Exhibit 10.04


                     DATED 30th March, 1990

                         THE GENERATORS
                          named herein

                              -and

                          THE SUPPLIERS
                          named herein

                              -and

-

       ENERGY SETTLEMENTS AND INFORMATION SERVICES LIMITED
               as Settlement System Administrator

                              -and

                        ENERGY POOL FUNDS
                     ADMINISTRATION LIMITED
                   as Pool Funds Administrator

                              -and

                  THE NATIONAL GRID COMPANY plc
        as Grid Operator and Ancillary Services Provider

                             -and -

                       SCOTTISH POWER plc
                               and
             ELECTRICITE DE FRANCE, SERVICE NATIONAL
                          as Externally
                     Interconnected Parties

                              -and

                        THE OTHER PARTIES
                          named herein

                     POOLING AND SETTLEMENT
                            AGREEMENT
                 for the Electricity Industry in
                        England and Wales
              ( as amended at 1 7th October, 1996 )
                                

               Main Text Schedules 1-8 and 10-22

<PAGE>

THIS AGREEMENT is made on 30th March, 1990

BETWEEN: -

    (1)THE PERSONS whose names, registered numbers and registered
or principal offices are set out in Part I of Schedule 1;

    (2)THE PERSONS whose names, registered numbers and registered
or principal offices are set out in Part II of Schedule 1;

    (3)ENERGY SETTLEMENTS AND INFORMATION SERVICES LIMITED
(registered  number 2444282) whose registered office is situate at Fairham
House, Green Lane, Clifton, Nottingham NG11 9LN as Settlement System
Administrator;

    (4)ENERGY POOL FUNDS ADMINISTRATION LIMITED (registered
number 2444187) whose registered office is situate at 185 Park Street,
London SE1 9DY as Pool Funds Administrator;

    (5)THE NATIONAL GRID COMPANY pie (registered number 2366977)
whose registered office is situate at National Grid House, Kirby Corner
Road, Coventry CV4 8JY as Grid Operator and Ancillary Services Provider;

    (6)SCOTTISH POWER plc [registered number 117120) whose
principal office is situate at 1 Atlantic Quay, Glasgow G2 8SP, Scotland 
as an Externally Interconnected Party;

    (7)ELECTRICITE DE FRANCE, SERVICE NATIONAL whose principal
office is situate at 3 Rue de Messine, 75008 Paris, France as an Externally
Interconnected Party; and

    (8)THE OTHER PARTIES whose names, registered numbers and
registered or principal offices are set out in Schedule 2.

WHEREAS :

    (A)it is a Condition of the NGC Transmission Licence that,
subject to its removal or resignation as Settlement System Administrator 
hereunder, NGC shall implement, maintain and operate a settlement system 
which will provide inter alia for the calculation of any payments which 
become due to or owing by Authorised Electricity Operators in respect of 
sales and purchases of electricity under the terms of this Agreement and 
such Licence further provides that NGC may comply with its said obligations 
by participation in this Agreement in the manner provided in such Licence;

    (B)it is a Condition of the Generation Licence granted to
each of the Founder Generators in England and Wales requiring such a Licence 
that the licensee shall be a party to and a pool member under, and shall 
comply with the provisions of, this Agreement insofar as the same shall 
apply to it in its capacity as a party to this Agreement and/or as a pool 
member being a generator of electricity as the case may be;

    (C)it is a Condition of the PES Licence granted to each of
the Founder Suppliers whose names are set out in Part A of Part II of 
Schedule 1 that the licensee shall be a pool member under, and comply with 
the provisions of, this Agreement;

    (D)it is a Condition of the Second Tier Supply Licence
granted to each of the Founder Suppliers whose names are set out in Part B 
of Part II of Schedule 1 that the licensee shall be a pool member under, 
and comply with the provisions of, this Agreement insofar as the same 
shall apply to it in its capacity as a private electricity supplier (as 
that expression is defined in section 17(1) of the Act);

    (E)this Agreement sets out, inter alla, the rules and
procedures for the operation of an electricity trading pool and for the 
operation of a settlement system (including the calculation of payments 
due) and in compliance with the conditions of their respective Licences 
those parties subject to such conditions have agreed to become parties 
hereto with the intent that this Agreement shall be and shall remain 
approved by the Director;

    (F)in relation to this Agreement each of the Secretary of
State and the Director enjoys the rights, powers and authorities 
conferred upon him inter alla by the Act and the Licences; and

    (G)without prejudice to the ability of Parties to agree in
the future to the terms of an incentive scheme, the Parties acknowledge 
that the Transmission Services Scheme 2 is part of the long term 
objective of the Parties that the Grid Operator is provided with an 
incentive to reduce the cost of certain charges made to Suppliers which 
arise as a result of the purchase of electricity under the terms
of this Agreement. The Transmission Services Scheme 2 is a
replacement of the Transmission Services Schemes, which previously applied.

NOW IT IS HEREBY AGREED as set out on the following pages of this
Agreement.

                                3

                             PART I

                           PRELIMINARY

1.  DEFINITIONS AND INTERPRETATION

    1.1Definitions: In this Agreement (including the Recitals and
the Schedules), except where the context otherwise requires:

"Accession Agreement" means an accession agreement in or
substantially in the form set out in Schedule 3 or in such other
form (to which the Settlement System Administrator has no
reasonable objection) as the Executive Committee may for the time
being and from time to time approve;

"Accountable Interest" has the meaning given to that term in
Schedule 20;

"Accounting Date" means, in relation to any Accounting Period,
the last day of such Accounting Period;

"Accounting Period" means each successive period of 12 months
beginning on 1st April in each year or of such other length
and/or beginning on such other date as may be determined in
accordance with the terms hereof, provided that the first such
period shall begin on and include 31st March, 1990 and shall end
on and include 31st March, 1991;

"Act" means the Electricity Act 1989;

"Active Energy means the electrical energy produced, flowing or
supplied by an electric circuit during a time interval, and being
the integral with respect to time of the instantaneous power,
measured in units of watt-hours or standard multiples thereof,
that is:

                          1000Wh = lkWh
                         1000kWh = lMWh
                         1000MWh = lGWh
                         1000GWh = lTWh;

"Active Power" means the product of voltage and the in-phase
component of alternating current measured in units of watts and
standard multiples thereof, that is:

                        1000 Watts = lkW
                          1000kW = lMW
                          1000MW = lGW
                          1000GW = lTW;

"Admission Application" means an application in or substantially
in the form set out in Schedule 5 or in such other form as the
Executive Committee may for the time being and from time to time
approve;

Agreed Procedure" means each of the agreed procedures specified
in the Agreed Procedures Index and which is agreed to be treated
as an Agreed Procedure for the purposes of this Agreement either:

    (a)by the Executive Committee and the Settlement System
Administrator and (where the agreed procedure imposes obligations 
on the Grid Operator) the Grid Operator; or

    (b)where such agreed procedure concerns the dudes and
responsibilities of the Pool Funds Administrator, by the Executive 
Committee and the Pool Funds Administrator

as the same

    (i)may be amended or substituted from time to time by the Executive
Committee with the prior written consent of the Settlement System
Administrator and (where such Agreed Procedure imposes obligations
on the Grid Operator) the Grid Operator (in each case, such consent not
to be unreasonably withheld or delayed); or

    (ii)shall be amended or substituted from time to time by the Executive
Committee at the request of the Settlement System Administrator and
with the prior written consent of the Executive Committee and (where
such Agreed Procedure imposes obligations on the Grid Operator) the
Grid Operator (in each case, such consent not to be unreasonably
withheld or delayed),

Provided that the reference to the Grid Operator in this
definition shall be construed as if it were a reference to such
term prior to the creation of Meter Operator Parties and the
associated amendments to this Agreement, but this shall be
without limitation to any right to agree any adoption, amendment
or substitution under this definition;

"Agreed Procedures Index" means an index of agreed procedures
agreed to be treated as Agreed Procedures in accordance with and
for the purposes of this Agreement;

Agreement" means this Agreement (including the Schedules), as
amended, varied, supplemented, modified or suspended from time to
time in accordance with the terms hereof;

"Ancillary Service" means a System Ancillary Service and/or a
Commercial Ancillary Service, as the case may be;

"Ancillary Services Agreement" means an agreement between a User
and the Ancillary Services Provider for the payment by the
Ancillary Services Provider to that User in respect of the
provision by such User of Ancillary Services;

"Ancillary Services Business" means the business relating to
Ancillary Services carried on by the Ancillary Services Provider;

"Ancillary Services Provider" means the person who for the time
being and from time to time is required by the terms of a
Transmission Licence to contract for Ancillary Services;

"Apparatus" means all equipment in which electrical conductors
are used or supported or of which they may form a part;

"Approved Recommendation" has the meaning given to that term in
Clause 5.8;

"ASP Accounting Procedures means the accounting procedure set out
in Schedule 18, as amended, varied or substituted from time to
time in accordance with the terms hereof;

"Authorised Electricity Operator" means any person who is
authorised under the Act to generate, transmit or supply
electricity and shall include any person transferring electricity
to or from England and Wales across an interconnector (as such
term is used in the NGC Transmission Licence), other than the
Grid Operator in its capacity as operator of the NGC Transmission
System;

"Banking System" has the meaning given to that term in Section
1.1 of Schedule 11;

"Billing System" has the meaning given to that term in Section
1.1 of Schedule 1 1:

"BPS Goal" has the meaning given to that term in Appendix 2 to
Schedule 9;

"British Grid Systems Agreements means the agreement of that name
made or to be made between NGC, Scottish Hydro-Electric PLC and
Scottish Power plc inter alla regulating the relationship between
their respective grid systems;

Bulk Supply Points means any or (as the context may require) a
particular point of supply where Metering Equipment for the
purposes of the Bulk Supply Tariff is or would have been located
and, in the event of any dispute as to location, as determined in
accordance with Clause 83;

"Bulk Supply Tariff' means the basis of payment for Active Energy
as levied by the Generating Board prior to the Effective Date;

Central Despatch" means the process of Scheduling and issuing
direct instructions by the Grid Operator referred to in paragraph
1 of Condition 7 of the NGC Transmission Licence and Centrally 
Despatched" shall be construed accordingly;

Change Management Policies" means the policies, procedures and
guidelines for the co-ordination by the Settlement System
Administrator of the implementation of changes to the Settlement
System entitled respectively Change Management Policy",
"Settlement Change Coordinator Operating Proceduresn and Change
Management Implementation Guidelines" in the form initialled for
the purposes of identification as at 29th November, 1991 by or on
behalf of the Executive Committee and the Settlement System
Administrator, as the same have been or may be amended from time
to time in accordance with the terms of the Initial Settlement
Agreement or this Agreement;

Charging Procedure" means the charging procedure set out in the
Appendix to Schedule 4, as amended, varied or substituted from
time to time in accordance with the terms hereof;

"Chief Executives has the meaning given to that term in Clause
17.1.1;

Chief Executive's Office" means the Chief Executive, the Contract
Manager and the personnel referred to in Clause 17.2.1;

"Code of Practices means each of the codes of practice in
relation to any Metering Equipment or any part or class thereof
which are specified in the Synopsis of Metering Codes, as the
same may be amended or substituted from time to time by the
Executive Committee with the agreement or approval of:

    (i)in the case of any Code of Practice in respect of Metering
Equipment in respect of which it is the Operator, the Grid Operator;

    (ii)in the case of any Code of Practice in respect of
Metering Equipment relating to Reactive Energy, the Ancillary Services 
Provider; and

(iii) in the case of any change to any Code of Practice prior to
1st April, 1998 in respect of standards of accuracy of Metering
Equipment required for Second Tier Customers up to (and
including) 100kW or Non-Pooled Generators, the Suppliers in
separate general meeting,

(provided that, prior to the date on which the transitional
arrangements regarding metering of Reactive Power at Grid Supply
Points are brought into effect (the "RP Date") in the case of a
Code of Practice or part thereof which relates to Reactive Power
metering at Grid Entry Points, such Code or part thereof may only
be amended or substituted by agreement between the Ancillary
Services Provider and all Committee Members), and any other code
of practice which is agreed from time to time to be treated as a
Code of Practice for the purposes of this Agreement by the
Executive Committee (or, where appropriate, prior to the RP Date
all Committee Members) and, where appropriate, the Grid Operator 
and/or the Ancillary Services Provider and/or the Suppliers;

"Commercial Ancillary Services" means Ancillary Services, other
than System Ancillary Services, utilised by the Grid Operator in
operating the Total System if a User has agreed to provide them
under a Supplemental Agreement with payment being dealt with
under an Ancillary Services Agreement or, in the case of
Externally Interconnected Parties or External Pool Members, under
any other agreement;

"Commissioned" means (i) in relation to any Plant or Apparatus
connected to the NGC Transmission System or to any External
Interconnection or any Distribution System, commissioned for the
purposes of the Connection Agreement relating to such Plant or
Apparatus; or (ii) in relation to any Metering System or Metering
Equipment, commissioned in accordance with the relevant Code of
Practice;

"Committee Member" means a member of the Executive Committee;

"Communications Equipment" means, at or relating to any Site, in
respect of any Metering Equipment (i) the terminating equipment
(which may include a modem) necessary to convert data from such
Metering Equipment into a state for transmission to the
Settlement System Administrator; and (ii) in the case of Sites
which are not 1993/l994 Tariff Qualifying Sites (as defined in
the Tariff which is entitled Tariff for 1993/1994 Sites) the
exchange link which is dedicated to that terminating equipment,
but (iii) it shall not include an Outstation;

"Competent Authority" means the Secretary of State, the Director
and any local or national agency, authority, department,
inspectorate, minister, ministry, official or public or statutory
person (whether autonomous or not) of, or of the government of,
the United Kingdom or the European Community;

"Computer Systems means all and any computer systems used by the
Settlement System Administrator and required in connection with
the operation of the Settlement System;

"Connection Agreements" means the Master Connection and Use of
System Agreement, the Supplemental Agreements, the Supplier's
Connection Agreements, the Supplier's Use of System Agreements
and the Interconnection Agreements, and "Connection Agreement"
means any or (as the context may require) a particular one of
them;

"Connection Point" means a Grid Supply Point or Grid Entry Point,
as the case may be;

"Consumer Metered Demands has the meaning given to that term in
Part I of Appendix 1 to Schedule 9;

"Contract Management Rules" has the meaning given to that term in
subsection 1.1 of Schedule 4;

"Contract Manager" has the meaning given to that term in
sub-section 1.1 of Schedule 4;

"Contributory Shares means, in relation to any Pool Member, the
Contributory Share for the time being and from time to time of
such Pool Member calculated in accordance with Schedule 13;

"Control" has the meaning set out in section 840 of the Income
and Corporation Taxes Act 1988 and "Controlled" shall be
construed accordingly;

"Custodians" has the meaning given to that term in Clause 45.1;

Customer means a person to whom electrical power is provided
(whether or not he is the provider of such electrical power);

"De-energisation means the movement of any isolator, breaker or
switch or the removal of any fuse whereby no electricity can flow
to or from the relevant User System through the User's Plant or
Apparatus connected to such User System and, in relation to any
External Pool Member, the termination of such External Pool
Member's rights to use any relevant External Interconnection;

"Default Calling Creditor" means any Pool Creditor, the
Settlement System Administrator and the Pool Funds Administrator;

Default Interest Rates has the meaning given to that term in
Section 1.1 of Schedule 11;

"Defaulting Pool Member" has the meaning given to that term in
Clause 66.3.1;

"Despatch" means the issue by the Grid Operator of instructions
for Generating Plant and/or Generation Trading Blocks to achieve
specific Active Power (and, in relation to Generating Plant,
Reactive Power or target voltage) levels within their Generation
Scheduling and Despatch Parameters or Generation Trading Block
Scheduling and Despatch Parameters, as the case may be, and by
stated times;

"Development Policies" means the policies, procedures and
practices for the development of the Computer Systems in the
forms initialled for the purposes of identification as at 29th
November, 1991 by or on behalf of the Executive Committee and the
Settlement System Administrator, as the same have been or may be
amended from time to time in accordance with the terms of this
Agreement;

"Directive" includes any present or future directive,
requirement, instruction, direction or rule of any Competent
Authority (but only, if not having the force of law, if compliance 
with the Directive is in accordance with the general practice of 
persons to whom the Directive is addressed) and includes any 
modification, extension or replacement thereof then in force;

"Director" means the Director General of Electricity Supply
appointed for the time being pursuant to section 1 of the Act;

Distribution Code" means the Distribution Code required to be
drawn up by each Public Electricity Supplier and approved by the
Director, as from time to time revised with the approval of the
Director;

"Distribution System" means the system consisting (wholly or
mainly) of electric lines owned or operated by a Public
Electricity Supplier and used for the distribution of electricity
from Grid Supply Points or Generating Units or other entry points
to the point of delivery to Customers or other Users and includes
any Remote Transmission Assets (as defined in the Grid Code)
operated by such Public Electricity Supplier and any Plant and
Apparatus and meters owned or operated by such Public Electricity
Supplier in connection with the distribution of electricity, but
does not include any part of the NGC Transmission System;

"EdF Documents" means any agreement for the time being and from
time to time made between NGC and Electricite de France, Service
National relating to the use or operation of the relevant
External Interconnection;

Effective Date means 2400 hours on 30th March, 1990;

"Electricity" means Active Energy and Reactive Energy;

EIectricity Arbitration Association" means the unincorporated
members' club of that name formed inter alia to promote the
efficient and economic operation of the procedure for the
resolution of disputes within the electricity supply industry by
means of arbitration or otherwise in accordance with its
arbitration rules;

Embedded means having a direct connection to a Distribution
System or the System of any other User to which Customers and/or
Power Stations are connected, such connection being either a
direct connection or a connection via a busbar of another User or
of NGC (but with no other connection to the NGC Transmission
System);

"Embedded Non-Franchise Site" means:

(i) a Site which is Embedded and which is at the point of
connection to a Second Tier Customer; or

(ii) a site which is Embedded where the customer to which that
site is at a point of connection is eligible to receive supplies
from a Second Tier Supplier in the period between 1st April, 1994
and 31st March, 1998;

"Equipment Owner" means, in relation to a Metering System, the
person which is the owner of that Metering System;

"Escrow Agreement" has the meaning given to that term in Clause
45.1;

"ESIS" means Energy Settlement and Information Systems Limited
(registered number 2444282) whose registered office is at Fairham
House, Green Lane, Clifton, Nottingham NG11 9LN;

Event of Default" means any event declared as such pursuant to
Clause 66.1.1 or 66.2.1, as the case may be;

Executive Committees means the committee established pursuant to
Clause 14;

Export" means, in respect of any Party, a flow of electricity
from the Plant or Apparatus of such Party to the Plant or
Apparatus of another Party and, in relation to any Party which is
an External Pool Member, the External Interconnection in respect
of which that Party has the right to deliver or take electricity
to or from the NGC Transmission System shall be treated as the
Plant or Apparatus of such Party and the verb Export" and its
respective tenses shall be construed accordingly;

External Interconnection means Apparatus for the transmission of
electricity to or from the NGC Transmission System into or out of
an External System;

"Externally Interconnected Party" means a person operating an
External System which is connected to the NGC Transmission System
by an External Interconnection (which person may or may not also
be an External Pool Member);

External Pool Member" means a Party supplying electricity to or
taking electricity from the NGC Transmission System through an
External Interconnection and which has been or (where
appropriate) is to be admitted as a Pool Member in the capacity
of a Generator and/or a Supplier;

"External System" means, in relation to an Externally
Interconnected Party, the transmission or distribution system
which it owns or operates and any Apparatus or Plant which
connects that system to the External Interconnection and which is
owned or operated by such Externally Interconnected Party;

"Final Metering Schemes means a national metering scheme to be
installed in accordance with the relevant Codes of Practice and
to come into effect on the FMS Date;

"First Quarters means, in respect of any year, the months of
January, February and March;

FMS Codes of Practice means the Codes of Practice B. C, E, J. K1
and K2 and, to the extent that they relate to Metering Equipment
the data derived from which was not used as Settlement Metering
Data immediately prior to the FMS Date, F and G. and Codes of
Practice 1, 2, 3, 4 and 5;

FMS Date" means 1st April, 1993;

FMS Metering Equipment" means Metering Equipment comprising a
Metering System at or in relation to the commercial boundary in
accordance with paragraph 7.1.2 of Schedule 21 in relation to the
requirements to be met from the FMS Date;

FMS Trading Date" means 10th January, 1994;

Following Quarter" means, in respect of any Quarter Day or
Quarter, the period of three months immediately following such
Quarter Day or Quarter;

"Force Majeure means, in relation to any Party, any event or
circumstance which is beyond the reasonable control of such Party
and which results in or causes the failure of that Party to
perform any of its obligations under this Agreement including act
of God, strike, lockout or other industrial disturbance, act of
the public enemy, war declared or undeclared, threat of war,
terrorist act, blockade, revolution, riot, insurrection, civil
commotion, public demonstration, sabotage, act of vandalism,
lightning, fire, storm, flood, earthquake, accumulation of snow
or ice, lack of water arising from weather or environmental
problems, explosion, fault or failure of Plant and Apparatus
(which could not have been prevented by Good Industry Practice),
governmental restraint, Act of Parliament, other legislation,
bye-law and Directive (not being any order, regulation or
direction under section 32, 33, 34 or 35 of the Act) provided
that lack of funds shall not be interpreted as a cause beyond the
reasonable control of that Party. For the avoidance of doubt,
Force Majeure shall not apply in respect of the Settlement System
Administrator where and to the extent that the Settlement System
Administrator can perform its obligations under this Agreement by
using the back-up arrangements required by Service Line 6
(Off-Site Security) or by acting in accordance with Clause 52 or
Section 31 of Schedule 9;

"Founder Generators" means the parties to this Agreement of the
first part at 30th March, 1990;

"Founder Suppliers" means the parties to this Agreement of the
second part at 30th March, 1990;

Fourth Quarter" means, in respect of any year, the months of
October, November and December;

"Fuel Security Code" means the document of that title designated
as such by the Secretary of State, as from time to time amended;

Funds Transfer Agreement" has the meaning given to that term in
Section 1.1 of Schedule 11;

"Funds Transfer Business" has the meaning given to that term in
Section 1.1 of Schedule 11;

Funds Transfer Hardware" has the meaning given to that term in
Section 1.1 of Schedule 15;

"Funds Transfer Software has the meaning given to that term in
Section 1.1 of Schedule 15;

"Funds Transfer System" has the meaning given to that term in
Section 1.1 of Schedule 11;

The Generating Board" has the meaning given to that term in the
Act;

Generating Plants means a Power Station subject to Central
Despatch;

"Generating Unit" means any Apparatus which produces electricity
and, in respect of an External Pool Member, means a Generation
Trading Block;

"Generation Licence" means a licence granted or to be granted
under section 6(1)(a) of the Act;

"Generation Scheduling and Despatch Parameters" means those
parameters listed in Appendix A1 to SDC1;

"Generation Trading Block" means a notional Centrally Despatched
Generating Unit of an External Pool Member treated as such for
the purposes of the Grid Code;

"Generation Trading Block Scheduling and Despatch Parameters"
means those parameters listed in Appendix A1 to SDC1 relating to
Generation Trading Blocks:

"Generator" means:

(i) a person who generates electricity under licence or exemption
under the Act; or

(ii) a person who is an External Pool Member who delivers
electricity or on whose behalf electricity is delivered to the
NGC Transmission System; or

(iii) a person who is acting as the agent for any such person who
is referred to in paragraph (i) or (ii) above,

and, in any such case, for the time being party to this
Agreement, and:

(a) who is a Founder Generator; or

(b) who was admitted as a Party in the capacity of a Generator;
or

(c) who, in accordance with Clause 3.10, has changed
capacity(ies) such that it participates as a Party in the
capacity of a Generator,

and, where the expression is used in Part III or Part IV, who is
also or (where appropriate) is to become a Pool Member;

Generic Dispensation" shall have the meaning ascribed thereto in
paragraph 14.1(b) of Schedule 21;

"Genset Metered Generation" has the meaning given to that term in
Part I of Appendix 1 to Schedule 9;

"Gigawatt" means 1000MW;

"GOALPOST" has the meaning given to that term in the Pool Rules;

"Good Industry Practice" means, in relation to any undertaking
and any circumstances, the exercise of that degree of skill,
diligence, prudence and foresight which would reasonably and
ordinarily be expected from a skilled and experienced operator
engaged in the same type of undertaking under the same or similar
circumstances;

Grid Code" means the Grid Code drawn up pursuant to the
Transmission Licence, as from time to time revised in accordance
with the Transmission Licence;

"Grid Code Review Panel" has the meaning given to that term in
the Grid Code;

Grid Entry Points means the point at which a Power Station which
is not Embedded connects to the NGC Transmission System;

"Grid Operator" means the person who for the time being and from
time to time is required by the terms of a Licence, inter alla,
to implement the Grid Code;

Grid Supply Point" means the point of supply from the NGC
Transmission System to Public Electricity Suppliers or to other
Users with User Systems with Customers connected to them or
Non-Embedded Customers;

"GW" means Gigawatt;

GWh means Gigawatt-hour;

"Hardware" means at any time the computer equipment and
accessories used by the Settlement System Administrator on or in
connection with which the Software functions or is intended to
function at such time (other than Second Tier Hardware) and for
the avoidance of doubt the Hardware at 1st April, 1996 is
specified in version 1.0 of the Contract Management Rules;

"Host PES" means, in respect of a Metering System, either:

    (i)the Public Electricity Supplier to whose Distribution
System such Metering System is connected; or

    (ii)where such Metering System is connected directly to the
NGC Transmission System, the Public Electricity Supplier whose
Consumer Metered Demand determined in accordance with the Pool Rules is
calculated by the Settlement System Administrator using data from
such Metering System;

Import" means, in respect of any Party, a flow of electricity to
the Plant or Apparatus of such Party from the Plant or Apparatus
of another Party and, in relation to any Party which is an
External Pool Member, the External Interconnection in respect of
which it has the right to deliver or take electricity to or from
the NGC Transmission System shall be treated as the Plant or
Apparatus of such Party and the verb "Imports and its respective
tenses shall be construed accordingly;

"Independent Generators" means Generators other than:

    (i)the Founder Generators;

    (ii)any Generator which is an External Pool Member; and

    (iii)any Generator which is an affiliate or related
undertaking of (a) any person referred to in paragraph (i) or (ii) 
above, (b) any person referred to in paragraph (i) of the definition 
of Independent Suppliers, or (c) any Public Electricity Supplier;

"Independent Suppliers" means Suppliers other than:

    (i)Eastern Group plc, East Midlands Electricity plc, London
Electricity plc, Manweb plc, Midlands Electricity plc, Northern Electric 
plc, NORWEB plc, SEEBOARD plc, Southern Electric plc, South Wales Electricity
plc, South Western Electricity plc, Yorkshire Electricity Group plc,
National Power PLC, PowerGen plc, Nuclear Electric plc, British Nuclear
Fuels plc, Electricite de France, Service National, Scottish Power plc
and Scottish Hydro-Electric PLC;

(ii) Public Electricity Suppliers;

(iii) any Supplier which is an External Pool Member; and

(iv) any Supplier which is an affiliate or related undertaking of
any person referred to in paragraph (i), (ii) or (iii) above;

Information Systems" has the meaning given to that term in
Section 1.1 of Schedule 11;

Initial Settlement Agreement" means the agreement of even date
herewith made between the Parties as at such date modifying and
suspending the provisions of this Agreement for an initial period
and setting out inter alia the rules and procedures for the
operation of the electricity trading pool referred to in Recital
(E) and for the operation of a settlement system and the
procedures for the development of the phases and pool rules
during such initial period, as amended, varied, supplemented,
modified or suspended from time to time;

"Interconnection Agreement" means an agreement between NGC and an
Externally Interconnected Party and/or an External Pool Member
relating to an External Interconnection and/or an agreement under
which an External Pool Member can use an External
Interconnection;

kVAr" means kilovoltamperes reactive;

kW means kilowatt;

kWh" means kilowatt-hour;

Licences" means all Generation Licences, PES Licences, Second
Tier Supply Licences and Transmission Licences and Licence" means
any or (as the context may require) a particular one of them;

"lost opportunity costs" means, in relation to any Generator, the
profit foregone by such Generator in respect of a Generating Unit
during a period when it is out of service for the purposes of
maintenance, repair, modification, renewal or replacement needed
to comply with a proposal made by such Generator to restore :he
Generating Unit's Reactive Power capability to that required by
the Grid Code or, where relevant, the applicable Supplemental
Agreement, whichever capability is lower provided that:

(i) the period when it is taken out of service is:

(a) outside the period identified for the Generating Unit
concerned pursuant to Section OC2 of the Grid Code as at the time
when the failure to have Reactive Power capability was notified or
determined; and

    (b)approved by the Grid Operator; and

(ii) the Generator gives credit for any savings in loss of profit
by carrying out other repair work at the same time as that
required for the purposes of Reactive Power;

"Main Site" means those sites specified in paragraphs (i), (ii)
and (v) of the definition of Site;

"Majority Default Calling Creditors" means:

    (i)in respect of each calendar quarter other than the first,
any single or group of Default Calling Creditors to whom, in respect 
of the aggregate of (a) all Notified Payments payable on the last 
five Business Days of the immediately preceding calendar quarter and 
(b) all sums due to the Settlement System Administrator, the Pool Funds 
Administrator and the Ancillary Services Provider and outstanding under 
this Agreement on the last Business Day of such immediately preceding 
calendar quarter, more than 50 per cent. of the total amount of all such 
Notified Payments and such other sums were due; and

    (ii)in respect of the first calendar quarter, all Pool
Members other than the Defaulting Pool Member;

Master Connection and Use of System Agreement" means the
agreement envisaged in Condition 10B of the NGC Transmission
Licence;

"Meter" means a device for measuring Active Energy and/or
Reactive Energy;

"Meter Operator Party" means each person admitted in the capacity
as such and for the time being and from time to time party to
Schedule 21 in accordance with the provisions thereof, and shall
include any successor(s) in title to, or permitted assign(s) of,
such person;

Meter Operator Party Accession Agreement" means an accession
agreement in or substantially in the form set out in Annex 3 to
Schedule 21 or in such other form (to which the Settlement System
Administrator has no reasonable objection) as the Executive
Committee may for the time being, and from time to time approve;

"Meter Operator Party Admission Application" means an application
in or substantially in the form set out in Annex 1 to Schedule 21
or in such other form as the Executive Committee may for the time
being and from time to time approve;

Meter Operator Party Resignation Notice" means a resignation
notice in or substantially in the form set out in Annex 2 to
Schedule 21 or in such other form as the Executive Committee may
for the time being and from time to time
approve;

"Metering Equipment" means Meters, measurement transformers
(voltage, current or combination units), metering protection
equipment including alarms, circuitry, their associated
Communications Equipment and Outstations, and wiring which are
part of the Active Energy and/or Reactive Energy measuring and
transmitting equipment at or relating to a Site;

Metering System" means all or that part of the Commissioned
Metering Equipment at or relating to a Site linked to a single
Outstation at or relating to that Site and includes, for the
avoidance of doubt, such Outstation. Without prejudice to the
generality of the foregoing, a set of non-exhaustive diagrammatic
representations of Metering Systems is contained in Annex 5 to
Schedule 21;

MVAr" means megavar;

"MVArh" means megavar-hours;

"MOO" means megawatt;

"MWh" means megawatt-hours;

"NGC" means the National Grid Company pie (registered number
2366977) whose registered office is situate at National Grid
House, Kirby Corner Road, Coventry CV4 8JY;

"NGC Site" means a site owned (or occupied pursuant to a lease,
licence or other agreement) by NGC at which there is a Connection
Point and, for the avoidance of doubt, a site owned by a User but
occupied by NGC as aforesaid is an NGC Site;

"NGC Transmission Licence" means the Transmission Licence granted
or to be granted to NGC;

NGC Transmission System" means the system consisting (wholly or
mainly) of high voltage electric lines owned or operated by NGC
and used for the transmission of electricity from one Power
Station to a sub-station or to another Power Station or between
sub-stations or to or from any External Interconnection and
includes any Plant and Apparatus and meters owned or operated by
NGC in connection with the transmission of electricity but does
not include any Remote Transmission Assets (as defined in the
Grid Code);

"Non-Embedded Customer" means any Customer, other than a PES,
receiving electricity direct from the NGC Transmission System
irrespective of from whom it is supplied;

"Non-Pooled Generation" means generation from any site which is
directly connected to the Distribution System of a Public
Electricity Supplier where (i) the output is accounted for in
Settlement and (ii) the Generator owning such site:

"Non-Pooled Generation System" means any Metering System of a
Non-Pooled Generator which has been registered with the
Settlement System Administrator by a Second Tier Supplier and
from which the Settlement System Administrator or any Second Tier
Agent is required to collect, aggregate, adjust or transmit data
for the purposes of taking a supply of electricity;

"Non-Pooled Generator" means a Generator who produces Non-Pooled
Generation, provided that a Generator shall be a Non-Pooled
Generator only to the extent that it owns sites which produce
Non-Pooled Generation;

(a) is exempted from holding a Generation Licence; or

(b) would be exempted from holding a Generation Licence if such
site were the only site owned by that Generator;

"Notified Payment" has the meaning given to that term in Section
1.1 of Schedule 11;

"Operator" means, in relation to any Metering System:

    (i)used to measure the supply to a Second Tier Customer or from a
Non-Pooled Generator, the Meter Operator Party who is appointed as
such by the Second Tier Customer, the Non-Pooled Generator~or by the
Registrant (with the consent of that Second Tier Customer or, as the
case may be, Non-Pooled Guarantor) and who agrees to act as Operator
in relation to such Metering System; or

    (ii)not within (i) above or (id) to (v) below, the Meter Operator Party 
who is appointed as such by the Registrant of such Metering System and who
agrees to act as Operator in relation to such Metering System; or

    (iii)where new Metering Equipment is to be added to an existing Metering
System, the Operator of such existing Metering System; or

    (iv)the Meter Operator Party which continues as the Operator in
accordance with the transitional arrangements set out in paragraph 23 of
Schedule 21; or

(v) the Party who is deemed to be the Operator and Meter Operator Party
in respect thereof in accordance with the terms of Clause 60.4.4;

"Outstation" means equipment which receives and stores data from
a Meter(s) for the purpose, inter aria, of transfer of that
metering data to the Settlement System Administrator and which
may perform some processing before such transfer. This equipment
may be in one or more separate units or may be integral with the
Meter;

"Party" means each person for the time being and from time to
time party to this Agreement acting in a capacity, or deemed to
be acting in a capacity, other than that of Operator or Meter
Operator Party, and shall include any successor(s) in title to,
or permitted assign(s) of, such person;

"Period Metered Demand" has the meaning given to that term in
Part l of Appendix 1 to Schedule 9;

"PES Licence" means a licence granted or to be granted under
section o(l)(c) of the Act;

"PEA Accounting Procedure" means the procedure for the recovery
of certain moneys set out in Section 20 of Schedule 15;

"Plant" means fixed and moveable items used in the generation
and/or supply and/or transmission of electricity, other than
Apparatus;

"Pool Auditor" means the firm of accountants appointed for the
time being and from time to time pursuant to Clause 47.1;

"Pool Banker" has the meaning given to that term in Section 1.1
of Schedule 11;

Pool Chairman" has the meaning given to that term in Clause 16.1;

"Pool Creditor" has the meaning given to that term in Section 1.1
of Schedule 11;

"Pool Funds Administrator" means the person for the time being
and from time to time appointed pursuant to Schedule 15 to act as
Pool Funds Administrator;

Pool 'Member" means each of the Founder Generators and Founder
Suppliers and any other person who is admitted to pool membership
in accordance with Clause 8.2, in each case until it shall have
resigned from pool membership or otherwise ceased to be a member
in accordance with this Agreement, and "Pool Membership" shall be
construed accordingly;

"Pool Membership Application" means an application in or
substantially in the form set out in Schedule 6 or in such other
form as the Executive Committee may for the time being and from
time to time approve;

Pool Rules" means the rules referred to in Clause 7.4 and set out
in Schedule 9, as amended, varied or substituted from time to
time in accordance with the terms hereof;

"PORTHOLE" means the database which allows the transfer of
operational information from the Grid Operator to the Settlement
System Administrator;

Potential Operator" means a Meter Operator Party which is
appointed as the operator pursuant to an agreement or arrangement

    (i)in respect of a Metering System or Metering Equipment at a
Site or Sites but which is not yet registered as Operator in respect 
of that Metering System; or

    (ii)in respect of Metering Equipment where such Metering
Equipment has not been registered as comprising a Metering System;

Power Station" means an installation comprising one or more
Generating Units (even where sited separately), other than an
External Interconnection, owned and/or controlled by the same
Generator, which may reasonably be considered as being managed as
one Power Station;

"Public Electricity Supplier" or "PES" means a person for the
time being party to this Agreement who is a public electricity
supplier (as that expression is defined in the Act) and, in
relation to Clauses 15.4 and 15.5 and Schedules 14 and 22, means
a person for the time being party to this Agreement who is a
public electricity supplier in England and Wales;

"Qualifying Site" means an Embedded Non-Franchise Site qualifying
in accordance with the terms of the relevant Tariff for payments
to be made for the provision of installation and maintenance
services;

"Quarter means the period of three calendar months ending on a
Quarter Day;

"Quarter Day" means 31st March, 30th June, 30th September and
31st December;

"Reactive Energy" means the integral with respect to time of the
Reactive Power;

"Reactive Power" means the product of voltage and current and the
sine of the phase angle between them measured in units of
voltamperes reactive and standard multiples thereof, that is:

                         1000VAr = lkVAr
                        1000kVAr = lMVAr;

Register" means the register to be maintained by the Settlement
System Administrator pursuant to Clause 60.5;

"Registered Capacity" has the meaning given to that term in the
Grid Code;

"Registrant" means, in relation to a Metering System at or in
relation to any Site which is:

(i) a Grid Entry Point,

the Pool Member which operates Generating Plant at such Site; or

(ii) a Grid Supply Point or Bulk Supply Point,

the Pool Member whose System is directly connected to the NGC Transmission
System at or in relation to such Grid Supply Point or Bunk Supply
Point; or

(iii) the point of connection of a Customer of a Supplier and the
NGC Transmission System,

the Supplier which is the supplier to that Customer; or

(iv) the point of connection of a Generator which is Embedded or
of a Second Tier Supplier or of a Second Tier Customer to a
Distribution System,

the Party which is such Generator which is Embedded or such
Second Tier Supplier or the Second Tier Supplier in respect of
such Second Tier Customer, as the case may be; or

(v) the point of connection of a Non-Pooled Generator to a
Distribution System,

the party which is the Supplier or Second Tier Supplier, as the
case may be, in respect of such Metering System of such
Non-Pooled Generator; or

(vi) the point of connection of two or more Distribution Systems,

the Authorised Electricity Operator of one of such Distribution
Systems which is nominated in accordance with the provisions of
this Agreement; or

(vii) the point of connection of an External Interconnection to
the NGC Transmission System or a Distribution System,

the Externally Interconnected Party;

Resignation Notice" means a resignation notice in or
substantially in the form set out in Schedule 10;

RP Date" has the meaning given to that term in the definition of
Code of Practice;

"Schedule Day" has the meaning given to that term in Part I of
Appendix 1 to Schedule 9:

"Scheduling" means the process of compiling and issuing a
Generation Schedule (as that expression is defined in the Grid
Code), as set out in SDC;

"Scheduling and Despatch Code" or "SDC" means that portion of the
Grid Code which is identified as such in the Grid Code;

"Scheme" means the scheme set out in Clause 53 and, separately,
each further scheme implemented pursuant to Clause 56.2;

"Scheme Admission Application" means an application form setting
out the Scheme Admission Conditions and requiring such
information as the Executive Committee may consider necessary to
enable it to consider the application, in such form as the
Executive Committee may from time to time determine;

"Scheme Admission Conditions" means the conditions set out in
Clause 54;

"Scheme Genset" means a Centrally Despatched Generating Unit
which is admitted to a Scheme under Clause 53.3;

"Scheme Planned Availability" or "SPA" has the meaning given to
that term in Clause 55;

Scheme Year" means, in respect of each Scheme Genset, each
successive period of twelve months, the first such period
commencing on 1st April, 1990;

"Second Quarter" means, in respect of any year, the months of
April, May and June;

"Second Tier Agent" means an agent appointed pursuant to Clause
60.16.1;

"Second Tier Computer Systems" means all and any computer systems
used by any Second Tier Agent in connection with the operation of
the Second Tier Data Collection System operated by such Second
Tier Agent;

"Second Tier Customer" means a person who is supplied with or
sold electricity by a Second Tier Supplier;

"Second Tier Data Collection System" means those parts of the
Settlement System which relate to the obligations of the
Settlement System Administrator under this Agreement in relation to 
collecting, estimating and aggregating data as may be required for 
the proper functioning of Settlement from Metering Systems at the 
point of connection between the Distribution System of a Public 
Electricity Supplier and:

    (i)a Second Tier Customer or Non-Pooled Generator;

    (ii)the System of an Authorised Electricity Operator other
than the Public Electricity Supplier;

    (iii)an Embedded Generator not subject to Central Despatch;
and

    (iv)the Distribution System of another Public Electricity
Supplier,

and providing such data to the Settlement System Administrator;

Second Tier Hardware" means at any time the computer equipment
and accessories used by any Second Tier Agent on or in connection
with which the Second Tier Software functions or is intended to
function at such time;

"Second Tier Software" means at any time the computer programs
and codes and associated documents and materials which are used
by any Second Tier Agent in connection with the operation of the
Second Tier Data Collection System operated by such Second Tier
Agent;

"Second Tier Supplier" means a person for the time being party to
this Agreement who is the holder of a Second Tier Supply Licence;

"Second Tier Suppliers' Non-Pooled Generation System Charge"
means the amount determined by the Executive Committee for the
purposes of Clause 34A.3;

"Second Tier Suppliers' System Charge" means the amount
determined by the Executive Committee for the purposes of Clause
34A.2;

"Second Tier Supply Licence" means a licence granted or to be
granted under section 6(2)(a) of the Act;

"Second Tier System" means any Metering System from which the
Settlement System Administrator or any Second Tier Agent is
required to collect, aggregate, adjust or transmit data for the
purposes of a supply pursuant to a Second Tier Supply Licence;

Secretary" means the person for the time being and from time to
time holding office as secretary of the Executive Committee;

"Secretary of State" has the meaning given to that term in the
Act;

"Security Cover" has the meaning given to that term in Section
1.1 of Schedule 11;

"Security Period" has the meaning given to that term in the Fuel
Security Code;

"Service Line" has the meaning given to that term in Section 1.1
of Schedule 4;

"Settlement" means the operation of the Settlement System under
this Agreement;

Settlement Account" has the meaning given to that term in Section
1.1 of
Schedule 11;

"Settlement Day" has the meaning given to that term in Part I of
Appendix 1 to Schedule 9;

Settlement GOAL" has the meaning given to that term in Appendix 2
to Schedule 9;

"Settlement Metering Data" shall mean Metered Data as defined in,
and used in accordance with Section 3 of Schedule 9 and relevant
metered data in accordance with Appendix 6 to Schedule 9 of this
Agreement, which is used for the purposes of Settlement;

"Settlement Period" has the meaning given to that term in Part I
of Appendix 1 to Schedule 9;

"Settlement System" means those assets, systems and procedures
for the calculation in accordance with the Pool Rules of payments
which become due thereunder, as modified from time to time;

"Settlement System Administrator" means ESIS in its capacity as
Settlement System Administrator or any replacement therefor as
Settlement System Administrator from time to time appointed
pursuant to this Agreement;

Settlements Business" means the business of the Settlement System
Administrator in operating the Settlement System under this
Agreement;

"Site" means:

    (i)a Grid Entry Point;

    (ii)a Grid Supply Point or Bulk Supply Point;

    (iii)the point of connection of a Generator which is Embedded
or of a Second Tier Supplier or of a Second Tier Customer to a
Distribution System or the NGC Transmission System, or the point of 
connection of a Non-Pooled Generator to a Distribution System;

(iv) the point of connection of two Distribution Systems; or

(v) the point of connection of an External Interconnection to the
    NGC Transmission System;

"Small Generator" means any Independent Generator with Generating
Units the aggregate Registered Capacity of which does not exceed
100MW;

"Software" means at any time all the computer programs, codes and
associated documents and materials which are at such time used by
or on behalf of the Settlement System Administrator and required
in the operation of the Settlement System;

"Specification" means at any time the computer specification(s)
giving effect to the Pool Rules and such other matters as may be
agreed between the Executive Committee and the Settlement System
Administrator at the time;

"SSA Arrangements" means this Agreement, the Service Lines, the
Agreed Procedures and the Codes of Practice;

"SSA System" means all operating systems, compilers and other
software necessary to or used for the operation or testing of the
Hardware and the Settlement System (excluding, for the avoidance
of doubt, Developed Application Software and Licensed Application
Software, each as defined in sub-section 10.1 of Schedule 4);

"Supplemental Agreement" means any agreement entered or to be
entered into between NGC and any User party to the Master
Connection and Use of System Agreement and expressed to be
supplemental thereto;

Supplier" means a person for the time being party to this
Agreement:

(i) who is a Founder Supplier; or

(ii) who was admitted as a Party in the capacity of a Supplier;
or

(iii) who, in accordance with Clause 3.10, has changed
capacity(ies) such that it participates as a Party in the
capacity of a Supplier,

and, where the expression is used in Part III, Part IV or Part XI
or Schedule 14 or 18, who is also or (where appropriate) is to
become a Pool Member;

"Supplier's Connection Agreement" means the agreement for
connection to any User System envisaged in Condition 8B of a PES
Licence and Condition 3 of a Second Tier Supply Licence;

"Supplier's System Charge" means the amount determined by the
Executive Committee in accordance with the provisions of Clause
34A.3;

Supplier's Use of System Agreement" means the agreement for use
of system envisaged in Condition 8B of a PES Licence and
Condition 3 of a Second Tier Supply Licence;

Synopsis of Metering Codes" means a synopsis maintained and
updated as necessary by the Executive Committee listing each Code
of Practice approved as such from time to time in accordance with
this Agreement;

"System" means any User System or the NGC Transmission System, as
the case may be;

System Ancillary Services" means Ancillary Services which are
required for System reasons and which must be provided by Users
(but in some cases only if a User has agreed to provide the same
under a Supplemental Agreement);

Tariff" for any period of one year in respect of any Site (which
whenever used in this definition shall include all Qualifying
Sites) means the tariff approved by the Director and published by
the Executive Committee on or before that tariff becomes
effective and providing for amounts payable to Tariff Operators
of certain Sites in a class of which that Site is a member in
respect of the provision of installation and maintenance services
in respect of Communications Equipment; and the Relevant Tariff"
in respect of any Site (or Metering Equipment or Metering System
in respect of a Site) shall be the Tariff which is so expressed
by its terms to apply to that class of Sites to which such Site
so belongs;

Tariff Operator" means a Meter Operator Party which is an
Operator or which is appointed as the operator pursuant to an
agreement or an arrangement in respect of Metering Equipment at a
Qualifying Site;

"Third Quarter" means, in respect of any year, the months of
July, August and September;

Total Second Tier System Charges" means, in respect of any
Specified Accounting Period (as defined in Clause 34A.1), the
aggregate of the costs, expenses and charges incurred by all
Second Tier Agents in respect of the relevant Specified
Accounting Period and relating to the collection, aggregation,
adjustment and transmission of data from Second Tier Systems and
Non-Pooled Generation Systems or when the collection,
aggregation, adjustment and the transmission of data from Second
Tier Systems and NonPooled Generation Systems is performed by the
Settlement System Administrator the costs, expenses and charges
directly incurred by the Settlement System Administrator ~ the
deficit (if any) or (as the case may be) less the surplus (if
any) in the amount of Total Second Tier System Charges recovered
for the immediately preceding Specified Accounting Period carried
forward in accordance with the provisions of Clause 34A.5;

"Total System" means the NGC Transmission System and all User
Systems in England and Wales;

"Total Votes" means, in relation to a Pool Member, the number of
votes to which such Pool Member is entitled pursuant to Clause
11.7;

"Trading Site" shall be determined in accordance with Schedule
17;

"Transmission Licence" means a licence granted or to be granted
under section 6(1)(b) of the Act, the authorized area of which is
England and Wales or any part of either thereof;

TW means terrawatt;

"TWh" means terrawatt-hours;

Undertaking" has the meaning given to that term by section 259 of
the Companies Act 1985 as substituted by section 22 of the
Companies Act 1989 and, if that latter section is not in force at
the date of this Agreement, as if such latter section were in
force at such date;

User" means a term utilised in various sections of the Grid Code
to refer to a person using the NGC Transmission System and
includes an Externally Interconnected Party, all as more
particularly identified in each section of the Grid Code
concerned;

"User Site" means a site owned (or occupied pursuant to a lease,
licence or other agreement) by a User in which there is a
Connection Point;

"User System" means:

    (i)other than in relation to an External Pool Member or an Externally
Interconnected Party, any system owned or operated by a User
comprising Generating Units and/or Distribution Systems (and/or other
systems consisting, wholly or mainly, of electric lines which are owned
or operated by a person other than a PES) and Plant and/or Apparatus
connecting Generating Units, Distribution Systems (and/or other
systems consisting, wholly or mainly, of electric lines which are owned
or operated by a person other than a PES) or Non-Embedded Customers
to the NGC Transmission System or (except in the case of Non
Embedded Customers) to the relevant other User System, as the case
may be, including any Remote Transmission Assets (as defined in the
Grid Code) operated by such User or other person and any Plant and/or
Apparatus and meters owned or operated by the User or other person in
connection with the distribution of electricity, but does not include any
part of the NGC Transmission System; and

(ii) in relation to an External Pool Member or an Externally
Interconnected Party, the External System connected to the
relevant External Interconnection:

"VAr" means voltamperes reactive;

"Votes Calculation Period" means:

    (i)in relation to the First Quarter in any year, the Third
Quarter in the immediately preceding year;

    (ii)in relation to the Second Quarter in any year, the Fourth
Quarter in the immediately preceding year;

    (iii)in relation to the Third Quarter in any year, the First
Quarter of the same year; and

    (iv)in relation to the Fourth Quarter in any year, the Second
Quarter in the same year;

"Weighted Votes" means, in relation to a Pool Member, the number
of votes to which such Pool Member is entitled pursuant to Clause
11.2;

"Wh" means watt-hours;

"Working day" has the meaning given to that term in the Act; and

"Works Programme Manager" has the meaning given to that term in
Clause 5.13.

    1.2Construction of certain references: In this Agreement,
except where the context otherwise requires, any reference to:

1.2.1 an Act of Parliament or any Part or section or other
provision of, or Schedule to, an Act of Parliament shall be
construed, at the particular time, as including a reference to
any modification, extension or reenactment thereof then in force
and to all instruments, orders or regulations then in force and
made under or deriving validity from the relevant Act of
Parliament;

1.2.2 another agreement or any deed or other instrument shall be
construed as a reference to that other agreement, deed or other
instrument as the same may have been, or may from time to time
be, amended, varied, supplemented or novated;

1.2.3 an "affiliate" means, in relation to any person, any
holding company or subsidiary of such person or any subsidiary of
a holding company of such person, in each case within the meaning
of sections 736, 736A and 736B of the Companies Act 1985 as substituted 
by section 144 of the Companies Act 1989 and, if that latter section is 
not in force at the date of this Agreement, as if such latter section
were in force at such date;

1.2.4a "Business Day" means any week day (other than a Saturday)
on which banks are open for domestic business in the City of
London;

1.2.5 a A day" means a period of 24 hours (or such other number
of hours as may be relevant in the case of changes for daylight
saving) ending at 12.00 midnight;

1.2.6a holding company" means, in relation to any person, a
holding company of such person within the meaning given to that
term in Clause 1.2.3;

1.2.7 a "month" means a calendar month;

1.2.8 a Person" includes any individual, partnership, firm,
company, corporation, joint venture, trust, association,
organization or other entity, in each case whether or not having
separate legal personality;

1.2.9 a "related undertaking" means, in relation to any person,
any undertaking in which such person has a participating interest
as deemed by section 260(1) of the Companies Act 1985 as
substituted by section 22 of the Companies Act 1989 and, if that
latter section is not in force at the date of this Agreement, as
if such latter section were in force at such date;

1.2.10 a Subsidiary" means, in relation to any person, a
subsidiary of such person within the meaning given to that term
in Clause 1.2.3; and

1.2.11 a "year" means a calendar year.

For all purposes of this Agreement no Party shall be an associate
or a related undertaking of any other Party only by reason of all
or any of the share capital of any Party being owned directly or
indirectly by the Secretary of State.

    1.3      Interpretation:

1.3.1 In this Agreement:

     (a)references to the masculine shall include the feminine
and references in the singular shall include references in the
plural and vice versa;

(b)  references to the word "include" or "including" are to be
construed without limitation;

(c)  references to time are to London time;

(d)  except where the context otherwise requires, references to a
particular Part, Clause, sub-clause, paragraph, sub-paragraph or
Schedule shall be a reference to that Part, Clause, sub-clause,
paragraph, sub-paragraph or Schedule in or to this Agreement;

(e)  except where the context otherwise requires, references in a
Schedule to a particular Section, sub-section, Annex or Appendix
shall be a reference to that Section, sub-section, Annex or
Appendix in or to that Schedule; and

(f)  the table of contents, the headings to each of the Parts,
Clauses, sub-clauses, paragraphs, sub-paragraphs, Schedules,
Sections, sub-sections, Annexes and Appendices are inserted for
convenience only and shall be ignored in construing this
Agreement.

1.3.2 With respect to Part XV of and Schedule 21 to this
    Agreement (but not elsewhere or otherwise) :

(a)  in the event that any person is required to give or is
entitled to withhold its consent or approval to terms and
conditions of this Agreement or an Agreed Procedure or Code of
Practice or to any
other act, matter or thing under or referred to in this Agreement
or has agreed to revise such terms and conditions or an Agreed
Procedure or Code of Practice or any dispensation therefrom,
such person shall act in good faith and be reasonable in giving
or withholding of such consent or approval or in imposing
conditions to such consent or approval or in agreeing revised
terms and conditions of Part XV of or Schedule 21 to this
Agreement or any Agreed Procedure or Code of Practice; and

(b)  where any person is required to perform any act or give any
consent or notification or do any other thing, it shall, in the
absence of any specified time limit, perform, give or do or (as
the
case may be) notify its withholding of its consent or approval to
the same as soon as is reasonably practicable in all the
circumstances.

    1.4Hierarchy: If the provisions of an Agreed Procedure, a
Code of Practice, a Service Line or the Development Policies are 
inconsistent with the provisions of this Agreement, the provisions of 
this Agreement shall prevail to the extent of such inconsistency. If the 
provisions of a Service Line are inconsistent with the provisions of an 
Agreed Procedure or a Code of Practice, the provisions of the
Service Line shall prevail to the extent of such inconsistency.

1.5(a)The Parties undertake to review the Agreed Procedures, the
Codes of Practice and the Service Lines by no later than the date
(the "Review End Date") falling 30 days after the date on which
this Clause 1.5 takes effect in accordance with a workplan in
form and content agreed by the Executive Committee and the
Settlement System Administrator as at the date on which this
Clause 1.5 takes effect, such workplan to include the principle
that ESIS will provide discussion drafts of the Service Lines to
the Executive Committee and that these redrafts will then be the
subject of the joint review by ESIS and the Executive Committee.

(b) In reviewing the Agreed Procedures, the Codes of Practice and
the Service Lines:

(i)  the product of each Service Line shall remain unaltered and
if any Agreed Procedure or Code of Practice shall have a product
which is part of the current working practice of ESIS but which
is not currently in a Service Line, that product shall be
incorporated into the relevant Service Line;

(ii)subject to (i) above, each of the Agreed Procedures, the
Codes of Practice and the Service Lines shall be brought into
line with Parties' working practices current at the date on which
this Clause 1.5 takes effect and made consistent inter se.

(c)  Each of the Parties undertakes to comply at all times with
its obligations under or pursuant to the Service Lines
notwithstanding that the same are being reviewed as provided in
this Clause 1.5.

(d)
(i)  Each of the Parties undertakes to comply at all times with
the Agreed Procedures and the Codes of Practice insofar as
applicable to such Party provided that:

(A)  subject to (B) below, pending completion of the review of
the Agreed Procedures and Codes of Practice pursuant to this
Clause 1.5, if Parties' working practices current at the
date on which this Clause 1.5 takes effect are inconsistent with
the terms of any Agreed Procedure or Code of Practice, such
working practices shall prevail (but without prejudice and
subject to the requirements of Clause 1.5(b)(i)); and

(B)  if the review of a Service Line, Agreed Procedure or Code of
Practice pursuant to this Clause 1.5 is not completed by the
Review End Date then, until it is completed, the Parties shall
continue to comply with the Parties' working practices then
current.

    (ii)The Executive Committee shall provide copies of the
Agreed Procedures and Codes of Practice to a Party upon request.

    (e)Nothing in this Clause 1.5 shall affect Clause 1.4 or any
other review of Agreed Procedures, Codes of Practice or Service Lines 
required or permitted elsewhere pursuant to this Agreement.

    1.6Obligation on Generators with respect to Availability
Declarations: In respect of each of its Centrally Despatched Generating 
Units a Generator shall submit an Availability Declaration or a re-declared 
Availability Declaration to ensure that its Genset Offered Availability and 
Genset Re-Offered Availability do not exceed at any time the maximum 
Gross/Net generation which it, acting as a prudent operator using Good 
Industry Practice, would reasonably expect to achieve if such Centrally 
Despatched Generating Unit were to be despatched at that level.
In this Clause 1.6 capitalised terms not defined in Clause 1.1
shall have the respective meanings given to them in the Pool Rules.

    1.71998: The provisions of Schedule 22 shall have effect.

    1.81998 Framework Agreement: The Parties and the Meter
Operator parties agree that, to accommodate the removal of the franchise 
limit generally contained in Condition 2 of the Second Tier Supply Licences 
scheduled for 31st March, 1998 (the "1998 Programme"), changes may be needed 
to this Agreement.  The Parties and Meter Operator Parties therefore 
authorise the Chief Executive to maintain a document (the "1998 Framework 
Agreement") which shall contain points of principle and text relating to the 
implementation of the 1998 Programme which have been approved in principle 
by either the Executive Committee or Pool Members in general meeting. It is 
the intention of Pool Members that the 1998 Framework Agreement will be 
revised as further principles and/or text are agreed by the Executive 
Committee or Pool Members in general meeting so that, in good time before 
31st March, 1998, the 1998 Framework Agreement will contain all text 
necessary to be included in this Agreement in order to implement the 
1998 Programme. Notwithstanding the Agreement of Pool Members or the. 
Executive Committee to the inclusion of such principles and/or text 
in the 1998 Framework Agreement, it is agreed by the Parties and Meter 
Operator Parties that no part of the 1998 Framework Agreement shall have 
effect or shall alter, amend or replace any part of this Agreement until 
included in this Agreement by way of a supplemental agreement hereto and 
the process in this Clause 1.8 shall not bind or commit any Party or 
Meter Operator Party or otherwise affect in any way the rights and
discretions of any Party or Meter Operator Party to withhold or
qualify its agreement to any supplemental agreement to this Agreement.

    2.THE EFFECTIVE DATE

Commencement: The rights and obligations of each of the Parties
under this Agreement shall commence on the Effective Date.
    
    3.ADDITIONAL PARTIES

3.1 General: Subject to the following provisions of this Clause
3, the Parties shall admit as an additional party to this Agreement 
any person (the New Party") (not, for the avoidance of doubt, being 
a successor Settlement System Administrator, Pool Funds Administrator, 
Grid Operator or Ancillary Services Provider, to which the provisions of 
Clause 3.11, 3.12, 3.13 or, as the case may be, 3.14 apply) who applies 
to be admitted, in the capacity or, as the case may be, capacities requested 
by the New Party.

3.2 Admission Application: A New Party wishing to be admitted as
an additional party to this Agreement shall complete an Admission Application
and shall deliver it to the Executive Committee together with the fee
(which shall be non refundable) and other documents (if any) therein 
specified.

    3.3Executive Committee response:

3.3.1 Upon receipt of any Admission Application duly completed
the Executive Committee shall notify (for information only) all
Parties and the Director of such receipt and of the name of the
New Party.

3.3.2 Within 60 days after receipt of a duly completed Admission
Application from a New Party the Executive Committee shall notify
the New Party and the Director either:

    (a)that the New Party shall be admitted as a Party, in which
event the provisions of Clause 3.6 shall apply; or

(b)  that the Executive Committee requires the New Party to
produce evidence satisfactory to the Executive Committee ("Additional
Evidence") demonstrating the New Party's fulfilment of the
admission conditions relevant to it set out in its Admission
Application, in which event the provisions of Clause 3.4 shall
apply.

if the Executive Committee shall fail so to notify the New Party
and the Director, the New Party may within 28 days after the
expiry of the said 60 day period refer the matter to the Director
pursuant to Clause 3.5, in which event the provisions of that
Clause shall apply.

    3.4Additional Evidence: Within 28 days (or such longer period
as the Executive Committee in its absolute discretion may allow) after the
Executive Committee has given notice pursuant to Clause 3.3.2(b) the New 
Party shall:

3.4.1 provide the Executive Committee with the Additional
Evidence, in which event the provisions of Clause 3.6 shall apply; or

3.4.2 refer the matter to the Director pursuant to Clause 3.5, in
which event the provisions of that Clause shall apply,

failing which the New Party's application for admission shall
lapse and be of no effect and the New Party shall not be, and
shall not be entitled to be, admitted as a Party consequent upon
such application (but without prejudice to any new application
for admission it may make thereafter).

    3.5Reference to the Director:

 3.5.1 If:

    (a)any dispute shall arise between the Executive Committee
and a New Party over whether the New Party has fulfilled the
admission conditions relevant to it; or

    (b)the Executive Committee shall have failed to notify the
New Party as provided in Clause 3.3 within the 60 day period therein
specified,

the issue of whether the New Party has fulfilled the admission
conditions relevant to it may be referred by way of written
application of the New Party, copied to the Executive Committee,
to the Director for determination. The determination of the
Director, which shall be made within 28 days after receipt of the
said written application and shall be to the effect set out in
paragraph (a) or (b) of Clause 3.5.2, shall be final and binding
for all purposes. The Director shall publish reasons supporting
his determination.

3.5.2
(a)  If the determination is to the effect that the New Party has
fulfilled the said admission conditions, the New Party shall be
admitted and the provisions of Clause 3.6 shall apply.

(b)  If the determination is to the effect that the New Party has
not fulfilled the said admission conditions, the New Party's
application for admission shall lapse and be of no effect and the
New Party shall not be, and shall not be entitled to be,
admitted as a Party consequent upon such application (but without
prejudice to any new application it may make thereafter).

    3.6Admission: If:

3.6.1 the Executive Committee shall notify the New Party and the
Director as provided in Clause 3.3.2(a); or

3.6.2 following a request for Additional Information pursuant to
Clause 3.3.2(b), the New Party provides the same within the
period specified in Clause 3.4; or

3.6.3 the New Party is to be admitted as a Party pursuant to
Clause 3.5,

the Executive Committee shall forthwith prepare or cause to be
prepared an Accession Agreement. Subject to the Executive
Committee making all notifications and filings (if any) required
of it for regulatory purposes and obtaining all regulatory
consents and approvals (if any) required to be obtained by it,
the Executive Committee shall instruct the Chief Executive or
another person authorised by the Executive Committee for the
purpose to prepare an Accession Agreement and to sign and deliver
the Accession Agreement on behalf of all Parties other than the
New Party and the New Party shall also execute and deliver the
Accession Agreement and, on and subject to the terms and
conditions of the Accession Agreement, the New Party shall become
a Party for all purposes of this Agreement with effect from the
date specified in such Accession Agreement (and, if no such date
is so specified, the date of such Accession Agreement). The New
Party shall pay all costs and expenses associated with the
preparation, execution and delivery of its Accession Agreement.
Each Patty hereby authorizes and instructs the Chief Executive
and each person authorized for the purpose by the Executive
Committee to sign on its behalf Accession Agreements and
undertakes not to withdraw, qualify or revoke such authority and
instruction at any dime. The Executive Committee shall promptly
notify all Parties and the Director of the execution and delivery
of each Accession Agreement.

3.7  Additional Agreements: Upon and as a condition of admission
as a Party, a New Party shall execute and deliver such further
agreements and documents and shall do all such other acts,
matters and things as the Executive Committee may reasonably
require.

    3.8Application fees: All fees received by the Executive
Committee in respect of any application by a New Party to become
a Party shall be used to defray the costs and expenses of the
Executive Committee and shall be paid to such account as the
Executive Committee may direct. The application fee shall be pounds 250
or such other amount as the Executive Committee may, with the
prior approval of the Director, from time to time prescribe.

    3.9Compliance: Each Party shall procure that her so long as
it is a Party it shall at all times satisfy or otherwise comply
with the admission conditions set out in its Admission
Application applicable to it (and/or such further or other
conditions as the Executive Committee may from time to time
reasonably specify) and upon request from time to time shall
promptly provide the Executive Committee with evidence reasonably
satisfactory to the Executive Committee of such satisfaction and
compliance.

    3.10Change of capacities:

3.10.1 Any Founder Generator, any Founder Supplier, any
Externally Interconnected Party and any Party admitted as an
additional party to this Agreement pursuant to this Clause 3 may,
upon application to the Executive Committee and satisfaction of 
such conditions (if any) as the Executive Committee may reasonably 
require, change the capacity(ies) in which it participates as a Party.

3.10.2 If upon receipt of any Admission Application the Executive
Committee shall consider that the New Party should either:

(a)   not be admitted as a Party in the capacity in which it has
applied so to be admitted but should be admitted in another
capacity; or

(b)   be admitted both in the capacity in which it has applied so
to be admitted and in another capacity,

then the Executive Committee shall within the period specified in
Clause 3.3.2 notify the New Party and the Director accordingly
and shall specify what, if any, additional evidence the Executive
Committee requires the New Party to produce to demonstrate its
fulfillment of the admission conditions relevant to its admission
in such other capacity(ies). The provisions of Clauses 3.4, 3.5
and 3.6 shall apply mutatis mutandis but as if the references
therein to Additional Evidence were read and construed as
references to the said additional evidence.

3.11 Successor Settlement System Administrator: Any successor
Settlement System Administrator requiring to be admitted as a
Party in that capacity shall, upon application to the Executive
Committee, be so admitted by way of Accession Agreement modified
insofar as is necessary to take account of the capacity in which
such successor is to be admitted. The provisions of Clause 3.6
shall apply mutatis mutandis to any such admission.

3.12  Successor Pool Funds Administrator: Any successor Pool
Funds Administrator appointed in accordance with the provisions
of Schedule 15 shall be admitted as a Party in that capacity at
such time and on such terms and conditions as the Executive
Committee may reasonably require.

3.13  Successor Grid Operator: Any successor Grid Operator
requiring to be admitted as a Party in that capacity shall, upon
application to the Executive Committee, be so admitted by way of
Accession Agreement modified insofar as is necessary to take
account of the capacity in which such successor is to be
admitted. The provisions of Clause 3.6 shall apply mutatis
mutandis to any such admission.

3.14     Successor Ancillary Services Provider: Any successor
Ancillary Services Provider requiring to be admitted as a Party
in that capacity shall, upon application to the Executive
Committee, be so admitted by way of Accession Agreement modified
insofar as is necessary to take account of the capacity in which
such successor is to be admitted. The provisions of Clause 3.6
shall apply mutatis mutandis to any such admission.

                             PART II

                  OBJECTS, REVIEW AND PRIORITY

    4.OBJECTS AND PURPOSE OF THE AGREEMENT

    4.1Principal objects and purpose: The principal objects and
purpose of this Agreement are:

4.1.1 to provide a set of rules which, when implemented, will
quantify:

    (a)the financial obligations owed by certain Pool Members to
other Pool Members in respect of the former Pool Members' purchases
of electricity produced or delivered by such other Pool Members;
and

    (b)the financial obligations owed by certain Pool Members to
the Ancillary Services Provider in respect of the purchase of
Ancillary Services;

4.1.2 to establish, maintain and operate efficiently computer and
other systems (whether or not computer related) which will
implement the rules referred to in Clause 4.1.1; and

4.1.3 by following the procedures for amending this Agreement set
out or referred to herein, to keep under review and promote the
implementation, administration and development of the systems
referred to in Clause 4.1.2 in a way which takes into account,
and balances, the respective interests of actual and potential
generators and suppliers of electricity and of consumers of
electricity and providers of Ancillary Services.

4.2  Interpretation: In the construction and interpretation of
this Agreement due regard shall be had to the principal objects and 
purpose set out in Clause 4.1.

4.3  Exercise of rights: In exercising its rights under this
Agreement, each Party shall exercise and enforce such rights and 
perform its obligations in good faith having due regard both to its 
own legitimate commercial interests and the principal objects and purpose 
set out in Clause 4.1.

 TRANSITIONAL ARRANGEMENTS AND REVIEWS

    5.1[Not used].

Transitional Arrangements

5.2 Transitional Arrangements: The Parties acknowledge and agree
that the arrangements described or referred to in the first column of
Schedule 12

("Transitional Arrangements") have been designed as transitional
arrangements only. The Parties undertake with each other to use
all reasonable endeavours (including, where appropriate, through
their representation on the Executive Committee) to give effect
to the principle (the New Principle") set opposite the relevant
Transitional Arrangement in the second column of Schedule 12 by
the date set opposite such Transitional Arrangement in the third
column of that Schedule. Clauses 5.9 to 5.14 (inclusive) shall
have effect in relation to all Transitional Arrangements.

Regular Reviews

    5.3Conduct of reviews: Within a period (the "Review Period")
of six months beginning on each of the dates referred to in
Clause 5.5 (the Review Dates") the Executive Committee shall
review in consultation with the Settlement System Administrator
and the Pool Auditor the operation in practice of this Agreement
and the Settlement System to assess whether the principal objects
and purpose set out in Clause 4.1 are being or could be better
achieved. In carrying out each such review the Executive
Committee shall give due consideration to any matter referred to
it by any Party, the Pool Auditor, the Director or the Secretary
of State. Clauses 5.5 to 5.15 (inclusive) shall have effect in
relation to the reviews described in this Clause 5.3, and such
reviews  shall be in addition to the reviews associated with the
Transitional Arrangements.

    5.4[Not used].

    5.5Review Dates: The Review Dates are:

5.5.1those dates falling 12 and 24 months after the Effective
Date;

5.5.2those dates falling on the last day of each successive
period of two years, the first such period beginning on 30th
March, 1992; and

5.5.3such other date(s) as the Pool Members in general meeting
may from time to time determine.

5.6  Reports: Promptly (and in any event within one month) after
the end of each Review Period the Executive Committee shall prepare 
or cause to be prepared a written report of its review containing such 
matters as are referred to in Clause

5.7   and a copy of such report shall be sent to each Party, the
Pool Auditor, the Director and the Secretary of State.

5.7 Content of reports: Each report referred to in Clause 5.6
shall set out:

5.7.1 the scope of the review conducted;

5.7.2the matters reviewed and the investigations and enquiries
made;

5.7.3     the findings of such review;

5.7.4the recommendations (if any) as to the changes to be made to
this Agreement and the Settlement System so as to achieve or
better to achieve the principal objects and purpose set out in
Clause 4.1;

5.7.5the effect which any such recommendation referred to in
Clause 5.7.4 would, if implemented, have on the role of the Pool
Auditor under this Agreement and any comments of the Pool Auditor
thereon;

5.7.6the financial effects (if any) which any such recommendation
referred to in Clause 5.7.4 would, if implemented, have on Pool
Members; and

5.7.7.such other matters as the Executive Committee shall
consider appropriate.

If any Committee Member shall disagree with any of the
recommendations made in any such report, such report shall set
out the reasons for such disagreement and any alternative
proposals of such Committee Member.

5.8  General Meeting approval: Within two months after the end of
each Review Period the Executive Committee shall convene an extraordinary
general meeting of Pool Members to consider and, if thought ft. approve
(in whole or in part) the recommendations (the "Recommendations") made in the
report referred to in Clause 5.6. If any Recommendation is so approved
(an "Approved Recommendation") then, subject to Clause 13.5, the
provisions of Clauses 5.9 to 5.14 (inclusive) shall have effect in relation
thereto. If any Recommendation is not so approved, no further action shall be
taken in respect thereof arising from such report.

Works Programme

5.9  Works Programme: In respect of each Transitional Arrangement
and each Approved Recommendation the Executive Committee shall:

5.9.1in the case of a Transitional Arrangement, by the date set
opposite such Transitional Arrangement in the fourth column of Schedule 12; 
and

5.9.2in the case of an Approved Recommendation, by the date
stipulated by the Pool Members in general meeting or (if no date
is stipulated) within a reasonable time,

prepare (or cause to be prepared) in consultation with the Pool
Auditor a programme (the Works Programme", which expression shall
include any associated documentation hereinafter referred to in
this Clause 5.9) which programme shall (unless otherwise resolved
by the Executive Committee after consultation with those Parties
not being Pool Members who might reasonably be expected to be
affected by the Works Programme) include:

(a)  a detailed timetable for the implementation of the New
Principle or (as the case may be) the Approved Recommendation,
including (where appropriate) a series of milestone and/or target
dates for the achievement of specified parts of such programme;

(b)  a full explanation of how such New Principle or Approved
Recommendation is to be implemented, including a detailed
analysis of such New Principle or Approved Recommendation and the
objectives which it is intended to achieve, the work involved,
the resources required and the amendments likely to be required
to this Agreement, the Specification and to any other relevant
agreement or document and of any changes required to be made to
the Software or the Hardware; and

(c) an estimate of the cost of such implementation supported by a
breakdown of such cost and a detailed commentary on each element
thereof together with proposals for the recovery of such cost,

and (unless otherwise resolved by the Executive Committee after
consultation with those Parties not being Pool Members who might
reasonably be expected to be affected by the Works Programme)
shall be supported by:

    (i)any draft legal documentation required to give effect to
the amendments referred to in paragraph (b) above; and

    (ii)the outline form of agreement appointing the Works
Programme Manager as project manager for the implementation of the Works
Programme (which form shall, where the Settlement System
Administrator is or, in the Executive Committee's opinion, is
likely to be the Works Programme Manager or where the Works Programme
involves changes to the Specification or the Software, be
prepared in consultation with the Settlement System Administrator).

5.10 Review: The Executive Committee shall arrange for a copy of
each Works Programme to be sent to each Party, the Pool Auditor
and the Director for review under cover of a letter setting a
deadline for receipt of comments on such Works Programme (being
no earlier than one month and no later than two months after the
date of despatch of copies of the Works Programme for comment)
and indicating to whom such comments should be addressed. Within
such time as is reasonable after the deadline set for receipt of
comments but, in any event, within two months thereafter, the
Executive Committee shall revise (or cause to be revised) the
Works Programme to take into account (so far as it consider
desirable) the comments received from the Parties, the Pool
Auditor and the Director.

5.11 General Meeting referral: As soon as a Works Programme has
been revised as provided in Clause 5.10 (or, if the Executive
Committee considers no such revision desirable, within one month
after the deadline set under Clause 5.10 for receipt of comments 
on such Works Programme), the Executive Committee shall convene an 
extraordinary general meeting of Pool Members to consider and, 
if thought fit, approve such Works Programme (with or without amendment).

5.12 Approval of the Works Programme:

5.12.1A Works Programme shall not be given effect to unless and
until approved by the Pool Members in general meeting.
Additionally, if a Works Programme or any part thereof shall
involve a matter requiring the approval of Generators or
Suppliers in separate general meeting under Clause 13.2 (a "Class
Issue"), then such Works Programme shall not be given effect to
unless and until approved by the relevant class of Pool Members.
If a Works Programme shall not be duly approved (with or without
amendment), then the Executive Committee shall revise (or cause
to be revised) the same to take account of the wishes of the Pool
Members in general meeting and/or (as the case may be) in
separate general meeting and thereafter such revised Works
Programme shall be re-submitted to the Pool Members in general
meeting and, if such revised Works Programme or any part thereof
shall involve a Class Issue, to the relevant Pool Members in
separate general meeting, in each case for approval (with or
without amendment). This revision and re-submission procedure
shall be repeated as often as may be required until such time as
the Pool Members in general meeting and, as necessary, in
separate general meetings approve the Works Programme.

5.12.2Notwithstanding the provisions of Clause 5.12.1, the
Executive Committee and each Party shall be entitled at any time
prior to the approval of a Works Programme by the Pool Members in
general meeting and (where required under Clause 5.12.1) by the
relevant class of Pool Members in separate general meeting to
apply to the Director requesting that the implementation of the
New Principle or (as the case may be) the Approved Recommendation
should not proceed or should not proceed in the manner set out by
such Works Programme and, in such event, effect shall not be
given to the Works Programme pending the determination of the
Director and then (subject as provided in Clause 5.14) only to
the extent (if at all) that the Director in his absolute
discretion shall approve.

5.13 Implementation: The implementation of all Works Programmes
shall be project managed by the Settlement System Administrator
or (if the Settlement System Administrator is unable or unwilling
so to project manage) such other person as the Executive
Committee shall nominate (the "Works Programme Manager") upon and
subject to such terms and conditions as are agreed by the
Executive Committee with the Works Programme Manager and the cost
thereof recovered in accordance with the terms of the relevant
Works Programme. Cost overruns, liquidated damages and all other
financing costs, incentives and penalties shall be financed,
levied and/or paid at the times and in the manner provided for in
such Works Programme. Costs incurred by the Settlement System
Administrator shall be recovered in accordance with the Charging
Procedure. The Executive Committee shall require the Works
Programme Manager to prepare and submit to the Executive
Committee no less frequently than quarterly a written report
giving a detailed commentary on the progress of implementing each
Works Programme, including a comparison of actual progress made
against the timetable set by such Works Programme and of actual
costs incurred against budgeted costs.

5.14 Pool Auditor's approval: At the completion of the work
required by each Works Programme but prior to effect being given
to the New Principle or (as the case may be) the Approved
Recommendation the Executive Committee shall request the Pool
Auditor to issue an opinion in form and content satisfactory to
the Executive Committee confirming to all Parties and the
Director that the Pool Auditor has inspected and tested the
arrangements giving effect to the New Principle or (as the case
may be) the Approved Recommendation and is satisfied (without
qualification or reservation) that such arrangements do give
effect to the New Principle or Approved Recommendation in the
manner required by the Works Programme. The Executive Committee
shall use all reasonable endeavours to make (or procure to be
made) such modifications to such arrangements as are necessary to
enable the Pool Auditor to give its opinion without qualification
or reservation, and the costs of any such modification shall be
recovered in accordance with the relevant Works Programme. If the
Pool Auditor's opinion can be given only with qualification or
reservation, the Executive Committee shall convene an
extraordinary general meeting of Pool Members and, where required
under Clause 5.12.1, a separate general meeting of Generators
and/or (as the case may be) Suppliers to consider and, if thought
fit, approve such arrangements in the knowledge that the Pool
Auditor's opinion can be given only with qualification or
reservation. Subject to the provisions of Clause 6, each of the
Parties undertakes with each of the other Parties promptly
following the issue of the Pool Auditor's opinion (but, where
such opinion has a qualification or reservation, only after
approval as aforesaid by the Pool Members in general meeting and,
where required under Clause 5.12.1, by the relevant class of Pool
Members in separate general meeting) to execute and deliver any
amending agreement or other documents and to take such other
action as may reasonably be required of it to give effect to such
arrangements, in any such case at its own cost and expense.

5.15 Secretary of State's approval: In respect of the Secretary
of State's decision as set out in his letter of 11th December,
1991 to the Chief Executive concerning the selling of the output
of plant by Generators with on-site demand under this Agreement:
-

5.15.1each of the Parties undertakes with each of the other
Parties forthwith to take all such steps (including as to the
execution of any document) as may be required to give full force
and effect to the decision of the Secretary of State. Each of the
Parties shall take all such steps at its own cost and expense
except that the Settlement System Administrator, the Pool Funds 
Administrator and the Ancillary Services Provider shall be entitled 
to recover any such costs and expenses in accordance with the terms 
of this Agreement; and

5.15.2each of the Parties acknowledges and agrees that damages
would not be an adequate remedy for any failure by it to give in
accordance with Clause 5.15.1 full force and effect to the
decision of the Secretary of State pursuant to this Clause 5.15
and that, accordingly, each of the other Parties and the Director
shall be entitled to the remedies of injunction, specific
performance and other equitable relief for any threatened or
actual such failure and that no proof of special damages shall be
necessary for enforcement.

5.16 Director's modifications:

5.16.1Where the Monopolies and Mergers Commission has issued a
report on a reference under section 12 of the Act which:

    (a)includes conclusions to the effect that any of the matters
specified in the reference operate, or may be expected to
operate, against the public interest;

    (b)specifies effects adverse to the public interest which
those matters have or may be expected to have;

    (c)includes conclusions to the effect that those effects
could be remedied or prevented by modifications of the conditions of any
Licence and such modifications would require a change to the
Pooling and Settlement Agreement; and

    (d)specifies modifications by which those effects could be
remedied or prevented,

the Director may, subject to the following provisions of this
Clause, require such modifications to this Agreement as are
requisite for the purpose of remedying or preventing the adverse
effect specified in the report.

5.16.2Before requiring modifications to be made pursuant to this
Clause, the Director shall have regard to the modifications
specified in the report. Further, the Director shall not, and
shall not be entitled to, require a modification to be made to
this Agreement which modification could not have been achieved
lawfully through a modification of one or more Licences
consequent upon the report (but as if, for this purpose, only
those Parties who are holders of Licences were parties to this
Agreement).

5.16.3Before requiring modifications to be made pursuant to this
Clause, the Director shall give notice:

    (a)stating that he proposes to make the modifications and
setting out their effect;

    (b)stating the reasons why he proposes to make the
modifications; and

    (c)specifying the period (not being less than 28 days from
the date of publication of the notice) within which representations or
objections with respect to the proposed modifications may be
made,

and shall consider any representations or objections from any
person which are duly made and not withdrawn.

5.16.4A notice under Clause 5.16.3 shall be given:

    (a)by publishing the notice in such manner as the Director
considers appropriate for the purpose of bringing the matters to which the
notice relates to the attention of persons likely to be affected
by the making of the modifications; and

    (b)by serving a copy of the notice on each Party, the
Executive Committee and the Pool Auditor.

5.16.5After considering any representations or objections which
are duly made and not withdrawn pursuant to Clause 5.16.3, the
Director may by notice published as provided in Clause 5.16.4(a)
and served on those referred to in Clause 5.16.4(b) specify the
modifications to this Agreement which he requires to be made and
the date upon which such modifications are to take effect and
each of the Parties undertakes with each other of the Parties
promptly to take all such steps as may be necessary to give full
force and effect to the modifications so required. Any costs
incurred by the Settlement System Administrator in giving effect
to such modifications shall be recovered in accordance with the
Charging Procedure.

6.  ENTRENCHED PROVISIONS, INCONSISTENCIES AND CONFLICTS

Entrenched Provisions

    6.1Secretary of State's consent: The Parties acknowledge and
agree that, notwithstanding any other provision of this Agreement, no
amendment to or variation of any of the matters dealt with in any of the
following provisions of this Agreement shall take effect without the 
prior written consent of the Secretary of State:

6.1.1 Clause 5.15, Part XIV and Section 28 of Schedule 9; and

6.1.2 this Clause 6.1.

6.2  Director's consent: The Parties acknowledge and agree that,
notwithstanding any other provision of this Agreement, no
amendment to or variation of any of the matters dealt with in any
of the following provisions of this Agreement shall take effect
without the prior written consent of the Director:

    6.2.1(a)Clauses 3.5, 4, 5.12.2, 5.15, 5.16, 6.11, 11, 13, 15.6, 
53.6, 67.3, 67.4, 83, 84 and 85 and Section 8 of Schedule 14 and Section 7 
of Schedule 20;

(b) sub-section 19.1 of Schedule 14; and

(c) paragraphs 1.4, 2.2.3, 3.3, 3.4, 3.7, 4.4.1, 6.4, 6.5, 17.3
and 22.5 of Schedule 21;

6.2.2without prejudice to Clause 6.2.3, the Pool.Rules or any of
them, other than an amendment or variation which:

(a)  involves only a change of a technical nature in the systems,
rules and procedures contemplated by this Agreement; and

    (b)will not increase the liability or decrease the rights of
any Party under this Agreement beyond what may reasonably be regarded
as de minimis in relation to such Party,

but in any event including Section 22 thereof;

6.2.3 any provision of this Agreement which requires or permits
any matter to be referred to the Director for approval, consent,
direction or decision or confers any rights or benefits upon the
Director; and

6.2.4 this Clause 6.2.

6.3  Settlement System Administrator's consent: The Parties
acknowledge and agree that, notwithstanding any other provision of 
this Agreement, insofar as directly affects in any material respect 
the rights, benefits, duties, responsibilities, liabilities and/or
obligations of the Settlement System Administrator no amendment
to or variation of any of the matters dealt with in any of the
following provisions of this Agreement shall take effect:

6.3.1without the prior written consent of the Settlement System
    Administrator: -

(a)  the definitions in Clause 1.1 of "Agreed Procedure",
"Charging Procedure", "Code of Practice", force Majeure", "Good
Industry Practice", "Hardware", "SSA Arrangements" and "SSA
System";

(b) Clauses 6.9, 7.3, 7.6, 9.5, 10.9, 10.10, 19.4, 34.1, 34.2,
35.3, 35.6, 36.2, 37, 66, 68, 69, 74 and 78.2;

(c) Schedule 4;

(d)Sections 1.6 (and its application to any other Section of
Schedule 9), 1.7 and 3 of Schedule 9; and

    (e)this Clause 6.3;

6.3.2without the prior written consent of the Settlement System
Administrator (such consent not to be unreasonably withheld or
delayed) :

    (a)Clauses 18.1.2, 18.1.4, 19.5, 41, 45, 47.1, 47.3, 48.1,
48.2, 48.9, 60, 70, 71.1, 71.4 and 71.5;

(b) Part XXII (other than Clauses 74 and 78.2);

(c) Section 30 of, and Appendix 4 to, Schedule 9;

(d) Section 2(b) of Part C to Schedule 17; and

(e) paragraphs 4 to 16 (inclusive), 18, 19, 21 and 22 of Schedule
21.

6.4  Pool Funds Administrator's consent: The prior written
consent of the Pool Funds Administrator may be needed to certain 
amendments to or variations of this Agreement, as provided in Schedule 15.

6.5  Grid Operator's consent: The Parties acknowledge and agree that,
notwithstanding any other provision of this Agreement, insofar as directly
affects in any material respect the rights, benefits, duties, responsibilities,
liabilities and/or obligations of the Grid Operator, no amendment to or
variation of any of the matters dealt with in any of the following provisions
shall take effect:

6.5.1without the prior written consent of the Grid Operator:
(a) Clauses 6.9, 7.3, 7.6, 9.5, 10.9, 10.10, 19.4, 25, 37.3, 47 to 50
(inclusive), 66, 68, 69, 72, 74 and 78.2;

(b) sub-section 3.1 of Appendix 2 to Schedule 9; and

(c) this Clause 6.5; and

6.5.2without the prior written consent of the Grid Operator (such
consent not to be unreasonably withheld or delayed), any other
provision of this Agreement,

Provided that the references to Parties and to the Grid Operator
in this Clause 6.5 shall be construed as if they were references
to such terms prior to the creation of Meter Operator Parties and
the associated amendments to this Agreement, but this shall be
without limitation to any right of the Grid Operator to consent
to any amendment or variation to this Agreement under this Clause
6.5.

6.6  Ancillary Services Provider's consent: The Parties acknowledge and 
agree that, notwithstanding any other provision of this Agreement, insofar 
as directly affects in any material respect the rights, benefits, duties,
responsibilities, liabilities and/or obligations of the Ancillary Services
Provider, no amendment to or variation of any of the following provisions 
shall take effect:

6.6.1 without the prior written consent of the Ancillary Services
Provider:

(a)  Clauses 6.9, 7.3, 7.6, 9.5,10.9, 10.10,19.4, 25, 52.3, 66,
68, 69, 72, 74 and 78.2;

(b)  Part XI and the provisions expressly incorporated therein by
reference;

(c)  Sections 1.8, 23, 24.8 and 28 of Schedule 9; and

(d)  this Clause 6.6; and

6.6.2without the prior written consent of the Ancillary Services
Provider (such consent not to be unreasonably withheld or
delayed), any other provision of this Agreement.

6.7  Amendments generally:

6.7.1The following provisions of this Clause 6.7 are without
prejudice to the rights, powers and privileges of the Secretary
of State and the Director under the Act or any Licence or
otherwise howsoever.

6.7.2In relation to Schedule 4 (including its Appendix), and save
as provided in Clause 6.7.3, where that Schedule provides for an
amendment to the SSA Arrangements, the Menus of Prices or the
Variation Menus (or any or any part thereof) to be agreed between
certain designated persons and those persons agree in writing the
amendment to be made, then the SSA Arrangements, the Menu of Prices or, 
as the case may be, the Variation Menus (or the relevant one or part 
thereof) shall be so amended without the need for any other Party to 
execute or deliver any amending or confirmatory document and each Party
hereby consents to such amendments being made in such a manner
and undertakes not to withdraw that consent.

6.7.3In the following cases the amendment procedure set out in
Clause 6.7.2 shall itself be modified as hereinafter provided:

     (a)if Schedule 4 refers to "formal documentation" being
agreed to give effect to the amendment, an amending agreement executed
by all Parties shall be required;

     (b)if the consent of a particular person is required to be
obtained under Clauses 6.1 to 6.6 (inclusive), the amendment shall not
take effect until that consent has been obtained.

6.7.4 Subject to:

(a)  any consent of a particular person required to be obtained
under Clauses 6.1 to 6.6 (inclusive) being obtained;

(b)  the requirements of Clauses 6.7.5 and 13.2,

and save as provided otherwise in this Agreement, any amendment
to or variation of this Agreement shall be effective if approved
by Pool Members in general meeting pursuant to Clause 13.1 or
13.2 and all Parties agree promptly to execute and deliver all
agreements and other documentation and to do all such other acts,
matters and things as may be necessary to give effect to such
amendment or variation.

6.7.5Where any change is proposed to be made to this Agreement
which, if made:

    (a)would introduce provisions dealing with matters not then
dealt with in or expressly contemplated by this Agreement; and

     (b)would in any material respect directly affect the rights,
benefits, duties, responsibilities, liabilities and/or obligations under
this Agreement of the Settlement System Administrator, the Grid
Operator, the Ancillary Services Provider and/or any Externally
Interconnected Party,

such change shall not be made without the prior written consent
of the relevant one of them (in each case not to be unreasonably
withheld or delayed) provided that the reference to the Grid
Operator in this Clause 6.7.5 shall be construed as if it was a
reference to such term prior to the creation of Meter Operator Parties 
and the associated amendments to this Agreement, but this shall be without 
limitation to any right to consent to any amendment or variation of this 
Agreement under this Clause 6.7.5.

                  Inconsistencies and Conflicts

6.8  Internal inconsistencies and conflicts: In the event of any
inconsistency or conflict:

6.8.1the Pool Rules shall prevail over the other provisions of
this Agreement (except Clause 4);

6.8.2the provisions of this Agreement shall prevail over the
Specification; and

6.8.3the Specification shall prevail over the Software,

and the Parties shall use all reasonable endeavours promptly to
secure the elimination of such inconsistency or conflict.

6.9  External inconsistencies and conflicts:

6.9.1Each of the Parties hereby acknowledges and agrees the
desirability of achieving and maintaining consistency and absence
of conflict between the provisions of this Agreement and the Grid
Code but recognises that, due principally to the different
functions and objectives of this Agreement and the Grid Code, the
fact that there may be Parties who are not bound by the Grid Code
and the different procedures in this Agreement and the Grid Code
for review of their respective terms, it will not in all
circumstances be possible to avoid inconsistency or conflict.

6.9.2Where at the Effective Date there is an inconsistency or
conflict between the provisions of this Agreement and the Grid
Code the Executive Committee shall first consider the matter and
make recommendations and thereafter the Parties shall negotiate
in good faith to eliminate such inconsistency and/or conflict
having regard to the different functions and objectives of the
Grid Code and this Agreement.

6.9.3Each of the Parties shall use its reasonable endeavours to
ensure that where any change to this Agreement is proposed to be
made which may reasonably be expected to require a change to the-
Grid Code (or vice versa) such change is brought by the Executive
Committee to the attention of the Grid Code Review Panel in good
time to enable it to consider what corresponding change, if any,
should be made to the Grid Code or (as the case may be) this
Agreement. In any such consideration, the Parties acknowledge and
agree that it would be desirable in the event of any
inconsistency or conflict between the provisions of this Agreement and 
the Grid Code if regard were had by the Grid Code Review Panel to the 
principles set out in Clause 6.9.4.

6.9.4The principles referred to in Clause 6.9.3 are that:

    (a)where by reason of any inconsistency or conflict the security,
quality of supply and/or safe operation of the NGC Transmission
System under both normal and/or abnormal operating conditions
would necessarily be compromised and/or the Grid Operator
would necessarily be in breach of its obligations under the Act or
its Transmission Licence, the provisions of this Agreement should
be made to conform (to the extent of such inconsistency or
conflict) to those of the Grid Code; and

    (b)in any other case, where by reason of such inconsistency or
conflict there is or is Likely to be a material financial effect on any
class of Pool Members or on all or a significant number of Pool
Members, the provisions of the Grid Code should be made to
conform (to the extent of such inconsistency or conflict) to those
of this Agreement.

6.9.5The Parties acknowledge that changes to the Grid Code are
required to be approved by the Director.

6.9.6Where there is any conflict or inconsistency between the
Grid Code and the Pool Rules, no Party shall be liable hereunder
or under the Grid Code as a result of complying with its
obligations under this Agreement or under the Grid Code.

6.10 Breaches of the Pool Rules: If at any time any Party
believes that there has been a breach of the Pool Rules, such
Party shall promptly report the same in writing to the Executive
Committee.

6.11 Director's requests: The Executive Committee shall:

     (i)give due and prompt consideration to any matter referred
to it in writing by the Director;

     (ii)advise the Director in writing of any decision or action
of the Executive Committee in relation to such matter.

     (iii)provide the Director in writing with an explanation in
reasonable detail of the reasons for such decision or action; and

     (iv)if reasonably requested by the Director (having regard,
in particular, to the resources available to the Executive Committee), 
in relation to any proposal by the Director for a change to any 
provision of this Agreement provide or procure the provision of advice 
and assistance to the Director as soon as reasonably practicable as to the 
implications of the change and the actions necessary to implement it 
(including any relevant feasibility study).


                            PART III
                                
              POOL MEMBERSHIP AND GENERAL MEETINGS

7.  INTRODUCTION

7.1  Obligations contractually binding: Each Pool Member
acknowledges and agrees that it is bound to each other Pool
Member as a matter of contract and will comply with its
obligations under this Agreement.

7.2  Externally Interconnected Parties: Each Externally
Interconnected Party acknowledges and agrees that it is bound to
each Pool Member as a matter of contract and undertakes to comply
with the Pool Rules so far as they may be applicable to it and
each Pool Member acknowledges and agrees that it is bound to each
Externally Interconnected Party as a matter of contract and will
comply with its obligations under this Agreement.

7.3  Parties not Pool Members: The Settlement System
Administrator, the Pool Funds Administrator, the Grid Operator
and the Ancillary Services Provider shall not be Pool Members and
shall not be bound as against other Pool Members or the Executive
Committee except as expressly provided for in this Agreement, the
Escrow Agreement and the Funds Transfer Agreement in their
respective roles as Settlement System Administrator, Pool Funds
Administrator, Grid Operator and Ancillary Services Provider.

7.4 Pool Rules:

7.4.1The Pool Rules as at 1st April, 1996 are set out in Schedule
9. The Settlement System calculations shall be carried out on the
basis of the Settlement System and the Pool Rules.

7.4.2The Pool Rules shall be developed under the control of the
Executive Committee. Subject to Clause 6, the Executive Committee
may at any time and from time to time change all or any of the
Pool Rules upon notification to all Parties and Meter Operator
Parties, and any such change shall be binding on all Parties and
Meter Operator Parties without further action being required on
the part of any person.

7.5  Pool Member's obligations:

7.5.1   Save as otherwise expressly provided in this Agreement,
the obligations of each Pool Member under this Agreement are
several and a Pool Member shall not be responsible for the
obligations or liabilities of any other Pool Member. The failure
of any Pool Member to carry out all or any of its obligations
under this Agreement shall not relieve any other Pool Member of
all or any of its obligations hereunder.

7.5.2   In respect of those obligations of a Pool Member (the
"Indemnifying Pool Member") under this Agreement which are
expressed to be several, the Indemnifying Pool Member shall
indemnify and keep indemnified each other Pool Member from and
against all losses, costs (including legal costs) and expenses
which such other Pool Member may suffer or incur as a result of
being held liable by operation of law (or contesting any such
liability) for the performance or non-performance of all or any
of such obligations of the Indemnifying Pool Member.

7.6  Information: In respect of all data and other information
which a Pool Member or an Externally Interconnected Party (not
being a Pool Member) is required to notify to the Settlement
System Administrator under or pursuant to this Agreement (other
than (i) Metered Data (as defined in paragraph 3.1.2 of Schedule
9) and (ii) pursuant to paragraph 2.3.2 of Schedule 9, the
relevant Pool Member or (as the case may be) Externally
Interconnected Party shall use all reasonable endeavours to
ensure that all such data and other information is complete and
accurate in all material respects.

8.   POOL MEMBERSHIP

8.1 Initial Pool Members: The initial Pool Members shall be the
Founder Generators and the Founder Suppliers.

8.2 Additional Pool Members:

8.2.1Subject to the following provisions of this Clause 8.2 and
Clause 8.13 and to the fulfilment by the Party concerned of the
conditions set out or referred to in Clause 8.3 (the "Pool
Membership Conditions"), any Party shall, upon application to the
Executive Committee, be admitted as a Pool Member.

8.2.2 For the purposes of this Clause 8, "Party" shall include
any person who is applying to be admitted as a Party pursuant to
Clause 3 contemporaneously with being admitted as a Pool Member
but shall exclude the Settlement System Administrator, the Pool
Funds Administrator, the Grid Operator and the Ancillary Services
Provider.

8.2.3 Subject to Clause 8.2.4, the admission of a Party as a Pool
Member shall take effect on the date (the "Admission Date")
specified by the Executive Committee (with the prior agreement of
the Settlement System Administrator) in a notice given by the
Executive Committee to the relevant Party no later than 28 days
after the Satisfaction Date, provided that the Admission Date
shall be a date falling no earlier than the Satisfaction Date and
(unless otherwise agreed by the Executive Committee, the
Settlement System Administrator and such Party) no later than 90
days after the Satisfaction Date. In default of such notification
being given by the Executive Committee within the said 28 days,
the admission shall take effect on the day falling 35 days after
the Satisfaction Date. For the purposes of this Clause, the
"Satisfaction D n shall be the day on which the last of the Pool
Membership Conditions required to be fulfilled by such Party
shall have been fulfilled by it.

8.2.4 No person shall be admitted as a Pool Member unless prior
to or contemporaneously with such admission it shall have been or
(as the case may be) shall be admitted as a Party.

8.2.5 Prior to a Party's admission as a Pool Member the Executive
Committee shall, where appropriate, determine and notify the
relevant Party of the amount of Security Cover (if any) to be
provided by such Party.

8.3  Pool Membership Conditions:

8.3.1 Where a person has been admitted as a Party pursuant to
Clause 3 otherwise than contemporaneously with being admitted as
a Pool Member pursuant to Clause 8, the Pool Membership
Conditions applicable to it shall (unless otherwise determined by
the Director upon the application of such person or the Executive
Committee) be those that would have been applicable to it if it
had applied to be admitted as a Pool Member at the date of its
admission as a Party and, subject as aforesaid, such person shall
not be required to fulfil any further or other Pool Membership
Conditions introduced after such date unless the applicant
notifies the Executive Committee in writing prior to or
contemporaneously with its application for admission as a Pool
Member that it wishes such further or other conditions to apply,
in which case the Pool Membership Conditions applicable to it
shall (subject as aforesaid) be those applicable on the date of
its application for admission as a Pool Member.

8.3.2 The Pool Membership Conditions required to be fulfilled by
a Party prior to its admission as a Pool Member are:

(a)  the due completion by the Party and the delivery to the
Executive Committee of a Pool Membership Application;

(b)  in respect of any Metering System required to be taken into
account for the purposes of Settlement and which relates to the
Party, the provision of evidence reasonably satisfactory to the
Executive Committee that:

(i)  there is a Registrant and an Operator for such Metering
System;

(ii) such Registrant has provided to the Settlement System
Administrator the information required for standing data purposes
as required by this Agreement or the relevant Agreed Procedure;
and

(iii) such Metering System conforms with the requirements of Part
XV, all relevant Agreed Procedures and all Codes of Practice and
is compatible with the Settlement System;

(c) the Party has entered into and has in full force and effect
all appropriate Connection Agreements or, if the Party is
applying to be admitted as an External Pool Member, that all
appropriate Connection Agreements with the relevant Externally
Interconnected Party in relation to the relevant Interconnection
are in full force and effect;

(d) the provision of such information as the Executive Committee
may reasonably require to enable the Executive Committee to
ascertain whether any of the provisions of Clause 11.4 are
applicable to that Party, to determine whether that Party is an
Independent Generator, Small Generator and/or Independent
Supplier and to calculate the initial Weighted Votes and Points
of that Party as a Pool Member under Clause 11.3 and Schedule 13
respectively;

(e)  the provision of such information as the Executive Committee
may reasonably require:

(i)  to enable the Executive Committee to ascertain whether (and,
if so, on what basis) that Party is entitled to take the benefit
of any exception in Clause 8.5 claimed by it; and

(ii) to assist the Executive Committee in making any
determination under Clause 8.5 relevant to that Party;

(f)  if the Party is a Generator (other than an External Pool
Member), the provision of evidence reasonably satisfactory to the
Executive Committee that the Party operates or has under its
control one or more Generating Units, which Generating Unit(s)
has (have) provided electricity to the Total System or will be
capable of so providing electricity within such period as the
Executive Committee .nay specify; and

(g)  if the Party is an External Pool Member, the provision of
evidence reasonably satisfactory to the Executive Committee that
the Party has the right to use one or more Generation Trading
Blocks and/or the right to take electricity across an External
Interconnection under an Interconnection Agreement then in full
force and effect.

8.4  Compliance: Each Pool Member shall procure that for so long
as it is a Pool Member it shall at all times satisfy or otherwise
comply with those Pool Membership Conditions (whether set out in
this Agreement or in its Pool Membership Application) applicable
to it (and/or such further or other conditions as the Executive
Committee may from time to time reasonably specify). Each Pool
Member shall upon request from time to time promptly provide the
Executive Committee with such information as the Executive
Committee may reasonably require (i) to enable the Executive
Committee to ascertain whether (and, if so, on what basis) that
Pool Member is entitled to take the benefit of any exception in
Clause 8.5 claimed by it, and (ii) to assist the Executive
Committee in making any determination under Clause 8.5 relevant
to that Party, and further with evidence reasonably satisfactory
to the Executive Committee of such satisfaction and compliance.

8.5  Restrictions applicable to Pool Members:

8.5.1 At each of its Sites, or where any such Site forms part of
a Trading Site, such Trading Site, each Generator shall sell its
entire Exports of electricity to Pool Members pursuant to this
Agreement except:

(a)  for its Exports of electricity from any generating station
in respect of which (but for other generating stations owned or
operated by it) it would not be required to hold a Generation
Licence, being Exports at any Site or, as the case may be,
Trading Site for which the Generator is not required to complete
a Supplemental Agreement to the Master Connection and Use of
System Agreement

Provided that the Generator has given the Executive Committee
either on the Effective Date or not less than 10 Business Days
before that Site or, as the case may be, Trading Site is
withdrawn from the requirements of this provision, written notice
that the circumstances described in sub paragraph (a) apply; or

(b)  for the output of electricity from any of its Generating
Units in circumstances which the Executive Committee resolves by
a vote passed by 80 per cent. or more of the votes of all
Committee Members (after consultation with the Director) are
exceptional.

8.5.2 In respect of all its requirements for electricity which a
Supplier wishes to purchase from Pool Members, the Supplier shall
purchase the same pursuant to this Agreement, provided that
nothing in this Agreement shall prevent or restrict the purchase
by a Supplier otherwise than pursuant to this Agreement:

(a)  in circumstances where the Supplier is acting otherwise than
in its capacity as a consumer, of all or part of that output of
electricity from any Generating Unit which is not required to be
sold to Pool Members pursuant to Clause 8.5.1 or of electricity
which has been purchased by an External Pool Member at its
associated External Interconnection as an export from the NGC
Transmission System pursuant to this Agreement; or

(b)  in circumstances where the Supplier is acting in its
capacity as a consumer:

(i)  of electricity from any Supplier which has purchased that
electricity pursuant to this Agreement; or

(ii) of such output of electricity as is referred to in paragraph
(a) above; or

(c)  in circumstances where the Supplier is a Supplier holding a
PES Licence and is acting in its capacity as a PES, of
electricity from any Supplier which is a Supplier holding a PES
Licence, which operates a Distribution System directly connected
to the Distribution System operated by the Supplier first
mentioned in this paragraph (c) and which has purchased that
electricity pursuant to this Agreement; or

(d)  in circumstances which the Executive Committee resolves by a
vote passed by 80 per cent. or more of the votes of all Committee
Members (after consultation with the Director) are exceptional,
from any person.

For the purposes of this Clause 8.5.2 a "consumer" means a person
who purchases electricity from a Supplier for its own consumption
at premises owned or occupied by that person.

8.6  Restrictions applicable to non-Pool Members: Save as
otherwise expressly provided, a Party which is not a Pool Member
shall not be entitled to any of the rights and benefits accorded
to Pool Members under this Agreement.

8.7  Resignation: Subject as provided in Clause 8.8:

8.7.1a Party (other than the Settlement System Administrator, the
Pool Funds Administrator, the Grid Operator, the Ancillary
Services Provider and each Externally Interconnected Party) shall
be entitled at any time to resign as a Party by delivering a
Resignation Notice to the Secretary; and

8.7.2 such resignation shall take effect 28 days after receipt of
the Resignation Notice by the Secretary.

Promptly after receipt of a duly completed Resignation Notice
from a Party, the Secretary shall notify (for information only)
all of the other Parties, the

Executive Committee and the Director of such receipt and of the
name of the Party wishing to resign.

8.8 Restrictions on resignation: A Party may not resign as a
Party (and any Resignation Notice delivered pursuant to Clause
8.7.1 shall lapse and be of no effect) unless:

8.8.1 as at the date its resignation would otherwise become
effective all sums due from such Party to the Executive Committee
or any other Party under (a) this Agreement, (b)the Funds
Transfer Agreement or (c) any agreement entered into pursuant to
this Agreement (whether by or on behalf of such Party) and
notified for the purposes of this Clause 8.8 by the Executive
Committee to such Party prior to the date of its resignation,
have been paid in full; and

8.8.2 it would not be a breach of any Licence condition
applicable to such Party so to resign.

8.9 Release as a Party: Without prejudice to Clause 66.7 and its
accrued rights and liabilities and its rights and liabilities
which may accrue in relation to the period during which it was a
Party under this Agreement, the Funds Transfer Agreement or any
agreement referred to in Clause 8.8.1(c), upon a Party's
resignation becoming effective in accordance with Clause 8.7:

8.9.1 such Party (if it is a Pool Member) shall cease
automatically to be a Pool Member;

8.9.2 such Party shall be automatically released and discharged
from all its obligations and liabilities under this Agreement,
the Funds Transfer Agreement and any agreement referred to in
Clause 8.8.1(c); and

8.9.3 each of the other Parties shall be automatically released
and discharged from its obligations and liabilities to such Party
under this Agreement, the Funds Transfer Agreement and any
agreement referred to in Clause 8.8.1 (c).

Each Party shall promptly at its own cost and expense execute and
deliver all agreements and other documentation and do all such
other acts, matters and things as may be necessary to confirm
such cessation, release and discharge.

8.10 Withdrawal as a Party: If a Party (the "Withdrawing Party")
shall apply on three occasions to be admitted as a Pool Member
pursuant to this Clause 8 and on each such occasion it is not so
admitted by reason of its failure to fulfil the relevant Pool
Membership Conditions then with effect from the date the
Withdrawing Party is deemed to receive notification from the
Executive Committee pursuant to Clause 75 that it has failed for
the third time to fulfil such conditions, without prejudice to
Clause 66.7 and its accrued rights and liabilities, and its
rights and liabilities which may accrue in relation to the period
during which it was a Party, under any agreement entered into
pursuant to this Agreement (whether by or on behalf of the
Withdrawing Party) and notified to it for the purposes of this
Clause 8.10 by the Executive Committee prior to the date of its
cessation as a Party:

8.10.1 the Withdrawing Party shall automatically cease to be a
Party and shall be automatically released and discharged from all
its obligations and liabilities under this Agreement and any such
agreement;

8.10.2 each of the other Parties shall be automatically released
and discharged from its obligations and liabilities to the
Withdrawing Party under this Agreement and any such agreement;
and

8.10.3 each Party shall promptly, at the cost and expense of the
Withdrawing Party, execute and deliver all agreements and other
documentation and do all such other acts, matters and things as
may be necessary to confirm such cessation, release and
discharge.

8.11 External Pool Members: A person who has been admitted as an
External Pool Member shall immediately cease to be a Pool Member
(such cessation to be without prejudice to Clause 66.7) upon
either:

8.11.1 all of its rights under an Interconnection Agreement to
use the relevant External Interconnection(s) for taking or
delivering electricity from or to the NGC Transmission System
having permanently ceased; or

8.11.2 the relevant External Interconnection(s) permanently
ceasing to be connected to the NGC Transmission System.

8.12 Change of capacities: Any Pool Member may, upon application
to the Executive Committee and satisfaction of those of the Pool
Membership conditions relevant to its new capacity and such other
conditions (if any) as the Executive Committee may reasonably
require, change the capacity(ies) in which it participates as a
Pool Member and any Pool Member who acquires an additional
capacity in which it participates as a Pool Member shall be
deemed to have been admitted as a new Pool Member pursuant to
Clause 8.2 in that additional capacity.

8.13 Saving: The Executive Committee shall have the right to
waive compliance by a Party with all or any of the Pool
Membership Conditions either absolutely or on terms if, in the
opinion of the Executive Committee, this is necessary to ensure
or help ensure that the Settlement process operates efficiently
or that the interests of other Pool Members are safeguarded.

9.   GENERAL MEETINGS

9.1  Annual general meeting: Once in, and no later than 31st
March of, each year Pool Members shall hold a general meeting as
their annual general meeting in addition to any other meetings of
Pool Members in that year, and notices calling such general
meeting shall specify it as the annual general meeting. At each
annual general meeting the Pool Members shall be required to
consider and, where appropriate, resolve upon the following,
namely:

9.1.1 a report prepared by the Executive Committee on the
Settlement System and its operation during the immediately
preceding year, which report shall include:

(a)  a review of the operation of the Settlement System, the
Charging Procedure, the PFA Accounting Procedure and the Funds
Transfer System during the immediately preceding year;

(b)  a report on the progress of all Works Programmes then
current and of all changes to the operation of the Settlement
System, the Charging Procedure, the PFA Accounting Procedure, the
Funds Transfer System, all revisions to this Agreement and all
enhancements, improvements and modifications of or to the
Specification, the Hardware or the Software, in each case which
have been undertaken pursuant to this Agreement;

(c)  a review of performance over the immediately preceding year
against the business plan referred to in Clause 9.1.6; and

(d)  such other information or matters as the Executive Committee
shall consider appropriate (including any proposed revision to
this Agreement);

9.1.2 a report prepared by the Pool Auditor on the Settlement
System and its operation during the immediately preceding year,
which report shall include:

(a)  a summary of the audits, reviews, tests and/or checks
referred to in Part IX carried out by the Pool Auditor during
such immediately preceding year;

(b)  any recommendation which the Pool Auditor wishes to make
regarding the operation of the Settlement System, the Charging
Procedure, the PFA Accounting Procedure, the ASP Accounting
Procedure and the Funds Transfer System; and

(c)  such other information or matters which the Executive
Committee may reasonably require or the Pool Auditor shall
consider appropriate;

9.1.3 [Not used].

9.1.4the appointment of Committee Members pursuant to Clause 15
(where appropriate, in separate class meetings of Pool Members);

9.1.5 such matters as any Pool Member present in person may wish
to raise at such meeting, notice of which has been given to the
Secretary no later than seven days before the date of such
meeting, it being acknowledged and agreed that failure by a Pool
Member so to notify shall not prejudice the right of any Pool
Member to ask questions at such meeting on any matter then before
such meeting;

9.1.6 a business plan prepared by the Executive Committee for the
then current year and the next following four years (or such
shorter period as the Pool Members in general meeting shall from
time to time determine) on the Settlement System and the Funds
Transfer System and their operation and in relation to all other
matters which are the subject of this Agreement;

9.1.7 the election of the Pool Chairman pursuant to Clause 16;
and

9.1.8 such other matters as the Executive Committee sees fit to
propose and of which notice has been given in accordance with
Clause 9.4.1.

9.2 General meetings: All general meetings of Pool Members other
than annual general meetings shall be extraordinary general
meetings.

9.3 Calling meetings: All general meetings of Pool Members shall
be called by 14 days' notice in writing at the least, provided
that a general meeting of Pool Members shall, notwithstanding
that it is called by shorter notice, be deemed to have been duly
called if it is so agreed by a majority in number of the Pool
Members having a right to attend and vote at such meeting, being
a majority in number together holding not less than 95 per cent.
of the Total Votes.

9.4 Convening meetings:

9.4.1 An annual general meeting shall be convened by the
Secretary on the instructions of the Executive Committee and any
notice convening such a meeting shall set out or append details
of any such matters as are referred to in Clause 9.1.8 and shall
be accompanied by a copy of the reports referred to in Clauses
9.1.1 and 9.1.2 and of the business plan referred to in Clause
9.1.6. The Secretary shall use its reasonable endeavours to
notify the Pool Chairman and Pool Members in advance of the
relevant annual general meeting of any such matters referred to
in Clause 9.1.8 of which the Secretary has received notice in
accordance with that Clause.

9.4.2 Extraordinary general meetings shall be convened:

(a)  by the Secretary on the instructions of the Executive
Committee or of any one or more Committee Members pursuant to
Clause 13 4; or

(b)  by the Executive Committee, forthwith upon receipt of a Pool
Members' requisition being a requisition of Pool Members holding
together at the date of the deposit of the requisition not less
than two per cent. of the Total Votes of all Pool Members; or

(c)  by the Secretary on tile instructions of the Pool Chairman.

9.4.3 A Pool Members' requisition shall state the objects of the
meeting and must be signed by or on behalf of the requisitionists
and deposited at the office of the Secretary, and may consist of
several documents in like form each signed by one or more
requisitionists. If the Executive Committee does not within 21
days from the date of the deposit of the requisition proceed duly
to convene an extraordinary general meeting for a date not later
than two months after the said date of deposit, the
requisitionists may themselves convene a meeting, but any meeting
so convened shall not be held after the expiration of three
months from such date. A meeting convened under this Clause 9.4
by requisitionists shall be convened in the same manner, as
nearly as possible, as that in which meetings are to be convened
by the Executive Committee.

9.5 Notice of general meetings: Any notice convening any general
meeting of Pool Members shall be exclusive of the day on which it
is served or deemed to be served and of the day for which it is
given, and shall specify the place, the day and the hour of the
meeting and the general nature of the business of such meeting
and shall be given to all Parties, all Committee Members, the
Pool Chairman, the Chief Executive (if any), the Pool Auditor and
the Director. The accidental omission to give notice of a meeting
to, or the non-receipt of notice of a meeting by, any person
enticed to receive notice shall not invalidate the proceedings at
that meeting. In every such notice there shall appear with
reasonable prominence a statement that a Pool Member entitled to
attend and vote is entitled to appoint a proxy to attend, speak
and (subject to Clause 12.1) vote in its place and that a proxy
need not also be a Pool Member.

9.6 Quarterly meetings:

9.6.1 The Secretary shall, on the instructions of the Executive
Committee, convene meetings of Pool Members not less frequently
than once in each Quarter to discuss reports prepared by the
Executive Committee pursuant to Clause 24.2.14 and any other
matter of interest which is the subject of this Agreement. Unless
the Executive Committee otherwise determines, no such meeting
shall be convened for the Quarter in which any annual general
meeting is to take place.

9.6.2The provisions of Clauses 9.3 and 9.5 shall apply, mutatis
mutandis, for the purposes of the notice and the calling of
quarterly meetings pursuant to Clause 9.6.1 as if such meetings
were general meetings of Pool Members and the provisions of
Clause 10.9 shall also apply mutatis mutandis. Nothing in this
Agreement shall prevent a quarterly meeting being convened also
as an extraordinary general meeting.

10. PROCEEDINGS AT GENERAL MEETINGS

10.1 General: Save as provided in Clause 12.8 and Part IV, all
business of Pool Members shall be transacted at general meetings
of Pool Members, the proceedings for the conduct of which are set
out in this Clause 10.

10.2 Quorum: No business shall be transacted at any general
meeting of Pool Members unless a quorum of Pool Members is
present at the time when the meeting proceeds to business. Save
as herein otherwise provided, a quorum shall be Pool Members
present in person representing:

10.2.1 50 per cent. or more of the aggregate number of Weighted
Votes to which all Generators are entitled under Clause 11.2.1;
and

10.2.2 50 per cent. or more of the aggregate number of Weighted
Votes to which all Suppliers are entitled under Clause 11.2.2.

10.3 Lack of quorum: If within half an hour from the time
appointed for the general meeting a quorum is not present, the
meeting shall stand adjourned to the same day in the next week,
at the same time and place or to such other day and at such other
time and place as the Executive Committee may determine and, if
at the adjourned meeting a quorum is not present within half an
hour from the time appointed for the meeting, the Pool Member(s)
present shall be a quorum.

10.4 Chairman: The Pool Chairman shall preside as chairman at
every general meeting and separate general meeting of Pool
Members (other than one convened to consider his removal) or, if
there is no Pool Chairman or if he shall not be present within 15
minutes after the time appointed for the holding of the meeting
or is unwilling to act or if the relevant meeting has been
convened to consider the removal of the Pool Chairman, the Chief
Executive (if any) shall preside as chairman or, if the Chief
Executive shall not be present or is unwilling to act or if the
relevant meeting has been convened to consider the removal of the
Chief Executive, the Pool Members present shall choose one of
their number to be chairman of the meeting.

10.5 Adjournments: The chairman of the meeting may, with the
consent of any general meeting of Pool Members at which a quorum
is present (and shall if so directed by the meeting) adjourn the
meeting from time to time and from place to place, but no
business shall be transacted at any adjourned meeting other than
the business left unfinished at the meeting from which the
adjournment took place. When a meeting is adjourned for 30 days
or more, notice of the adjourned meeting shall be given as in the
case of an original meeting. Save as aforesaid, it shall not be
necessary to give any notice of an adjournment or of the business
to be transacted at an adjourned meeting.

10.6 Demand for a poll: At any general meeting of Pool Members a
resolution put to the vote of the meeting shall be decided on a
show of hands unless a poll is (before or on the declaration of
the result of the show of hands) demanded:

10.6.1 by the chairman of the meeting; or

10.6.2 by at least two Pool Members present in person or by
proxy; or

10.6.3 by any Pool Member present in person or by proxy and
holding not less than two per cent. of the Total Votes of all
Pool Members.

Unless a poll be so demanded a declaration by the chairman of the
meeting that a resolution has on a show of hands been carried or
carried unanimously, or by a particular majority, or lost and an
entry to that effect in the book containing minutes of the
proceedings of general meetings 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. The demand for
a poll may be withdrawn.

10.7 Timing of poll: Except as hereinafter provided in this
Clause 10.7, if a poll is duly demanded it shall be taken in such
manner as the chairman of the meeting directs, and the result of
the poll shall be deemed to be the resolution of the meeting at
which the poll was demanded. A poll demanded on the election of
the chairman of the meeting or on a question of adjournment shall
be taken forthwith. A poll demanded on any other question shall
be taken at such time as the chairman of the meeting directs, and
any business other than that upon which a poll has been demanded
may be proceeded with pending the taking of the poll.

10.8 No casting vote: In the case of an equality of votes,
whether on a show of hands or on a poll, the chairman of the
meeting at which the show of hands takes place or at which the
poll is demanded, shall not be entitled to a second or casting
vote.

10.9 Representation of non-Pool Members: Each of the Chief
Executive (if any) or his duly appointed representative, the
Settlement System Administrator, the Pool Funds Administrator,
the Grid Operator and the Ancillary Services Provider shall be
obliged to attend, and each other Party, each Committee Member,
the Pool Auditor and the Director (or its or his duly appointed
representative) shall have the right to attend, at each general
meeting of Pool Members, and each of them shall have the right to
speak (but not to vote) thereat.

10.10 Minutes: The Secretary shall prepare minutes of all general
meetings of Pool Members and shall circulate copies thereof to
all Parties, each Committee Member, the Pool Chairman, the Chief
Executive (if any), the Pool Auditor and the Director as soon as
practicable (and in any event within ten working days) after the
relevant meeting has been held.

11 1.VOTING

11.1 Membership Votes: Each Pool Member shall be entitled to one
vote by reason of its Pool Membership (its "Membership Vote").

11.2 Weighted Votes: Subject as provided in Clauses 11.3 and
11.4, in respect of any Quarter: -

11.2.1 each Pool Member which is a Generator shall be entitled in
that capacity to one vote for each GWh of Genset Metered
Generation of all its Allocated Generating Units for all
Settlement Periods falling in the Votes Calculation Period
relative to such Quarter, as determined from the final run of
Settlement (as referred to in paragraph D(3) of the Preamble to
Schedule 9) for each such Settlement Period; and

11.2.2 each Pool Member which is a Supplier shall be entitled in
that capacity to such number of votes as is equal to the total
GWh of Consumer Metered Demand taken by that Pool Member in all
Settlement Periods falling in the Votes Calculation Period
relative to such Quarter, as determined from the final run of
Settlement (as referred to in paragraph D(3) of the Preamble to
Schedule 9) for each such Settlement Period,

each such vote a "Weighted Voter.

For the purposes of this Clause 11.2:

(A)  a Generating Unit shall be an Allocated Generating Unit of a
Pool Member (in this Clause, the "Identified Pool Member") if it
belongs to the Identified Pool Member as of the date on which the
Executive Committee calculates the Weighted Votes of Pool Members
for the relevant Quarter pursuant to Clause 11.3.2. If at any
time during such Quarter an Allocated Generating Unit shall
belong to another Pool Member tin this Clause, the Transferee
Pool Member"), the Weighted Votes attributed to the Identified
Pool Member for such Quarter by reason of the Allocated
Generating Unit belonging to it shall be transferred to the
Transferee Pool Member as of the date on which such Allocated
Generating Unit first belongs to the Transferee Pool Member (and
the Identified Pool Member and the Transferee Pool Member shall
jointly notify the Executive Committee in writing of such date in
good time before its occurrence);

(B)  a Generating Unit shall belong to a Pool Member if it is
owned by that Pool Member and not leased to another person or if
it is leased by that Pool Member from another person;

(C)  a Pool Member shall notify the Executive Committee promptly
on request of its Allocated Generating Units and the Executive
Committee and each other Party may rely on the information in
that notification and in any notification under paragraph (A)
above without further enquiry or need to verify that information;

(D)  in determining the meaning of "good time" for the purposes
of paragraph (A) above one factor to be taken into account is
that the Settlement System Administrator must be allowed
sufficient time to effect the necessary changes in Settlement
associated with the transfer of the relevant Allocated Generating
Unit; and

(E)  the Executive Committee may, upon application of any Pool
Member involved in any transfer of assets between Pool Members
during any Quarter, adjust as between the Pool Members involved
in such transfer, the number of Points and/or Weighted Votes to
which they in their capacities as Suppliers are entitled in
respect of the remaining part of that Quarter and/or one or both
of the two immediately succeeding Quarters if, in the opinion of
the Executive Committee, such adjustment would help accommodate
the consequences of such a transfer and not prejudice the
interests of any other Pool Member in any material respect.

11.3 Calculation of Weighted Votes: Subject as provided in Clause
11.4:

11.3.1 New Pool Members:

(a)  until the third Quarter Day next falling after the date of
its admission as a Pool Member, any Party who is admitted as a
Pool Member pursuant to Clause 8.2 shall have that number of
Weighted Votes as fall to be determined in accordance with the
following provisions of this Clause 11.3.1. Thereafter, such Pool
Member's Weighted Votes shall be calculated in accordance with
Clause 11.2;

(b)  until the third Quarter Day next falling after the date of
admission of the relevant Pool Member as a Pool Member such Pool
Member shall have that number of Weighted Votes as are accorded
to it upon its admission as a Pool Member by the Executive
Committee (which the Executive Committee shall do prior to the
date of such admission) who. shall have regard to the factors
listed in paragraph (c), (d) and/or (as the case may be) (e)
below or as are determined by the Director in accordance with
Clause 11.5;

(c)  the factors referred to in paragraph (b) shall in the case
of a Generator include:

(i)  the Registered Capacity of all Generating Units of such
Generator;

(ii) the Executive Committee's assessment of the likely
availability of all such Generating Units for the period from the
date of admission of such Pool Member as a Pool Member to the
third Quarter Day next falling after such date, having regard to
the registered Generation Scheduling and Despatch Parameters or
(as the case may be) Generation Trading Block Scheduling and
Despatch Parameters for such Generating Units;

(iii) the Executive Committee's assessment of the likely output
of all such Generating Units during such period having regard to
the output of Generating Units which in the Executive Committee's
opinion most nearly correspond to such Generating Units;

(iv) the Executive Committee's assessment of the likely daily
station load associated with the Power Stations of which such
Generating Units form part during such period; and

(v)  where a Generating Unit of an existing Pool Member is
transferred to, and then belongs to, such Generator at or soon
after the time of such Generator's admission as a Pool Member,
the Weighted Votes most recently attributed to that existing Pool
Member by reason of that Generating Unit shall be attributed to
such Generator as if such Generator were a Transferee Pool Member
under the provisions of paragraphs (A) and (B) of Clause 11.2;

(d)  the factors referred to in paragraph (b) above shall in the
case of a Supplier be the total GWh which would be supplied by
the relevant Supplier in the period from the date of admission of
such Pool Member as a Pool Member to the third Quarter Day next
falling after such date on the basis of its Customers' metered
demand or, where such metered information is not available, the
load profiles of its Customers used for the purposes of
estimating the consumption of Second Tier Customers; and

(e)  the factors referred to in paragraph (b) above shall in the
case of an External Pool Member be whichever one or more of those
factors referred to in paragraph (c) above and those referred to
in paragraph (d) above as the Executive Committee considers to be
most readily applicable to the Generating Units (if any) of such
Pool Member and to the level of demand for Active Energy of that
Pool Member across the relevant External Interconnection but as
if the references to Customers in paragraph (d) were references
to that Pool Member's own requirements;

11.3.2 Calculation: On or prior to each Quarter Day the Executive
Committee shall, on the basis of information to be supplied by
the Settlement System Administrator in accordance with Service
Line 10 (Service to CEO and Pool Members), calculate the number
of Weighted Votes to which each Pool Member whose Weighted Votes
are to be calculated in accordance with Clause 11.2 is entitled
in its capacity as a Generator or a Supplier for the Following
Quarter, and shall notify each Pool Member and the Director in
writing of the number of Weighted Votes of all Pool Members in
their respective capacities (whether calculated in accordance
with Clause 11.2 or 11.3.1). Subject to Clause 11.5, the
determination of the Executive Committee as to the number of
Weighted Votes of each Pool Member shall (in the absence of
manifest error) be final and binding for all purposes of this
Agreement;

11.3.3 Attribution: If a Pool Member shall receive one Weighted
Vote or no Weighted Votes by reason of the calculations under
Clause 11.2 or the foregoing provisions of this Clause 11.3, such
Pool Member shall nevertheless be accorded two Weighted Votes;

11.3.4 Rounding: In calculating Weighted Votes in accordance with
the provisions of Clause 11.2 and this Clause 11.3, the total GWh
for each Generator or (as the case may be) Supplier shall be
rounded up or down (0.5 being rounded upwards) to the nearest
whole number; and

11.3.5 Additional capacity: For the purposes of Clause 11 any
Pool Member who acquires an additional capacity in which it
participates as a Pool Member shall be deemed to have been
admitted as a new Pool Member pursuant to Clause 8.2 in that
additional capacity and until the third Quarter Day next falling
after the date such Pool Member's application to the Executive
Committee pursuant to Clause 8.12 is approved, it shall have that
number of Weighted Votes in that additional capacity as fall to
be determined in accordance with the provisions of Clause 11.3.1.
Thereafter, such Pool Member's Weighted Votes shall be calculated
in accordance with Clause 11.2.

11.4 Restrictions on Weighted Votes:

11.4.1 Generators: At no time shall the aggregate number of
Weighted Votes to which both Central Power Limited and
Peterborough Power Limited (together with their respective
affiliates and related undertakings) are entitled in their
capacity as Generators under the foregoing provisions of this
Clause 11 exceed 10 per cent. of the aggregate number of Weighted
Votes to which all Generators are entitled under the foregoing
provisions of this Clause 11 and the aggregate number of Weighted
Votes to which both such companies are entitled in that capacity
shall be limited accordingly and the number of Weighted Votes of
each such company in its capacity as a Generator shall be limited
accordingly and the number of Weighted Votes of each such company
in its capacity as a Generator shall, if necessary, be pro rata
reduced;

11.4.2 Suppliers: At no time shall the aggregate number of
Weighted Votes to which both National Power PLC and PowerGen pie
(together with their respective affiliates and related
undertakings) are entitled in their capacity as Suppliers under
the foregoing provisions of this Clause 11 exceed 10 per cent. of
the aggregate number of Weighted Votes to which all Suppliers are
entitled under the foregoing provisions of this Clause 11 and the
aggregate number of Weighted Votes to which both such companies
are entitled in that capacity shall be limited accordingly and
the number of Weighted Votes of each such company in its capacity
as a Supplier shall, if necessary, be pro rata reduced; and

11.4.3 Cap on Weighted Votes:

(a)  At no time shall the aggregate number of Weighted Votes to
which a Generator and its affiliates and related undertakings
which are also Generators are entitled in their capacity as
Generation under the foregoing provisions of this Clause 11
exceed 44 per cent. of the aggregate number of Weighted Votes to
which all Generators are entitled under the foregoing provisions
of this Clause 11 (after taking account of any limitation
required under Clause 11.4.1) and the aggregate number of
Weighted Votes to which such Generator and all such affiliates
and related undertakings are entitled in that capacity shall be
limited accordingly and the number of Weighted Votes of such
Generator and all such affiliates and related undertakings in
their capacity as Generators shall, if necessary, be pro rata
reduced.

(b)  At no time shall the aggregate number of Weighted Votes to
which a Supplier and its affiliates and related undertakings
which are also Suppliers are entitled in their capacity as
Suppliers under the foregoing provisions of this Clause 11 exceed
44 per cent. of the aggregate number of Weighted Votes to which
all Suppliers are entitled under the foregoing provisions of this
Clause 11 (after taking account of any limitation required under
Clause 11.4.2) and the aggregate number of Weighted Votes to
which such Supplier and all such affiliates and related
undertakings are entitled in that capacity shall be limited
accordingly and the number of Weighted Votes of each Supplier and
all such affiliates and related undertakings in their capacity as
Suppliers shall, if necessary, be pro rata reduced.

(c)  If any limitation or reduction pursuant to paragraph (a) or
(b) above would otherwise result in a Generator or (as the case
may be) a Supplier being accorded other than a whole number of
Weighted Votes, the Weighted Votes actually accorded to such
person shall be rounded down to the nearest whole number.

11.4.4 Interim arrangement: The Parties acknowledge that the
application of Clauses 11.4.1 and 11.4.2 has been limited to
named companies pending resolution of how (if at all)
restrictions on Weighted Votes should apply to Generators with
second tier supply businesses and to Suppliers with an interest
in a generation business. The Parties agree to use all reasonable
endeavours to reach an agreed resolution to this issue and to
amend this Agreement to give effect thereto no later than 31st
March, 1994 (or such later date as the Executive Committee may
decide).

11.5 Reference to the Director: If any person as is referred to
in Clause 11.3.1(a) shall dispute the calculation of or the
number of Weighted Votes accorded to it in accordance with Clause
11.3.1, such person may refer such dispute to the Director for
determination, whose determination as to the calculation of or
the number of Weighted Votes to which such person shall be
entitled shall be final and binding for all purposes of this
Agreement.

11.6 Alteration of Weighted Votes: The Director may at any time
by notice to the Executive Committee alter the calculation of
Weighted Votes set out in Clauses 11.2.1 and 11.2.2 and/or the
restrictions on Weighted Votes set out in Clause 11.4 if in his
opinion such alteration is required to achieve fair
representation for all Pool Members.

11.7 Total Votes: Each Pool Member shall be entitled to that
number of votes ("Total Votes") calculated in accordance with the
following formulae:

TV = X + Y

where:

X =  AxB
    2 x C

Y =  AxD
    2 x E

and where:

TV = the number of Total Votes (rounded up or down, 0.5 being
rounded up) to which such Pool Member shall be entitled

A = the greater of C and E and, where C is equal to E, C

B = the number of Weighted Votes for the time being of such Pool
Member in its capacity as a Generator

C = the number of Weighted Votes for the time being of all Pool
Members which are Generators, in their capacity as such (ignoring
those Generators whose voting rights have been suspended pursuant
to this Agreement)

D = the number of Weighted Votes for the time being of such Pool
Member in its capacity as a Supplier

E = the number of Weighted Votes for the time being of all Pool
Members which are Suppliers, in their capacity as such (ignoring
those Suppliers whose voting rights have been suspended pursuant
to this Agreement).

11.8 Calculation of Total Votes: On or prior to:

11.8.1 each Quarter Day;

11.8.2 each date upon which a New Party is admitted as a Pool
Member;

11.8.3 each date upon which a Pool Member's voting rights have
been suspended or reinstated pursuant to this Agreement; and

11.8.4 each date upon which a Pool Member ceases to be a Party,

the Executive Committee shall calculate for the Following Quarter
or (as the case may be) the remainder of the then current Quarter
the number of Total Votes to which each Pool Member is for the
time being entitled, and shall notify each Pool Member and the
Director in writing of the number of Total Votes of each of the
Pool Members. The determination of the Executive Committee as to
the number of Total Votes of each Pool Member shall (in the
absence of manifest error) be final and binding for all purposes
of this Agreement.

11.9 Records: The Executive Committee shall maintain, and retain
for a period of not less than eight years, a register recording
the Weighted Votes (as a Generator and as a Supplier) and Total
Votes of each Pool Member, which register shall be open for
inspection by any Party at the office of the Secretary during
normal business hours.

11.10 Voting or: a show of hands: On a show of hands every Pool
Member present in person shall have only its Membership Vote.

11.11 Voting on a poll: On a poll every Pool Member shall have
only its Total Votes. On a poll votes may be given either
personally or by proxy.

11.12 Objections: No objection shall be raised to the
qualification of any voter except at the meeting or adjourned
meeting at which the vote objected to is given or tendered, and
every vote not disallowed at such meeting shall be valid for all
purposes. Any such objection made in due time shall be referred
to the chairman of the meeting whose decision shall be final and
conclusive.

12.  PROXIES

12.1 Authority: Any Pool Member entitled to attend and vote at
any general meeting of Pool Members shall be entitled to appoint
another person (whether a Pool Member or not) as its proxy to
attend, speak and vote in its place, save that a proxy shall not
be entitled to vote except on a poll.

12.2 Authentication of proxy: The instrument appointing a proxy
shall be in writing either under seal or under the hand of an
officer or attorney duly authorized. proxy need not be a Pool
Member.

12.3 Deposit of proxy: The instrument appointing a proxy and the
power of attorney or other authority, if any, under which it is
signed or a certified copy of that power or authority shall be
deposited at the office of the Secretary or at such other place
within the United Kingdom as is specified for that purpose in the
notice convening the relevant general meeting of Pool Members,
not less than 48 hours before the time for holding the meeting or
adjourned meeting, at which the person named in the instrument
proposes to vote, or, in the case of a poll, not less than 24
hours before the time appointed for the taking of the poll, and
in default the instrument of proxy shall not be treated as valid.

12.4 Form of prosy (1): An instrument appointing a proxy shall be
in the following form or a form as near thereto as circumstances
admit:

"POOLING AND SETTLEMENT AGREEMENT FOR THE ELECTRICITY INDUSTRY IN
ENGLAND AND WALES dated 30th March, 1990

We, , of , being a Pool Member (as defined in the abovementioned
Agreement), hereby appoint of or, failing him, of , as our proxy
to vote for us on our behalf at the [annual or extraordinary, as
the case may be] general meeting of Pool Members, to be held on
the day of 19 , and at any adjournment thereof.

Signed this day of   19 ."

12.5 Form of proxy (2): Where it is desired to afford Pool
Members an opportunity of voting for or against a resolution the
instrument appointing a proxy shall be in the following form or a
form as near thereto as circumstances admit:

"POOLING AND SETTLEMENT AGREEMENT FOR THE ELECTRICITY INDUSTRY IN
ENGLAND AND WALES dated 30th March, 1990

We, , of , being a Pool Member (as defined in the abovementioned
Agreement), hereby appoint - of or, failing him, of , as our
proxy to vote for us on our behalf at the [annual or
extraordinary, as the case may be] general meeting of Pool
Members, to be held on the day of 19 , and at any adjournment
thereof.

Signed this    day of 19

This form is to be used in favour of the resolution;
                against

Unless otherwise instructed, the proxy will vote as he thinks
fit.

Strike out whichever is not desired."

12.6 Authority to demand a poll: The instrument appointing a
prosy shall be deemed to confer authority to demand or join in
demanding a poll.

12.7 Proxy valid: A vote given in accordance with the terms of an
instrument of proxy shall be valid notwithstanding the previous
revocation of the proxy or of the authority under which the proxy
was executed, provided that no intimation in writing of such
revocation shall have been received by the Secretary at his
office before the commencement of the meeting or adjourned
meeting at which the proxy is used.

12.8 Resolution in writing: A resolution in writing signed by all
the Pool Members for the time being entitled to receive notice of
and to attend and vote at general meetings of Pool Member" (or by
their duly authorised representatives) shall be as valid and
effective as if the same had been passed at a general meeting of
Pool Members duly convened and held and may consist of several
instruments in like form and executed by or on behalf of one or
more Pool Members.

12.9 Corporations acting by representatives at meetings: Any
company, corporation, partnership, firm, joint venture, trust,
association or other organization which is a Pool Member may by
resolution of its directors or other governing body authorise
such person as it thinks fit to act as its representative at any
general meeting of Pool Members, and references in this Agreement
to a Pool Member acting in person (howsoever expressed) shall be
deemed to include Pool Members acting by their duly authorised
representatives.

13. MATTERS RESERVED TO THE GENERAL MEETING: CLASS RIGHTS

13.1 Matters reserved generally:

13.1.1 As between the Pool Members each of the matters referred
to in Clause 13.1.2 shall require the prior approval of Pool
Members in general meeting before effect is given to the same,
such approval to be (subject as provided in Sections 15, 16 and
17 of Schedule 4) by resolution of Pool Members passed by not
less than 65 per cent. of the Membership Votes or (as the case
may be) Total Votes of such Pool Members as (being entitled to do
so) vote in person or by proxy at a general meeting of Pool
Members of which notice specifying the intention to propose the
resolution has been duly given.

13.1.2 The matters referred to in Clause 13.1.1 are:

(a) the removal of the Settlement System Administrator;

(b) the appointment and removal of the Pool Auditor;

(c)  any amendment to or variation of this Agreement (other than
any amendment or variation referred to in Clause 13.2.1, 13.2.2
or 13.2.3 or any amendment of or variation to Schedule 9
(including any amendment thereto made pursuant to Clause 56.2) or
to Schedule 15);

(d)  the approval pursuant to Clause 5.8 of any Recommendation
and pursuant to Clause 5.11 of any Works Programme and any
approval pursuant to Clause 5.14;

(e) the removal of the Pool Chairman; and

(f)  such other matters (not being matters referred to in Clause
9.1.8) which are otherwise designated under this Agreement for
reference to the Pool Members in general meeting.

13.2 Matters reserved to particular classes of Pool Members:

13.2.1 As between the Pool Members any amendment to or variation
of this Clause 13.2 shall require the prior approval of the
Generators in separate general meeting.

13.2.2 As between the Pool Members each of the following matters
shall require the prior approval of the Suppliers in separate
general meeting:

(a)  any change prior to 1st April, 1998 to the standards of
accuracy of Metering Equipment required for Second Tier Customers
up to (and including) 100kW or required for Non-Pooled
Generators;

(b)  any amendment to or variation of Part Xl and/or Schedule 18;
and

(c) any amendment to or variation of this Clause 13.2.

13.2.3 As between the Pool Members any amendment to or variation
of Clause 10.2, 10.6, 13.4, 13.5, 15.2, 15.3, 15.4, 15.5, 15.8,
16.2, 19.2, 22 or 83, Schedule 14 or this Clause 13.2 shall
require the approval both of the Generators in separate general
meeting and of the Suppliers in separate general meeting.

13.2.4 To every separate general meeting referred to in this
Clause 13.2 the provisions of this Part III relating to general
meetings of Pool Members (other than Clause 10.9, save in respect
of the attendance by the Pool Auditor or the Director or its or
his duly appointed representative) shall apply mutatis mutandis
but so that:

(a)  in the case of the Generators, the necessary quorum shall be
two Pool Members of that class;

(b)  in the case of the Suppliers, the necessary quorum shall be
eight Pool Members of that class;

(c)  the reference in Clause 10.6.3 to Total Votes shall be
substituted by a reference to Weighted Votes; and

(d)  notice of any such separate general meeting need be given
only to those entitled to attend the same,

and any resolution put to any such separate general meeting
shall, to be passed, require (in the case of the Generators) 75
per cent. and (in the case of the Suppliers) a simple majority of
the total Membership Votes or (as the case may be) Weighted Votes
of such Pool Members as (being entitled to do so) vote in person
or by proxy at such separate general meeting of which notice
specifying the intention to propose the resolution has been duly
given.

13.2A As between the Pool Members any amendment to or variation
of Schedule 22 shall require the approval of the Public
Electricity Suppliers in separate general meeting in accordance
with the provisions of that Schedule.

13.3 Provisions cumulative: The provisions of Clauses 13.1 and
13.2 are cumulative and not exclusive one of the other.

13.4 Executive Committee's referral: In the event of receipt by
the Secretary from one or more of the Committee Members of a
request that any matter resolved upon on a poll by the Executive
Committee (or upon which it has been unable or has refused to
resolve other than where the taking of a vote has been deferred
pursuant to Clause 22.1) be remitted to the Pool Members in
general meeting, such request having been received no later than
five working days after the date on which the results of such
poll were notified to Committee Members (exclusive of the date on
which notice was given) (or, as the case may be, the date of its
failure or refusal so to resolver, the matter the subject of the
relevant resolution shall be remitted to the Pool Members in
general meeting and, pending the decision of Pool Members in
general meeting, such resolution shall not have effect. The
provisions of this Clause 13.4 are subject to the provisions of
Clause 61.9.

13.5 Dissentient Pool Member's right of appeal:

13.5.1 Any Pool Member who:

(a)  voted against a resolution passed or in favour of a
resolution not passed by Pool Members in general meeting; or

(b)  voted against a resolution passed or in favour of a
resolution not passed by Generators or (as the case may be)
Suppliers in separate general meeting; or

(c)  is directly affected by Pool Creditors passing or failing to
pass a resolution of Pool Creditors (but only where such
resolution does not concern the enforcement or non-enforcement of
any payment obligation),

and each Externally Interconnected Party (not being a Pool
Member) (each such Pool Member a "Dissentient Pool Member", which
expression shall include each such Externally Interconnected
Party) shall be entitled within ten working days after the date
of such resolution to apply in writing to the Director seeking a
ruling that the relevant resolution shall or shall not have
effect on the grounds that either:

(i)  the interests of a group of Pool Members (including the
Dissentient Pool Member) or of the Dissentient Pool Member under
this Agreement have been, are or will be unfairly prejudiced by
the passing of or the failure to pass such resolution; or

(ii) such resolution will breach, or will cause the Dissentient
Pool Member to be in breach of, one or more provisions of this
Agreement or of its Licence or of the Act.

Any such application shall give detailed reasons and evidence in
support and shall be copied to the Executive Committee. The
Dissentient Pool Member shall be entitled to mark al; or any part
of such application as confidential and the Executive Committee
shall give such weight as it sees fit to such marking in the
copying of such application to those persons to whom it is
obliged to copy such application. The Executive Committee shall
promptly notify all other Pool Members, each Externally
Interconnected Party (not being a Pool Member), the Pool
Chairman, the Settlement System Administrator and the Pool Funds
Administrator of receipt of such application. At the same time as
the Executive Committee shall notify all such other Pool Members,
each Externally Interconnected Party (not being a Pool Member),
the Pool Chairman, the Settlement System Administrator and the
Pool Funds Administrator of such receipt, the Executive Committee
shall send each of them a copy of the relevant application
(amended, if appropriate, to take account of any such marking
where the Executive Committee shall have seen fit so to do). The
Executive Committee, each Pool Member, each Externally
Interconnected Party (not being a Pool Member), the Pool
Chairman, the Settlement System Administrator and the Pool Funds
Administrator and (if invited by the Director) the Pool Auditor
shall each be entitled to make representations to the Director.
If the Pool Auditor shall be so invited to make any such
representations, the Executive Committee will provide it with a
copy of the relevant application (amended, if appropriate, as
aforesaid).

13.5.2 Any determination of the Director in respect of any such
application as is referred to in Clause 13.5.1 shall be final and
binding. Pending any determination of the Director in respect of
any such application, the relevant resolution (if passed) shall
not have effect provided that, if the Director shall decline to
accept a reference or to make a determination (in either case,
for whatsoever reason), such resolution shall take effect from
the date that the Director notifies the Executive Committee that
he declines to accept the reference or to make the determination.

13.5.3 The Parties acknowledge and agree that the satisfaction of
either of the grounds referred to in Clause 13.5.1(i) or (ii)
shall not of itself entitle the Dissentient Pool Member to a
determination by the Director in its favour.

                             PART IV

                     THE EXECUTIVE COMMITTEE

14.  ESTABLISHMENT OF THE EXECUTIVE COMMITTEE

Establishment: The Pool Members hereby establish the Executive
Committee upon the terms and subject to the conditions of this
Agreement.

15.  MEMBERSHIP OF THE EXECUTIVE COMMITTEE

15.1 Membership: Committee Members shall be appointed and removed
in accordance with the following provisions of this Clause 15.

15.2 Right to appoint (Generators):

15.2.1 Subject to Clauses 15.6, 15.7 and 15.8, Generators shall
together have the right to appoint not more than five Committee
Members, such appointments to be made in accordance with the
following provisions of this Clause 15.2.

15.2.2 No later than seven days before each annual general
meeting of Pool Members or, failing election at such meeting,
seven days before an extraordinary general meeting convened for
such purpose each Generator shall be entitled, by notice to the
Executive Committee, to propose one person (a "Nominee") to be a
Committee Member. Any such proposal to be valid shall be
accompanied by a written statement from the Nominee stating that
he is aware of the proposal and would be prepared to serve as a
Committee Member if elected. As soon as practicable after such
seventh day (and in any event before the date of the annual
general meeting or, as the case may be, extraordinary general
meeting) the Executive Committee shall circulate (or cause to be
circulated) to all Generators a list of all the names of the
Nominees and of the Generators who proposed them. Such list shall
also be circulated at the annual general meeting or, as the case
may be, extraordinary general meeting to all Generators present
in person or by proxy.

1 5.2.3The term of office of Committee Members appointed by
Generators shall be from 1st April in the year of appointment to
31st March in the next following year provided that, if the
meeting at which any such Committee Member is appointed is held
after 1st April, his term of office shall commence from the time
of his appointment. A Committee Member whose term of office has
expired or is to expire shall be eligible for reselection.

15.2.4 At each annual general meeting or extraordinary general
meeting of Pool Members resolutions shall be put to the
Generators for the election by them of Committee Members from the
list of Nominees referred to in Clause 15.2.2. The election shall
be conducted in such manner as shall give effect to the
following:

(a)  on the first round of voting:

(i)  each Generator (other than Central Power Limited or
Peterborough Power Limited) shall be entitled to vote;

(ii) each Generator shall have its Weighted Votes (disregarding
for this purpose the restrictions imposed by Clause 11.4.3(a));
and

(iii) the votes of a Generator and of all its affiliates and
related undertakings which are also Generators may only be cast
in favour of one Nominee,

and at the conclusion of the first round the three Nominees with
the highest number of Weighted Votes cast in their favour shall
be elected Committee Members;

(b)  on the second round of voting:

(i)  each Generator (not being (A) Central Power Limited or
Peterborough Power Limited, (B) a Generator which voted in favour
of one of the three Nominees referred to in paragraph (a) above
or (C) an affiliate or related undertaking of such Generator)
shall be entitled to vote; and

(ii) each Generator shall have its Weighted Votes (disregarding
for this purpose the restrictions imposed by Clause 11.4.3(a)),

and at the conclusion of the second round the Nominee with the
highest number of Weighted Votes cast in its favour shall be
elected a Committee Member;

(c)  on the third round of voting, each Small Generator which did
not vote in the first or the second round of voting shall be
entitled to vote and at the conclusion of the third round the
Nominee with the highest number of votes cast in its favour shall
be elected a Committee Member; and

(d)  if in any round of voting there is a tie between two or more
Nominees as to who should be elected a Committee Member, that
round of voting shall be reheld and, in the event of another tie,
the matter shall be resolved:

(i)  in the case of a de at any reheld first or second round of
voting, by lot held in such manner as the chairman of the meeting
shall decide; and

(ii) in the case of a tie at any reheld third round of voting, by
the casting vote of the Small Generator holding the largest
number of Weighted Votes (disregarding for this purpose the
restrictions imposed by Clause 11.4.3(a)) and entitled to vote in
such third round.

15.3 Right to remove (Generators):

15.3.1 A Committee Member appointed by Generators or any class of
Generators may be removed at any time by written notice of
removal given to that Committee Member (copied to the Executive
Committee) by or on behalf of that number of those Generators
who:

(a)  voted in favour of his appointment;

(b)  are Pool Members at such time; and

(c)   (disregarding for this purpose the restrictions imposed by
Clause 11.4.3(a)) hold more Weighted Votes than the difference
between:

(i)  the number of Weighted Votes cast in favour of that
Committee Member; and

(ii) the number of Weighted Votes cast in favour of the
candidate, in that round of voting, who received the next highest
number of Weighted Votes after the Committee Member being removed
(or, if there was no such candidate, zero).

15.3.2 If a Committee Member appointed by Generators is removed
or his office is vacated pursuant to Clause 21, a separate
general meeting of Generators shall be convened for the purpose
of appointing a substitute Committee Member. To such separate
general meeting the provisions of Clause 15.2 shall apply mutatis
mutandis but so that only those Generators which:

(a)  are within the class of Generators entitled to vote in
respect of the appointment of the first-mentioned Committee
Member; and

(b)  did not (when that first-mentioned Committee Member was
appointed) by reason of exercising their rights under Clause 15.2
to vote for another candidate disenfranchise themselves from
voting in respect of the appointment of the first-mentioned
Committee Member (unless the candidate in whose favour those
votes were cast was not appointed),

shall be entitled to vote on the appointment of his successor
(and then in accordance with the relevant paragraph of Clause
15.2.4). Until such successor is appointed the remaining
Committee Members appointed (or deemed appointed) by Generators
shall be entitled to nominate a successor.

15.4 Right to appoint (Suppliers): Subject to Clauses 15.6, 15.7
and 15.8, Suppliers shall together have the right to appoint not
more than five Committee Members, such appointments to be made in
accordance with the provisions of Schedule 14.

15.5 Right to remove (Suppliers): A Committee Member appointed
(or deemed appointed) by Suppliers or any class of Suppliers may
be removed in accordance with the provisions of Schedule 14.

15.6 Director's right to appoint: If at any time there shall be
no Small Generators, the Parties acknowledge and agree that the
Director shall have the right to appoint one person to be a
Committee Member to represent the interests of all Small
Generators and to remove from office any person so appointed by
him. The foregoing provisions of this Clause 15.6 shall apply
mutatis mutandis if at any time there shall be no Independent
Suppliers.

15.7 Qualifications on right to appoint:

15.7.1 No person appointed a Committee Member by the Generators
(or any of them) may for the duration of his appointment be
appointed a Committee Member by the Suppliers (or any of them)
and vice versa.

15.7.2 No person other than an individual shall be appointed a
Committee Member or his alternate.

15.7.3 No person for the time being appointed as Pool Chairman
shall be appointed a Committee Member or his alternate and no
person for the time being appointed a Committee Member or his
alternate shall be appointed as Pool Chairman.

15.7.4 No person for the time being appointed as Chief Executive
shall be appointed a Committee Member or his alternate and no
person for the time being appointed a Committee Member or his
alternate shall be appointed as Chief Executive.

15.8 Number: The maximum number of Committee Members shall not at
any time exceed ten.

15.9 Alternates:

15.9.1 Each-Committee Member shall have the power to appoint any
person (who may be an existing Committee Member) to be his
alternate and may at his discretion remove an alternate Committee
Member so appointed. Any appointment or removal of an alternate
Committee Member shall be effected by notice in writing executed
by the appointor and delivered to the Secretary who shall
forthwith notify all other Committee Members of such appointment.
If his appointor so requests, an alternate Committee Member shall
be entitled to receive notice of all meetings of the Executive
Committee or of sub-committees or sub-groups of which his
appointor is a member and to receive a voting paper on a poll
instead of the appointor. He shall also be entitled to attend,
speak and vote as a Committee Member at any such meeting at which
the Committee Member appointing him is not personally present and
at the meeting to exercise and discharge all the functions,
powers and dudes of his appointor as a Committee Member and for
the purposes of The proceedings at The meeting the provisions of
this Part IV shall apply as if he were a Committee Member. He
shall also be entitled to demand a poll (whether at or after the
meeting) pursuant to Clause 22.3, to carry out consultations with
Pool Members contemplated by Clause 22.9 insofar as his appointor
shall be unable to do so, to act on the instructions of Pool
Members duly given to his appointor or to him on behalf of his
appointor and to complete his appointor's voting paper on a poll
on behalf of his appointor.

15.9.2Except on a poll, every person acting as an alternate
Committee Member shall have one vote for each Committee Member
for whom he acts as alternate, in addition to his own vote if he
is also a Committee Member. On a poll, an alternate Committee
Member shall be enticed (if his appointor is unable to do so) to
exercise (on behalf of his appointor and by completion of the
appointor's separate voting paper) all of the votes which his
appointor is entitled to cast, in addition to any votes which the
alternate is entitled to cast in his own capacity if he is also a
Committee Member. Execution by an alternate Committee Member of
any resolution in writing of the Executive Committee shall,
unless the notice of his appointment provides to The contrary, be
as effective as execution by his appointor.

15.9.3 An alternate Committee Member shall ipso facto cease to be
an alternate Committee Member if his appointor ceases for any
reason to be a Committee Member.

15.9.4 References in this Agreement to a Committee Member shall,
unless the context otherwise requires, include his duly appointed
alternate.

16.  POOL CHAIRMAN

16.1 Pool Chairman: There shall at all times be a Chairman of the
pooling and settlement arrangements for the electricity industry
in England and Wales established by this Agreement (the "Pool
Chairman").

16.2 Appointment and Term:

16.2.1 The election of a Pool Chairman shall take place either:

(i)  at the annual general meeting or (as the case may be) an
extraordinary general meeting of Pool Members convened for that
purpose (where practicable) held not less than three months
before the end of the term of the then current Pool Chairman; or

(ii) should the Executive Committee so decide, by a postal vote
in accordance with Clause 16.4, such postal vote to have a
closing date which (where practicable) is not less than three
months before the end of the term of the then current Pool
Chairman.

16.2.2 Subject to Clause 16.2.4, the term of office of the Pool
Chairman shall be from 1st April in the year of his election to
the 31st March falling two years thereafter provided that:

(i)  where the Pool Chairman is to be elected at an annual
general meeting or (as the case may be) an extraordinary general
meeting of Pool Members, if the meeting at which he is elected is
held after 1st April, his term of office shall commence from such
date as the Pool Members in general meeting shall resolve (being
no earlier than the date of such meeting);

(ii) where the Pool Chairman is to be elected by postal vote, if
the closing date of such postal vote is after 1st April, his term
of office shall commence from such date as shall be set out in
the notice of postal vote which shall have been sent to all Pool
Members by the Chief Executive in accordance with Clause 16.4;
and

(iii) his term of office shall expire before 31st March if he
resigns or is unable for whatever reason to continue to act or if
a successor Pool Chairman is elected -with a term of office which
Pool Members either in general meeting or (as the case may be) by
the terms of a postal vote resolve is to commence before that
date.

16.2.3 The appointment of the Pool Chairman shall be on such
terms and conditions (including, but not limited to, terms and
conditions in relation to reimbursement, hours of work and
removal (subject to Clause 13.1.2)) as have been approved by Pool
Members in general meeting. Any amendment to those terms and
conditions shall require the prior approval of Pool Member in
general meeting.

16.2.4 Not later than three months prior to the end of the two
year term of the then current Pool Chairman, Pool Members may
either (i) call and hold a general meeting or (ii) call and hold
a postal vote and, if the Pool Chairman agrees, may resolve to
extend the term of appointment of the Pool Chairman by one year.
If the resolution is approved in accordance with the terms of
this Agreement then the term of appointment shall be so extended
provided that under no circumstances shall the term of
appointment exceed three years.

16.2.5 If at any time the Pool Chairman shall resign or be unable
for whatever reason to continue to act, an extraordinary general
meeting shall be called in accordance with Clause 9.4 or a postal
vote shall be called in accordance with Clause 16.4 for the
purposes of electing a successor Pool Chairman. Unless that
successor Pool Chairman himself is removed, resigns or is unable
for whatever reason to continue to act, he shall hold office
until the 31st March falling closest to the date two years after
the date of his election and his appointment may be extended in
accordance with Clause 16.2.4.

16.3 Transitional Provisions: The appointment of the Pool
Chairman whose two year term of office starts on 1st April, 1996
is hereby ratified and confirmed by all Pool Members. ~

16.4 Election procedure (postal vote): The Executive Committee
may (where practicable) resolve to call a postal vote to elect a
Pool Chairman. Where the Executive Committee so resolves, such
postal vote shall be held in accordance with the following
principles:

16.4.1 the Executive Committee shall instruct the Chief
Executive, who shall send a notice to Pool Members, stating that
a postal s ate has been called and inviting nominations to be
sent to the Chief Executive within a period of not less than 21
days from the date of such notice;

16.4.2 once such period for nomination has closed, the Chief
Executive shall send to all Pool Members a ballot paper
containing a list of all eligible nominees and a closing date for
the receipt by the Chief Executive of completed ballot papers,
such date being no less than 21 days from the date of such ballot
paper; and

16.4.3 each Pool Member shall have one vote and the successor
Pool Chairman shall be elected by single transferable vote in
accordance with the procedures approved by the Executive
Committee.

16.5 Election procedure (general meeting):

16.5.1 Where any successor Pool Chairman is to be elected at an
annual general meeting or (as the case may be) extraordinary
general meeting, nominations shall be delivered no later than 21
days prior to the relevant annual general meeting or (as the case
may be) extraordinary general meeting.

16.5.2 At the relevant annual general meeting or (as the case may
be) extraordinary general meeting, all eligible nominees shall be
proposed by the Pool Chairman (failing whom, the Chief
Executive). Each Pool Member shall have one vote and the
successor Pool Chairman shall be elected by single transferable
vote in accordance with the procedures approved by the Executive
Committee.

16.6 Nominations: Any Pool Member can nominate any one person,
whether or not an employee of a Pool Member, to be Pool Chairman.
Nominations made pursuant to this Clause 16.6 shall be delivered
in writing to the Chief Executive within any time period
specified pursuant to Clause 16.4 or (as the case may be) Clause
16.5. Any such nomination shall only be valid where accompanied
by a written statement from the nominee stating that he is aware
of the proposal and would be prepared to serve as Pool Chairman
in accordance with this Agreement and the relevant terms and
conditions if elected.

16.7 Functions: The Pool Chairman shall have and carry out only
such duties and responsibilities and exercise such powers as are
expressly provided in this Agreement and in his terms of
reference approved by the Executive Committee from time to time.
The Pool Chairman shall exercise impartially all such duties,
responsibilities and powers.

16.8 No voting rights: The Pool Chairman in his capacity as Pool
Chairman shall have no voting rights under this Agreement.

16.9 Indemnity: The Pool Chairman shall be indemnified and kept
indemnified jointly and severally by all Pool Members (and, as
between the Pool Members, rateably in the proportion which their
respective Contributory Shares bear one to the other at the time
of receipt of the request for indemnification) from and against
any and all costs (including legal costs), charges, expenses,
damages or other liabilities properly incurred or suffered by him
in relation to his office as Pool Chairman or the due exercise by
him of his powers, duties and responsibilities as Pool Chairman
and all claims, demands or proceedings arising out of or in
connection with the same except any such costs, charges,
expenses, damages or other liabilities which are suffered or
incurred or occasioned by the wilful default or bad faith of, or
breach of duty or trust by, the Pool Chairman. The Pool Members
shall, upon request, provide the Pool Chairman with a written
deed of indemnity to that effect.

17.  CHIEF EXECUTIVE, SECRETARIAT AND SECRETARY

17.1 Chief Executive:

17.1.1Subject to Clause 15.7.4, a chief executive of the
Executive Committee (the "Chief Executive") shall be appointed
and be subject to removal and replacement by resolution of the
Executive Committee passed by 70 per cent or more of the votes of
all Committee Members (after consultation with the Pool
Chairman). The Chief Executive shall be appointed on such terms
and conditions as they see fit.

17.1.2 The Chief Executive shall undertake such dudes and
responsibilities and exercise such powers in relation to the
Executive Committee and its activities as the Executive Committee
may from time to time assign to or vest in him.

17.1.3 The Chief Executive shall have the right and shall be
obliged to attend all meetings of the Executive Committee and all
meetings of the Pool Members in general meeting. The Chief
Executive in his capacity as Chief Executive shall have no voting
rights under this Agreement. If for any reason. the Chief
Executive is unable to attend any such meeting, he shall nominate
a representative to attend in his place.

17.1.4 The Executive Committee shall make arrangements for the
remuneration of the Chief Executive and the payment of his costs
and expenses and the same shall be recovered in accordance with
the PEA Accounting Procedure or as otherwise directed by the
Executive Committee from time to time.

17.2 Secretariat:

17.2.1 The Executive Committee may from time to time appoint and
remove, or make arrangements for the appointment and removal of,
such personnel as the Executive Committee requires to assist the
Executive Committee, any sub-committee of the Executive
Committee, the chairman of the Executive Committee or any such
sub-committee, the Pool Chairman, the Chief Executive or the
Secretary in the proper performance of its or his duties and
responsibilities, in each such case upon such terms and
conditions as the Executive Committee sees fit.

17.2.2Any personnel referred to in Clause 17.2.1 shall undertake
such duties and responsibilities and exercise such powers as the
Executive Committee may from time to time assign to or vest in
him, it or them.

17.2.3 The Executive Committee shall make arrangements for the
remuneration of such personnel as are referred to in Clause
17.2.1 and the payment of their costs and expenses and the same
shall be recovered in accordance with the PFA Accounting
Procedure or as otherwise directed by the Executive Committee
from time to time.

17.3 Secretary:

17.3.1 The Executive Committee may from time to time appoint and
remove, or make arrangements for the appointment and removal of,
the Secretary on such terms and conditions as it sees fit.

17.3.2The Secretary in his capacity as Secretary shall have no
voting rights under this Agreement.

17.3.3 The Secretary shall have and carry out only such duties
and responsibilities as are expressly provided in this Agreement
and such other reasonable secretarial and administrative duties
and responsibilities as may from time to time be delegated to it
by the Executive Committee. If at any time there is no Secretary,
the responsibilities and duties of the Secretary under this
Agreement shall become those of the Chief Executive or, if there
shall be no Chief Executive, the Executive Committee until such
time as a Secretary is appointed pursuant to Clause 17.3.1 or a
Chief Executive is appointed pursuant to Clause 17.1.1 (and
notices to the Secretary under this Agreement shall be
re-addressed accordingly).

17.3.4 The Secretary shall be entitled to receive such
remuneration (if any) as the Executive Committee may from time to
time approve, such remuneration to be paid to it at such times
and in such manner as the Executive Committee shall from time to
time direct and to be recovered in accordance with the PFA
Accounting Procedure or as otherwise directed by the Executive
Committee from time to time. Further, the Secretary shall be paid
its reasonable travelling, hotel and incidental expenses of
attending and returning from meetings of the Executive Committee
or any sub-committee thereof and any general meetings and
separate general meetings of Pool Members and all costs and
expenses properly and reasonably incurred by it in the
performance of its duties and responsibilities under this
Agreement. All such costs and expenses shall be recovered in
accordance with the PFA Accounting Procedure or as otherwise
directed by the Executive Committee from time to time.

17.4 Indemnity:

17.4.1 All Pool Members shall jointly and severally indemnify and
keep indemnified the Chief Executive, the Contract Manager, the
personnel referred to in Clause 17.2.1, the Secretary and each
member of any sub-committee of the Executive Committee or of any
sub-group established by any such sub-committee (other than a
Committee Member, but without prejudice to Clause 23.3.4) (and,
as between the Pool Members, according to their respective
Contributory Shares at the time of receipt of the request for
indemnification) from and against any and all costs (including
legal costs), charges, expenses, damages or other liabilities
properly incurred or suffered by the Chief Executive in relation
to his office as Chief Executive or (as the case may be) the
Secretary in relation to its office as Secretary or the due
exercise by the Chief Executive, the Contract Manager, the said
personnel, the Secretary or (as the case may be) any such member
of his, their or its powers, duties and responsibilities under
this Agreement and all claims, demands or proceedings arising out
of or in connection with the same except any such costs, charges,
expenses, damages or other liabilities which are suffered or
incurred or occasioned by the wilful default or bad faith of, or
breach of obligation by, the Chief Executive, the Contract
Manager, such personnel, the Secretary or (as the case may be)
any such member.

17.4.2 The Pool Members undertake to enter into an indemnity in
favour of any employer of the Chief Executive, any personnel
referred to in Clause 17.2.1, the Secretary or (as the case may
be) any such member of any sub-committee of the Executive
Committee or of any sub-group established by any such
sub-committee as is referred to in Clause 17.4.1 under which they
shall jointly and severally indemnify and keep indemnified any
such employer in respect of all acts and omissions of the Chief
Executive, the Contract Manager, such personnel, the Secretary or
(as the case may be) any such member in the performance of his,
their or its rights, powers, dudes and responsibilities under
this Agreement (and, as between the Pool Members, according to
their respective Contributory Shares at the time of receipt of
the request for indemnification under the relevant indemnity).

18.  PROCEEDINGS OF THE EXECUTIVE COMMITTEE

18.1 Meetings:

18.1.1 Meetings of the Executive Committee (other than special
meetings referred to in Clause 18.1.3) shall be held at least
quarterly (or at such shorter regular intervals as may be agreed
from time to time by the Executive Committee) at such time and
place in any jurisdiction in which any Pool Member is
incorporated or has its principal place of business as may be
agreed from time to time by the Executive Committee 'or, in
default of agreement, as stipulated by the Pool Chairman).

l8.1.2 Meetings of the Executive Committee shall be convened by
the Secretary upon giving to the Committee Members, the Pool
Chairman, the Chief Executive (if any), the Settlement System
Administrator, the Director and the Pool Auditor and (where
matters the subject of the agenda referred to in Clause 18.1.4
concern directly the functions, duties or responsibilities of any
Externally Interconnected Party (not being a Pool Member), the
Pool Funds Administrator, the Grid Operator and/or the Ancillary
Services Provider) the relevant one(s) of them at least five
working days' notice of the place, the day and the hour of the
relevant meeting.

18.1.3 Special meetings of the Executive Committee shall be
convened upon the request of any Committee Member, the Pool
Chairman or the Chief Executive. Such request shall be made in
writing to the Secretary and shall state the matters to be
considered at that special meeting. Upon receipt of such request
the Secretary shall convene in accordance with Clause 18.1.2
without delay such special meeting for a date occurring as soon
as practicable thereafter but not less than five nor more than
ten working days after receipt of such request. If the Secretary
shall fail so to convene a special meeting the Committee Member
which made such request, the Pool Chairman or (as the case may
be) the Chief Executive may himself convene a special meeting,
but any meeting so convened shall not be held after the
expiration of two months from the date of such request. A special
meeting convened under this Clause 18.1.3 by a Committee Member,
the Pool Chairman or the Chief Executive shall be convened in the
same manner, as nearly as possible, as that in which meetings of
the Executive Committee are to be convened by the Secretary
pursuant to Clause 18.1.2.

18.1.4Any notice given under Clause 18.1.2 shall be exclusive of
the day on which it is served or deemed to be served and of the
day for which it is given and shall be accompanied by an agenda
of the matters to be considered at the relevant meeting together
with any supporting documents or papers then available to the
Secretary. Any Committee Member may advise additional matters
which he wishes to be considered at such meeting by notice to all
other Committee Members, the Pool Chairman, the Chief Executive
(if any), the Secretary, the Settlement System Administrator, the
Director and the Pool Auditor and (where such additional matters
concern directly the functions, duties or responsibilities of any
Externally Interconnected Party (not being a Pool Member), the
Pool Funds Administrator, the Grid Operator and/or the Ancillary
Services Provider) the relevant one(s) of them given no later
than three working days before the date of such meeting. Only
matters identified in such agenda or so advised shall be
discussed or resolved upon at such meeting. The accidental
omission to give notice of a meeting or accompanying agenda or
supporting documents or papers to, or the non-receipt of notice
of a meeting or accompanying agenda or supporting documents or
papers by, any person entitled to receive notice shall not
invalidate the proceedings at that meeting.

18.1.5 For any meeting of the Executive Committee, the periods
and methods of notice referred to in the foregoing provisions of
this Clause 18 may be waived prospectively or retrospectively
with the consent in writing of all such persons as are entitled
to attend the relevant meeting.

18.1.6 The Secretary shall prepare minutes of all meetings of the
Executive Committee and shall provide copies thereof to all such
persons as were entitled to attend the relevant meeting as soon
as practicable (and in any event within ten working days) after
the relevant meeting has been held. Each person who attended such
meeting shall notify his approve} or disapproval of the minutes
thereof to the Secretary no later than ten working days after
receipt thereof and, if he fails to do so, he or it shall be
deemed to have approved the same. The Secretary shall record any
such disapproval in the minutes unless the same shall have been
withdrawn or the minutes amended with the agreement of the
Executive Committee. The Secretary shall provide copies of
minutes of meetings of the Executive Committee to any other Party
within a reasonable time after request therefor provided that the
said time for approving or disapproving the same has expired.
Further, the Secretary shall provide copies of such minutes to
such persons as the Executive Committee may from time to dine
direct within a reasonable time after receipt of such direction.

19. CONDUCT OF EXECUTIVE COMMITTEE MEETINGS

19.1 General: Chairman:

19.1.1 Subject as provided in Clauses 13, 18 and 22 and this
Clause 19, the Executive Committee may meet for the transaction
of business, and adjourn and otherwise regulate its meetings, as
it shall see fit.

19.1.2 The Pool Chairman shall preside as chairman at every
meeting of the Executive Committee provided that:

(a)  if the Pool Chairman is unable to attend any meeting, he
shall nominate another individual to preside as chairman at that
meeting in his place. Such individual shall be a director or
senior executive of one of the Pool Members but shall not be a
Committee Member or an alternate for any Committee Member; and

(b)  if there is no Pool Chairman or the Pool Chairman or his
duly appointed nominee shall not be present within 15 minutes
after the time appointed for the holding of the meeting or the
Pool Chairman is unwilling to act, the Committee Members present
may appoint one of their number to be chairman of the meeting.

19.1.3 The chairman of the meeting in his capacity as chairman
shall not have any vote at meetings of the Executive Committee.

19.2 Quorum: No business shall be transacted at a meeting of the
Executive Committee unless a quorum is present at the time the
meeting proceeds to business. Three Committee Members appointed
pursuant to Clause 15.2 and three Committee Members appointed
pursuant to Clause 15.4 present in person or by their respective
alternates shall constitute a quorum.

19.3 Lack of quorum: If, within half an hour from the time
appointed for holding any meeting of the Executive Committee, a
quorum is not present, the meeting shall be adjourned to the same
day in the next week at the same time and place and if at the
adjourned meeting a quorum is not present within half an hour
from the time appointed for holding the meeting, those present
shall constitute a quorum.

19.4 Representation of non-Committee Members: Each of the
Settlement System Administrator, the Pool Chairman, the Director
and the Pool Auditor (or its or his duly appointed
representative) shall have the right to attend and speak (but not
to vote) at meetings of the Executive Committee. Each Externally
Interconnected Party (not being a Pool Member) and each of the
Pool Funds Administrator, the Grid Operator and the Ancillary
Services Provider (or its duly appointed representative) shall be
entitled to attend and speak (but not vote) at meetings of the
Executive Committee only where matters directly concerning its
functions, duties or responsibilities have been identified or
advised as provided in Clause 18.1.4 or if so requested by the
Executive Committee. The Chief Executive (or his duly appointed
representative) shall have the right to attend and speak (but not
vote) at meetings of the Executive Committee and shall be obliged
so to attend. With the exception of attendances by the Pool
Chairman, the Chief Executive and the Pool Auditor, no payment
shall be made to any person who has the right by virtue of this
Clause 19.4 to attend Executive Committee meetings in respect of
any such attendance.

19.5 Written resolutions: A resolution in writing, executed by or
on behalf of each Committee Member, shall be as valid and
effectual as if it had been passed at a meeting of the Executive
Committee duly convened and held and may consist of several
instruments in like form and executed by or on behalf of one or
more of such Committee Members. Any proposed resolution in
writing shall be circulated to all those persons who would have
been entitled to attend a meeting of the Executive Committee at
which such resolution could properly have been passed.

19.6 Default in appointment: All acts done by any meeting of the
Committee Members or of a sub-committee of the Executive
Committee shall, notwithstanding that it be afterwards discovered
that there was some defect in the appointment of such Committee
Member, be as valid as if such person had been duly appointed.

20. DELEGATION

20.1 Sub-committees: The Executive Committee may establish
sub-committees. Each Sub-committee:

20.1.1 shall be composed of such persons (whether or not
Committee Members) and shall discharge such rights, powers, dudes
and responsibilities as from time to time the Executive Committee
considers desirable to delegate to it; and

20.1.2 in the exercise of its rights and powers and the
performance of its duties and responsibilities delegated to it by
the Executive Committee shall at all times conduct itself and its
affairs in a manner which it considers best designed to give
effect to the principal objects and purpose set out in Clause
4.1.2 and to promote, and not obstruct, the fair and efficient
operation of the procedures referred to in Clause 4.1.3 so that
the objectives set out in Clause 4.1.3 are thereby achieved; and

20.1.3 shall be given written terms of reference and, unless
otherwise varied by the Executive Committee, the provisions of
Clauses 18 and 19 shall apply mutates mutandis to meetings of
such sub-committee and the provisions of Clauses 19.4, 23.3.1,
23.3.2 and 23.3.3 shall apply mutatis mutandis in relation to any
such sub-committee and the members thereof; and

20.1.4 may establish sub-groups to assist in the discharge of the
rights, powers, duties and responsibilities of such
sub-committee, each of which sub-groups shall be given written
terms of reference and, unless otherwise varied by the Executive
Committee or any sub-committee acting on the authority of the
Executive Committee, the provisions of Clauses 18 and 19 shall
apply mutatis mutandis to meetings of such sub-groups and the
provisions of Clauses 23.3.1, 23.3.2, and 23.3.3 shall apply
mutatis mutandis in relation to each such sub-group and the
members thereof.

20.2 Nominees: Upon written request of the Executive Committee
or, in the case of the Settlement System Administrator, Order
issued by the Contract Manager under Schedule 4, each Pool Member
and the Settlement System Administrator shall:

20.2.1 nominate one or more persons knowledgeable in the matters
referred to, or the subject of consideration by, the relevant
sub-committee to attend at meetings of, and otherwise participate
as a member of, any sub-committee established by the Executive
Committee; and

20.2.2 procure that such nominee(s) shall so attend and
participate at such time or times as the Executive Committee or
such sub-committee may require,

provided that a Pool Member shall not be required in any period
of 12 months to make available nominees for more than 60 days in
aggregate. Save as provided by Clause 23.5 no payment shall be
made to Pool Members in respect of any such attendance or
participation.

20.3 Member's responsibilities: To the extent not inconsistent
with the provisions of Clauses 20.1.1, 20.1.2 and 20.1.3 a member
of any sub-committee established by the Executive Committee shall
be free to represent the interests of the person or persons which
nominated him to that sub-committee but each such person
acknowledges and agrees the subordination of those interests to
the responsibilities of such sub-committee under Clause 20.1.2.

20.4 Chief Executive: The Executive Committee may from time to
time delegate all or any of its rights, powers, duties and
responsibilities under this Agreement to the Chief Executive upon
such terms and conditions as the Executive Committee thinks fit.

20.5 Effect of decisions: Resolutions of sub-committees shall not
have binding effect (a) unless and then only to the extent that
the Executive Committee shall have delegated the relevant
decision-making powers to the sub-committee, or (b) unless
approved by resolution of the Executive Committee (and then
subject to Clause 13). Meetings of such sub-committees shall, so
far as possible, be arranged so that minutes of such meetings can
be circulated to each Committee Member in sufficient time for
consideration before the next following regular meeting of the
Executive Committee. Resolutions of sub-groups shall not have
binding effect. The Executive Committee shall remain at all times
responsible for the actions of all its sub-committees and
sub-groups.

20.6 Other delegation: Subject to any direction to the contrary
by Pool Members in general meeting but without prejudice to the
Executive Committee's rights under Clauses 20.1 and 20.4, the
Executive Committee may from time to time delegate in any
particular case all or any of its rights, powers, duties and
responsibilities under this Agreement, including any
decision-making powers and the conduct of any review or
consultation and the preparation and submission of any report
required of it under this Agreement, to such person or persons as
it thinks fit and on such terms and conditions as it thinks fit
and shall require that, in the performance of the delegated
duties, such person or persons shall conform to any regulations
that may be imposed on it or them by the Executive Committee.

21.  VACATION OF OFFICE BY COMMITTEE MEMBERS

The office of a Committee Member shall be vacated if:

21.1 he resigns his office by notice delivered to the Secretary;
or

21.2 he becomes bankrupt or compounds with his creditors
generally; or

21.3 he becomes of unsound mind or a patient for any purpose of
any statute relating to mental health; or

21.4 he and his alternate fail to attend more than three
consecutive meetings of the Executive Committee; or

21.5 he is removed from office pursuant to Clause 15.3, 15.5 or
(as the case maybe) 15.6.


22. VOTING


22.1 Voting: The chairman of the relevant meeting of the
Executive Committee and any Committee Member may demand that any
question or matter arising at a meeting of the Executive
Committee be put to a vote of Committee Members. Any vote so
demanded shall be taken forthwith or at such other time as such
chairman directs not being later than the date of the next
meeting of the Executive Committee. Any demand for a vote may,
before the vote is taken, be withdrawn.

22.2 Simple majority: Subject as provided in Clauses 22.3 to
22.11, any question or matter arising at a meeting of the
Executive Committee shall be decided by a simple majority of the
votes cast at the meeting by Committee Members. On any such
question or matter each Committee Member shall be entitled to one
vote. In the event of an equality of votes on any resolution put
to the Executive Committee, the matter the subject of the
relevant resolution shall be remitted to the Committee Members
for decision on a poll. 5

22.3 Demand for a poll: In respect of any matter or question
which is put to a vote of Committee Members a poll may be
demanded (before or after the simple majority vote) either:

22.3.1 at the meeting at which the simple majority vote takes
place, by the chairman of the meeting or by any Committee Member;
or

22.3.2 by no later than five working days after such meeting, by
notice in writing to the Secretary by any Committee Member
(whether or not present at the relevant meeting).

22.4 Effect of decision: A decision duly made at a meeting of the
Executive Committee shall (unless otherwise determined by the
Executive Committee or otherwise provided by the terms of the
decision) have immediate effect, unless a poll be duly demanded
in accordance with Clause 22.3, in which case, pending the
outcome of the vote on a poll, the decision shall cease to or
shall not have effect.

22.5 Conduct of a poll: The Secretary shall without delay
following the demand for, or the remittance of a matter for
decision on, a poll despatch to each Committee Member a voting
paper in such form as shall be agreed by the chairman of the
Executive Committee meeting at which the matter in question was
considered or (failing him) the Chief Executive but which shall
in any event set out the full text of the resolution in respect
of which the poll is required (which shall be the same as the
resolution which was put to a simple majority vote), shall
provide for each Committee Member to cast votes for or against
the resolution and shall specify the date by which votes must be
lodged by Committee Members. The Secretary-shall at the same time
give notice to all Parties that a poll has been demanded and
shall specify in such notice the resolution on which the poll has
been called (if applicable), the identity of the person (or
persons) who has demanded the poll and the date by which votes
must be lodged by the Committee Members. The accidental omission
to issue a voting paper or to give notice of a poll, or the
non-receipt of a voting paper or such a notice by, any person
entitled to receive the voting paper or (as the case may be) the
notice shall not invalidate the conduct of the poll or the result
thereof.

22.6 Votes on a poll: On a vote on a poll:

22.6.1 the Committee Members shall in aggregate be entitled to a
number of votes equal to the number of votes which the Pool
Members would have been entitled to cast on a poll at a general
meeting if such meeting had taken place on the day of the
Executive Committee meeting at which the matter in question was
considered;

22.6.2 the Committee Members appointed (or deemed appointed) by
Generators shall be entitled to cast votes on the following
basis:

(a)  each Committee Member nominated by a single Generator (which
for this purpose shall include affiliates and related
undertakings of a Generator which are also Generators) and
elected on the first round of voting shall cast the number of
votes respectively attributable to that Generator and to its
affiliates and related undertakings (in each case, whether as
Generators or Suppliers) in accordance with the written
instructions of that Generator and of each relevant affiliate and
related undertaking;

(b)  the Committee Members not falling within (a) above shall
have the votes attributable to all other Generators (not being
those referred to in paragraph (a) above or their affiliates and
related undertakings) and shall cast such votes in accordance
with the individual written instructions of each such Generator,
but so that no Generator shall be entitled to instruct that the
votes attributable to it be cast more than once;

22.6.3 the Committee Members appointed by Suppliers shall be
entitled to cast votes on the following basis:

(a)  the Committee Members appointed (or deemed appointed) by
Groups A, B. C and D shall each cast the votes attributable to
the members of the relevant Group in accordance with the written
instructions of the individual Suppliers which are members of
that Group;

(b)  the Committee Member appointed on behalf of the Independent
Suppliers shall cast the votes attributable to the Independent
Suppliers in accordance with the individual written instructions
of each such Supplier;

22.6.4 in the absence of any written instructions from any
Generator or Supplier, a Committee Member shall not be entitled
to cast any votes on behalf of that Generator or Supplier;

22.6.5 a Generator or a Supplier may instruct the relevant
Committee Member to abstain from casting any or a specified
number of votes on its behalf;

22.6.6 the votes cast by a Committee Member shall not be valid
unless:

(a)  the relevant voting paper shall have been received by the
Secretary on or before the date falling 10 working days after the
date on which the voting papers were despatched to Committee
Members and the votes cast in such voting paper accord with the
written instructions referred to in paragraph (b) below;

(b)  accompanied by a copy of the written instructions given by
or on behalf of the Generator(s) or Supplier(s) whose votes the
Committee Member is entitled to cast;

(c)  the Committee Member in other respects shall have complied
with the procedures for votes on a poll (if any) from time to
time established by the Executive Committee;

22.6.7 any Generator or Supplier on whose instructions a
Committee Member is required to act in accordance with the
foregoing provisions shall be entitled to make arrangements with
any other Generator or Supplier on whose instructions that same
Committee Member is required to act for the requisite written
instructions to be given on its behalf by that other Generator or
Supplier. Details of any such arrangement shall promptly be given
to the Secretary.

22.7 65 per cent. majority: A resolution on a poll shall be
decided by a majority of not less than 65 per cent. of the votes
duly cast. The Secretary shall as soon as reasonably practicable
after the expiry of the 10 working day period for return of
voting papers referred to in Clause 22.6.6(a) ascertain the
results of the poll in consultation with the Pool Chairman or
(failing him) the Chief Executive and the Chief Executive or
(failing him) the Secretary shall as soon as practicable
thereafter notify all Parties and all other persons entitled or
required to attend general meetings of Pool Members of the
outcome of the poll. The result of the poll shall be deemed to be
the resolution of the meeting at which or after which the poll
was demanded.

22.8 Withdrawal of demand: Any demand for a poll may be withdrawn
by the person who made it at any time provided that notice of
withdrawal is received by the Secretary by no later than the
seventh working day following the date of the Executive Committee
meeting at which the simple majority vote took place. The
Secretary shall as soon as reasonably practicable notify all
Parties and all other persons entitled or required to attend
general meetings of Pool Members of receipt of any such notice of
withdrawal.

22.9 Responsibilities of Committee Members: The Committee Members
shall consult the Pool Members whose votes they are entitled to
cast as soon as reasonably practicable following the demand for a
poll and shall be required to cast, or to refrain from casting,
the votes of such Pool Members in accordance with their
individual instructions. The provisions of Clauses 23.1 and 23.2
shall not apply in respect of any vote conducted on a poll.

22.10 Referral to general meetings: The provisions of this Clause
22 are subject to the requirements of referral to the Pool
Members in general meeting described in Clause 13.4.

22.11 Civil emergencies: The provisions of this Clause 22 are
subject to the provisions of Clause 61.9.

23.  COMMITTEE MEMBERS' RESPONSIBILITIES AND PROTECTIONS

23.1 Executive Committee's responsibilities: In the exercise of
its powers and the performance of its duties and responsibilities
under this Agreement the Executive Committee shall at all times
conduct itself and its affairs in a manner which it considers
best designed to give effect to the principal objects and purpose
set out in Clause 4.1.2 and to promote, and not obstruct, the
fair and efficient operation of the procedures referred to in
Clause 4.1.3 so that the objectives set out in Clause 4.1.3 are
thereby achieved. To the extent not inconsistent with the
responsibilities of the Executive Committee under this Clause
23.1 a Committee Member shall be free to give effect to his
responsibilities under Clause 23.2 but each of the Pool Members
whom such Committee Member represents acknowledges and agrees the
subordination of such Committee Member's responsibilities under
Clause 23.2 to the responsibilities of the Executive Committee
under this Clause 23.1.

23.2 Committee Members' responsibilities: In the exercise of his
powers and the performance of his duties and responsibilities as
a Committee Member under this Agreement a Committee Member shall
represent:

23.2.1 where he is appointed on the first round of voting under
Clause 15.2.4, the interests of the Pool Member who cast the most
number of votes in favour of his appointment;

23.2.2 where he is appointed on the second or third round of
voting under Clause 15.2.4 or where he is appointed pursuant to
Section 6 of Schedule 14, the interests of all Pool Members who
were entitled to vote on his appointment (and, for the purposes
of this Clause, until the annual general meeting of Pool Members
in 1996 Central Power Limited and Peterborough Power Limited
shall be deemed to be Pool Members who were entitled to vote on
the appointment of the Committee Member appointed on the second
round of voting), but so that he shall not incur personal
liability as against one or more such Pool Members if, acting
bona fide, he acts in a way which gives effect to the interests
of one or more other such Pool Members; and

23.2.3 where he is appointed as a Committee Member for a Group
pursuant to Schedule 14, the interests of the PES Members of the
Group in respect of which he is appointed.

23.3 Protections:

23.3.1 The Executive Committee, each Committee Member, the Pool
Chairman, the Chief Executive, the Contract Manager and the
Secretary shall be entitled to rely upon any communication or
document reasonably believed by it or him to be genuine and
correct and to have been communicated or signed by the person by
whom it purports to be communicated or signed and shall not be
liable to any of the Parties for any of the consequences of such
reliance.

23.3.2 The Executive Committee, each Committee Member, the Pool
Chairman, the Chief Executive, the Contract Manager and the
Secretary, may in relation to any act, matter or thing
contemplated by this Agreement act on the opinion or advice of,
or any information from, any lawyer, banker, valuer, broker,
accountant or any other specialist or professional adviser given
within the field of expertise usually ascribed to persons of such
description or the specialist field of expertise for which he has
been retained and duly instructed so to act by the Executive
Committee, and shall not be liable for the consequences of so
acting. The appointment of any such adviser to the Executive
Committee shall be approved by the Executive Committee before any
such cost is charged to the PFA Accounting Procedure.

23.3.3 In the event of any conflict or inconsistency, any
directions and instructions of the Director (which the Director
is entitled under his statutory or regulatory powers to issue or
give) shall prevail over the duties and responsibilities of the
Executive Committee or the Secretary under this Agreement and no
liability whatsoever shall attach to the Executive Committee or
any Committee Member or the Pool Chairman or the Chief Executive
or the Contract Manager or the Secretary (as the case may be) as
a result of due compliance by it or him with any such directions
and instructions.

23.3.4 Each Committee Member shall be indemnified and kept
indemnified by that Pool Member or jointly and severally by those
Pool Members whom he represents as provided in Clause 23.2 (and,
if more than one, as between the relevant Pool Members rateably
in the proportion which their respective Contributory Shares bear
one to the other at the time of receipt of the request for
indemnification) from and against any and all costs (including
legal costs), charges, expenses, damages or other liabilities
properly incurred or suffered by him in relation to the Executive
Committee or his office as Committee Member or the due exercise
by him of his powers, duties and responsibilities as a Committee
Member and all claims, demands or proceedings arising out of or
in connection with the same except any such costs and expenses
referred to in Clause 23.4 which have been recovered in
accordance with the PFA Accounting Procedure and any such costs,
charges, expenses, damages or other liabilities which are
suffered or incurred or occasioned by the wilful default or bad
faith of, or breach of duty or trust by, such Committee Member.
The Pool Member or (as the case may be) Pool Members whom he
represents as aforesaid shall, upon request, provide the relevant
Committee Member with a written deed of indemnity to that effect.

23.4 Committee Members' costs and expenses: Each Committee Member
and each member of any sub-committee or sub-group of the
Executive Committee may be paid his reasonable travelling, hotel
and incidental expenses of attending and returning from meetings
of the Executive Committee or any such subcommittee or sub-group
and shall be paid all expenses properly and reasonably incurred
by him in the conduct of the business of the Executive Committee
or the relevant; sub-committee or sub-group or in the discharge
of his duties as a Committee Member or (as the case may be) a
member of the relevant subcommittee or sub-group. All such
expenses shall be recovered in accordance with the PFA Accounting
Procedure.

23.5 Committee's costs and expenses: The Executive Committee and
each of its subcommittees and sub-groups shall be entitled to
recover all its costs and expenses properly incurred in
accordance with the PFA Accounting Procedure.

For this purpose, the costs and expenses of the Executive
Committee shall include properly incurred costs, expenses and
liabilities of or associated with any business accommodation and
services required by the Executive Committee, the Chief
Executive, the Secretary or the personnel referred to in Clause
17.2.1 and the properly incurred costs and expenses of any
consultant or adviser retained by the Executive Committee or any
such person in the proper performance of its or his duties and
responsibilities.

24. POWERS OF THE EXECUTIVE COMMITTEE

24.1 General power: Subject as otherwise provided in this
Agreement, the Executive Committee shall, as between itself and
the Pool Members in general meeting, exercise overall supervision
of the Settlement System and its operations.

24.2 Specific powers: Subject as otherwise provided in this
Agreement, the powers, duties and responsibilities of the
Executive Committee shall, as between itself and the Pool Members
in general meeting, include:

24.2.1 the specific powers, duties and responsibilities set out
in the Pool Rules;

24.2.2 monitoring on a regular basis the Settlement System
Administrator in its operation of the Settlement System
(including deciding whether to propose to the Pool Members in
general meeting for their approval the removal of the Settlement
System Administrator);

24.2.3 the power to appoint and remove the Pool Funds
Administrator and to carry out the other functions ascribed to it
in Schedules 11 and 15 and to enter into on behalf of Pool
Members any agreement or arrangement with the Pool Funds
Administrator (or successor Pool Funds Administrator) in
substitution for that set out in Schedule 15;

24.2.4 monitoring on a regular basis each of the Grid Operator
and the Ancillary Services Provider in the performance of its
obligations under this Agreement;

24.2.5 considering applications by New Parties to be admitted as
parties to this Agreement under Clause 3 and of Parties to be
admitted as Pool Members under Clause 8;

24.2.6 considering, amending, substituting, approving and
disapproving all Agreed Procedures, Codes of Practice (including
commissioning reviews thereof by the Pool Auditor in accordance
with Clause 47.1.5 or by other technical experts) and Service
Lines;

24.2.7 the specific powers, duties and responsibilities set out
in Schedule 4;

24.2.8 the specific powers, duties and responsibilities set out
in Schedule 15;


24.2.9appointing and removing the Pool Auditor, and instructing
the Pool Auditor to conduct audits, reviews, tests and checks and
the monitoring and review thereof, all in accordance with Part
IX;

24.2.10opening, maintaining and closing bank accounts for its own
purposes and crediting and debiting sums thereto;

24.2.11controlling the development of the Pool Rules and
considering and approving or disapproving amendments to the Pool
Rules in accordance with Clause 7.4.2;

24.2.12commissioning independent reviews of the Scheme and its
operation in accordance with Part XIII;

24.2.13conducting reviews, preparing Works Programmes and
implementing Transitional Arrangements, all in accordance with
Clause 5;

24.2.14preparing the reports referred to in Clause 9.1.1 and the
business plan referred to in Clause 9.1.6 and preparing and
despatching regular quarterly reports to the Parties (with a copy
to the Director) in relation to all matters which are the subject
of this Agreement and in such reports reviewing performance over
the immediately preceding Quarter against the business plan
referred to in Clause 9.1.6;

24.2.15considering any representation from any Pool Member in
relation to any regular quarterly report prepared pursuant to
Clause 24.2.14 above or otherwise relating to any matter which is
the subject of this Agreement;

24.2.16overseeing the standards of Metering Equipment and the
Codes of Practice, agreeing in accordance with paragraph 14 of
Schedule 21 dispensations therefrom and reviewing the need for
new standards for Metering Equipment and, where it considers such
new standards are required, adopting such standards in accordance
with the requirements for adoption of Codes of Practice (as
contained in the definition of Code of Practice) and in
accordance with the provisions of Schedule 21;

24.2.17dealing promptly and efficiently with any dispute referred
to it concerning Settlement or its operation (including with
respect to data);

24.2.18convening in accordance with Clause 9.4 general meetings
of Pool Members or classes of Pool Members and convening in
accordance with Clause 9.6 quarterly meetings of Pool Members;

24.2.19appointing, remunerating and removing the Chief Executive
in accordance with Clause 17.1 and, where permitted by the terms
of this Agreement, giving directions and instructions to the Chief
Executive, the Contract Manager, the Settlement System
Administrator, the Pool Funds Administrator, the Grid Operator,
the Ancillary Services Provider, Externally Interconnected
Parties (not being Pool Members) and other persons to carry into
effect the decisions of the Executive Committee or Pool Members
in general meeting or separate general meeting;

24.2.20if requested by the Director, conveying any direction or
request of the Director to the Settlement System Administrator,
the Pool Funds Administrator, the Grid Operator, the Ancillary
Services Provider or any other Party or the Pool Auditor;

24.2.21appointing, remunerating and removing in accordance with
the Grid Code one or more persons to represent the Executive
Committee on the Grid Code Review Panel;

24.2.22appointing, remunerating and removing lawyers, bankers,
valuers, brokers, accountants and other professional and
specialist advisers to assist the Executive Committee or any of
its sub-committees in the performance of its duties and
responsibilities under this Agreement;

24.2.23subject to any applicable confidentiality provisions,
monitoring any litigation, arbitration or other proceedings
affecting or which may affect the Settlement System;

24.2.24subject to any applicable confidentiality provisions,
advising Pool Members, Externally Interconnected Parties (not
being Pool Members), the Settlement System Administrator, the
Pool Funds Administrator, the Grid Operator and the Ancillary
Services Provider of decisions of the Executive Committee
applicable to them or the relevant one(s) of them and liaising
with all such persons on an ongoing and regular basis;

24.2.25advising each of the Pool Auditor and the Director of
decisions of the Executive Committee and of Pool Members in
general meeting or separate general meeting and liaising with
each of the Pool Auditor and the Director on an ongoing and
regular basis;

24.2.26investigating any complaints made by any Pool Member
concerning the Settlement System, the Funds Transfer System (or
any part or aspect of any thereof), the Settlement System
Administrator, the Pool Funds Administrator, the Grid Operator,
the Ancillary Services Provider, the Pool Auditor, the Pool
Banker or the Custodian;

24.2.27approving the Pool Banker and giving instructions for, or
consenting to, the removal of the same;

24.2.28reviewing and approving or disapproving the Procedures
Manual in accordance with Clause 64;

24.2.29considering and dealing with any other matter relating to
the Settlement System, the Funds Transfer System (or any part or
aspect of any thereof) or its or their operation referred to the
Executive Committee by the Pool Members in general meeting or
separate general meeting, any Pool Member, the Pool Chairman, the
Pool Auditor or the Director and any other matter which is
otherwise designated under this Agreement for reference to it;
and

24.2.30determining the amount of the Second Tier Suppliers'
System Charge.

24.3 Exclusion of general meeting powers: Pool Members in general
meeting shall have no powers in relation to the matters expressly
reserved under this Agreement to the Executive Committee except
to the extent that such matters are remitted to the Pool Members
in general meeting under Clause 13.4.

                             PART V

                    LIMITATION OF LIABILITY

    25.LIMITATION OF LLABILI1~'

25.1 Limitation of liability: Subject to Clause 25.2 and save
where any provision of this Agreement provides for an indemnity,
each Party agrees and acknowledges that no Party (excluding for
this purpose the Settlement System Administrator) (the "Party
Liable") or any of its officers, employees or agents shall be
liable to any of the other Parties for loss arising from any
breach of this Agreement other than for loss directly resulting
from such breach and which at the date of this Agreement was
reasonably foreseeable as not unlikely to occur in the ordinary
course of events from such breach in respect of:

25.1.1 physical damage to the property of any of the other
Parties or its or their respective officers, employees or agents;
and/or

25.1.2 the liability of any such other Party to any other person
for loss in respect of physical damage to the property of any
other person.

25.2 Death and personal injury: Nothing in this Agreement shall
exclude or limit the liability of the Party Liable for death or
personal injury resulting from the negligence of the Party Liable
or any of its officers, employees or agents and the Party Liable
shall indemnify and keep indemnified each of the other Parties,
its officers, employees or agents from and against all such and
any loss or liability which any such other Party may suffer or
incur by reason of any claim on account of death or personal
injury resulting from the negligence of the Party Liable or any
of its officers, employees or agents.

Exclusion of certain types of loss: Subject to Clause 25.2 and
save where any provision of this Agreement provides for an
indemnity, neither the Party Liable nor any of its officers,
employees or agents shall in any circumstances whatsoever be
liable to any of the other Parties for:

25.3.1 any loss of profit, loss of revenue, loss of use, loss of
     contract or loss of goodwill; or

25.3.2 any indirect or consequential loss; or

25.3.3 loss resulting from the liability of any other Party to
any other person howsoever and whensoever arising save as
provided in Clauses 25.1.2 and 25.2.

25.4 Trust: Each Party acknowledges and agrees that each of the
other Parties holds the benefit of Clauses 25.1, 25.2 and 25.3
for itself and as trustee and agent for its officers, employees
and agents.

    25.5Survival: Each of Clauses 25.1, 25.2, 25.3 and 25.4
shall:

25.5.1 be construed as a separate and severable contract term,
and if one or more of such Clauses is held to be invalid, unlawful 
or otherwise unenforceable the other or others of such Clauses shall 
remain in full force and effect and shall continue to bind the Parties; and

25.5.2 survive termination of this Agreement.

25.6 Saving: For the avoidance of doubt, nothing in this Part V
shall prevent or restrict any Party enforcing any obligation
(including suing for a debt) owed to it under or pursuant to this
Agreement.

25.7 Full negotiation: Each Party acknowledges and agrees that
the foregoing provisions of this Part V have been the subject of
discussion and negotiation and are fair and reasonable having
regard to the circumstances as at the date of this Agreement.

                             
                             PART VI
               THE SETTLEMENT SYSTEM ADMINISTRATOR

    26.APPOINTMENT

ESIS is hereby appointed by each Pool Member and agrees to act as
the initial Settlement System Administrator on and subject to the
terms and conditions of the SSA Arrangements.

    27.[Not used].
    28.[Not used].

                               107

                            PART VII

THE SETTLEMENT SYSTEM ADMINISTRATOR'S RESPONSIBILITIES

    29.RESPONSIBILITIES

Responsibilities: Without prejudice to the generality of the
duties, responsibilities and obligations of the Settlement System
Administrator provided elsewhere in the SSA Arrangements:

29.1 Provision of information: The Settlement System
Administrator shall provide each Pool Member and the Ancillary
Services Provider upon request with a certified copy of such
records, data and other information concerning amounts payable by
or to such Pool Member and the Ancillary Services Provider as
such Pool Member may reasonably request for the purpose of
establishing the amounts which are owed to or by such Pool Member
in accordance with this Agreement, and in any event such
information as any Pool Member may request from the Settlement
System Administrator in order to establish or prove a claim to
any amounts due or claimed to be due. The Settlement System
Administrator shall provide such information forthwith upon
request or (if so required by the Settlement System
Administrator) upon delivery of a certificate from the Pool
Member's counsel certifying that such information is required for
such purpose. Each of the Parties agrees to the release of all
such records, data and other information in the circumstances
described in this Clause 29.1.

29.2 Arrangements with the Grid Operator and Ancillary Services
Provider: Each of the Settlement System Administrator, the Grid
Operator and the Ancillary Services Provider shall make and
maintain arrangements with each other whereby such data and other
information as may be collected or received by any of them or
necessary for the purposes of the Settlement System, the
Ancillary Services Business or (as the case may be and subject to
Clause 69) the operation of the NGC Transmission System or the
performance by the Grid Operator of its obligations under the NGC
Transmission Licence shall be provided to such other(s) to the
extent necessary to enable such other(s) to perform its or their
respective obligations under this Agreement, the Grid Code, any
Ancillary Services Agreement and/or the NGC Transmission Licence.
Each of the Parties agrees to the release of all such data and
other information in the circumstances described in this Clause
29.2.

29.3 Arrangements with the Pool Funds Administrator: The
Settlement System Administrator and the Pool Funds Administrator
shall make and maintain arrangements with each other whereby:

(a) sufficient data and other information is provided by the
Settlement System Administrator to the Pool Funds Administrator as to enable
the Pool Funds Administrator to perform its obligations under this
Agreement and the Funds Transfer Agreement; and

(b)  sufficient data and other information is provided by the
Pool Funds Administrator to the Settlement System Administrator
as to enable the Settlement System Administrator to perform its
obligations under this Agreement.

Each of the Parties agrees to the release of all such data and
other information in the circumstances described in this Clause
29.3.

30.  [Not used].

    31.[Not used].

    32.[Not used].

    33.[Not used].

    34.COSTS, FEES AND EXPENSES

34.1 Schedule 4: The provisions of Schedule 4 shall have effect.

34.2 Fees:

34.2.1 Each Party which is not a Pool Member (other than the
Settlement System Administrator, the Pool Funds Administrator,
the Grid Operator and the Ancillary Services Provider) shall pay
the Settlement System Administrator a fee as provided in Section
8 of Part G of the Appendix to Schedule 4 in respect of the
provision to such Party of all data and other information which
is required by the terms and conditions of Service Line 10
(Service to CEO and Pool Members) to be made available to it by
the Settlement System Administrator.

34.2.2 A Party may at any time by notice in writing to the
Settlement System Administrator elect not to be provided with all
or some of the data and other information to which it is entitled
from the Settlement System Administrator under this Agreement and
may change such election at any time upon further written notice
to the Settlement System Administrator.

34.3 Charges: The Executive Committee shall be entitled to
require that a fee or other charge (not exceeding pounds 500 per
dispute or such other sum as the Pool Members in general meeting
may from ti ne to time approve) be levied On and paid by a Party
in respect of any dispute concerning Settlement or its operation
(including with respect to data) referred by such Party for
determination to the Executive Committee or any sub-committee
thereof. Such fee or other charge shall be levied, paid and
collected in such manner and at such time as the Executive
Committee shall direct and the relevant Party hereby undertakes
to pay any such fee or other charge so levied. Any such fee or
other charge shall at the option of the Executive Committee (i)
be refunded in whole or in part to the Party which paid the same, 
or (id) be applied against the administration costs of whatsoever 
nature of the Executive Committee or the relevant subcommittee.

34.4 Externally Interconnected Parries' costs:

34.4.1 An Externally Interconnected Party shall be entitled to
recover in accordance with this Clause 34.4 its costs and
expenses reasonably incurred in acting in accordance with this
Agreement as the Externally Interconnected Party for its
Corresponding External Pool Members (as defined in the Pool
Rules).

34.4.2 Not later than 30 days after the beginning of each
Accounting Period (commencing with the Accounting Period
beginning in 1992) each Externally Interconnected Party shall
submit in writing to the Executive Committee for approval (such
approval not to be unreasonably withheld) reasonable details of
the costs and expenses anticipated as likely to be incurred by it
in its capacity as an Externally Interconnected Party in that
Accounting Period and (commencing with the Accounting Period
beginning in 1993) of the actual costs and expenses so incurred
by it in the immediately preceding Accounting Period. If approved
by the Executive Committee, all such costs and expenses shall be
recovered by an Externally Interconnected Party from its
Corresponding External Pool Members in accordance with Clause
34.4.3. If not so approved, the Externally Interconnected Party
shall revise and resubmit to the Executive Committee the said
details as often as may be required in order to obtain such
approval.

34.4.3 Each Corresponding External Pool Member shall reimburse
its Externally Interconnected Party its due proportion of all its
Externally Interconnected Party's approved costs and expenses
within 28 days after receipt of an invoice from its Externally
Interconnected Party. The Externally Interconnected Party shall
issue invoices in respect of each Quarter on or after the Quarter
Day relating thereto. Invoices shall be based on approved
anticipated costs and expenses for the relevant Accounting Period
and the first invoice for each Accounting Period (commencing with
the Accounting Period beginning in 1993) shall include any
correction that may be necessary on account of the approved
actual costs and expenses being different from the approved
anticipated costs and expenses for the immediately preceding
Accounting Period.

     34.4.4For the purposes of this Clause 34.4 a Corresponding
External Pool Member's due proportion of its Externally Interconnected 
Party's approved costs and expenses for each Quarter shall be calculated
as follows: -

(a)  the aggregate of the Externally Interconnected Party's
approved costs and expenses shall be divided by two;

(b)   as to one half of such approved costs and expenses, the
Corresponding External Pool Member's due proportion shall be the
proportion which the sum of (i) the number of its Generation
Trading Blocks and (ii) one (representing the notional Consumer
referred to in paragraph 26.5.2(d) of the Pool Rules) bears to
the sum of (a) the total number of the Generation Trading Blocks
of all Corresponding External Pool Members the Externally
Interconnected Party of which is the same as that for the
Corresponding External Pool Member in question and (b) the number
of all such Corresponding External Pool Members, and each such
Corresponding External Pool Member shall for this purpose be
allocated at least one Generation Trading Block; and

(c)  as to the other half of such approved costs and expenses,
the Corresponding External Pool Member's due proportion shall be
the proportion which its Gross Traded Energy for the Quarter in
question bears to the aggregate of the Gross Traded Energy for
that Quarter of all Corresponding External Pool Members the
Externally Interconnected Party of which is the same as that for
the Corresponding External Pool Member in question, and for this
purpose UGross Traded Energy" in respect of any Quarter and any
Corresponding External Pool Member shall be the aggregate amount
of Active Energy (measured in kWh) bought and sold pursuant to
this Agreement by such Corresponding External Pool Member in its
capacity as such in that Quarter.

34.4.5The foregoing provisions of this Clause may be amended or
varied in respect of an Externally Interconnected Party and its
Corresponding External Pool Members (or any of them) by prior
written agreement of that Externally Interconnected Party, all
its Corresponding External Pool Members and the Executive
Committee.

34A. SECOND TIER SYSTEM CHARGES

34A.1The following provisions of this Section 34A shall apply in
respect of each of the Accounting Periods beginning on 1st April,
1994, 1st April, 1995, 1st April, 1996 and 1st April, 1997 (each
a "Specified Accounting Period").

34A.2Subject to Section 34A.6, the Second Tier Suppliers' System
Charge for a Specified Accounting Period shall be determined by
the Executive Committee as the amount per annum to be charged to
each Second Tier Supplier in respect of each Second Tier System
supplied by such Supplier.

34A.3Subject to Section 34A.6, the Second Tier Suppliers'
Non-Pooled Generation System Charge for a Specified Accounting
Period shall be determined by the Executive Committee as the 
amount per annum to be charged to each Second Tier Supplier in 
respect of each Non-Pooled Generator for whose Metering System such 
Second Tier Supplier is the Registrant.

34A.4Subject to Section 34A.6, the Suppliers' System Charge for a
Specified Accounting Period shall be determined by the Executive
Committee as the amount per annum to be charged to each Supplier
(other than a Second Tier Supplier) in respect of each Non-Second
Tier System in that Supplier's authorised area.

34A.5The second tier system charge payable by a Supplier in
respect of each calendar month in a Specified Accounting Period 
shall be calculated as follows:

(a)  in respect of each Second Tier Supplier, in accordance with
the following formula:

           Second Tier SuPplierst System Charge x NOSP
                               12

where NOSP is the total number of Second Tier Systems supplied by
such Supplier at the beginning of the relevant calendar month;

(b)  in respect of each Second Tier Supplier and in addition to
the charge in Section 34A.5(a), in accordance with the following
formula:

Second Tier Suppliers' Non - Pooled Generation System Charge NNPG
                               12

where NNPG is the total number of Metering Systems of Non-Pooled
Generators for which such Second Tier Supplier is the Registrant
at the beginning of the relevant calendar month;

    (c)in respect of each Supplier (other than a Second Tier
Supplier), in accordance with the following formula:

                  Suppliers'System Charge x NMS
                               12

where NMS is the total number of Non-Second Tier Systems in that
Supplier's authorised area as at the beginning of that month;

    (d)for these purposes, the numbers of Second Tier Systems and of Non
Second Tier Systems as at the beginning of each calendar month shall be
as notified to the Settlement System Administrator (who shall then
notify the Director) by the relevant Suppliers (and the Settlement
System Administrator being entitled, in the absence of any notification
to the contrary, to rely on the last such notification and other
information in its possession) and, in the event of any dispute
between the Parties, shall be as determined by the Director (whose
determination shall be final and binding); and

(e)  only those Second Tier Systems in respect of which data
collection costs are incurred by Second Tier Agents or the
Settlement System Administrator shall be used in determining the
number of Second Tier Systems.

34A.6If in respect of any Specified Accounting Period (other than
the one beginning on 1st April, 1997) the aggregate of all second
tier system charges payable pursuant to Sections 34A.5(a),
34A.5(b) and 34A.5(c) and received by the Settlement System
Administrator is less than or (as the case may be) more than the
Total Second Tier System Charges for such Specified Accounting
Period the deficit or (as the case may be) the surplus shall be
carried forward to the immediately succeeding Specified
Accounting Period and shall be included in the calculation of the
Total Second Tier System Charges therefor.

34A.7The Executive Committee will use its reasonable endeavours
to ensure that the aggregate of all second tier system charges
payable pursuant to Sections 34A.5(a), 34A.5(b) and 34A.5(c) and
received by the Settlement System Administrator in respect of the
Accounting Period beginning on 1st April, 1997 meets the Total
Second Tier System Charges specified for that Accounting Period.
There shall be no carry forward of any such deficit or surplus
arising in respect of the Specified Accounting Period beginning
on 1st April, 1997.

                            PART VIII

          THE SETTLEMENT SYSTEM AND COMPUTER OPERATIONS

    35.DEVELOPMENT OF THE SETTLEMENT SYSTEM

35.1 Development: The Settlement System shall be developed under
the overall control of the Executive Committee. All developments
of and changes to the Computer Systems shall be made in
accordance with the terms of the Development Policies.

35.2 Delegation: Save as provided by the Development Policies,
the Executive Committee shall be entitled to delegate all or any
of its rights, powers and duties under Clause 35.1 and the
Development Policies to such person(s) and on such terms and
conditions as from time to time it may see fit.

35.3 Development Policies:

35.3.1
(a)  The matters addressed by the Development Policies are set
out in the list of contents in the Development Policies. These
general headings define the scope of the Development Policies.

(b)  The scope of the Development Policies may be amended at any
time and from time to time by written agreement of the Executive
Committee and the Settlement System Administrator.

(c)   Any amendment to any of the matters addressed by the
Development Policies or any addition or substitution to the
Development Policies which does not extend or restrict (other
than in a way or to an extent which can reasonably be regarded as
de minimis) the scope of the Development Policies may be made at
any time and from time to time, and shall be effective if so
made, by the Executive Committee after consultation with the
Settlement System Administrator unless such matter is one covered
by the headings in Schedule 16 in which event such amendment,
addition or substitution may be made and shall be effective only
by written agreement of the Executive Committee and the
Settlement System Administrator.

35.3.2Without prejudice to Clause 35.3.1(c), Schedule 16 may be
changed at any time and from fi.T.e to time by written agreement
of the F.xecutive Committee and the Settlement System
Administrator.

35.3.3Each of the Parties undertakes to comply with (and the Pool
Members undertake to ensure that the Executive Committee complies
with) the Development Policies.

35.4.SSA's comments: The Executive Committee or the particular
sub-committee or sub-group in respect of any development of the
Settlement System shall take into account all reasonable comments
of the Settlement System Administrator in relation to the
specification, design, testing and implementation requirements of
any development of the Settlement System where such comments
relate to the operational compatibility or consistency with the
Settlement System or the ability of the Settlement System
Administrator to comply with this Agreement, the Act or NGC's
Transmission Licence.

35.5 Provision of data and information: Each Party shall ensure
that all data and information necessary to enable any testing of
the Settlement System or any development thereof or change
thereto required under the Development Policies and which is
permitted to be released by the Settlement System Administrator
under the Pool Rules or as otherwise expressly provided herein is
supplied to the Executive Committee or as it may direct and to
the Settlement System Administrator, and each Party shall use all
reasonable endeavours to cooperate with and support any such
testing.

35.6 Provision of data and information to authorized persons: The
Parties shall provide or ensure that the Settlement System
Administrator provides all data and information required under
Clause 35.5 to such persons as may from time to time be
authorised by the Executive Committee to receive the same
provided that such persons shall have executed a confidentiality
undertaking in such form as the Executive Committee may from time
to time determine. If the Settlement System Administrator is not
permitted or required to release any data and information by
reason only of the confidential nature of such data and
information it shall and may provide representative data to the
extent required for such testing.

35.7 Inconsistencies and conflicts: In the event of any
inconsistency or conflict between the provisions of this
Agreement and the provisions of the Development Policies, the
provisions of this Agreement shall prevail.

     36.CHANGE MANAGEMENT

36.1 Change Management Policies: In order to ensure that
developments of and changes to the Settlement System are brought
into effect in an ordered and controlled manner, each of the
Parties undertakes to comply with the Change Management Policies.

36.2 Amendments: The Change Management Policies may be amended at
any time and from time to time by the Executive Committee after
consultation with the Settlement System Administrator.

SOFTWARE

37.1 [Not used].

37.2 Warranties: Without prejudice to Service Line 19 (System
Integration) and Section 9 of Schedule 4, nothing in this
Agreement shall imply or impose any requirement on the Settlement
System Administrator to give any warranty with respect to any
Software.

37.3 No Each Party acknowledges that neither NGC nor Energy
Settlements and Information Services Limited shall have any
liability in respect of any software developed before the
Effecdve Date.

    38.[Not used].

    39.[Not used].

    40.[Not used].

    41.NOTIFICATION OF DEFECTS BY POOL MEMBERS

Each Pool Member undertakes to the Settlement System
Administrator and each other Pool Member promptly to notify the
Settlement System Administrator and the Executive Committee in
writing of any defects of which it is or becomes aware in the
Software or its operation and to provide such further information
as may reasonably be required by the Settlement System
Administrator to identify, isolate and correct such defect.

    42.[Not used].

    43.[Not used].

    44.[Not used].

    45.ESCROW ARRANGEMENTS

    45.1Escrow Agreement: On 17th March, 1992 the Settlement
System Administrator (for itself and on behalf of the Pool Members 
acting through the Executive Committee) entered into an escrow 
agreement (the "Escrow Agreements) in the form set out in schedule 7 
with The National Computing Centre Limited (the "Custodian"). The 
Settlement System Administrator has deposited or will
deposit as soon as it comes into existence:

45.1.1 copy of the source code and load (machine executable)
modules relating to all Developed Application Software (as
defined in Schedule 4) together with all job control language and
licensed software system tables, each in a machine readable form
and the source code and job control language in a hard copy form;
and

45.1.2 copy of all related manuals and other associated
documentation, including: -

(a)  ny user requirement documents, together with all associated
authorised change requests;

(b)  ny functional specification documents associated with those
documents described in paragraph (a) above, together with all
authorised change requests associated with the relevant
functional specification;

(c)  to the extent available to the Settlement System
Administrator, any design specification documents associated with
those documents described in paragraphs (a) and (b) above,
together with all authorised change requests associated with the
relevant design specification;

(d)  any program and/or user guides prepared to assist in the
day-today operation and future development of the computer
programs (including records of test cases together with the
associated test input and output data used for validation
purposes);

(e)  any relevant test strategy schedules and acceptance test
schedules as specified for functional and operational end to end
testing;

(f)  any relevant test acceptance certificates and reports for
all tests recording comments and observations made on the
appropriate tests where such tests are commissioned by the
Settlement System Administrator;

(g)  any relevant client acceptance certificates and Pool
Auditor's reports, together with any reports recording such
clients' and the Pool Auditor's observations and comments on the
tests;

(h)  any relevant compilation or detailed operating procedures
required in connection with any of the relevant paragraphs in
this Clause 45.1.2;

(I)  all Software licences for Licensed Application Software (as
defir,ed in Schedule 4); and

(j)  a list detailing all versions of Licensed Application
Software (including operating systems and compilers) used in
creating each version of the object code detailing the version
numbers used and any program temporary fixes or equivalent mode,

(together the "Material").

If, after consultation with the Settlement System Administrator,
the Executive Committee shall so request:

(A)  the Settlement System Administrator shall use its reasonable
endeavours (which may include the payment of a fee or further fee
recoverable through the Charging Procedure) to procure that any
licence for any Licensed Application Software is on terms or
amended terms that permit the deposit of.such Licensed
Application Software with a reputable software escrow agent
approved by the Executive Committee on the terms of an escrow
agreement approved by the Executive Committee and the Settlement
System Administrator (in the case of the Settlement System
Administrator such approval not to be unreasonably withheld); and

     (B)NGC shall use its reasonable endeavours to procure that
any licence for any Licensed Application Software licensed by it to the
Settlement System Administrator is on terms or amended terms that permit 
the deposit of such Licensed Application Software with a reputable
software escrow agent approved by the Executive Committee on the
terms of an escrow agreement approved by the Executive Committee
and NGC (in the case of NGC such approval not to be unreasonably
withheld).

45.2 Updating: The Settlement System Administrator shall ensure
that the Material deposited with the Custodian is kept fully
up-to-date and reflects all Modifications (as defined in the
Escrow Agreement) and shall deposit a copy of all Modifications
with the Custodian as soon as the same are available, all in
accordance with the terms and subject to the conditions of the
Escrow Agreement.

45.3 Notification to Executive Committee: The Settlement System
Administrator shall notify the Executive Committee promptly of
the delivery of each Modification to the Custodian.

45.4 Amendments: Any amendment to or variation of the Escrow
Agreement shall be made in accordance with its terms provided
that the Settlement System Administrator shall not make or agree
to any such amendment or variation without the prior written
consent of the Executive Committee.

    46.[Not used].
                             
                             PART IX

THE POOL AUDITOR AND SCHEDULING AND DESPATCH REVIEWS

    47.THE POOL AUDITOR AND SCHEDULING AND DESPATCH REVIEWS

47.1 Appointment and removal: The Executive Committee shall
(after consultation with the Settlement System Administrator)
from time to time appoint a firm of accountants of
internationally recognised standing to carry out:

47.1.1audits of the calculations and allocations performed by the
Settlement System, such audits to be carried out annually;

47.12audits of the Funds Transfer System, such audits to be
carried out annually;

47.1.3tests and/or checks on new items or versions of Software;

47.1.4reviews of Agreed Procedures and Codes of Practice, as
required from time to time by the Executive Committee; and

47.1.5audits, reviews, tests and/or checks of such other matters
as are otherwise designated under this Agreement for reference to
it and, where not so designated, such other audits, reviews,
tests and/or checks as the Executive Committee may from time to
time reasonably require (having regard, in particular, to the
disruptive effect of the same on the business and operations of
the Parties),

and to assist, upon request of the Executive Committee, in the
preparation of Works Programmes pursuant to Clause 5.9.

The Executive Committee shall have the right at any time and from
time to time (after consultation with the Settlement System
Administrator) to remove from office as Pool Auditor any firm of
accountants so appointed by it, but the Executive Committee shall
ensure that there shall at all times be a Pool Auditor.

47.2 Scheduling and Despatch Review:

47.2.1The Grid Operator shall (after consultation with the
Executive Committee) decide upon the appointment from time to
time of such firm of accountants of internationally recognised
standing as the Executive Committee shall approve (such approval
not to be unreasonably withheld or delayed) to carry out reviews
(UScheduling and Despatch Reviews") of the Scheduling and
Despatch processes under the Grid Code, such reviews to be
carried out, until the first anniversary of the Effective Date,
at such time or times as shall be agreed between the Grid
Operator and the Executive Committee and,
thereafter, annually. The objective and scope of each such review
is set out in Schedule 19.

47.2.2The Grid Operator shall have the right at any time and from
time to time (after consultation with the Executive Committee) to
decide upon the removal from office of the firm of accountants so
appointed by it with the consent of the Executive Committee (such
consent not to be unreasonably withheld or delayed).

47.2.3The auditor carrying out the Scheduling and Despatch Review
shall report to the Grid Operator.

47.3  Scope of work:

47.3.1The terms of engagement and scope of the work to be carried
out by the Pool Auditor shall be in accordance with the terms of
this Agreement and as determined from time to time by the
Executive Committee (after consultation with the Pool Auditor
and, where appropriate, the Settlement System Administrator or
the Pool Funds Administrator) and the Pool Auditor shall report
to the Executive Committee. The Executive Committee shall, upon
request, provide each Pool Member, the Director, any Party which
has applied pursuant to Clause 8.2 to become a Pool Member and
(as appropriate) the SenIement System Administrator or the Pool
Funds Administrator with a copy of such terms of engagement.

47.3.2Any opinion or report of the auditor carrying out the
Scheduling and Despatch Review shall be addressed to the Grid
Operator (for its own bereft) and a copy thereof shall be sent to
the Executive Committee and to each Pool Member, the Director,
the Settlement System Administrator and the Pool Funds
Administrator (each of whom shall be entitled to rely on it).

47.4 Notification of disputes: Upon written request of the Pool
Auditor or, where the dispute relates to Scheduling and Despatch,
the auditor carrying out the Scheduling and Despatch Review, a
Party shall promptly provide the Pool Auditor or (as the case may
be) the auditor carrying out the Scheduling and Despatch Review
with a written statement of all disputes under or in connection
with this Agreement or any Ancillary Services Agreement which are
then outstanding and which involve such Party or which the
relevant Party believes may arise and are likely to involve such
Party, and (subject to any supervening obligations of
confidentiality binding on such Party) such statement shall
include reasonable details of each such dispute.

    48.AUDIT INSTRUCTIONS

48.1 Frequ ency:

     48 1.1Audits, tests, reviews and checks pursuant to Clause
47.1 shall be carried out at such time or times as the Executive Committee
shall determine (after consultation with the Pool Auditor and, where
appropriate, the Settlement System Administrator or the Pool
Funds Administrator) and any such audit, test, review or check shall
relate to such period(s) as the Executive Committee and the Pool Auditor
shall agree.

48.1.2The review pursuant to Clause 47.2 shall be carried out at
such time or times as the Grid Operator shall determine and the Executive
Committee shall approve (such approval not to be unreasonably
withheld or delayed).

48.1.3In good time before each annual general meeting of Pool
Members:

(a)  the Executive Committee shall instruct the Pool Auditor to
prepare the report referred to in Clause 9.1.2; and

(b)  the Grid Operator shall instruct the auditor carrying out
the Scheduling and Despatch Review to prepare the report referred
to in Clause 47.2.3.

48.2 Opinions and reports: Any opinion or report of the Pool
Auditor required by the Executive Committee shall be addressed to
the Executive Committee for the benefit of all Pool Members and
to such other person(s) as the Executive Committee may direct and
a copy thereof shall be sent by the Executive Committee to each
Pool Member and the Director and, if requested and the Executive
Committee approves, the Settlement System Administrator and the
Pool Funds Administrator (and the Settlement System Administrator
and the Pool Funds Administrator shall be entitled to rely upon
the same in any legal proceedings (including arbitration)).

48.3 Concerns and recommendations:

48.3.1In instructing the Pool Auditor in respect of any of the
matters referred to in Clause 47.1 the Executive Committee shall
require the Pool Auditor: -

    (a)forthwith to report any material concerns with respect to
matters the subject of the relevant audit, test, review and/or check; and

    (b)to make such recommendations as to changes in the
procedures, controls and/or audit coverage as the Pool Auditor considers
appropriate.

Upon receipt of any such report or recommendation the Executive
Committee shall, after consultation with the Settlement System
Administrator or (in the case of the review referred to in Clause
47.1.2) the Pool Funds Administrator, prepare and send or cause
to be prepared and sent a report to Pool Members, the Pool
Auditor and the Director and the Settlement System Administrator
or (as the case may be) the Pool Funds Administrator enclosing a
copy of the Pool Auditor's report or recommendation. The
Executive Committee shall instruct the Settlement System
Administrator or (as the case may be) the Pool Funds
Administrator to carry out such corrective action as the Pool
Members in general meeting may approve or (where such approval is
not required by the terms of this Agreement) as the Executive
Committee may resolve consequent upon receipt of the Executive
Committee's report (which the Settlement System Administrator and
the Pool Funds Administrator undertake promptly to do).

48.3.2In instructing the auditor in respect of the Scheduling and
Despatch Review the Grid Operator shall require the auditor to
make the reports and recommendations referred to in Clauses
48.3.1(a) and (b). Upon receipt of a copy of any such report or
recommendation the Executive Committee shall, after consultation
with the Settlement System Administrator and the Grid Operator,
prepare or send or cause to be prepared and sent a report to Pool
Members, the auditor carrying out the Scheduling and Despatch
Review and the Settlement System Administrator enclosing a copy
of the report or recommendation. The Executive Committee may
instruct the Grid Operator to carry out such corrective action as
may be reasonable and practicable in all the circumstances and
which is consistent with the Grid Code which the Pool Members in
general meeting shall approve.

48.4 Access:

48.4.1To the extent that the Pool Auditor reasonably requires in
order to be satisfied that the Pool Funds Administrator is
complying with its obligations under this Agreement and the
Agreed Procedures, the Pool Funds Administrator shall permit the
Pool Auditor unrestricted access to its operation of the Funds
Transfer System, the Funds Transfer Hardware and the Funds
Transfer Software and all data used, information held and records
kept by the Pool Funds Administrator or its agents in the conduct
of that operation and shall make available members of its staff
to explain such operation and such other issues as the Pool
Auditor considers relevant.

48.4.2The Grid Operator shall permit the auditor carrying out the
Scheduling and Despatch Review unrestricted access to that part
of its business as relates to Scheduling and Despatch and the
operation of BPS GOAL and all data used, information held and
records kept by the Grid Operator in the conduct of such business 
and shall make available members of its staff to explain such 
operations and such other issues as the auditor considers relevant.

48.5 Costs:

48.5.1The costs of any corrective action on the part of the
Settlement System Administrator pursuant to Clause 48.3.1 shall
be as agreed between the Pool Auditor and the Executive Committee
(after consultation with the Settlement System Administrator) and
shall be borne in accordance with the PEA Accounting Procedure.

     48.5.2The costs of any audit, test, review or check pursuant
to Clause 47.1.1 to 47.1.5 (inclusive) and any corrective action on 
the part of the Pool Funds Administrator pursuant to Clause 48.3.1 
shall be as agreed between the Pool Auditor and the Executive 
Committee (after consultation with the Pool Funds Administrator in 
the case of any such corrective action) and shall be borne by the 
Pool Funds Administrator and recovered by it in accordance with 
the PEA Accounting Procedure.

     48.5.3The costs of any review pursuant to Clause 47.2 and
any corrective action on the part of the Grid Operator pursuant to 
Clause 48.3.2 shall be borne by the Grid Operator.

48.6 Conflict: The Executive Committee shall require the Pool
Auditor and the auditor carrying out the Scheduling and Despatch
Review to disclose to the Executive Committee the existence and
nature of all audit assignments with any Party.

48.7 Own auditors' review: Each Pool Member may request of the
Executive Committee that its own external auditors be permitted
to liaise with the Pool Auditor and the auditor carrying out the
Scheduling and Despatch Review in accordance with normal
professional standards, including provision of access to working
papers. The Executive Committee shall take such steps as may
reasonably be required of it to ensure that each of the Pool
Auditor and the auditor carrying out the Scheduling and Despatch
Review co-operates accordingly (subject to Clause 48.9).

48.8 Pool Auditor's rights: The Pool Auditor shall be entitled to
attend and speak at meetings of the Executive Committee and at
general meetings and separate general mee:ir.gs of Pool Members.
The Pool Auditor shall be entitled to resign upon giving prior
notice to the Executive Committee (the period of such notice (if
any) to be as set out in the terms of its appointment). Should
the Pool Auditor resign, be removed from office or not be
reappointed the Pool Auditor shall have the right to communicate
directly with Pool Members if it believes there are matters which
should be brought to their attention.
                                
48.9 Confidentiality:

48.9.1The Pool Auditor shall as a condition precedent to its
appointment execute a confidentiality undertaking in favour of
each of the Settlement System Administrator, the Pool Funds
Administrator, the Grid Operator and the Ancillary Services
Provider and the Executive Committee on behalf of all Pool
Members in such form as may be reasonably required from time to
time by the Executive Committee.

48.9.2The auditor carrying out the Scheduling and Despatch Review
shall as a condition precedent to its appointment execute a
confidentiality undertaking in such form as may be reasonably
required from time to time by the Grid Operator and which shall
be approved by the Executive Committee (such approval not to be
unreasonably withheld or delayed).

48.9.3If requested by the Settlement System Administrator, the
Pool Funds Administrator, the Grid Operator or the Ancillary
Services Provider, the auditor carrying out the Scheduling and
Despatch Review shall execute a confidentiality undertaking in
favour of the relevant one of them in such form as the Executive
Committee may from time to time approve (such approval not to be
unreasonably withheld or delayed).

48.10 Scheduling and Despatch Auditor: The auditor appointed to
carry out the Scheduling and Despatch Review shall be entitled to
attend and speak at meetings of the Executive Committee and at
general meetings and separate general meetings of Pool Members
where matters relating to Scheduling and Despatch are to be
discussed or considered. The auditor shall be entitled to resign
upon giving prior notice to the Grid Operator (who shall send a
copy forthwith to the Executive Committee) (the period of such
notice, if any, to be as set out in the terms of its
appointment). Should the auditor resign, be removed from office
or not be reappointed it shall have the right to communicate
directly with Pool Members if it believes that there are matters
which should be brought to their attention.

                             PART X

              THE GRID OPERATOR'S RESPONSIBILITIES

    49.RESPONSIBILITIES
                 -

The Grid Operator shall have the following duties,
responsibilities and obligations under this Agreement:

49.1 PORTHOLE: Ensuring that, insofar as relevant to the
operation of the Settlement System and the Pool Rules, PORTHOLE 
will in its operation comply with its user and functional specifications.

49.2 Services Making available to any successor Settlement System
Administrator those services necessary for the proper functioning of
the Settlement System which the Grid Operator made available to the
incumbent Settlement System Administrator at any time in the twelve
month period prior to the resignation or removal of such incumbent
Settlement System Administrator, in any such case upon such terms as
may be agreed between the Grid Operator, such successor Settlement
System Administrator and the Executive Committee.

49.3 Generally: Such other duties, responsibilities and obligations as 
are set out in this Agreement.

50. STANDARD OF CARE

50.1  Standard of care: In the exercise of its duties and
responsibilities under this Agreement the Grid Operator shall
exercise that degree of care, diligence, skill and judgment which
would ordinarily be expected of a reasonably prudent operator of
the NGC Transmission System taking into account the circumstances
actually known to the Grid Operator, its officers and employees
at the relevant time or which ought to have been known to it or
them had it or they made such enquiries as were reasonable in the
circumstances.

50.2 Miscellaneous:

50.2.1 (a)The Grid Operator shall be entitled to rely upon any direction 
or instruction of the Executive Committee or the Chief Executive (if
any) if the same is signed by way of authority in accordance with
Clause 50.2.4 on behalf of two or more Committee Members or
on behalf of the Chief Executive and shall not be obliged to
comply with any direction or instruction of any sub-committee of
the Executive Committee or any delegate of the Executive
Committee other than the Chief Executive (unless such direction
or instruction is shown as having been ratified by the Executive
Committee).

    (b)The Grid Operator shall be entitled to rely upon any
communication or document reasonably believed by it to be
genuine and correct and to have been communicated or signed
by the person by whom it purports to be communicated or signed
and shall not be liable to any of the Parties for any of the
consequences of such reliance.

50.2.2Compliance with the Director's directions: No liability
whatsoever shall attach to the Grid Operator as a result of due
compliance by it with any directions and instructions of the
Director, provided that in complying with such directions and
instructions the Grid Operator is at all times acting in good
faith.

50.2.3 Prior approval: Where by the terms of this Agreement the
Grid Operator is required to obtain the prior directions,
instructions, approval or consent of the Executive Committee or
the Chief Executive, the Grid Operator shall have no authority
to, and shall not, act unless the requisite directions,
instructions, approval or consent have first been obtained.
Notwithstanding the foregoing sentence, nothing in this Agreement
shall prevent the Executive Committee from ratifying any act of
the Grid Operator.

50.2.4Express authority: All directions and instructions of the
Executive Committee or the Chief Executive to the Grid Operator
shall, as between the Grid Operator and the Pool Members, be
deemed to have the express authority of, and shall be binding
without reservation upon, all Pool Members.

50.2.5Authority of Pool Members: The Grid Operator shall not be
bound to act in accordance with the directions or instructions of
the Pool Members unless the Pool Members act through the
Executive Committee.

50.2.6General Meetings: The Grid Operator shall not be obliged to
take any steps to ascertain whether any resolution of Pool
Members in general meeting or of any class of Pool Members in
separate general meeting which it is advised by the Executive
Committee or the Chief Executive as having been passed was in
fact passed or passed by the requisite majority and until the
Grid Operator shall have express written notice to the contrary
from the Executive Committee or the Chief Executive it shall be
entitled to assume that the relevant resolution was passed or (as
the case may be) the relevant requisite majority was obtained.

50.2.7Exceptions: Notwithstanding the foregoing provisions of
this sub-clause 50.2, in the performance of its duties and
responsibilities under this Agreement the Grid Operator shall not
be bound to act in accordance with the directions or instructions
of the Executive Committee or the Chief Executive if:

    (a)to do so would cause the Grid Operator to breach any of
its obligations under the Act or its Transmission Licence; or

    (b)the Grid Operator has reasonable grounds for believing
that it would so breach any of such obligations and has consulted the
Director and:

    (i)the Director has not indicated that in his view it would
not involve any such breach; or

    (ii)the Director has indicated that, notwithstanding any such
actual or potential breach, the Director would not be
minded to enforce compliance with those obligations and
the Grid Operator has received an indemnity reasonably
satisfactory to it in respect of its acting in accordance with
such directions and instructions.

In any such event the Grid Operator shall promptly notify the
Executive Committee.

50.2.8 Reference to the Director: If at any time the Grid
Operator has a concern which is properly and reasonably founded
that, in acting in accordance with any direction or instruction
of the Executive Committee or the Chief Executive, it will breach
one or more of its obligations under the Act or its Transmission
Licence, then, if having discussed the matter with the Executive
Committee the matter remains unresolved, the Grid Operator shall
either comply with such direction or instruction or by notice in
writing refer the same to the Director, such notice to set out in
full the directions or instructions given to the Grid Operator
and the grounds for such concern and to be copied to the
Executive Committee. Pending any guidance from the Director in
response to any such reference and, provided that the Director
shall not express any view that such reference is misconceived,
vexatious or in respect of an improperly or unreasonably founded
concern, the Grid Operator shall not be liable to any of the
other Parties for refusing to act in accordance with the relevant
direction or instruction. If the Director shall express such a
view, the Grid Operator shall be so liable.

                             PART XI

                   ANCILLARY SERVICES AND THE
                   ANCILLARY SERVICES PROVIDER
                                
    51.ANCILLARY SERVICES

51.1 Obligations: The obligations of the Ancillary Services
Provider and the Grid Operator pursuant to this Clause 51 shall 
be owed to each and every Supplier.

51.2 Obligations of Ancillary Services Provider: The Ancillary
Services Provider shall: implement, maintain and operate all such 
systems as are necessary to enable it properly to carry on the 
Ancillary Services Business in accordance with the Transmission Licence;

51.2.2operate the Ancillary Services Business in an efficient and
economic manner;

51.2.3maintain such records, data and other information as the
Pool Auditor may from time to time by notice in reasonable detail
to the Ancillary Services Provider reasonably require for the
purposes of this Part XI or as may otherwise be reasonably
necessary to enable the Ancillary Services Provider to comply
promptly and fully with its obligations under this Agreement;

51.2.4retain in electronic or machine readable form for a period
of not less than eight years (or such longer period as the Pool
Auditor may from time to time reasonably require), copies of all
records, data and information referred to in Clause 51.2.3 in
respect of the Ancillary Services;

51.2.5provide to the Settlement System Administrator who shall
promptly provide the same to each Supplier monthly and annual
statements giving aggregate payment details separately in respect
of each of the following items:

(a) Reactive Energy;

(b) frequency control;

(c) Black Start Capability (as defined in the Grid Code);

(d) lost opportunity costs;

(e) supplies of Ancillary Services to Externally Interconnected
Parties;

(f)  adjustments for disputes which have been settled or
otherwise determined; and

(g)  the Ancillary Services Provider's business charges,

together with a statement of the sum of all such items, and each
of the Parties agrees to such information being so provided;

51.2.6not transfer or seek to transfer any of its duties or
responsibilities as Ancillary Services Provider save to NGC's
successor as Grid Operator where NGC is removed as Grid Operator
(but not further or otherwise);

51.2.7upon a successor Grid Operator being appointed (so far as
it is able), transfer to such successor all data, records, other
information, assets, equipment, facilities, rights and know-how
which it has (excluding freehold and leasehold real property) and
which are necessary to carry out the duties and responsibilities
of the Ancillary Services Provider and which are not otherwise
readily obtainable by such successor including all original and
copy material relating to the same and, in consideration for such
transfer, the Suppliers shall jointly and severally pay to the
Ancillary Services Provider a reasonable sum to reflect the costs
of, and the costs of transferring, such material, such sum to be
determined pursuant to Clause 83 in default of agreement between
the Suppliers and Ancillary Services Provider; and

51.2.8ensure that all agreements or arrangements for the
provision of Ancillary Services to Externally Interconnected
Parties are on the best commercial terms reasonably available.

51.3 Obligations of Suppliers: Each Supplier shall pay the
Ancillary Services Provider the amount allocated to such Supplier
for Ancillary Services in any Settlement Period for Ancillary
Services in accordance with this Agreement.

51.4 Obligation of Grid Operator: The GAd Operator shall enforce
the Master Connection and Use of System Agreement and each
Supplemental Agreement (insofar as it concerns the provision of
Ancillary Services) in accordance with their respective terms in
all circumstances in which it is reasonable to do so having
regard to its obligations under the Act, the Transmission Licence
and the Grid Code.

51.5 Audit of Ancillary Services:

51.5.1The Suppliers may require the Pool Auditor to carry out
audits, tests, checks or reviews in relation to the operation by
the Ancillary Services Provider of the Ancillary Services
Business as Suppliers may from time to time reasonably require
(having regard, in particular, to the disruptive effect of the
same on the business and operations of the Ancillary Services 
Provider). The terms of engagement for any such audit, test, check 
or review shall be made available to the Ancillary Services Provider.

51.5.2The Suppliers shall not require more than two audits,
tests, checks and reviews pursuant to Clause 51.5.1 in any
Accounting Period.

     51.5.3On instructing the Pool Auditor pursuant to Clause
51.5.1, the Supplier(s) concerned may require the Pool Auditor:

(a)  forthwith to report any material concerns with respect to
matters the subject of the relevant audit, test, check or review; and

(b)  to make such recommendations as to changes in the
procedures, controls and/or audit coverage of the Ancillary
Services Business as the Pool Auditor considers appropriate.

51.5.4The Ancillary Services Provider shall permit the Pool
Auditor such access to its Ancillary Services' operations and all
records, documents, data and other information (other than
Excluded Information) held by the Ancillary Services Provider in
the conduct of such operations in each case as the Pool Auditor
may reasonably require and shall make available members of its
staff to explain such operations and such other issues as the
Pool Auditor considers relevant. The Pool Auditor shall not
disclose and shall not be obliged to disclose to any Supplier
details of prices paid to each Generator by the Ancillary
Services Provider.

In this Clause 51.5 "Excluded Information" means all records,
documents, data and other information provided in the course of
the discussions or negotiations with any person with whom the
Ancillary Services Provider contracts or considers contracting
for the provision of Ancillary Services other than as stated in
any Ancillary Services Agreement whether such discussions or
negotiations take place before contracting or as part of any
price review during the term of any Ancillary Services Agreement.

51.5.5The Pool Auditor shall report to the Suppliers and a copy
of any report by the Pool Auditor relating to an audit, test,
check or review pursuant to Clause 51.5.1 shall be provided to
the Ancillary Services Provider. The Pool Auditor shall owe a
duty of confidentiality to the Ancillary Services Provider save
to the extent necessary to carry out the particular audit, test,
check or review provided that any matter or thing set out in any
report to the Suppliers shall not be subject to any such
obligation and provided always that nothing in this Clause 51.5.5
shall prevent the disclosure of any information pursuant to
Clause 69. The Ancillary Services Provider shall be entitled to
rely on any such report in any legal proceedings (including
arbitration).

51.5.6If   the  Suppliers  so  resolve,  the  Ancillary  Services
Provider shall promptly implement any recommendations made by the
Pool  Auditor  in a report relating to an audit, test,  check  or
review  pursuant  to  Clause 51.5.1 and,  in  the  event  of  any
dispute,  such  dispute  shall  be  referred  to  arbitration  in
accordance with Clause 83.

     51.5.7The cost of any audit, test, check or review pursuant
to Clause 51.5.1 shall be borne by the requisitioning Supplier(s). 
The costs of implementing any recommendations pursuant to Clause 
51.5.6 may be recovered by the Ancillary Services Provider in 
accordance with the ASP Accounting Procedure.

51  6  Basis  of  Payment: The Ancillary Services Provider  shall
calculate  the  total  amount payable  under  Ancillary  Services
Agreements  in respect of each Settlement Day together  with  any
amendments  to  calculations made for  previous  Settlement  Days
based  upon  information derived from the Grid Operator  and  the
Settlement  System Administrator. The charges  to  Suppliers  for
Ancillary   Services  shall  comprise  the  costs  so  calculated
together  with  the  charges of the Ancillary  Services  Provider
calculated in accordance with Schedule 18. The Ancillary Services
Provider shall notify a provisional sum to the Settlement  System
Administrator  within three working days after  receipt  of  such
information from the Grid Operator and the Settlement System
Administrator  so  as to be despatched by the  Settlement  System
Administrator to Suppliers in accordance with the relevant Agreed
Procedure to enable the Settlement System Administrator to 
apportion this sum to the sale of Active Energy  according  to  
the  Pool Rules.  The  Ancillary  Services Provider  shall  notify  
a  final sum to  the  Settlement  System Administrator by such 
time as will enable the  Settlement  System Administrator to take  
into  account  the final  Settlement  Run for each Settlement  Day.  
Any  unresolved amount  shall  be  included in the final  Settlement  
Run  on  an interim  basis pending resolution. Thereafter it may be  
included (together  with any errors or omissions subsequently arising)  
in any appropriate Settlement Run.

51.7 Lost opportunity costs:

     51.7.1Subject to Clause 51.6, where the Ancillary Services
Provider pays any Generator an amount in respect of lost opportunity 
costs the Ancillary Services Provider shall use reasonable endeavours 
to include any such amounts in its Ancillary Service charge to Suppliers 
in the Settlement Day on which it arises or as soon as possible thereafter.

51.7.2As  soon as the Ancillary Services Provider is notified  by
any  Generator  that any obligation to pay any  lost  opportunity
costs  may  arise  it  shall consult the Suppliers  and,  without
prejudice  to the Ancillary Services Provider's right to  recover
such  lost opportunity costs from Suppliers, if requested by  the
Suppliers shall recover such lost opportunity costs over  such  a
period as may be agreed between the Ancillary Services Provider and the 
Suppliers and, in default of agreement, over such period as the 
Ancillary Services Provider considers to be reasonable.

51.8 Independent Contractor: The Ancillary Services Provider
shall act as an independent contractor in carrying out its duties
pursuant to this Agreement and (unless expressly authorised to
the contrary) shall neither act nor hold itself out nor be held
out as acting as agent for any of the Other Parties.

51.9 Standard of care: In the exercise of its dudes and
responsibilities under this Agreement the Ancillary Services
Provider shall exercise that degree of care, diligence, skill and
judgment which would ordinarily be expected of a reasonably
prudent operator of the Ancillary Services Business taking into
account the circumstances actually known to the Ancillary
Services Provider, its of fleers and employees at the relevant
time or which ought to have been known to it or them had it or
they made such enquiries as were reasonable in the circumstances.

51.10 Miscellaneous:

51.10.1

(a) The Ancillary Services Provider shall be entitled to rely
upon any direction or instruction of the Executive
Committee or the Chief Executive (if any) if the same is
signed by way of authority in accordance with Clause
51.10.4 on behalf of two or more Committee Members or
on behalf of the Chief Executive and shall not be obliged
to comply with any direction or instruction of any sub
committee of the Executive Committee or any delegate of
the Executive Committee other than the Chief Executive
(unless such direction or instruction is shown as having
been ratified by the Executive Committee);

(b)  The Ancillary Services Provider shall be entitled to rely
upon any communication or document reasonably
believed by it to be genuine and correct and to have been
communicated or signed by the person by whom it
purports to be communicated or signed and shall not be
liable to any of the Parties for any of the consequences of
such reliance.

51.10.0Compliance with the Director's directions: No liability
whatsoever shall attach to the Ancillary Services Provider as a
result of due compliance by it with any directions and
instructions of the Director, provided that in complying with
such directions and instructions the Ancillary Services Provider
is at all times acting in good faith.

51.10.3Prior approval: Where by the terms of this Agreement the
Ancillary Services Provider is required to obtain the prior
directions, instructions, approval or consent of the Executive
Committee or the Chief Executive, the Ancillary Services Provider
shall have no authority to, and shall not, act unless the
requisite directions, instructions, approval or consent have
first been obtained. Notwithstanding the foregoing sentence,
nothing in this Agreement shall prevent the Executive Committee
from ratifying any act of the Ancillary Services Provider.

51.10.4Express authority: All directions and instructions of the
Executive Committee or the Chief Executive to the Ancillary
Services Provider shall, as between the Ancillary Services
Provider and the Pool Members, be deemed to have the express
authority of, and shall be binding without reservation upon, all
Pool Members.

     51.10.5Authority of Pool Mummers: The Ancillary Services
Provider shall not be bound to act in accordance with the directions or
instructions of the Pool Members unless the Pool Members act 1B
through the Executive Committee.

51.10.6General Meetings: The Ancillary Services Provider shall
not be obliged to take any steps to ascertain whether any resolution of
Pool Members in general meeting or of any class of Pool 15
Members in separate general meeting which it is advised by the
Executive Committee or the Chief Executive as having been
passed was in fact passed or passed by the requisite majority and
until the Ancillary Services Provider shall have express written
notice to the contrary from the Executive Committee or the Chief
Executive it shall be entitled to assume that the relevant
resolution was passed or (as the case may be) the relevant
requisite majority was obtained.

     51.10.7Exceptions: Notwithstanding the foregoing provisions
of this sub clause 51.10, in the performance of its duties and
responsibilities under this Agreement the Ancillary Services Provider 
shall not be bound to act in accordance with the directions or 
instructions of the Executive Committee or the Chief Executive if:

    (a)to do so would cause the Ancillary Services Provider to
breach any of its obligations under the Act or its
Transmission Licence; or

    (b)the Ancillary Services Provider has reasonable grounds for
believing that it would so breach any of such obligations
and has consulted the Director and:

(i) the Director has not indicated that in his view it
would not involve any such breach; or

    (ii)the Director has indicated that, notwithstanding
any such actual or potential breach, the Director
would not be minded to enforce compliance with
those obligations and the Ancillary Services
Provider has received an indemnity reasonably
satisfactory to it in respect of its acting in
accordance with such directions and instructions.

In any such event the Ancillary Services Provider shall promptly
notify the Executive Committee.

51.10.8
Reference to the Director: If at any time the Ancillary Services
Provider has a concern which is properly and reasonably founded
that, in acting in accordance with any direction or instruction
of the Executive Committee or the Chief Executive, it will breach
one or more of its obligations under the Act or its Transmission
Licence, then, if having discussed the matter with the Executive
Committee the matter remains unresolved, the Ancillary Services
Provider shall either comply with such direction or instruction
or by notice in writing refer the same to the Director, such
notice to set out in full the directions or instructions given to
the Ancillary Services Provider and the grounds for such concern
and to be copied to the Executive Committee. Pending any guidance
from the Director in response to any such reference and, provided
that the Director shall not express any view that such reference
is misconceived, vexatious or in respect of an improperly or
unreasonably founded concern, the Ancillary Services Provider
shall not be liable to any of the other Parties for refusing to
act in accordance with the relevant direction or instruction. If
the Director shall express such a view, the Ancillary Services
Provider shall be so liable.

51.11
Suppliers'Resolu tions: Where any matter is reserved under this
Part XI or Schedule 18 for the Suppliers to resolve, that matter
shall be decided upon by the majority vote of the Suppliers'
representatives on the Executive Committee.

51A. TRANSMISSION SERVICES

It is expressly acknowledged by the Parties that neither (i) the
termination or expiry of the provisions of Clause 51A, 51B or 51C
of this Agreement as in force immediately prior to the coming
into effect of this Clause 51A, including the Transmission
Services Scheme ("TSS") (as therein defined) andfor any addition
to or amendment of any other provision of this Agreement effected
pursuant to those Clauses whilst in force nor (ii) the
termination or expiry of previous clauses in this Agreement which
related to UMIS2 (as was therein defined) shall prejudice any
Consumer's (as defined in the Pool Rules) or the Grid Operator's
(acting through its agent the Ancillary Services Provider)
accrued rights and liabilities under each of UMIS2 and/or TSS at
the date of such termination or expiry which accrued rights shall 
include, for the avoidance of doubt, the ability to adjust sums 
calculated under UMIS2 and/or TSS in respect of disputes arising 
after such termination or expiry in respect of periods falling 
before such termination or expiry.

51B. TRANSMISSION SERVICES SCHEME 2

General:

51B.1Notwithstanding any other provision of this Agreement, the
provisions of this Clause shall govern the rights and obligations
of the Parties in relation to the Transmission Services Scheme 2.

51B.2In Recital (G), this Clause SIB, Schedule 9 and Schedule 11,
for so long as amended by the provisions of Clause 51B.4, the
term "Transmission Services Scheme 2" means the scheme to provide
an incentive for the Grid Operator to minimise (taking into
account other associated costs) a proportion of the costs arising
under this Agreement and/or resulting from the operation of the
NGC Transmission System including those arising from the
acquisition of Ancillary Services, and more particularly:

     (a)which provides for payments between the Grid Operator
(acting through its agent the Ancillary Services Provider) and Consumers 
in relation to:

(I)  the Transmission Services Uplift Payment, which comprises a
Reactive Power Daily Payment, a Transport Uplift Daily Payment
and an Energy Uplift Daily Payment; and

     (ii)the Transmission Losses Daily Payment; and

(b) which provides for an adjustment in relation to out of merit
costs, in the form agreed pursuant to Clause 51B.6 as the same may be
amended from time to time in accordance with the terms of that
Clause.

51B.3 The Transmission Services Scheme 2:

     (a)The Parties agree (and agree that they will procure that
the Executive Committee will so agree) that in the period from 00.00 
hours on 1st April, 1996 to 24.00 hours on 31st March, 1997 the
Transmission Services Scheme 2, the amendments and/or additions to the 
Pool Rules to implement the Transmission Services Scheme 2 and the
provisions of this Clause, shall apply. This Clause 51B.3(a) may not 
be amended without the prior written consent of all Parties.

     (b)As indicated in Clause 51B.3(a), the provisions of Clause
SIB, the Transmission Services Scheme 2 and any addition to or amendment
of any other provisions of this Agreement or the Pool Rules effected
pursuant to this Clause 51B shall terminate at 24.00 hours on
31st March, 1997, except for any provision, addition or amendment
which is required to continue beyond that date to give effect to
the operation of the Transmission Services Scheme 2 in respect of
any period before that date.

51B.4The Parties agree:

    (a)to be bound by the terms, conditions and other provisions
of the Transmission Services Scheme 2;

    (b)that the Grid Operator (acting through its agent the
Ancillary Services Provider) and each Consumer shall make such 
payments as are required and determined by the provisions of the 
amendments and/or additions to the Pool Rules to implement the 
Transmission Services Scheme 2;

    (c)that for the period during which this Clause 51.B applies,
the following changes shall be made to the provisions of this Agreement:

    (i)in paragraphs 1, 5.4, 5.14,17.5 and 17.6 of Schedule 11
references to the Ancillary Services Provider shall be deemed to
be references to itself and as agent for the Grid Operator in
relation to the Transmission Services Scheme 2;

    (ii)in paragraph 2.1 of Schedule 11 the words "and the
Transmission Services Scheme 2" shall be inserted after the
words "Ancillary Services";

(iii)in paragraph 5.14 of Schedule 11 the words "or in respect of
the Transmission Services Scheme 2" shall be inserted after the
first reference to "Ancillary Servicesn and the words "or in
respect of the Transmission Services Scheme 2 for the relevant
payment day" shall be inserted after the words "that same day"
and in paragraph 5.15 of Schedule 11 the words for the Ancillary
Services Provider" shall be inserted after the words "Pool
Member" wherever they occur in that paragraph; and

(iv) in Part 4 of Schedule 11, references to information in
respect of Ancillary Services shall be deemed to include
information in respect of the Transmission Services Scheme 2, in
paragraph 17.5 the information required shall include the total
amount payable by the Ancillary Services Provider (exclusive of
United Kingdom Value Added Tax) pursuant to the Transmission
Services Scheme 2 in respect of each Settlement Day, in paragraph
17.6 the Pool Funds Administrator shall include in its
verification the amount shown to be payable by the Ancillary
Services Provider pursuant to the Transmission Services Scheme 2
in respect of each Settlement Day and in paragraph 22.4 the Confirmation 
Notices shall include the total amount payable by the Ancillary Services 
Provider pursuant to the Transmission Services Scheme 2 in respect of 
each Settlement Day.

51B.5The Suppliers and the Grid Operator may request the Parties
and the Executive Committee promptly (and in any event before the
date the Transmission Services Scheme 2 is to take effect) to
execute and do all such acts, matters and things (including
effecting amendments to the Pool Rules) as may be necessary to
give effect to the Transmission Services Scheme 2. The Parties
shall not refuse (and agree that they will procure that the
Executive Committee shall not refuse) any such request on the
grounds of any objections to any provisions of any of the Annexes
of Appendix 3 to the Pool Rules as agreed from time to time
between the Suppliers and the Grid Operator.

51B.6 Effectiveness:

Neither this Clause 51B (other than Clauses 51B.2, 51B.5 and this
Clause 51B.6), nor the Transmission Services Scheme 2, nor any
amendment, variation or replacement of either of them, nor any
amendment, variation or replacement to the Pool Rules relating to
the Transmission Services Scheme 2, may become effective except
with the prior agreement of the Suppliers (which agreement shall
be given by the passing of a resolution in a separate class
meeting) and the prior written agreement of the Grid Operator.

51B.7 Survival:

     (a)Termination or expiry of the provisions of this Clause 51B, the
Transmission Services Scheme 2 and/or any addition to or amendment
of any other provision of this Agreement effected pursuant to this Clause
shall not prejudice any Consumer's or the Grid Operator's accrued rights
and liabilities under the Transmission Services Scheme 2 at the date of
such termination or expiry, which accrued rights shall, for the avoidance
of doubt, include the ability to adjust sums calculated under the 
Transmission Services Scheme 2 in respect of disputes arising after such
termination or expiry in respect of periods falling before such
termination or expiry; and

     (b)the provisions of this sub-Clause 51B.7 and Clause 51B.3(b) shall
survive the termination of the Transmission Services Scheme 2.

51B.8 Definitions:

In, and in relation to, this Clause 51B "Consumers shall bear the
meaning given to that term in the Pool Rules.

                            PART XII

SETTLEMENT RE-RUNS

    52.SETTLEMENT RE-RUNS

52.1 Re-runs: The Parties acknowledge and agree that there may be
occasions following any final run of Settlement (as referred to
in paragraph D(3) of the Preamble to Schedule 9) when it is
necessary in respect of a Settlement Day (or part thereof) to
re-determine the trades of electricity pursuant to this Agreement
and the provision of Ancillary Services (whether to take account
of oversight or error, malfunction of the Settlement System
operation in accordance with Grid Operator Despatch instructions
issued under emergency circumstances, award of an arbitrator(s)
pursuant to Clause 83, court order or otherwise howsoever). The
Executive Committee, in consultation with the Settlement System
Administrator, the Pool Funds Administrator and the Pool Auditor
and, where appropriate, the Ancillary Services Provider, shall
decide how such re-determination is to be effected, the
re-allocation of moneys and the period of time over which any
such re-allocation is to take place, any such decision to take
account and give effect, as nearly as practicable, to the
principles and procedures set out in this Agreement (and, where
relevant, the award of the said arbitrator(s) or court order). In
particular, but without prejudice to the generality of the
foregoing, the Executive Committee may require following any
relevant final run of Settlement (and, shall take due notice of
any request from the Ancillary Services Provider to this effect)
the Settlement System Administrator to re-run, and the Settlement
System Administrator shall re-run, Settlement in respect of any
Settlement Day (or relevant part thereof) using the software and
data originally used in respect of such Settlement Day (or
relevant part thereof) but subject to such changes, amendments or
additional inputs as may be required by the Executive Committee,
the Ancillary Services Provider, such arbitrator(s) or court or
(as the case may be) any other relevant Party. Any such re-run
shall hereafter in this Clause 52 be referred to as a "Re-run".

52.2 Timing: The Settlement System Administrator shall arrange
for any Re-run to be carried out as soon as is reasonably
practicable following request by the Executive Committee subject
to the availability of computer time, compatible software,
appropriate data and other resources.

52.3 Ancillary Services Provider: The Ancillary Services Provider
shall have the right to incorporate any delayed or disputed
amount in respect of the provision of Ancillary Services into
Settlement without requiring a Re-run.

52.4 Notification: The Executive Committee shall promptly notify
each Party, the Pool Auditor and the Director of each occasion on
which it requires the Settlement System Administrator to carry
out any Re-run, the reasons for such requirement, the timing
thereof and the period to be covered thereby and shall provide
each Party with such information about any Re-run as is relevant
to such Party and shall provide the Pool Auditor and the Director
with full details of any Re-run.

52.5 Proviso: The foregoing provisions of this Clause 52 are
subject to the proviso that no Re-run shall be carried out, and
neither the Executive Committee nor any Party shall be entitled
to require that a Re-run be carried out, in respect of a
Settlement Day or any part thereof after the first anniversary of
such Settlement Day, but so that this proviso shall not restrict
the right of any Party to claim or recover any moneys properly
due and owing to it under this Agreement.

                            PART XIII

RISK MANAGEMENT SCHEME

    53.APPLICATION
             -

    53.1Rcquest: The Executive Committee shall send any Pool
Member a Scheme Admission Application within 28 days after receipt of 
a request for the same from that Pool Member.

    53.2Scheme Admission Application: Any Pool Member may apply
to the Executive Committee to have any Centrally Despatched Generating Unit
admitted to the Scheme by completing and submitting to the Executive 
Committee a duly completed Scheme Admission Application not less than 
40 days before the proposed date of admission to the Scheme of that 
Centrally Despatched Generating Unit.

    53.3Admission: The Executive Committee shall admit any
Centrally Despatched Generating Unit to the Scheme in respect of which 
all Scheme Admission Conditions are met.

    53.4Notification (1): If the Executive Committee determines
that, in respect of any Centrally Despatched Generating Unit, the Scheme 
Admission Conditions have been met it shall forthwith and in any event 
within 40 days after receipt of the Scheme Admission Application notify 
the relevant Pool Member and the Settlement System Administrator accordingly.

    53.5Notification (2): If the Executive Committee determines
that, in respect of any Centrally Despatched Generating Unit, the Scheme 
Admission Conditions have not been met it shall forthwith and in any event 
within 40 days after receipt of the Scheme Admission Application notify the 
relevant Pool Member of the reasons why the Scheme Admission Conditions have 
not been met.

 53.6deference to the Director: In the event of any dispute between the 
Executive Committee and the relevant Pool Member over whether such Pool
Member has fulfilled the Scheme Admission Conditions the same may be
referred by the Executive Committee or the relevant Pool Member to the 
Director for determination, whose determination shall be final and binding 
for all purposes.

    54.SCHEME ADMISSION CONDITIONS

The Scheme Admission Conditions are that:

     54.1No person has an Accountable Interest in the Centrally
Despatched Generating Unit which is the subject of the Scheme Admission
Application which, when added to the Accountable Interests of
that person in other Generating Units (whether situate within England
and Wales or elsewhere), exceeds in aggregate 1500MW;

54.2 The Pool Member does not have an Accountable Interest (excluding
any Accountable Interest of less than 10MW) in more than four
Generating Units (whether situate within England and Wales or
elsewhere). For the avoidance of doubt a combined cycle module shall
be deemed for these purposes a single Generating Unit;

54.3 The Centrally Despatched Generating Unit which is the subject of the
Scheme Admission Application has not at the date of the Scheme
Admission Application been Commissioned;

54.4 The Centrally Despatched Generating Unit shall be admitted for seven
calendar years from the date of its admission to the Scheme specified
in the Scheme Admission Application; and

     54.5The Pool Member shall specify in the Scheme Admission Application
the proposed Scheme Planned Availability for each Settlement Period
in the proposed first Scheme Year for the Centrally Despatched Generating 
Unit.

    55.RIGHTS AND OBLIGATIONS OF POOL MEMBERS

55.1 Notification of unavailability: In respect of each Scheme
Year for each Scheme Genset (other than the first) the Pool
Member shall not later than 28 days before the start of that
Scheme Year for each Scheme Genset notify the Executive Committee
of all Settlement Periods in that Scheme Year during which the
Scheme Genset is intended to be unavailable.

55.2 Scheme Planned Availability: All Settlement Periods in that
Scheme Year other than those notified under Clause 55.1 shall
together constitute the Scheme Planned Availability in respect of
that Scheme Genset for that Scheme Year.

55.3 Failure to notify: If the Pool Member fails to notify the
Executive Committee in accordance with Clause 55.1 of the Scheme
Planned Availability in respect of that Scheme Genset for the
following Scheme Year, the Scheme Planned Availability shall be
deemed to be the same as the Scheme Planned Availability for the
current Scheme Year.

55.4 No amendment: The Scheme Planned Availability for any Scheme
Year notified in accordance with Clause 55.1 or deemed in
accordance with Clause 55.3 may not be amended.

55.5 Payment rights: The Pool Member shall make or be entitled to
receive payments in respect of each Scheme Genset as determined
in accordance with Section 27 of Schedule 9 notwithstanding the
expiry of the period referred to in Clause 50.4.

55.6 No withdrawal: The Pool Member may not withdraw any Scheme
Genset from the Scheme during any period referred to in Clause
50.4 applicable to that Scheme Genset.

55.7 Actual planned availability: In respect of each Scheme
Genset, the Pool Member shall use all reasonable endeavours to
ensure that the Scheme Planned Availability for each Scheme Year
is the actual planned availability of such Scheme Genset.

     56.REVIEW

56.1 Review: Within two months after the end of the third Scheme
Year in respect of which the first Scheme Genset has been
admitted to the Scheme and each subsequent anniversary of that
date the Executive Committee shall (with the consent of the
Director) appoint an independent firm of accountants of
internationally recognized standing to review the Scheme to
establish whether or not any element of the Scheme (or the Scheme
taken as a whole) gives rise to a systematic imbalance which is
likely to prevent the payments to the Scheme balancing payments
from the Scheme and to submit to the Executive Committee and the
Director a report setting out details of any such imbalance and
his findings and recommendations for amending the Scheme designed
to correct any such imbalance.

56.2 Amendments: The Executive Committee may make such amendments
to the provisions of Section 27 of Schedule 9 as are required to
implement the recommendations referred to in Clause 56.1. Any
such amendments shall apply in respect of any Scheme Admission
Application received after the date such amendments become
effective and shall constitute a new Scheme.

56.3 Existing rights and obligations continue: Any Pool Member
shall remain entitled to the benefits and subject to the
obligations of the Scheme with respect to any Scheme Genset in
effect at the time of admission of that Scheme Genset to the
Scheme.

                            PART XIV

                         FUEL SECUR1.IY

    57.DEFINITIONS

Definitions: In this Part XIV:

"Fuel Security Interest" in relation to a particular Payment
Instruction, means the interest (if any) accruing on the Fuel
Security Payment or Fuel Security Reimbursement specified in that
Payment Instruction pursuant to sub-clause 2.08 of Part 5 of the
Fuel Security Code;

"Fuel Security Ledger" means any ledger required to be maintained
by the Pool Funds Administrator in accordance with Clause 59;

"Fuel Security Payment" means the amount specified in a Payment
Instruction which a Generator is entitled to recover from those
persons specified in that Payment Instruction (excluding Fuel
Security Interest, if any, in relation thereto);

"Fuel Security Reimbursement" means the amount specified in a
Payment Instruction which a Generator is liable to reimburse to
those persons specified in that Payment Instruction (excluding
Fuel Security Interest, if any, in relation thereto); and

"Payment Instruction" means an instruction which has been duly
authorised and delivered by a Generator to whom the Fuel Security
Code applies to the Pool Funds Administrator in the form, and in
the manner, specified in the Fuel Security Code.

    58.PAYMENT INSTRUCTIONS

58.1 Effect of a Payment Instruction: Following delivery of a
Payment Instruction to the Pool Funds Administrator:

58.1.1any Fuel Security Payment specified in that Payment
Instruction (together with any Fuel Security Interest in relation
thereto) shall be treated as an amount which is due to that
Generator from those persons specified in that Payment
Instruction and which is payable on the basis provided in that
Payment Instruction; and

58.1.2any Fuel Security Reimbursement specified in that Payment
Instruction(together with any Fuel Security Interest in relation
thereto) shall be treated as an amount which is due from that
Generator to those persons specified in that Payment Instruction
and which is payable on the basis provided in that Payment
Instruction; and

58.1.3subject to Clauses 58.2 and 58.3, the Pool Funds Administrator shall
arrange for such Fuel Security Payment or such Fuel Security
Reimbursement (together with any Fuel Security Interest in relation
thereto) to be paid to or, as the case may be, paid by that Generator by
or, as the case may be, to those persons specified in that Payment
Instruction in accordance with the provisions of such Payment
Instruction; and

58.1.4such Payment Instruction (including any calculation,
determination or other matter stated or specified therein) shall,
save in the case of fraud, be conclusive and binding upon all
Parties.

58.2 Clarification: If the Pool Funds Administrator considers
either that the basis of payment of a Fuel Security Payment or a
Fuel Security Reimbursement provided for in a Payment Instruction
is unclear, contradictory or incomplete or that it is impossible
to implement in full the basis of payment provided for in a
Payment Instruction, then the Pool Funds Administrator must,
promptly on becoming aware of the same, notify the Director in
reasonable detail of the same and, until that matter is
clarified, the Pool Funds Administrator shall only be obliged to
implement the payment specified in that Payment Instruction to
the extent that without clarification such implementation is
possible.

58.3 Failure to specify or clarify: If a Payment Instruction
fails to specify the basis upon which the Fuel Security Payment
or a Fuel Security Reimbursement specified in that Payment
Instruction must be paid or if the Director fails to clarify any
maker notified to it in accordance with Clause 58.2 within ten
Business Days of such notification then the Pool Funds
Administrator shall arrange for the relevant payment to be made
on such basis as the Executive Committee shall, with the written
approval of the Director, determine to be appropriate.

    59.RECORD KEEPING AND PAYMENTS

59.1 Fuel Security Ledgers:

59.1.1Following delivery of a Payment Instruction to the Pool
Funds Administrator, the Pools Funds Administrator shall, if he
has not already done so, open and thereafter maintain a Fuel
Security Ledger in the name of that Generator and shall record
therein all amounts (together with any Fuel Security Interest in
relation thereto) due to and from that Generator that are
specified in Payment Instructions and shall also record therein
all transactions arranged by the Pool Funds Administrator for
payments to be made to and from that Generator in accordance with
the provisions of Payment Instructions.

59.1.2The Pool Funds Administrator shall from the time that a Fuel Security
Ledger is opened until it records a nil balance provide to each
Generator and to each Supplier on the last Business Day of each
calendar month a statement reflecting all entries recorded in the
Fuel Security Ledger of that Generator over the course of the
previous month.

59.1.3The Fuel Security Ledger of a Generator shall, except as
required by Clause 59.2.2 or Part IX, be kept confidential in
accordance with Part XX.

     59.1.4Each monthly statement provided under Clause 59.2.2
shall, save in the case of manifest error, be deemed prima facie 
evidence of the contents of that part of the Fuel Security Ledger 
to which it relates.

59.1.5Each Party shall promptly review each monthly statement
provided to it under Clause 59.2.2 and shall (without prejudice
to any of its rights under this Agreement) where practicable
within ten Business Days after receiving each such statement
notify the Pool Funds Administrator of any inaccuracies in such
statement of which it is aware.

59.1.6If the Pool Funds Administrator at any time receives from a
Generator or any Supplier a notice disputing the accuracy of the
Fuel Security Ledger of that Generator, the Pool Funds
Administrator shall consult with the Party giving the notice and
use all reasonable endeavours to rectify any inaccuracy. In the
event that any inaccuracy in a Fuel Security Ledger of a
Generator is rectified, the Pool Funds Administrator shall advise
that Generator and the Suppliers of the inaccuracy that was
rectified.

59.2 Fuel Security Payments: Following delivery to the Pool Funds
Administrator of a Payment Instruction specifying a Fuel Security
Payment, the Pool Funds Administrator shall enter in the Fuel
Security Ledger of that Generator as a credit (a) the amount of
the Fuel Security Payment, and (b) thereafter, any Fuel Security
Interest in relation thereto.

59.3 Fuel Security Reimbursements: Following delivery to the Pool
Funds Administrator of a Payment Instruction specifying a Fuel
Security Reimbursement, the Pool Funds Administrator shall enter
in the Fuel Security Ledger of that Generator as a debit (a) the
amount of the Fuel Security Reimbursement, and (b) thereafter,
any Fuel Security Interest in relation thereto.

59.4 Other Entries: Any amount paid to or, as the case may be,
paid by a Generator in accordance with the provisions of a
Payment Instruction shall be entered as a debit or, as the case
may be, a credit in the Fuel Security Ledger of that Generator.

59.5 Set off The Pool Funds Administrator shall, unless it
reasonably believes that it would be unlawful to do so, from time
to time where possible set off any amounts shown as credits in the 
Fuel Security Ledger of a Generator against any amounts shown as 
debits in the Fuel Security Ledger of that Generator in the order in 
which they were entered. Any balance shown in the Fuel Security Ledger 
of a Generator shall, if it is a credit, be paid to or, if it is a
debit, be paid by that Generator to the extent that it relates to
a Payment Instruction on the basis provided for in that Payment
Instruction. The entitlements and liabilities of a Generator (and
the corresponding liabilities and entitlements of the respective
debtors and creditors of that Generator) shall, to the extent
that they have been set off as aforesaid, be deemed satisfied and
extinguished.

59.6 Schedule 11: All payments made to or by any Generator in
accordance with the provisions of a Payment Instruction shall,
subject to any contrary instruction contained in the provisions
of a Payment Instruction, be effected by the Pool Funds
Administrator through the Banking System and the Billing System
established in accordance with Schedule 11.

                             PART XV

                            METERING

    60.METERING

60.1 Introduction: The rights and obligations of each Party to
this Agreement which enable the accurate measurement of Energy
traded for the purposes of this Agreement by appropriate metering
installations are as set out in this Part XV and also in Schedule
21, and the provisions of Schedule 21 shall have effect and apply
in the same manner as the remaining provisions of this Agreement
apply with respect to each such Party.

60.2 General:

60.2.1For the purposes of this Agreement the quantities of Active
Energy and Reactive Energy Exported or Imported by Parties shall
be measured and recorded through Metering Equipment installed,
operated and maintained and otherwise provided for as set out in
this Part XV and in Schedule 21. Each Generating Unit (excluding
for this purpose Generation Trading Blocks) which is subject to
Central Despatch shall have separate Metering Equipment.

60.2.2Each Party is required to register or procure that there is
registered with the Settlement System Administrator the Metering
System at each Site where such Party Exports or Imports
electricity except where such electricity is not sold or
purchased in accordance with the Pool Rules.

60.3 Reg~strant:s:

60.3.1A Metering System shall have a Registrant and Operator (and
shall be commissioned in accordance with the relevant Code of
Practice) before the Settlement System Administrator is required
to take such Metering System and the data derived therefrom into
account for the purposes of Settlement.

60.3.2Each Metering System (and the identities of its respective
Registrant and Operator) which the Settlement System
Administrator shall take into account for the purposes of
Settlement shall be as set out, for the time being and from time
to time, in the Register.

60.3.3A Registrant's role in relation to a Metering System under
this Agreement shall continue until:

(I)  such Registrant ceases to be a Party or another Party
complying with the definition of Registrant accepts such role as
Registrant in accordance with the provisions of this Agreement by
service of a duly completed notice in the form prescribed by the
relevant Agreed Procedure (but without prejudice to any accrued
liabilities of the previous Registrant); or

(ii) the Plant or Apparatus of the Registrant, in respect of such
Metering System, ceases to be connected at the relevant Site (as
indicated in the notification to the Settlement System
Administrator in the form prescribed by the relevant Agreed
Procedure); or

(iii)in the case of a Registrant of a Metering System which is at
the point of connection between a Public Electricity Supplier's
Distribution System and a Second Tier Customer, the Registrant
ceases to act as Second Tier Supplier in relation to the same at
such point of connection; or

(iv) in the case of a Registrant of a Metering System which is at
the point of connection between a Public Electricity Supplier's
Distribution System and a Non-Pooled Generator, the Registrant
ceases to act as Second Tier Supplier purchasing generation from
such Non-Pooled Generator in relation to the same at such point
of connection.

60.3.4The Settlement System Administrator shall inform the
relevant Host PES of:

(I)  the identity of any new Registrant; and

(ii) any change in the identity of any existing Registrant,

of a Metering System in respect of which that Public Electricity
Supplier is Host PES, after such change is notified to the
Settlement System Administrator in accordance with the terms of
this Agreement.

60.3.5There must always be one and, at any point in time, no more
than one Registrant for each Metering System which is registered
with the Settlement System Administrator.

60.3.6Any notice of a new, or of a change in an existing,
Registrant, Equipment Owner Operator, Second Tier Customer,
Non-Pooled Generator or Host PES or any Form of Acknowledgement
required under this Part XV or Schedule 21 shall be in such form
and given to such person at such time(s) and accompanied by
payment of such fees (if any) as is prescribed by the relevant
Agreed Procedures.

60.3.7If a Metering System ceases to have a Registrant who is not
replaced as Registrant in relation to the relevant Metering
Equipment, the Settlement System Administrator shall not be
obliged to take the relevant Metering System into account for the
purposes of Settlement.

60.3.8A Registrant may not resign or retire as Registrant except 
in accordance with Clause 60.3.3.

60.3.9The Registrant in respect of any Metering System shall
provide to the Settlement System Administrator such information
as may be required by the relevant Agreed Procedures.

60.3.10The Settlement System Administrator shall not enter on the
Register a Registrant in respect of which evidence of consent of
the Equipment Owner has not been provided in accordance with the
relevant Agreed Procedure.

60.3.11Where a Metering System at the point of connection of two
or more Distribution Systems is to be registered with the
Settlement System Administrator, all interested Parties shall
agree upon and nominate the Registrant by means of a duly
completed nomination to the Settlement System Administrator in
the form prescribed by the relevant Agreed Procedure.

60.3.12A Metering System for recording the output of a Non-Pooled
Generator must be capable of being identified separately for the
purposes of Settlement from any Metering System recording demand.
For the avoidance of doubt, it is acknowledged that one set of
Metering Equipment may comprise more than one
separately-identified Metering System.

60.4 Operators:

60.4.1There must always be one and, at any point in time, no more
than one Operator for each Metering System which is registered
with the Settlement System Administrator. A replacement Operator
of such Metering System may be appointed from time to time in
accordance with the provisions of this Part XV, Schedule 21 and
the relevant Agreed Procedure.

60.4.2All Metering Systems at the site of a Non-Pooled Generator,
which contain all or any part of the same Metering Equipment must
have the same Operator.

60.4.3Any notice of a new Operator or of a change in Operator
(including upon resignation, removal or cessation in accordance
with the provisions of Schedule 21) or any Form of
Acknowledgement required under this Part XV or Schedule 21 shall
be in such form and given to such person at such time(s) and
accompanied by payment of such fees (if any) as is prescribed by
the relevant Agreed Procedures. Where any Meter Operator Party
has not acknowledged its appointment as Operator the Settlement
System Administrator shall notify the Registrant in accordance
with the relevant Agreed Procedure.

60.4.4The Registrant in respect of a Metering System shall ensure
that there is appointed from time to time an Operator, which is a
Meter Operator Party, in accordance with, and for the purposes
of, Schedule 21 as Operator in respect of that Metering System.

60.4.5If a person which is an Operator in respect of any Metering
System ceases to be an Operator in respect thereof for whatever
reason (including upon removal or resignation) or ceases to be a
Meter Operator Party "including upon removal or resignation) and
there has not been appointed, at that time, a replacement
Operator in respect of the relevant Metering System(s) in
accordance with the provisions of this Part XV and Schedule 21,
such person's responsibilities as Operator of such Metering
Equipment shall upon such cessation be assumed by the Registrant
in respect of such Metering Equipment who shall be deemed to be
the Operator therefor (notwithstanding that it shall not be
registered as such by the Settlement System Administrator) in
accordance with the provisions of this Clause (the "deemed
Operator").

60.4.6If a person which is an Operator in respect of any Metering
System at the site of a Non-Pooled Generator ceases to be an
Operator in respect thereof for whatever reason (including upon
removal or resignation) or ceases to be a Meter Operator Party
(including upon removal or resignation) and there has not been
appointed, at that time, a replacement Operator in respect of the
relevant Metering System(s) in accordance with the provisions of
this Part XV and Schedule 21, such person's responsibilities as
Operator of the relevant Metering Equipment shall upon such
cessation be assumed by the Registrant of the Metering System
registered for supply with respect to such Metering Equipment.
Such Registrant shall be deemed to be the Operator therefor
(notwithstanding that it shall not be registered as such by the
Settlement System Administrator) in accordance with the
provisions of this Clause (the "Deemed Operator").

60.4.7As soon as any Registrant has reasonable grounds to believe
that an Operator of any Metering System in respect of which it is
the Registrant has ceased to act as Operator therefor in
accordance with substantially all of its responsibilities as set
out in Schedule 21 it shall remove such Operator in respect of
such Metering System in accordance with paragraph 6.1 of Schedule
21.

60.4.8If the Settlement System Administrator has reasonable
grounds to believe that an Operator of any Metering System has
ceased to act as Operator therefor in accordance with
substantially all of its responsibilities as set out in Schedule
21 the Settlement System Administrator shall notify the
Registrant in accordance with the relevant Agreed Procedure.

60.4.9Any Registrant which is deemed to be the Operator of a
Metering System pursuant to the provisions of Clause 60.4.5
shall, subject to Clauses 60.4.10 and 60.4.11, continue to act as
the Operator in respect of any Metering System to which that
Clause applies, or shall appoint an agent or contractor which
shall continue to act as the Operator in respect of such Metering
System, for a period of 10 Business Days (which shall commence at
the time of the cessation referred to in Clause 60.4.4) or, if a
new Operator is registered in respect of that Metering System
prior to the expiryof that period, for a period ending on the
date of such registration.

60.4.10If a Registrant to which Clause 60.4.9 applies does not
act as Operator in accordance with the provisions thereof or does
not appoint an agent or contractor who shall act as Operator, or
if the 10 Business Day period referred to in Clause 60.4.9 shall
expire without a replacement Operator being registered with the
Settlement System Administrator in respect of that Metering
System in accordance with paragraph 4 of Schedule 21, that
Registrant shall:

(I)  undertake to cease forthwith to supply or to generate or to
take a supply of electricity for the purposes of the sale or
acquisition of electricity pursuant to this Agreement at the site
where such supply or generation is measured, recorded and
communicated to the Settlement System Administrator by that
Metering System; and

(ii) notify the Settlement System Administrator in accordance
with the relevant Agreed Procedure of that fact.

60.4.11 During the period in which a Registrant is the deemed
Operator in accordance with this Clause it shall be required
(save only as expressly provided to the contrary in this
Agreement) to comply with the requirements of this Part XV and
Schedule 21 as Operator provided that, but without prejudice to
any liability to pa, for Active or Reactive Energy traded by it,
such Registrant as deemed Operator:

(I)  shall not be required to be registered as Operator with the
Settlement System Administrator nor to comply with the prescribed
conditions for registration as Operator from time to time in
accordance with the provisions of Schedule 21; and

(ii) shall not at any time when it is the deemed Operator be
required to incur significant capital expenditure in the
fulfillment of obligations contained in this Part XV or Schedule
21 where:

(a)  the Metering Equipment shall have become defective,
inaccurate or in want of repair (the "defective Metering Equipment") 
as a direct consequence of the act or omission of any previous Operator;

(b)  the Registrant shall upon becoming aware of the same have
taken all steps to cease forthwith to supply or to generate
electricity for the purposes of the sale or acquisition of
electricity pursuant to this Agreement at or in relation to the
site where such supply or generation is measured, recorded and
communicated to the Settlement System Administrator by the
defective Metering Equipment; and

(c)  the Registrant shall have notified the Settlement System
Administrator in accordance with the relevant Agreed Procedure of
the fact that the supply or generation has ceased.

Where (x) the Settlement System Administrator proposes to
exercise its right under paragraph 18 of Schedule 21 to replace,
renew or repair the defective Metering Equipment (the "remedial
work") (y) the exercise of such right would result in the
incurring of significant capital expenditure; and (z) the
Register indicates that such Registrant is acting as deemed
Operator, the Settlement System Administrator shall notify the
Registrant before undertaking such remedial work and shall give
such Registrant the opportunity to comply with (ii) (b) and (c)
above before commencing such remedial work.

60.5 Maintenance of Register and documents:

60.5.1 The Settlement System Administrator shall keep a register
recording:

(i)  each Metering System which is accepted for the purposes of
the Settlement System;

(ii) the respective identities in respect of each such Metering
System of:

(a) the Registrant;

(b) the Operator;

(c) the Equipment Owner;

(d) the Host PES (where applicable);

(e)  any Second Tier Customer or Non-Pooled Generator in respect
of a supply to which that Metering System is being used; and

(f)  any agent which may be appointed from time to time by the
Settlement System Administrator for the purpose of data
collection or, where appropriate, of any Second Tier Agent in
respect of such Metering System or, where the Settlement System
Administrator does not appoint or have currently appointed such
agent or Second Tier Agent in respect of a Metering System, a
note to this effect;

(iii) loss adjustment details whether by meter biasing or by
software;

(iv) whether the Metering Equipment comprising a Metering System
is the subject of a dispensation agreed in accordance with
paragraph 14 of Schedule 21; and

(v)  the relevant Code(s) of Practice in respect of such Metering
System.

60.5.2For the purposes of this Agreement, the Settlement System
Administrator shall refer only to the Register to identify the
Registrant, Operator, Equipment Owner, Host PES, Second Tier
Customer, Non-Pooled Generator agent or Second Tier Agent
referred to in Clause 60.5.1 relating to each Metering System and
shall not be obliged to acknowledge or be bound by any other
agreement or arrangement entered into by any Registrant,
Operator, Equipment Owner, Host PES, Second Tier Customer or
Non-Pooled Generator.

60.5.3 The Settlement System Administrator shall keep the
Register up to date, noting changes to Registrants, Operators,
Equipment Owners, Host PESs, Second Tier Customers, Non-Pooled
Generators' Metering Equipment, dispensations and any Site
disconnections as notified to it pursuant to this Agreement and
any changes to any agent or Second Tier Agent. The Settlement
System Administrator shall also record in the Register any other
information regarding each Metering System as may be reasonably
required by the Executive Committee.

60.6 Communication links and central collector stations:

60.6.1 The Settlement System Administrator shall collect (or
procure the collection of) and estimate data relating to
quantities of Active and Reactive Power Imported or Exported by
any Party as may be required for the proper functioning of
Settlement in accordance with the provisions of this Clause 60.6.

60.6.2 The Settlement System Administrator shall collect or
procure the collection of all such data referred to in Clause
60.6.1 as is available from Outstations either by means of remote
interrogation or by means of manual on-site interrogation.

60.6.3    (a) For the purposes of remote interrogation the
Settlement System Administrator shall enter into, manage and
monitor contracts or other arrangements to provide for the
maintenance of all communication links by which information is
passed from Outstations to the Settlement System Administrator or
its agent other than exchange links which form part of
Communications Equipment.

     (b) In the event of any fault or failure of any
communication link or any error or omission in such data or all
necessary data not being available from Outstations the
Settlement System Administrator shall collect or procure the
collection of such data by manual on-site interrogation in
accordance with the relevant Agreed Procedures.

60.6.4 The Settlement System Administrator shall be responsible
for the installation and maintenance of central collector
stations.

60.6.5 The Settlement System Administrator shall collect or
procure the collection of data for the purposes of the Settlement
System from Embedded Generators, Second Tier Suppliers, Second
Tier Customers, Non-Pooled Generators and inter-Distribution
System connections in accordance with the relevant Agreed
Procedures.

60.6.6 The obligation to maintain communications links in respect
of Metering Equipment shall not apply where and with effect from
the date on which a person receiving a supply of or generating
electricity recorded by such Metering Equipment ceases to be a
Second Tier Customer, a Non-Pooled Generator, a Generator or a
PES.

60.7 Class rights:

60.7.1 The levels of accuracy for Metering Equipment at points of
connection of Second Tier Customers taking up to (and including)
100kW of demand and at new points of connection between two or
more Distribution Systems were not set as at 1st April, 1993 and
shall be as specified by the Executive Committee subject to the
consent of any relevant class of Pool Members.

60.7.2 The levels of accuracy for Metering Equipment at points of
connection of Non-Pooled Generators shall be as specified by the
Executive Committee subject to the consent of any relevant class
of Pool Members."

60.7.3 Any change to the standards of accuracy of Metering
Equipment required for Second Tier Customers up to (and
including) 100kW before 31st March, 1998 shall be a change to the
class rights of Suppliers.

60.7.4 Any change to the standards of accuracy of Metering
Equipment required for Non-Pooled Generators shall be a change to
the class rights of Suppliers.

60.8 Sealing: Metering Equipment shall be as secure as is
practicable in all the circumstances and her this purpose:

(a)  all Metering Equipment shall comply with the relevant Agreed
Procedure; and

(b)  the Executive Committee and the Settlement System
Administrator shall regularly review Agreed Procedures for
security arrangements in relation to Metering Equipment.

60.9 Discrepancies between meter advance and half hourly value
totals: The Parties acknowledge that, in transmitting metered
data, impulses representing quantities of electricity may be lost
between the relevant Meter and the Outstations giving rise to
inaccuracies in half hourly values notwithstanding that the
Metering Equipment is complying with the standards required by
this Agreement. In such circumstances any differences between
electricity flows recorded on Meters and the total of the half
hourly values recorded in the Settlement System will be noted at
the time that the Meter is inspected and read by the Settlement
System Administrator pursuant to paragraph 10 of Schedule 21 and
will be dealt with as provided in the relevant Agreed Procedure.
In any other circumstances where the Metering Equipment is not
complying with the standards required by this Agreement such
difference will be dealt with in accordance with paragraph 11 of
Schedule 21.

60.10 Meter Failure:

60.10.1 If at any time any Metering Equipment ceases to function
or is found to be outside the prescribed limits of accuracy
referred to in paragraph 7.3.1 of Schedule 21 for whatever reason
then, except in the circumstances referred to in Clause 60.10.2:

(a)  in the case of Metering Equipment ceasing to function,
during the period from the date of such cessation; or

(b)  in any other case, during the period from the time when such
inaccuracy first occurred or, if such time is unknown, from the
midnight preceding the day during which the disputed reading
occurred,

until, in either such case, the date of adjustment, replacement,
repair or renewal of such Metering Equipment under paragraph 8.4
of Schedule 21, the meter readings shall be deemed to be those
calculated pursuant to the relevant Agreed Procedure.

60.10.2 If at any time a voltage transformer fuse on a circuit
supplying a Meter fails with the result that the Metering
Equipment is outside the prescribed limits of accuracy referred
to in paragraph 7.3.1 of Schedule 21, the meter readings from the
time the failure is deemed to have occurred until the voltage
transformer circuit is again restored to the Meter shall be
deemed to be those calculated pursuant to the relevant Agreed
Procedure. A failure shall be deemed to have occurred at the
point in time provided for in the relevant Agreed Procedure.

60.11 Disputes:

60.11.1Any dispute regarding the accuracy of data recorded or
transmitted by Metering Equipment in respect of any Settlement
Day which is to be used for the purposes of Settlement and where
the purpose of the resolution of such dispute is solely to affect
payments arising from a Settlement Run shall, if there is a
relevant Agreed Procedure, be dealt with in accordance with such
Agreed Procedure. If, having exhausted such Agreed Procedure any
Party is not satisfied with the outcome, such Party may refer the
matter to the Executive Committee. If there shall be no relevant
Agreed Procedure, such dispute shall be referred to the Executive
Committee. If, in either case, any Party is not satisfied with
the decision of the Executive Committee, the matter may be
referred by such Party to arbitration in accordance with Clause
83.

60.11.2Any  dispute regarding Metering Equipment  (other  than  a
dispute referred to in Clause 60.11.1) shall be referred  to  the
Executive  Committee.  If any Party is  not  satisfied  with  the
decision  of the Executive Committee, the matter may be  referred
by such Party to arbitration in accordance with Clause 83.

60.11.3It is hereby expressly acknowledged and agreed by the
Parties that the resolution of any dispute referred to in Clause
60.11.1 or 60.11.2 shall in all cases be without prejudice to the
bringing or pursuing of any claim, by or against, or the
resolving of any issue between any one or more of such Parties or
any other Party arising out of the same facts or circumstances,
or facts or circumstances incidental to the facts and
circumstances giving rise to such dispute, or upon the basis of
which such dispute has been resolved, in favour of, or against, a
Meter Operator Party or Meter Operator Parties.

60.11.4Upon the request of any Party which is a party to a
dispute referred to in Clause 60.11.1 or 60.11.2 any relevant
data derived from Metering Equipment may be submitted by the
Settlement System Administrator to the body then having
jurisdiction in respect of the relevant dispute for the purposes
of resolving such dispute.

60.12 Information:

60.12.1If a Pool Member or Party intends to make or provide or
make a significant alteration to a connection to the NGC
Transmission System or to a Distribution System which connection
is of 100MW or more in capacity and which may require a new
Metering System to be registered into the Settlement System or a
significant change to a Metering System to be registered into the
Settlement System, the Pool Member or Party shall inform the
Settlement System Administrator as soon as possible and, in any
event, not later than three months prior to the date on which the
Pool Member or Party expects to make or provide the connection or
change. Such information will be regarded as confidential to the
Pool Member or Party providing it, and will be used by the
Settlement System Administrator only for the purpose of preparing
the Settlement System to take account of the Metering System when
it is registered.

60.12.2Any information regarding or data acquired by the
Settlement System Administrator or its agent from Metering
Equipment at any Site which is a point of connection to a
Distribution System shall, and may, be passed by the Settlement
System Administrator or its agent to the operator of the relevant
Distribution System. The said operator of the relevant
Distribution System may only use the same for the purposes of the
operation of the Distribution System and the calculation of
charges for use of and connection to the Distribution System.

60.13 Ownership of Metering Data, access, use and use of
Communications Equipment:

60.13.1The Registrant of any Metering System shall own the data
acquired therefrom provided that (and each Registrant hereby
expressly agrees and acknowledges that) a Second Tier Customer or
Non-Pooled Generator of that Registrant in respect of which such
data is generated shall be entitled at all times without charge
by the Registrant to access, obtain and use such data and
provided further that:

(i)  such access, obtaining or use, or the method of such access,
obtaining or use, does not interfere with the operation of
Settlement;

(ii) nothing in this Clause 60.13.1 shall require the Registrant
actively to provide such data to such Second Tier Customer or
such Non-Pooled Generator or so to provide such data free of
charge; and

(iii) such access shall not be by using any communications link
used by the Settlement System Administrator for the purposes of
Clause 60.6 without the prior written consent of the Settlement
System Administrator.

60.13.2 The Settlement System Administrator and, for the purposes
of the performance by the Pool Auditor of its functions under
Part IX, the Pool Auditor are hereby authorised to use all data
which is owned by the Registrant pursuant to Clause 60.13.1 as
may be permitted pursuant to this Agreement, and the Settlement
System Administrator or, as the case may be, the Pool Auditor may
only release such data to others to the extent set out in this
Agreement. It is hereby expressly agreed that the Settlement
System Administrator is permitted to and shall against request
and payment of a reasonable charge therefor release to a Second
Tier Customer or Non-Pooled Generator such data relating to it as
is referred to in Clause 60.13.1.

60.13.3Communications Equipment need not be dedicated exclusively
to the provision of data to the Settlement System Administrator
for the purposes of Settlement provided that any other use shall
not interfere at any time with the operation of Settlement and
subject also to the relevant provisions (if any) in the Tariff.

60.14 Ancillary Services: Until the RP Date, the Ancillary
Services Provider shall be entitled at its own cost and expense
(which shall not be charged or recharged to Pool Members) to
prepare and submit to the Suppliers in separate class meeting a
works programme relating to the method of recovery from Pool
Members for the supply of Reactive Energy by reference to the
actual amount of Reactive Energy consumed by Pool Members as
measured by MVAr Metering Equipment at each relevant Site, and,
if approved by the Suppliers in separate class meeting, such
works programme shall be deemed to be an approved Works Programme
for all purposes of this Agreement and the provisions of Clauses
5.13 and 5.14 shall apply mutatis mutandis.

60.15 Appointment of Agents by Settlement System Administrator:
Notwithstanding the provisions of paragraph 7.2.2 of Schedule 4
the Settlement System Administrator may appoint one or more
agents to perform any or all of its obligations under this Part
XV and Schedule 21.

60.16 Appointment of Second Tier Agents by Settlement System
Administrator with effect from 31st March, 1994:

60.16.1If, for the purposes of Clause 60.15, the Settlement
System Administrator appoints one or more agents for the purpose
of carrying out the obligations of the Settlement System
Administrator under or in connection with this Part XV or
Schedule 21 in relation to Metering Systems at or referable to
points of connection relating to Second Tier Customers or
Non-Pooled Generators as the Settlement System Administrator may
direct, then the provisions of Clauses 60.16.1 to 60.16.5 and
Clause 60.1? shall, inter alia, apply to such arrangements.

60.16.2The Settlement System Administrator shall, prior to
appointing any Second Tier Agent pursuant to Clause 60.16.1,
consult with the Executive Committee as to the appropriateness of
the appointment of such Second Tier Agent and the terms upon
which, if appropriate, such agent is to be appointed and shall
have due regard to the wishes expressed pursuant to this Clause
60.16.2 by the Executive.

60.16.3The Settlement System Administrator shall use reasonable
endeavours to procure that each Second Tier Agent shall promptly
and properly input data and other information as it may receive
pursuant to the terms of its appointment into its Second Tier
Computer Systems and shall review and validate data and other
information in accordance with the relevant Agreed Procedures to
establish the completeness thereof and to identify any
inconsistencies therein.

60.16.4The Settlement System Administrator shall use reasonable
endeavours to procure that each Second Tier Agent shall keep
secure and confidential and not disclose, during the period of
its appointment or following its resignation or removal,
information, data and documentation obtained by the Second Tier
Agent in such capacity so as to cause a breach by the Settlement
System Administrator of its obligations pursuant to Clauses 68 or
69 of this Agreement.

60.16.5The Settlement System Administrator shall use reasonable
endeavours to procure that upon the reasonable request of the
Settlement System Administrator and in any event upon the removal
or resignation of any Second Tier Agent, such Second Tier Agent
shall make over to the Settlement System Administrator or its
nominee all such records, manuals and data and other information
in the ownership or under the control of the Second Tier Agent
and relating to the operation, and necessary for the proper
functioning, of the Second Tier Data Collection System.

60.17Review:

(a)  As soon as practicable after the third anniversary of the
date of this Agreement the Executive Committee, in consultation
with the Settlement System Administrator and the Director, shall
carry out a full review of the Second Tier Data Collection System
and, in consultation with the Director, shall seek to agree with
the Settlement System Administrator (the agreement of the
Settlement System Administrator not to be unreasonably withheld
or delayed) the manner by which the costs of the Second Tier Data
Collection System should be recovered, in the Accounting Periods
commencing on or after 1st April, 1994.

(b)  If, and to the extent, deemed necessary by the Executive
Committee in consultation with the Settlement System
Administrator and the Director, the Executive Committee shall
conduct a further review of the Second Tier Data Collection
System and, in consultation with the Director, shall seek to
agree with the Settlement System Administrator (the agreement of
the Settlement System Administrator not to be unreasonably
withheld or delayed), the manner by which the Second Tier Data
Collection System should operate, and by which the costs of the
same should be recovered, in the Accounting Periods commencing on
or after 1st April, 1996 such review to commence in due time to
enable implementation of any changes to the Second Tier Data
Collection System on that date.

(c)  The Executive Committee, in consultation with the Settlement
System Administrator and the Director, shall carry out a further
full review of the Second Tier Data Collection System and, in
consultation with the Director, shall seek to agree with the
Settlement System Administrator (the agreement of the Settlement
System Administrator not to be unreasonably withheld or delayed),
the manner by which the Second Tier Data Collection System should
operate, and by which the costs of the same should be recovered,
in the Accounting Periods commencing on or after 1st April, 1998
such review to commence in due time to enable implementation of
any changes to the Second Tier Data Collection System on that
date.

(d)  In the event of an agreement within (a), (b) or, as the case
may be, (c) above, the provisions of this Agreement relating to
the Second Tier Data Collection System shall be amended
accordingly and, in the event of any failure to agree, the matter
shall be referred to arbitration pursuant to the provisions of
Clause 83. If such agreement has not been reached or a
determination has not been made or a settlement not been reached
under any such arbitration prior to:

(i)  in the case of (a) above, the fourth anniversary of the date
of this Agreement;

(ii) in the case of (b) above (where applicable) by 1st April,
1996; and

(iii) in the case of (c) above by 1st April, 1998,

the Settlement System Administrator shall, between such date and
the date on which agreement is reached or (if applicable) a
determination or settlement under such arbitration is made or
reached, recover the costs, expenses and charges of the Second
Tier Data Collection System in accordance with Clause 34A and
paragraph 3 of Part G of the Appendix to Schedule 4

60.18 Software for FMS: The Settlement System Administrator shall
develop and implement appropriate computer software for the
purposes of collecting and aggregating data following the FMS
Date.

60.19 Second Tier Unmetered Supplies:

60.19.1Notwithstanding any of the other provisions of this
Agreement, including Clause 60 (other than the provisions of this
Clause 60.19) and Schedule 21, the provisions of this Clause
60.19 and any Second Tier Unmetered Supplies Procedures shall, to
the extent they are supplemental to or conflict with any other
provisions of this Agreement, govern the rights and obligations
of the Parties (including each Operator and each Meter Operator
Party) in relation to Second Tier Unmetered Supplies.

60.19.2Neither this Clause 60.19 (save for the requirements set
out in this Clause 60.19.2 for the bringing into effect of this
Clause 60.19) nor the Second Tier Unmetered Supplies Procedures
nor any amendment, variation or replacement of either of them may
become effective:

(i)  unless and until the Chief Executive shall have given each
Public Electricity Supplier, each Second Tier Supplier, the
Director (who may consult with such persons as he considers
appropriate) and the Settlement System Administrator not less
than 14 days' notice that this Clause 60.19 (or any amendment,
variation or replacement thereof) and/or the Second Tier
Unmetered Supplies Procedures are to become effective, stating
the date on which the same are proposed to become effective and
having attached thereto a copy of any proposed Second Tier
Unmetered Supplies Procedures; and

(ii) so long as none of the recipients of the notice referred to
in Clause 60.19.2(i) shall have given a counternotice to the
Chief Executive before the date on which this Clause 60.19 and/or
the Second Tier Unmetered Supplies Procedures are to become
effective stating, on reasonable grounds, an objection to this
Clause 60.19 or the Second Tier Unmetered Supplies Procedures
becoming effective on the proposed date or at all, in the event
that a counternotice shall have been given in accordance with
Clause 60.19.2(ii) the Chief Executive shall, as soon as is
reasonably practicable, notify the persons referred to in Clause
60.19(i) of that fact.

60.19.3Nothing in this Clause 60.19 shall permit the adoption, in
the Second Tier Unmetered Supplies Procedures or otherwise, of
standards of accuracy of data for Second Tier Unmetered Supplies
different from those which apply generally under this Agreement
other than during the transitional period expiring on 31st March,
1995.

60.19.4Except where the context otherwise requires, in this
Clause 60.19:

"Second Tier Unmetered Supplies" means Unmetered street lighting
and related supplies of a type which as at the date this Clause
60.19 becomes effective are permitted to be made by a Second Tier
Supplier;

"Second Tier Unmetered Supplies Procedures" means the procedures
in respect of Second Tier Unmetered Supplies in the form agreed
between all Public Electricity Suppliers and the Director (who
may consult with such persons as he considers appropriate) as the
same may be amended, varied or replaced from time to time with
the agreement of such persons.

60.19.5The Executive Committee may determine that Agreed
Procedures are necessary to implement this Clause 60.19 or the
Second Tier Unmetered Supplies Procedures and in such case
nothing in this Clause 60.19 or the Second Tier Unmetered
Supplies Procedures shall prejudice such determination or the
adoption or implementation of such Agreed Procedures, provided
that any such Agreed Procedure shall not include matters which
would occur on the Second Tier Customer's side of the outstation.

60.19.6The Parties accept that modifications to the Settlement
System Administrator's rights and obligations under this
Agreement may be required under the Second Tier Unmetered
Supplies Procedures or otherwise before this Clause 60.19 can
become effective.

                            PART XVI

                     POOL CIVIL EMERGENCIES

61.1 DEFINITIONS

Definitions: In this Part XVI:

"Civil Emergency Pool Credit Facility" shall mean a credit
facility to be arranged by and for the use of Suppliers upon
terms and conditions to be set out in Schedule 11 to this
Agreement;

"Pool Civil Emergency" shall have the meaning ascribed to it in
Clause 61.2.1;

"Pool Civil Emergency Event" shall mean an event or series of
events which satisfies the conditions set out in Clause 61.3.2;

"Pool Civil Emergency Period" shall mean a period initiated by
the Executive Committee after the occurrence of a Pool Civil
Emergency Event which shall commence, and terminate, in
accordance with this Part;

"Pool Rules Civil Emergency Condition" shall mean, in respect of
any Schedule Day, that both:

(i)  UMT > 0.1 (as determined in accordance with paragraph
32.1(a) of Schedule 9); and

(ii) RAPT > 3 * CAPT (as determined in accordance with paragraph
32.1(b) of Schedule 9);

"Pool Rules Civil Emergency Period" shall mean a period which
commences, and terminates, and in which section 32.3 of Schedule
9 is in force, in accordance with this Part; and

"Relevant Time" in relation to any event, means the time which
falls two hours prior to the first time at which an Availability
Declaration must be submitted pursuant to section 6.1 of Schedule
9 on the first Settlement Day which commences at least 24 hours
after the occurrence of such event.

61.2 APPLICATION AND STATEMENT OF INTENT

61.2.1 General Statement of Intended Application: It is intended
that this Part shall apply where there is in existence an event,
or series of events which does or do not generally occur as part
of normal market operating conditions and which affect(s) the
operation of the market for the generation, transmission and/or
supply of electricity in England and Wales and which, as a
result, cause(s) or is or are likely to cause materially changed
pool prices to arise and continue (a "Pool Civil Emergency"). The
following conditions set out in this Part are intended to reflect
the circumstances in which it is envisaged that it would likely
be the case that such event or events shall have so occurred.

61.2.2Interrelationship with Act: The Act and the Energy Act 1976
contain legislation conferring wide powers upon the Secretary of
State to regulate the generation, transmission and/or supply of
electricity in an emergency. It is intended that the provisions
of this Part shall coexist in application with such legislation.

61.3 CONDITIONS FOR EXISTENCE OF A POOL CIVIL EMERGENCY

61.3.1 Determination of a Pool Civil Emergency: A Pool Civil
Emergency shall exist upon any resolution to that effect passed
by the Executive Committee in accordance with the provisions of
this Part "hereafter, subject to the following provisions of this
Part, a Pool Civil Emergency Period shall commence.

61.3.2 Conditions: The Executive Committee shall resolve that a
Pool Civil Emergency exists only if it has formed the opinion
that a Pool Civil Emergency Event has occurred. A Pool Civil
Emergency Event shall occur whenever:

(a)  materially changed pool prices exist or are likely to exist
and, in either case, are likely to continue; and

(b)  such materially changed pool prices are the direct result of
any one or more of the following:

(i)  a major failure affecting the operation of the NGC
Transmission System;

(ii) a major operational failure of one or more Distribution
Systems; or

(iii) an inability of any Generator to generate or the loss of
generating plant availability of any Generator; and

(c)  the event within (i), (ii), or as the case may be, (iii) of
(b) above has itself resulted from any one or more of the
following:

(i)  any action taken by or on behalf of Her Majesty's Government
pursuant to and in accordance with the emergency provisions set
out in sections 1 to 4 of the Energy Act 1976 or section 96 of
the Act;

(ii) any act, order, regulation, direction or directive,
legislation or restraint of Parliament or any governmental
authority, or agent or instrument of the foregoing;

(iii) any act of public enemy or terrorist, act of war or
hostilities (whether declared or undeclared), threat of war or
hostilities, blockade, revolution, riot, insurrection, civil
commotion or unrest or demonstration;

(iv) any strike, lock-out or other industrial action;

(v)  any act of sabotage or vandalism;

(vi) lightning, earthquake, hurricane, storm, fire, Hood,
drought, accumulation of snow or ice, or any other extreme
weather or environmental condition; or

(vii) any other event provided that in such a case any resolution
of the Executive Committee determining that a Pool Civil
Emergency exists must be carried by a majority of not less than
75 per cent. of the total votes of all Committee Members entitled
to vote at a meeting of the Executive Committee whether or not
present.

61.4 CONDITIONS FOR EXISTENCE OF A POOL RULES CIVIL EMERGENCY
PERIOD

Pool Rules Civil Emergency Period: A Pool Rules Civil Emergency
Period shall, subject to the following provisions of this Part,
commence as part of a Pool Civil Emergency Period whenever (i) a
Pool Civil Emergency Period is current and (ii) the Pool Rules
Civil Emergency Condition is satisfied and (iii) Section 28 of
Schedule 9 hereof is not in effect.

61.5 PROCEDURE FOR INITIATION OF A POOL CIVIL EMERGENCY PERIOD
AND COMMENCEMENT OF A POOL RULES CIVIL EMERGENCY PERIOD

61.5.1Right to requisition:

(a)  Each Pool Member, the Settlement System Administrator, the
Grid Operator, the Director and the Secretary of State shall have
the several right to have convened a special meeting of the
Executive Committee for it to consider whether a Pool Civil
Emergency exists (and accordingly whether a Pool Civil Emergency
Period is to commence).

(b)  To requisition a meeting of the Executive Committee the
relevant Party, the Director or, as the case may be, the
Secretary of State shall notify in writing:

(i)  in the case of a Pool Member, its appointed Committee
Member, the Pool Chairman or the Chief Executive; and

(ii) in the case of the Settlement System Administrator, the Grid
Operator, the Director or the Secretary of State, the Pool
Chairman or the Chief Executive,

that it wishes such a meeting to be convened giving as full an
explanation as it is able of the event or events which it
believes constitute(s) the relevant Pool Civil Emergency Event.

(c)  Upon receipt of a written requisition in accordance with
(b), the relevant Committee Member, the Pool Chairman or, as the
case may be, the Chief Executive shall convene a special meeting
of the Executive Committee in accordance with Clause 18 to take
place within 48 hours after receipt of such requisition, and the
provisions relating to notice periods in Clause 18 shall be
varied for the purposes of this Part accordingly.

61.5.2 Initiation by the Executive Committee:

Pool Civil Emergency Period: If the Executive Committee shall
resolve that a Pool Civil Emergency exists then, subject to the
right of veto in Clause 61.5.7 being exercised, a Pool Civil
Emergency Period shall commence upon the expiry of the time limit
for the exercise of such veto and shall continue until terminated
in accordance with Clause 61.7.

61.5.3 Pool Rules Civil Emergency Period:

(a)  Commencement: A Pool Rules Civil Emergency Period shall,
subject to the right of veto in (b) below and in Clause 61.5.7
being exercised, commence in accordance with Clause 61.4 at the
expiry of the period for the exercise of the Executive
Committee's veto in (b) below and shall continue until terminated
in accordance with the provisions of Clause 61.7.

(b)  Executive Committee's Right of Veto: The Executive Committee
shall have the right to veto the commencement of a Pool Rules
Civil Emergency Period by the passing of a resolution to that
effect carried by a majority of not less than 65 per cent. of the
total votes of all Committee Members entitled to vote at such
meeting whether or not present, provided that the Executive
Committee shall only be able to exercise such right of veto prior
to the Relevant Time relative to the time at which the Secretary
receives a notification given by the Settlement System
Administrator pursuant to Clause 61.5.4.

(c)  Eject of Veto: Where the Executive Committee exercises its
right of veto in accordance with (b) above, the relevant Pool
Rules Civil Emergency Period shall not commence.

61.5.4 Settlement System Administrator's Notification: The
Settlement System Administrator shall notify forthwith by
telephone (and confirm in writing as soon as is practicable
thereafter to) the Chief Executive, Pool Chairman, Secretary,
Director and Secretary of State whenever it becomes aware that
the Pool Rules Civil Emergency Condition is satisfied.

61.5.5 Reasons: The Executive Committee shall give reasons for
the passing of any resolution pursuant to this Clause or the
exercising of any right of veto conferred on it by this Clause,
to be notified to the relevant parties by the Secretary in
accordance with Clause 61.5.6.

61.5.6 Notification (1): The Secretary shall notify in accordance
with Clause 75 all Parties, the Director and the Secretary of
State:

(a)  of the result of any vote taken on a resolution of the
Executive Committee pursuant to this Part, giving reasons in
outline explaining such result, immediately following the
conclusion of the meeting at which the vote was taken; such
notification may be given by telephone or by facsimile
transmission. An outline statement of reasons shall be circulated
by the Secretary to the same persons as soon as is reasonably
practicable thereafter; and

(b)  where there has been no exercise within the time limit
provided therefor of a right of veto pursuant to either Clause
61.5.3 by the Executive Committee or Clause 61.5.7 by the
Director or the Secretary of State, notify all Parties, the
Director and the Secretary of State immediately of the
commencement of a Pool Rules Civil Emergency Period.

61.5.7    Right of Veto:

(a)  Right of Veto: The Director and the Secretary of State shall
each have a several right to veto the commencement of any Pool
Civil Emergency Period or, as the case may be, Pool Rules Civil
Emergency Period by giving written notice of an exercise of such
right of veto addressed to the Executive Committee, the Pool
Chairman and the Chief Executive within the time periods
specified below. To be validly given, such notice shall specify
in sufficient detail (in the case of a Pool Civil Emergency
Period) the relevant resolution of the Executive Committee or (in
the case of a Pool Rules Civil Emergency Period) the relevant
notification of the Settlement System Administrator, in respect
of which the right of veto is being exercised.

(b)  Effect of Veto: Where the Director or the Secretary of State
exercises his veto in accordance with this Clause 61.5.7, the
relevant Pool Civil Emergency Period or, as the case may be, Pool
Rules Civil Emergency Period shall not commence.

(c)  Time Limits: Any veto given by, or on behalf of, either of
the Director or Secretary of State must be received by or on
behalf of the Executive Committee:

(i)  in respect of a resolution initiating a Pool Civil Emergency
Period, before the expiry of a period of 48 hours commencing upon
the receipt by the Director or, as appropriate, the Secretary of
State, of the notification of the result of the vote upon the
relevant resolution; or

(ii) in the case of a veto in respect of the commencement of a
Pool Rules Civil Emergency Period, before the expiry of the time
for the exercise of the Executive Committee's right of veto
pursuant to Clause 61.5.3.

For the avoidance of doubt, such veto may be given at any time
before the commencement of such period.

(d)  Reasons: The Director shall upon exercising a right of veto
conferred by this Clause give reasons to the Executive Committee
supporting the exercise of that right and the Parties would
expect the Secretary of State also to give reasons upon any
exercise of his right of veto conferred by this Clause.

(e)  Notification (2): Upon receipt by or on behalf of the
Executive Committee of a notice of exercise of veto pursuant to
this Clause, the Secretary, on behalf of the Executive Committee,
shall as soon as is possible thereafter give notice in accordance
with Clause 75 of the exercise of such veto.

61 6      EFFECT OF POOL AND POOL RULES CIVIL EMERGENCY PERIODS

61.6.1    Effect of a Pool Civil Emergency Period:

(a)  Upon a determination that a Pool Civil Emergency exists in
accordance with Clause 61.2.1 above:

(i)  Suppliers shall be entitled during the Pool Civil Emergency
Period, for the purposes of payments to be made by them pursuant
to this Agreement during such period, to utilise the Civil
Emergency Pool Credit Facility; and

(ii) Sections 32.1 and 32.2 of the Pool Rules shall enter into
force and effect.

(b)  The Pool Members expressly acknowledge the fact that during
the currency of any Pool Civil Emergency Period Suppliers shall
be entitled to operate credit facilities in accordance with and
subject to any conditions of their respective Licences (where
relevant) .

61.6.2    Effect of a Pool Rules Civil Emergency Period: Upon the
commencement of a Pool Rules Civil Emergency Period in accordance
with Clause 61.5.3(a), the provisions of Section 32.3 of Schedule
9 shall enter into full force and effect and shall continue in
full force and effect until such time as that Pool Rules Civil
Emergency Period is terminated in accordance with Clause 61.7.

61.7      TERMINATION OF A POOL CIVIL EMERGENCY PERIOD

61.7.1    Director's determination of end of Pool Civil Emergeny
Period: A Pool Civil Emergency Period and, where applicable, any
concurrent Pool Rules Civil Emergency Period, shall terminate
upon any determination of the Director to that effect.

61.7.2    Consultation: The Director shall only determine that a
Pool Civil Emergency Period and, where applicable, any concurrent
Pool Rules Civil Emergency Period shall terminate after having
fully consulted and taken into consideration the views of all
relevant Parties and after having obtained the approval of the
Secretary of State.

61.7.3    Notification (3): The Director shall notify in writing
the Secretary, the Pool Chairman and the Chief Executive as soon
as is possible of any determination made pursuant to this Clause
61.7 giving reasons for any determination so made and the
Secretary shall immediately notify all Parties of such
determination upon receipt.

61.7.4    Confirmation: The Director shall confirm to the
Executive Committee upon any determination pursuant to this
Clause 61.7 that a Pool Civil Emergency Period shall terminate,
that he has taken full account of all relevant matters, the views
of such relevant Parties and has obtained the approval of the
Secretary of State.

61.7.5    Termination of a Pool Rules Civil Emergency Period
within a continuing Pool Civil Emergency Period:

(a)  The Executive Committee may, by resolution carried by a
majority of not less than 65 per cent. of the total votes of all
Committee Members whether or not present, terminate any current
Pool Rules Civil Emergency Period whenever it considers, in its
absolute discretion, that the continued application of the
modified Pool Rules as set out in Section 32.3 of Schedule 9 to
be, in the circumstances, no longer appropriate.

(b)       The relevant Pool Rules Civil Emergency Period shall
terminate following the passing of that resolution at the
Relevant Time relative to the time at which that resolution is
passed.

(c)  The Secretary, on behalf of the Executive Committee, shall
as soon as is possible after the passing of such resolution give
notice to all Parties, the Director and the Secretary of State in
accordance with Clause 75 that the relevant Pool Rules Civil
Emergency Period is to so terminate.

(d)  Whenever Section 28 of Schedule 9 enters into force and
effect, in accordance with this Agreement, any Pool Rules Civil
Emergency Period then current shall terminate at the time that
such section so enters into force and effect.

6 1.7.6   Effect of Termination:

(a)  Pool Civil Emergeny Period: Upon the termination of any Pool
Civil Emergency Period the Civil Emergency Pool Credit Facility
shall forthwith cease to be utilised and, where there is a
concurrent Pool Rules Civil Emergency Period, the provisions of
Section 32 of Schedule 9, shall forthwith cease to be effective.

(b)  Pool Rules Civil Emergeny Period within a current and
continuing Pool Civil Emergeny Period: Upon the termination of
any Pool Rules Civil Emergency Period within a current and
continuing Pool Civil Emergency Period the provisions of Section
32.3 of Schedule 9 shall forthwith cease to be effective.

61.8      REFERENCE TO DIRECTOR

61.8.1    Reference to the Director: If any dispute shall arise
between the Executive Committee and any Pool Member:

(a)  as to whether the Executive Committee ought to have
concluded that the conditions for the initiation of a Pool Civil
Emergency Period in accordance with Clause 61.3.2 were satisfied
either as a matter of fact or such that there was a Pool Civil
Emergency within the spirit of the statement of intent set out at
Clause 61.2.1; or

(b)  as to whether the Executive Committee ought or ought not to
have exercised its right of veto pursuant to Clause 61.5.3(b) in

(c)  respect of the commencement of a Pool Rules Civil Emergency
Period; or as to whether a Pool Rules Civil Emergency Period
within a current and continuing Pool Civil Emergency Period ought
or ought not to have been terminated by the Executive Committee
in accordance with Clause 61.7.5 above,

the dispute may be referred by notice of the dispute given in
writing by the relevant Pool Member to the Director and as if
such Pool Member were exercising a Dissentient Pool Member's
right of appeal pursuant to Clause 13.5. The Director shall
determine the matter within 60 days of receipt of such referral.
Notice of any such referral shall be given to the Executive
Committee at the same time that the dispute is so referred.

61.8.2    Content and Effect of Determination:

(a)  If the Director shall determine in accordance with Clause
61.8.1 that a Pool Civil Emergency Period or Pool Rules Civil
Emergency Period should commence, or as the case may be, resume,
then:

(i)  in the case of a Pool Civil Emergency Period, upon such
determination having been notified to the Secretary in accordance
with Clause 61.8.3, a Pool Civil Emergency Period shall commence
or, as the case may be, resume; and

(ii) in the case of a Pool Rules Civil Emergency Period, such
period shall commence at the Relevant Time relative to the time
at which such determination has been notified to the Secretary in
accordance with Clause 61.8.3; or

(b)  If the Director shall determine in accordance with Clause
61.8.1 that a continuing Pool Civil Emergency Period or Pool
Rules Civil Emergency Period should terminate, then:

(i)  in the case of a Pool Civil Emergency Period, upon such
determination having been notified to the Secretary in accordance
with Clause 61.8.3, the then current Pool Civil Emergency Period
shall terminate; and

(ii) in the case of a Pool Rules Civil Emergency Period, the then
current such period shall terminate at the Relevant Time relative
to the time at which such determination has been notified to the
Secretary in accordance with Clause 6 1.8.3.

61.8.3    Notification (4): The Director shall notify in writing
the Secretary, the Pool Chairman and the Chief Executive as soon
as is possible of any determination made pursuant to this Clause
61.8 giving reasons for any determination so made and the
Secretary shall immediately notify all Parties of such
determination upon receipt.

61.9      MODIFICATION OF PROCEDURES

Modification of Procedures: Neither the procedures for a poll set
out in Clause 22 nor the provisions of Clause 13.4 shall apply to
any resolution of the Executive Committee referred to in this
Part XVI, and there shall be no right of referral of the matter
the subject of such resolution to the Pool Members in general
meeting.


                            PART XVII
                                
                          TRADING SITE

62.  TRADING SITE

Trading Site: The provisions of Schedule 17 shall have effect.


                           PART XVIII
                                
      THE POOL FUNDS ADMINISTRATOR, BILLING AND SETTLEMENT

63.  THE POOL FUNDS ADMINISTRATOR

63.1      Responsibilities: The Pool Funds Administrator shall
have the following duties, responsibilities and obligations,
namely:

63.1.1    to comply with all the obligations set out in this
Agreement and the Agreed Procedures in respect of the
establishment, maintenance and operation of the Funds Transfer
System and to carry out its obligations under the Funds Transfer
Agreement;

63.1.2    to keep under review and to make recommendations to the
Executive Committee on its own initiative or whenever requested
by the Executive Committee concerning:

(a)  any change to the Funds Transfer System (or any part or
aspect thereof);

(b)  the appointment of a new Pool Banker;

(c)  any change to Schedule 11 or 15; and

(d)  any change to the Funds Transfer Agreement,

which the Pool Funds Administrator may consider desirable. In
making such recommendations, the Pool Funds Administrator shall
have regard to, and shall provide details of, the cost of
implementing such changes (which cost would be charged or
recharged to Pool Members) and shall recommend whether, in light
of those costs, certain parties or categories of party to the
Agreement should be exempted from such changes or whether special
provisions for such parties or categories of party should be
adopted;

63.1.3 (a) to maintain such records, data and other information
as the Pool Auditor may, after consultation with the Executive
Committee, from time to time by notice in writing and in
reasonable detail to the Pool Funds Administrator, require for
the purposes of Part IX, or as may otherwise be reasonably
necessary to enable the Pool Funds Administrator to comply
promptly and fully with all its obligations under this Agreement,
the Agreed Procedures or the Funds Transfer Agreement, in either
such case in such form as the Pool Auditor may from time to time
by notice to the Pool Funds Administrator require or (in the
absence of such notification) in such form as a reasonably
prudent operator of the Funds Transfer System would adopt; and

(b)  to maintain such records, data and other information as H.M.
Customs and Excise may from time to time require of the Pool
Funds Administrator;

63.1.4 to retain in machine readable form or hard copy form for a
period of not less than eight years (or such longer period as any
applicable law may require) and in any event in hard copy form
(which for these purposes shall include microfiche) for a period
of not less than one year copies of the records, data and other
information received and processed by the Pool Funds
Administrator in connection with its performance of the Services
including:

(a)  (to the extent relevant for the performance of the Services)
Settlement Runs and Settlement Re-runs;

(b)  Advice Notes and Confirmation Notices;

(c)  bank statements in respect of the Pool Accounts;

(d)  Pool Ledger Accounts;

(e)  Payments Calendars;

(f)  a record of all Default Interest Rates and Reserve Interest
Rates calculated from time to time (including the period to which
each interest rate relates);

(g)  details of Security Cover supplied and to be supplied by
each Supplier; and

(h)  correspondence between the Pool Funds Administrator, on the
one hand, and the Executive Committee, the Pool Chairman, the
Chief Executive, any Pool Member, the Pool Banker, any Collection
Bank, the Settlement 'System Administrator, the Ancillary
Services Provider, the Director, the Pool Auditor, the Grid
Operator and any other relevant bank or institution, on the other
hand;

63.1.5 to provide to the Executive Committee and the Chief
Executive upon request records, data and other information
concerning the Funds Transfer System (and any part thereof)
(unless disclosure would breach any duty of confidentiality
imposed on the Pool Funds Administrator) and which the Pool Funds
Administrator is required to retain under paragraph 63.1.3 or
63.1.4 (and each of the Parties agrees to the release of all such
records, data and other information in the circumstances and
manner described in this paragraph 63.1.5);

63.1.6 to provide to the Pool Auditor upon request records, data
and other information concerning the Funds Transfer System (and
any part thereof) and which the Pool Funds Administrator is
required to maintain and retain under paragraph 63.1.3 or 63.1.4
(and each of the Parties agrees to the release of all such
records, data and other information in the circumstances and
manner described in this paragraph 63.1.6);

63.1.7 subject to the provisions of Part XX, to provide a
certified copy of such records, data and other information
concerning the Funds Transfer System (and any part thereof) and
amounts payable by or to any Pool Member or the Ancillary
Services Provider as the relevant Pool Member or (as the case may
be) the Ancillary Services Provider may reasonably request for
the purpose of establishing the amounts which are owed to or by
such Pool Member or the Ancillary Services Provider in accordance
with this Agreement, and in any event such information as any
Pool Member or the Ancillary Services Provider may request from
the Pool Funds Administrator in order to establish or prove a
claim to any amounts due or claimed to be due. The Pool Funds
Administrator shall forthwith upon such request provide such
information upon delivery (if so required by the Pool Funds
Administrator) of a certificate from the counsel of such Pool
Member or the Ancillary Services Provider certifying that, in
such counsel's opinion, such information is required for such
purpose;

63.1.8 to issue Advice Notes and Confirmation Notices within the
times and containing the details required by Schedule 11;

63.1.9 upon request, promptly to supply on its own behalf and on
behalf of Pool Members and the Ancillary Services Provider (with
a copy to the Pool Member concerned and the Ancillary Services
Provider) any information (including copies of documents) to H.M.
Customs and Excise, and to co-operate in any investigation by
H.M. Customs and Excise or H.M. Inspector of Taxes relating to
the Funds Transfer System (or any part or aspect thereof);

63.1.10 in respect of each calendar quarter, to issue to all Pool
Members, the Executive Committee, the Chief Executive, the
Settlement System Administrator and the Ancillary Services
Provider no later than the fifth Business Day after each calendar
quarter a statement enabling the identification of who may
constitute Majority Default Calling Creditors during that
calendar quarter (and the Parties hereby agree to such disclosure
being made);

63.1.11 except in respect of moneys received on account of the
PEA Operating Costs, the PEA Handling Charge, the Annual Fee or
Bank Charges in accordance with the accounting procedure set out
in Schedule 15 or the consideration received pursuant to
sub-section 5.1 or 5.2 of that Schedule, to pay all moneys
received by it from a Pool Member or the Ancillary Services
Provider in accordance with Schedule 11 into a Pool Account to be
held in trust in accordance with the provisions of Schedule 11;
and

63.1.12 to comply with all its other obligations under this
Agreement (including Schedules 11 and 15) and the Agreed
Procedures,

and expressions defined in Schedules 11 and 15 shall have the
same respective meanings when used in this Clause 63.1.

63.2 Standard of care: In the exercise of its duties and
responsibilities under this Agreement and the Agreed Procedures
the Pool Funds Administrator shall exercise that degree of care,
diligence, skill and judgment which would ordinarily be expected
of a reasonably prudent operator of the Funds Transfer System
taking into account the circumstances actually known to the Pool
Funds Administrator, its officers and employees at the relevant
time or which ought to have been known to it or them had it or
they made such enquiries as were reasonable in the circumstances.
In particular, but without prejudice to the generality of the
foregoing, in the absence of directions and instructions given to
it by the Executive Committee under this Agreement and having due
regard to the resources available to it, the Pool Funds
Administrator shall at all times conduct itself in a manner
calculated to achieve the principal objects and purpose of this
Agreement set out in Clauses 4.1.2 and 4.1.3.

63.3 UK value added tax indemnity:

63.3.1Indemnity (1): Without prejudice to paragraph 63.3.2 all
Pool Members shall jointly and severally indemnify and keep
indemnified the Pool Funds Administrator, its officers, employees
and agents (and, as between the Pool Members, according to their
respective Contributory Shares at the time of receipt of the
request for indemnification, calculated on the basis that the
points allocated to the Pool Member in default are disregarded)
against any liability which the Pool Funds Administrator may
incur as a result of the failure of any Pool Member or the
Ancillary Services Provider (as the case may be) properly to
account to H.M. Customs and Excise for all amounts of United
Kingdom Value Added Tax payable or receivable by it in respect of
any supplies of electricity or Ancillary Services.

63.3.2 Indemnity,' (a): If any Pool Member or the Ancillary
Services Provider shall fail properly to account for any amount
of United Kingdom Value Added Tax payable or receivable by it,
that person shall indemnify and keep indemnified each Pool Member
(on an after tax basis, but taking account of any tax relief
available to the relevant Pool Member) against any liability
which such Pool Member shall incur pursuant to paragraph 63.3.1.

63.4 Schedule 15:

63.4.1 Subject to the rights of each of the Parties under this
Agreement, all Parties hereby agree promptly to execute and
deliver all agreements and other documentation necessary to give
effect to any act, matter or thing done by the Executive
Committee in accordance with Schedule 15 (including the removal
of the incumbent Pool Funds Administrator and the appointment of
a successor in accordance with the terms thereof).

63.4.2 Schedule 15 provides that certain matters may be referred
by the Executive Committee to arbitration pursuant to Clause 83.
In making any such reference or in alleging that any such
reference is being made pursuant to Clause 83 the Executive
Committee shall act (and is hereby irrevocably authorised by each
of the Pool Members to act) as the sole and exclusive
representative of all the Pool Members and the Pool Funds
Administrator hereby agrees that the Executive Committee shall
have the authority so to act.

64.  PROCEDURES MANUAL

64.1 Preparation: Within 28 days after the Effective Date (or
such longer period as the Executive Committee may approve) the
Pool Funds Administrator shall prepare, or cause to be prepared,
a Procedures Manual which it shall submit to the Executive
Committee for its review. The Executive Committee shall give its
comments on the Procedures Manual to the Pool Funds Administrator
within 28 days after receipt thereof and the Pool Funds
Administrator shall revise, or cause to be revised, the
Procedures Manual to the satisfaction of the Executive Committee
within 21 days after receipt of such comments (or such longer
period as the Executive Committee may approve). Promptly
thereafter the Pool Funds Administrator shall provide the
Executive Committee with sufficient copies of the revised
Procedures Manual for distribution by the Executive Committee to
all Parties, the Pool Auditor, the Pool Banker and the Director.

64.2 Amendments: Where from time to time any amendments to the
Procedures Manual are necessary to reflect changes in the systems
and/or procedures associated with the Funds Transfer System, the
procedure set out in Clause 64.1 shall apply mutatis mutandis.

64.3 Costs: The costs of producing, revising and amending the
Procedures Manual shall be borne by the Pool Funds Administrator
and recovered by it in accordance with the provisions of Schedule
11 as part of its charges.

65.  BILLING AND SETTLEMENT

The provisions of Schedule 11 shall have effect.

                            PART XIX

DEFAULT TERM AND TERMINATION

66.  DEFAULT

66.1 Default (1): At any time after the occurrence of any of the
events referred to in Clause 66.3.1, 66.3.2 or 66.3.3 and so long
as such event continues unremedied or unwaived by Majority
Default Calling Creditors:

66.1.1 Majority Default Calling Creditors may, upon reaching a
bona fide conclusion that the reason for the failure by the
Defaulting Pool Member under Clause 66.3.1, 66.3.2 or 66.3.3 is
other than administrative or banking error (having taken into
account the representations, if any, of the Defaulting Pool
Member made within 24 hours after request therefor is made to the
Defaulting Pool Member on behalf of the Majority Default Calling
Creditors, which request Majority Default Calling Creditors shall
be obliged to make), by notice to the Defaulting Pool Member
(copied to the Executive Committee and the Director) declare such
event an Event of Default;

66.1.2 at the same time as Majority Default Calling Creditors
declare such an Event of Default or at any time thereafter,
Majority Default Calling Creditors may by notice to the Executive
Committee (copied to the Defaulting Pool Member and the Director)
require the Executive Committee to suspend (which the Executive
Committee shall forthwith do) all voting rights of the Defaulting
Pool Member under this Agreement for a specified period (being
not more than 90 days) and, upon the Executive Committee giving
notice to such effect to the Defaulting Pool Member (copied to
the Director), such voting rights (but not any other rights or
any liabilities or obligations of the Defaulting Pool Member)
shall be suspended for such period; and

66.1.3 where:

(a)  the Defaulting Pool Member is a Public Electricity Supplier,
no earlier than 28 days after the date of the notice referred to
in Clause 66.1.1; and

(b)  in any other case, at the same time as Majority Default
Calling Creditors declare such an Event of Default or at any time
thereafter,

Majority Default Calling Creditors may by notice to the
Defaulting Pool Member (copied to the Executive Committee, the
Settlement System Administrator, the Grid Operator, the Pool
Funds Administrator, the Ancillary Services Provider and the
Director) require the Defaulting Pool Member to cease to be a
Party with effect from the date of its De-energisation and until
such date all voting rights of the Defaulting Pool Member under
this Agreement (but not any other rights or any liabilities or
obligations of the Defaulting Pool Member) shall be automatically
suspended.

For the avoidance of doubt, Majority Default Calling Creditors
shall be at liberty to give notice under Clause 66.1.2 and, upon
expiry of the specified period referred to therein and subject as
provided in the foregoing provisions of this Clause 66.1, to give
notice under Clause 66.1.3.

66.2 Default (2): At any time after the occurrence of any of the
events referred to in Clause 66.3 (other than (a) any of the
events referred to in Clause 66.3.1, 66.3.2 and 66.3.3 and (b) in
the case where the Defaulting Pool Member is unable to pay its
debts as referred to in Clause 66.3.6(a), unless any of the other
events referred to in Clause 66.3 has occurred and is continuing)
and so long as such event continues unremedied or unwaived by the
Pool Members in general meeting the Executive Committee may (and
shall if so directed by the Pool Members in general meeting):

66.2.1 by notice to the Defaulting Pool Member (copied to the
Director) declare such event an Event of Default and suspend all
voting rights of the Defaulting Pool Member under this Agreement
for a specified period (being not more than 90 days) whereupon
such voting rights (but not any other rights or any liabilities
or obligations of the Defaulting Pool Member) shall be suspended
for such period; and

66.2.2 upon the expiry of such period by notice to the Defaulting
Pool Member (copied to the Settlement System Administrator, the
Grid Operator, the Pool Funds Administrator, the Ancillary
Services Provider and the Director) require the Defaulting Pool
Member to cease to be a party to this Agreement with effect from
the date of its De-energisation and until such date all voting
rights of the Defaulting Pool Member under this Agreement (but
not any other rights or any liabilities or obligations of the
Defaulting Pool Member) shall be automatically suspended.

66.3 Events of Default: The events referred to in the foregoing
provisions of this Clause 66 are:

66.3.1 the Pool Member in question (the "Defaulting Pool Member")
shall fail to provide or maintain or renew in accordance with
Schedule 11 the requisite amount of Security Cover determined
pursuant to that Schedule; or

66.3.2 the Defaulting Pool Member shall fail to pay in the manner
provided in this Agreement any sum payable by it to any Pool
Creditor within three Business Days after its due date; or

66.3.3 the Defaulting Pool Member shall fail to pay in the manner
provided in this Agreement any sum payable by it hereunder to the
Settlement System Administrator or the Pool Funds Administrator
within 28 days after the Settlement System Administrator or (as
the case may be) the Pool Funds Administrator has given notice to
it (copied to the Executive Committee and the Director) that
payment has not been received and requiring such default to be
remedied; or

66.3.4 the Defaulting Pool Member shall fail to pay in the manner
provided in this Agreement any sum payable by it hereunder to the
Executive Committee within 28 days after the Executive Committee
has given notice to it (copied to the Director) that payment has
not been received and requiring such default to be remedied; or

66.3.5 the Defaulting Pool Member shall fail in any material
respect to perform or comply with any of its other obligations
under this Agreement and such default (if it is capable of
remedy) is not remedied within a reasonable period of time (not
exceeding 90 days) after the Executive Committee has given notice
to the Defaulting Pool Member (copied to the Director) of the
occurrence thereof and requiring the same to be remedied; or

66.3.6 the Defaulting Pool Member:

(a)  is unable to pay its debts (within the meaning of section
123(1) or (2) of the Insolvency Act 1986, but subject as
hereinafter provided in this Clause 66.3.6) or if any voluntary
agreement is proposed in relation to it under section 1 of that
Act or enters into any scheme of arrangement (other than for the
purpose of reconstruction or amalgamation upon terms and within
such period as may previously have been approved in writing by
the Executive Committee);

(b)  has a receiver (which expression shall include an
administrative receiver within the meaning of section 29 of the
Insolvency Act 1986) of the whole or any material part of its
assets or undertaking appointed;

(c)  has an administration order under section 8 of the
Insolvency Act 1986 made in relation to it;

(d)  passes any resolution for winding-up other than a resolution
previously approved in writing by the Executive Committee; or

(e)  becomes subject to an order by the High Court for
winding-up.

For the purposes of paragraph (a) above section 123(1)(a) of the
Insolvency Act 1986 shall have effect as if for "pounds 750" there was
substituted ,10,000 and, further, the Defaulting Pool Member
shall not - be deemed to be unable to pay its debts for the
purposes of paragraph (a) above if any such demand as is
mentioned in the said section is being contested in good faith by
the Defaulting Pool Member with recourse to all appropriate
measures and procedures; or

66.3.7 the Licence (if any) granted to the Defaulting Pool Member
is determined or revoked or otherwise ceases to be in force for
any reason whatsoever,

in any such case for whatever reason and whether or not within
the control of the Defaulting Pool Member.

66.4 De-energisation:

66.4.1 If the Majority Default Calling Creditors shall give
notice to a Defaulting Pool Member under Clause 66.1.3 or the
Executive Committee shall give notice to a Defaulting Pool Member
under Clause 66.2.2 the Defaulting Pool Member shall forthwith,
and in compliance with the instructions of the Grid Operator or
(in the case of any connection to a User System) the User whose
System it is (the "Relevant User"), take all such action as may
be necessary to give effect to the relevant De-energisation.

66.4.2 If the Defaulting Pool Member shall fail to take such
action as is referred to in Clause 66.4.1 within 48 hours after
the date of any such notice referred to therein, the Grid
Operator and/or, as the case may be, the Relevant User undertakes
to each of the other Parties and the Executive Committee to use
reasonable endeavours to effect or (as the case may be) give
instructions to effect such De-energisation as quickly as
practicable having regard to all the circumstances affecting such
Deenergisation (including any operational difficulties and
relevant Licence duties).

66.4.3 Each Pool Member hereby irrevocably and unconditionally
consents to its De-energisation by the Grid Operator and/or, as
the case may be, the Relevant User in the circumstances set out
in Clause 66.4.2.

66.5 Sharing of risk: Where an Event of Default is declared under
Clause 66.1.1 or 66.2.1 in respect of a Defaulting Pool Member
which is a Public Electricity Supplier, then for the period
beginning on the date of the notice declaring such Event of
Default until the earlier of:- ~

66.5.1 the date falling 28 days thereafter; and

66.5.2 the date on which the Event of Default has been remedied
or waived by Majority Default Calling Creditors or (as the case
may be) the Pool Members in general meeting, (but not further or
otherwise) each Pool Member (other than the Defaulting Pool
Member) shall be severally liable for its Contributory Share
(calculated on the basis that the Points allocated to the
Defaulting Pool Member are disregarded) of all sums (including
United Kingdom Value Added Tax) which such Defaulting Pool Member
is required under this Agreement to pay in respect of electricity
taken by the Defaulting Pool Member and Ancillary Services during
each complete Settlement Day falling within such period and which
are not paid on the due date therefor by the Defaulting Pool
Member. The Defaulting Pool Member shall indemnify and keep
indemnified each Pool Member on demand against all sums properly
paid by such Pool Member pursuant to this Clause 66.5 together
with interest thereon from the date of payment by such Pool
Member to the date of its reimbursement (as well after as before
judgment) at the Default Interest Rate.

66.6 Indemnity on De-energisation: Where under Clause 66.4 the
Grid Operator and/or the Relevant User is required to effect or
(as the case may be) give instructions to effect a
De-energisation the Defaulting Pool Member, failing which, each
Pool Member (but, in the case of each Pool Member, only in
respect of its Contributory Share at the time of receipt of the
request for indemnification, calculated on the basis that the
Points allocated to the Defaulting Pool Member are disregarded)
shall indemnify and keep indemnified the Grid Operator and/or the
Relevant User (as the case may be) on demand against any and all
liability, loss or damage which it may suffer or incur by reason
of effecting or giving instructions to effect such
De-energisation.

66.7 Accrued rights and liabilities:

66.7.1 The suspension of a person as a Pool Member and the
cessation of a person as a Pool Member and/or a Party for
whatever reason shall not prejudice its accrued rights and
liabilities under this Agreement as at the date of its suspension
or (as the case may be) cessation or its rights and liabilities
under this Agreement which may accrue in relation to the period
during which it was not so suspended or (as the case may be) it
was a Party or any of its obligations under this Agreement which
are expressed to continue notwithstanding such suspension or
cessation.

66.7.2Without prejudice to the generality of Clause 66.7.1, a
Defaulting Pool Member shall be liable for all sums (including
United Kingdom Value Added Tax) which it is required under this
Agreement to pay in respect of electricity taken by it and
Ancillary Services pending its Deenergisation pursuant to Clause
66.4.

67.  TERM AND TERMINATION

67.1 Term: This Agreement shall have no fixed duration.

67.2 Suspension of Pool Member's voting rights: A Pool Member's
voting rights shall be suspended only in the circumstances and to
the extent specified in Clauses 66.1.2 and 66.2.1.

67.3 Termination as a Party: A Pool Member shall cease to be a
Party only:

67.3.1 in the circumstances and to the extent specified in
Clauses 8.7 to 8.10 (inclusive);

67.3.2 in the circumstances and to the extent specified in
Clauses 66.1.3 and 66.2.2; or

67.3.3 if, by unanimous resolution of all Committee Members, the
Executive Committee shall so reasonably determine and the prior
written consent of the Director shall have been obtained.

67.4 Termination of the Agreement:

67.4.1 This Agreement may be terminated if a resolution of Pool
Members in general meeting is unanimously carried by those Pool
Members present in person or by proxy at the relevant general
meeting and the prior written consent of the Director has been
obtained.

67.4.2 The termination shall take effect from whichever is the
later in time of the date of the resolution referred to in Clause
67.4.1 and the consent in writing of the Director referred to in
that Clause.

67.5 Clause exhaustive: The Pool Members agree that the foregoing
provisions of this Clause 67, when read with the Clauses referred
to herein and Clause 8.11, are exhaustive of the rights of
suspension of a Pool Member's voting rights, of termination of
Pool Membership, of cessation as a Party and of termination of
this Agreement.


                             PART XX
                                
                         CONFIDENTIALITY

68.  DEFINITIONS AND INTERPRETATION

68.1 Definitions: In this Part XX, except where the context
otherwise requires:

"Authorised Recipient" means, in relation to any Protected
Information, any Business Person who, before the Protected
Information had been divulged to him by NGC or any subsidiary of
NGC, had been informed of the nature and effect of Clause 69 and
who requires access to such Protected Information for the proper
performance of his duties as a Business Person in the course of
Permitted Activities;

"Business Person" means any person who is a Main Business Person
or a Corporate Functions Person, and "Business Personnel" shall
be construed accordingly;

"Confidential Information" means all data and other information
supplied to the Obligor or any nominee of the Obligor appointed
pursuant to paragraph 10 of Appendix 4 of Schedule 9 by another
Party under the provisions of this Agreement, and shall include
copies of the load modules referred to in Service Line 11
(Listings and Load Modules);

"Corporate Functions Person" means any person who:

(a)  is a director of NGC; or

(b)  is an employee of NGC or any of its subsidiaries carrying
out any administrative, finance or other corporate services of
any kind which in part relate to the Main Business; or

(c)  is engaged as an agent of or an adviser to or performs work
in relation to or services for the Main Business;

"Generation Business" has the same meaning as in the NGC
Transmission Licence;

"Main Business" means any business of NGC or any of its
subsidiaries as at the Effective Date or which it is required to
carry on under the NGC Transmission Licence, other than the
Generation Business;

"Main Business Person" means any employee of NGC or any director
or employee of its subsidiaries who is engaged solely in the Main
Business, and "Main Business Personnel" shall be construed
accordingly;

Obligor" has the meaning given to that term in Clause 70.1;

"Permitted Activities" means activities carried on for the
purposes of the Main Business; and

"Protected Information" means any information relating to the
affairs of a Party which is furnished to Business Personnel
pursuant to this Agreement unless, prior to such information
being furnished, such Party has informed the recipient thereof by
notice in writing or by endorsement on such information that the
said information is not to be regarded as Protected Information.

68.2 Interpretation: For the avoidance of doubt, data and other
information which any Party is permitted or obliged to divulge or
publish to any other Party pursuant to this Agreement shall not
necessarily be regarded as being in the public domain by reason
of being so divulged or published.

69.  CONFIDENTIALITY FOR NGC AND ITS SUBSIDIARIES

69.1 Protection of Protected Information: NGC and its
subsidiaries in each of their capacities in this Agreement shall
secure that Protected Information is not:

69.1.1 divulged by Business Personnel to any person unless that
person is an Authorised Recipient;

69.1.2 used by Business Personnel for the purposes of obtaining
for NGC or any of its subsidiaries or for any other person:

(a)  any electricity licence; or

(b)  any right to purchase or otherwise acquire, or to
distribute, electricity (including rights under any electricity
purchase contract, as defined in the NGC Transmission Licence);
or

(c)  any contract or arrangement for the supply of electricity to
Customers or Suppliers; or

(d)  any contract for the use of any electrical lines or
electrical plant belonging to or under the control of a Supplier;
or

(e)  control of any body corporate which, whether directly or
indirectly, has the benefit of any such licence, contract or
arrangement; and

69.1.3 used by Business Personnel for the purpose of carrying on
any activities other than Permitted Activities,

except with the prior consent in writing of the Party to whose
affairs such Protected Information relates.

69.2 Exceptions: Nothing in this Clause 69 shall apply:

69.2.1 to any Protected Information which, before it is furnished
to Business Personnel, is in the public domain; or

69.2.2 to any Protected Information which, after it is furnished
to Business Personnel:

(a)  is acquired by NGC or any subsidiary of NGC in circumstances
in which this Clause 69 does not apply; or

(b)  is acquired by NGC or any subsidiary of NGC in circumstances
in which this Clause 69 does apply and thereafter ceases to be
subject to the restrictions imposed by this Clause 69; or

(c)  enters the public domain,

and in any such case otherwise than as a result of (i) a breach
by NGC or any subsidiary of NGC of its obligations in this Clause
69 or (ii) a breach by the person who disclosed that Protected
Information of that person's confidentiality obligation and NGC
or any of its subsidiaries is aware of such breach; or

69.2.3 to the disclosure of any Protected Information to any
person if NGC or any subsidiary of NGC is required or expressly
permitted to make such disclosure to such person:

(a)  in compliance with the duties of NGC or any subsidiary of
NGC under the Act or any other requirement of a Competent
Authority; or

(b)  in compliance with the conditions of the NGC Transmission
Licence or any document referred to in the NGC Transmission
Licence with which NGC or any subsidiary of NGC is required by
virtue of the Act or the NGC Transmission Licence to comply; or

(c)  in compliance with any other requirement of law; or

(d)  in response to a requirement of any stock exchange or
regulatory authority or the Panel on Take-overs and Mergers; or

(e)  pursuant to the arbitration rules for the Electricity
Arbitration Association or pursuant to any judicial or other
arbitral process or tribunal having jurisdiction in relation to
NGC or its subsidiaries; or

69.2.4 to any Protected Information to the extent that NGC or any
of its subsidiaries is expressly permitted or required to
disclose that information under the terms of any agreement or
arrangement (including this Agreement, the Grid Code, the
Distribution Codes and the Fuel Security Code) with the Party to
whose affairs such Protected Information relates; or

69.2.5 to any Protected Information but only to the extent that
it has been properly provided to NGC or any subsidiary of NGC by
the Settlement System Administrator pursuant to any provision of
the Pool Rules.

69.3 Use of information by NGC: NGC and each of its subsidiaries
may use all and any information or data supplied to or acquired
by it from or in relation to the other Parties in performing
Permitted Activities including, for the following purposes:

69.3.1 the operation and planning of the NGC Transmission System;

69.3.2 the calculation of charges and preparation of offers of
terms for connection to or use of the NGC Transmission System;

69.3.3 the operation and planning of the Ancillary Services
Business and the calculation of charges therefor;

69.3.4 the operation of the Settlements Business;

69.3.5 the provision of information under the British Grid
Systems Agreement and the EdF Documents,

and may pass the same to subsidiaries of NGC which carry out such
activities and the Parties agree to provide all information to
NGC and its subsidiaries for such purposes.

69.4 Restrictions on Business Personnel: NGC undertakes to each
of the other Parties that, having regard to the activities in
which any Business Person is engaged and the nature and effective
life of the Protected Information divulged to him by virtue of
such activities, neither NGC nor any of its subsidiaries shall
unreasonably continue (taking into account any industrial
relations concerns reasonably held by it) to divulge Protected
Information or permit Protected Information to be divulged by any
subsidiary of NGC to any Business Person:

69.4.1 who has notified NGC or the relevant subsidiary of his
intention to become engaged as an employee or agent of any other
person (other than of NGC or any subsidiary thereof) who is:

(a)  authorised by licence or exemption to generate, transmit or
supply electricity; or

(b)  an electricity broker or who is known to be engaged in the
writing of electricity purchase contracts (as hereinbefore
defined); or

(c)  known to be retained as a consultant to any such person who
is referred to in paragraph (a) or (b) above; or

69.4.2 who is to be transferred to the Generation Business,

save where NGC or such subsidiary could not, in all the
circumstances, reasonably be expected to refrain from divulging
to such Business Person Protected Information which is required
for the proper performance of his duties.

69.5 Identification of Protected Information: Without prejudice
to the other provisions of this Clause 69, NGC shall procure that
any additional copies made of the Protected Information, whether
in hard copy or computerized form, will clearly identify the
Protected Information as protected.

69.6 Corporate Functions Person: NGC undertakes to use all
reasonable endeavours to procure that no employee is a Corporate
Functions Person unless the same is necessary for the proper
performance of his duties.

69.7 Charge restriction condition variable: Without prejudice to
Clause 69.3, NGC and each of its subsidiaries may use and pass to
each other all and any Period Metered Demand data supplied to or
acquired by it and all and any information and data supplied to
it pursuant to Section OC6 of the Grid Code for the purposes of
Demand Control (as defined in the Grid Code), but in each case
only for the purposes of its estimation and calculation from time
to time of the variable "system maximum ACS demand" (as defined
in Condition 4 of the NGC Transmission Licence).

69.8 Ancillary Services: NGC shall secure that Protected
Information which is subject to the provisions of Clause 69.1 and
which relates to the cost of Reactive Power provided by each
individual Generator is not divulged to any Business Person
engaged in the provision of static compensation for use by the
Grid Operator.

69.9 Metering data - Distribution System: Any information
regarding, or data acquired by the Settlement System
Administrator or its agent from, Metering Equipment at Sites
which are a point of connection to a Distribution System shall
and may be passed by the Settlement System Administrator or his
agent to the operator of the relevant Distribution System. The
said operator of the relevant Distribution System may use the
same only for the purposes of the operation of such Distribution
System and the calculation of charges for use of and connection
to such Distribution System.

69.10 Metering data - Qualifying Arrangements: The Settlement
System Administrator and the Grid Operator shall and may pass any
relevant information and data relating to the Genset Metered
Generation (including, for the avoidance of doubt, all relevant
Metered Data, as defined in paragraph 3.1.2 of Schedule 9) of any
of the Generating Units which are the subject of qualifying
arrangements (as defined in section 33 of the Act) to such person
as may be specified from time to time pursuant to such qualifying
arrangements.

70.  CONFIDENTIALITY OTHER THAN FOR NGC AND ITS SUBSIDIARIES

70.1 General obligation: Each Party (other than NGC and its
subsidiaries) (the "Obligor") hereby undertakes with each other
Party (including NGC and its subsidiaries) that it shall preserve
the confidentiality of, and not directly or indirectly reveal,
report, publish, disclose or transfer or use for its own purposes
Confidential Information except:

70.1.1 in the circumstances set out in Clause 70.2; Or

70.1.2 to the extent otherwise expressly permitted by this
Agreement

70.1.3 with the prior consent in writing of the Party to whose
affairs such Confidential information relates; or

70.1.4 to the extent that it has been properly provided to the
Obligor by the Settlement System Administrator pursuant to any
provision of the Pool Rules.

70.2 Exceptions: The circumstances referred to in Clause 70.1.1
are:

70.2.1where the Confidential Information, before it is furnished
to the Obligor, is in the public domain; or

70.2.2 where the Confidential Information, after it is furnished
to the Obligor:

(a)  is acquired by the Obligor in circumstances in which this
Clause 70 does not apply; or

(b)  is acquired by the Obligor in circumstances in which this
Clause 70 does apply and thereafter ceases to be subject to the
restrictions imposed by this Clause 70; or

(c)  enters the public domain,

and in any such case otherwise than as a result of (i) a
breach.by the Obligor of its obligations in this Clause 70 or
(ii) a breach by the person who disclosed that Confidential
Information of that person's confidentiality obligation and the
Obligor is aware of such breach; or

70.2.3 if the Obligor is required or permitted to make disclosure
of the Confidential Information to any person:

(a)  in compliance with the dudes of the Obligor under the Act or
any other requirement of a Competent Authority; or

(b)  in compliance with the conditions of any Licence or any
document referred to in any Licence with which the Obligor is
required to comply; or

(c)  in compliance with any other requirement of law; or

(d)  in response to a requirement of any stock exchange or
regulatory authority or the Panel on Take-overs and Mergers; or

(e)  pursuant to the arbitration rules for the Electricity
Arbitration Association or pursuant to any judicial or other
arbitral process or tribunal having jurisdiction in relation to
the Obligor; or

70.2.4 to the employees, directors, agents, consultants and
professional advisers of the Obligor, in each case on the basis
set out in Clause 70.3.

70.3 Internal procedures: With effect from the date of this
Agreement the Obligor shall adopt procedures within its
organisation for ensuring the confidentiality of all Confidential
Information which it is obliged to preserve as confidential under
Clause 70.1. These procedures are:

70.3.1 the Confidential Information will be disseminated within
the Obligor only on a "need to know" basis;

70.3.2 employees, directors, agents, consultants and professional
advisers of the Obligor in receipt of Confidential Information
will be made fully aware of the Obligor's obligations of
confidence in relation thereto; and

70.3.3 any copies of the Confidential Information, whether in
hard copy or computerised form, will clearly identify the
Confidential Information as confidential.

71. RELEASE OF INFORMATION

71.1 Notwithstanding any foregoing provisions of this Part XX,
the Parties agree that each of them shall be at liberty to
provide copies of this Agreement and any supplemental agreement
to both or either thereof to any third party, and each of the
Parties consents to disclosure by any other Party of the fact
that it is a party to this Agreement and, where such is the case,
a Pool Member.

71.1.1 The following provisions of this Clause are designed to
facilitate the release of certain data and other information to
persons who are not Parties. Such provisions are without
prejudice to any Party's rights to disclose or use data or
information pursuant to the other provisions of this Agreement or
otherwise.

71.1.2 At the request of the Executive Committee or any person
who is not a Party and against payment by or on behalf of the
person to whom the data or other information is to be released of
a fee or charge therefor calculated mutates mutants on the basis
set out in Clause 34.2, the Settlement System Administrator shall
provide to such person(s) as the Executive Committee may nominate
or (as the case may be) to the person requesting the same, data
and other information received by the Settlement System
Administrator in or derived from the operation of the Settlement
System provided that:

(a)  the Pool Rules specify that such data or other information
may be so released; or

(b)  the Party to whose affairs such data or other information
relates has given its prior consent in writing to such
disclosure.

71.1.3 Upon request by the Executive Committee, the Settlement
System Administrator shall notify the Executive Committee in
writing of any request received by it from any person under
Clause 71.1.2 and of the name of such person and shall give
details of the data and other information provided.

71.1.4 Each of the Parties agrees to the release of data and
other information in the circumstances described in Clause
71.1.2.

71.2 The Parties acknowledge that, for the Executive Committee
and each of its subcommittees properly to carry out its duties
and responsibilities under this Agreement, the Executive
Committee may decide or be obliged to keep confidential to it
(and may instruct its sub-committees to keep confidential)
matters, reports, data and other information produced by or for,
made available to or held by, the Executive Committee or the
relevant sub-committee and, in any such case, Committee Members
shall neither disclose the same to the Pool Member(s) which they
represent nor be required by such Pool Member(s) so to disclose.
Each of the Parties agrees to respect the position of the
Executive Committee, its sub-committees and the Committee Members
accordingly.

71.3 Each of the Parties other than the Settlement System
Administrator, the Grid Operator, the Ancillary Services Provider
and the Pool Funds Administrator agrees, subject to any relevant
confidentiality restriction binding on it, to provide the
Executive Committee, the Chief Executive and the personnel
referred to in Clause 17.2.1 with all data and other information
reasonably requested by the Executive Committee and necessary for
the Executive Committee, the Chief Executive or (as the case may
be) such personnel properly to carry out its or his duties and
responsibilities under this Agreement. The Grid Operator and the
Ancillary Services Provider each agree, subject to any relevant
confidentiality restriction binding on it, to provide the
Executive Committee, the Chief Executive and the personnel
referred to in Clause 17.2.1 with such data and other information
relating to its duties, responsibilities or obligations under
this Agreement which the Executive Committee shall reasonably
request and which is necessary for the Executive Committee, the
Chief Executive or (as the case may be) such personnel to carry
out its or his duties and responsibilities under this Agreement.

71.4 Each Party acknowledges and agrees that no Party shall be in
breach of any obligation of confidentiality owed by it pursuant
to this Agreement in reporting under Clause 6.10 any breach of
the Pool Rules or its belief that any such breach has occurred.

71.5 Notwithstanding any other provision of this Agreement, the
provisions of this Part XX shall continue to bind a person after
its cessation as a Party for whatever reason.

                            PART XXI

                    THE PARTICIPATION OF NGC

72. THE PARTICIPATION OF NGC

72.1 As Grid Operator: For so long as NGC is the Grid Operator,
references in this Agreement to the Grid Operator shall be read
and construed as references to NGC acting in its capacity as Grid
Operator, and all rights, benefits, duties, responsibilities,
liabilities and obligations under this Agreement with regard to
the Grid Operator shall be those of NGC acting in that capacity.

72.2 As Ancillary Services Provider: For so long as NGC is the
Ancillary Services Provider, references in this Agreement to the
Ancillary Services Provider shall be read and construed as
references to NGC acting in its capacity as Ancillary Services
Provider, and all rights, benefits, duties, responsibilities,
liabilities and obligations under this Agreement with regard to
the Ancillary Services Provider shall be those of NGC acting in
that capacity. The Ancillary Services Provider shall have the
benefit of the obligations and undertakings entered into by the
Settlement System Administrator and Pool Funds Administrator in
this Agreement.

72.3 As Pool Member: The Parties acknowledge that NGC is not in
any of its capacities under this Agreement a Pool Member.

72.4 Wholly-owned subsidiary: NGC shall procure that so long as
Energy Settlements and Information Services Limited is appointed
Settlement System Administrator it shall at all times remain a
wholly-owned subsidiary of, and wholly controlled by, NGC.

73.  [Not used].


                            PART XXII

                          MISCELLANEOUS

74.  FORCE MAJEURE

74.1 Force Majeure: Where the Settlement System Administrator,
the Grid Operator, the Pool Funds Administrator or the Ancillary
Services Provider (the "NonPerforming Party") is unable to carry
out all or any of its obligations under the SSA Arrangements by
reason of Force Majeure (but subject, in the case of the
Settlement System Administrator, to Section 33 of Schedule 4):

74.1.1 the SSA Arrangements shall remain in effect; but

74.1.2 (a) the Non-Performing Party's relevant obligations;

(b)  the obligations of each of the other Parties owed to the Non
Performing Party under the SSA Arrangements; and

(c)  any other obligations (not being payment obligations) of
such other Parties under the SSA Arrangements owed inter se which
the relevant Party is unable to carry out directly as a result of
the suspension of the Non-Performing Party's obligations

shall be suspended for a period equal to the Force Majeure
provided that:

(i)  the suspension of performance is of no greater scope and of
no longer duration than is required by the Force Majeure;

(ii) no obligations of any Party are excused as a result of the
Force Majeure; and

(iii) in respect of the suspension of the Non-Performing Party's
obligations:

(A)  the Non-Performing Party gives the Executive Committee
(which shall promptly inform the other Parties, the Pool Auditor
and the Director) prompt notice describing the circumstance of
Force Majeure, including the nature of the occurrence and its
expected duration, and continues to furnish daily reports with
respect thereto during the period of Force Majoure; and

(B)  the Non-Performing Party uses all reasonable efforts to
remedy its inability to perform.

74.2 Discussions: As soon as practicable after the occurrence of
the Force Majeure the Non-Performing Party shall discuss with the
Executive Committee how best to continue its operations and give
effect to its obligations so far as possible in accordance with
this Agreement.

75. NOTICES

75.1 Addresses: Save as otherwise expressly provided in the SSA
Arrangements, any notice or other communication to be given by
one Party to another under, or in connection with the matters
contemplated by, the SSA Arrangements shall be addressed to the
recipient and sent to the address, telex number or facsimile
number of such other Party given in the SSA Arrangements for the
purpose and marked for the attention of the person so given or to
such other address, telex number and/or facsimile number and/or
marked for such other attention as such other Party may from time
to time specify by notice given in accordance with this Clause 75
to the Party giving the relevant notice or other communication to
it.

75.2 Executive Committee: Any notice or other communication to be
given to the Executive Committee under, or in connection with the
matters contemplated by, the SSA Arrangements shall be sent to
the Secretary at the address, telex number or facsimile number
given in the SSA Arrangements for the purpose or to such other
address, telex number or facsimile number as the Secretary may
from time to time specify by notice given in accordance with this
Clause 75 to the Parties.

75.3 Deemed receipt: Save as otherwise expressly provided in the
SSA Arrangements, any notice or other communication to be given
by any Party to any other Party under, or in connection with the
matters contemplated by, the SSA Arrangements shall be in writing
and shall be given by letter delivered by hand or sent by first
class prepaid post (airmail if overseas) or telex or facsimile,
and shall be deemed to have been received:

75.3.1 in the case of delivery by hand, when delivered; or

75.3.2 in the case of first class prepaid post, on the second day
following the day of posting or (if sent airmail overseas or from
overseas) on the fifth day following the day of posting; or

75.3.3 in the case of telex, on the transmission of the automatic
answer-back of the addressee (where such transmission occurs
before 1700 hours on the day of transmission) and in any other
base on the day following the day of transmission; or

75.3.4 in the case of facsimile, on acknowledgement by the
addressee's facsimile receiving equipment (where such
acknowledgement occurs before 1700 hours on the day of
acknowledgement) and in any other case on the day following the
day of acknowledgement.

76. ASSIGNMENT

A Party shall not assign and/or transfer and shall not purport to
assign and/or transfer any of its rights and/or obligations under
the SSA Arrangements provided that any Party may assign by way of
security only all or any of its rights over receivables arising
under the SSA Arrangements.

77. COUNTERPARTS

This Agreement may be executed in any number of counterparts and
by the different Parties on separate counterparts, each of which
when executed and delivered shall constitute an original, but all
the counterparts shall together constitute but one and the same
instrument.

78. WAIVERS; REMEDIES NOT CUMULATIVE

78.1 Waivers: No delay by or omission of any Party in exercising
any right, power, privilege or remedy under the SSA Arrangements
shall operate to impair such right, power, privilege or remedy or
be construed as a waiver thereof. Any single or partial exercise
of any such right, power, privilege or remedy shall not preclude
any other or further exercise thereof or the exercise of any
other right, power, privilege or remedy.

78.2 Remedies not cumulative: The rights and remedies provided by
the SSA Arrangements to the Parties are exclusive and not
cumulative and exclude and are in place of all substantive (but
not procedural) rights or remedies express or implied and
provided by common law or statute in respect of the subject
matter of the SSA Arrangements (other than any such rights or
remedies provided under section 58 of the Act or any directions
(if any) issued thereunder), including without limitation any
rights any Party may possess in tort which shall include actions
brought in negligence and/or nuisance. Accordingly, each of the
Parties hereby waives to the fullest extent possible all such
rights and remedies provided by common law or statute, and
releases a Party which is liable to another (or others), its
officers, employees and agents to the same extent from all
duties, liabilities, responsibilities or obligations provided by
common law or statute in respect of the matters dealt with in
this Agreement and undertakes not to enforce any of the same
except as expressly provided herein.

78.3 Director's and Secretary of State's rights: For the
avoidance of doubt, the Parties acknowledge and agree that
nothing in the SSA Arrangements shall exclude or restrict or
otherwise prejudice or affect any of the rights, powers,
privileges, remedies, duties and obligations of the Secretary of
State or the Director under the Act or any Licence or otherwise
howsoever.

79. SEVERANCE OF TERM S

If for any reason whatever any provision of the SSA Arrangements
is or becomes invalid, illegal or unenforceable, or is declared
by any court of competent jurisdiction or any other Competent
Authority to be invalid, illegal or unenforceable or if such
Competent Authority:

(a)  refuses, or formally indicates an intention to refuse,
authorization of, or exemption to, any of the provisions of or
arrangements contained in the SSA Arrangements (in the case of a
refusal either by way of outright refusal or by way of requiring
the amendment or deletion of any provision of the SSA
Arrangements and/or the inclusion of any provision in the SSA
Arrangements and/or the giving of undertakings or the acceptance
of conditions as to future conduct before such authorisation or
exemption can be granted); or

(b)  formally indicates that to continue to operate any provision
of the SSA Arrangements may expose the Parties to sanctions under
any law, order, enactment or regulation, or requests any Party to
give undertakings or to accept conditions as to future conduct in
order that such Party may not be subject to such sanctions

and, in all cases, whether initially or at the end of any earlier
period or periods of exemption then, in any such case, the
Parties will negotiate in good faith with a view to agreeing one
or more provisions which may be substituted for such invalid,
unenforceable or illegal provision which substitute provision(s)
is(are) satisfactory to the Competent Authority(ies) and
produce(s) as nearly as is practicable in all the circumstances
the appropriate balance of the commercial interests of the
Parties.

80.  ENTIRE AGREEMENT

The SSA Arrangements contain or expressly refer to the entire
agreement between the Parties with respect to the subject matter
hereof and expressly exclude any warranty, condition or other
undertaking implied at law or by custom and supersedes all
previous agreements and understandings between the Parties with
respect thereto and each of the Parties acknowledges and confirms
that it does not enter into this Agreement in reliance on any
representation, warranty or other undertaking not fully reflected
in the terms of the SSA Arrangements.

8 1. LANGUAGE

Each notice, instrument, certificate or other document to be
given by one Party to another hereunder shall be in the English
language.

82.  RESTRICTIVE TRADE PRACTICES ACT 1976

If after the commencement of section 100 of the Act (the "RTP
Section") this Agreement is subject to registration under the
Restrictive Trade Practices Act 1976 then NGC undertakes, no
earlier than five months but no later than six months after the
commencement of the RTP Section, to furnish to the Director
General of Fair Trading particulars of this Agreement and of any
agreement of which it forms part. Before furnishing such
particulars NGC will consult with the Founder Generators and the
Founder Suppliers as to the nature of the particulars to be so
furnished and will consult with the Founder Generators and
Founder Suppliers regularly regarding the progress of discussions
with the Director General of Fair Trading in regard to the
agreement(s) so furnished.

83.  ARBITRATION

83.1 Referral to arbitration: Save where expressly stated in this
Agreement to the contrary and subject to any contrary provision
of the Act or any Licence or the rights, powers, duties and
obligations of the Director or the Secretary of State under the
Act, any Licence or otherwise howsoever, any dispute or
difference of whatever nature howsoever arising under, out of or
in connection with the SSA Arrangements between any one or more
Parties shall be and is hereby referred to arbitration pursuant
to the arbitration rules of the Electricity Arbitration
Association in force from time to time.

83.2 Proper law: Whatever the nationality, residence or domicile
of any Party and wherever the dispute or difference or any part
thereof arose the law of England shall be the proper law of any
reference to arbitration hereunder and in particular (but not so
as to derogate from the generality of the foregoing) the
provisions of the Arbitration Acts 1950 (notwithstanding anything
in section 34 thereof) to 1979 shall apply to any such
arbitration wherever the same or any part of it shall be
conducted.

83.3 Third Party Claims fl): Subject always to Clause 83.6, if
any tariff customer (as defined in section 22(4) of the Act)
brings any legal proceedings in any court (as defined in the
Rules of the Supreme Court 1965 and in the County Courts Act
1984) against one or more persons, any of which is a Party (the
"Defendant Contracting Party"), and the Defendant Contracting
Party wishes to make a Third Party Claim (as defined in Clause
83.5) against any other Party (a "Contracting Party") which would
but for this Clause 83.3 have been a dispute or difference
referred to arbitration by virtue of Clause 83.1 then,
notwithstanding the provisions of Clause 83.] which shall not
apply and in lieu of arbitration, the court in which the legal
proceedings have been commenced shall hear and completely
determine and adjudicate upon the legal proceedings and the Third
Party Claim not only between the tariff customer and the
Defendant Contracting Party but also between either or both of
them and any other Contracting Party whether by way of third
party proceedings (pursuant to the Rules of the Supreme Court
1965 or the County Court Rules 1981) or otherwise as may be
ordered by the court.

83.4 Third Party Claims (2): Where a Defendant Contracting Party
makes a Third Party Claim against any Contracting Party and such
Contracting Party wishes to make a Third Party Claim against a
further Contracting Party the provisions of Clause 83.3 shall
apply mutatis mutandis as if such Contracting Party had been the
Defendant Contracting Party and similarly in relation to any such
further Contracting Party.

83.5 Third Party Claims (3): For the purposes of this Clause 83
"Third Party Claim" shall mean:

83.5.1 any claim by a Defendant Contracting Party against a
Contracting Party (whether or not already a party to the legal
proceedings) for any contribution or indemnity; or

83.5.2 any claim by a Defendant Contracting Party against such a
Contracting Party for any relief or remedy relating to or
connected with the subject matter of the legal proceedings and
substantially the same as some relief or remedy claimed by the
tariff customer; or

83.5.3 any requirement by a Defendant Contracting Party that any
question or issue relating to or connected with the subject
matter of the legal proceedings should be determined not only as
between the tariff customer and the Defendant Contracting Party
but also as between either or both of them and a Contracting
Party (whether or not already a party to the legal proceedings).

83.6 Limitation: Clause 83.3 shall apply only if at the time the
legal proceedings are commenced no arbitration has been commenced
between the Defendant Contracting Party and another Contracting
Party raising or involving the same or substantially the same
issues as would be raised by or involved in the Third Party
Claim. The tribunal in any arbitration which has been commenced
prior to the commencement of legal proceedings shall determine
the question, in the event of dispute, whether the issues raised
or involved are the same or substantially the same.

84.  JURISDICTION

84.1 Submission to jurisdiction: Subject and without prejudice to
Clauses 83 and 84.4, all the Parties irrevocably agree that the
courts of England are to have exclusive jurisdiction to settle
any disputes which may arise out of or in connection with the SSA
Arrangements and that accordingly any suit, action or proceeding
(together in this Clause 84 referred to as "Proceedings") arising
out of or in connection with the SSA Arrangements may be brought
in such courts.

84.2 Waiver: Each Party irrevocably waives any objection which it
may have now or hereafter to the laying of the venue of any
Proceedings in any such court as is referred to in this Clause
and any claim that any such Proceedings have been brought in an
inconvenient forum and further irrevocably agrees that a judgment
in any Proceedings brought in the English courts shall be
conclusive and binding upon such Party and may be enforced in the
courts of any other jurisdiction.

84.3 Agent for service of process: Each Party which is not
incorporated in any part of England or Wales agrees that if it
does not have, or shall cease to have, a place of business in
England or Wales it will promptly and hereby does appoint the
Settlement System Administrator (or such other person as shall be
acceptable to the Executive Committee) irrevocably to accept
service of process on its behalf in any Proceedings in England.

84.4 Arbitration: For the avoidance of doubt nothing contained in
the foregoing provisions of this Clause 84 shall be taken as
permitting a Party to commence Proceedings in the courts where
this Agreement otherwise provides for Proceedings to be referred
to arbitration.

85.  GOVERNING LAW

The SSA Arrangements shall be governed by, and construed in all
respects in accordance with, English law.

IN WITNESS whereof this Agreement has been duly executed the day
and year first above written

<PAGE>
                           SCHEDULE 1
                                
      This Schedule reflects parties as at 30th March, 1990
                                
                     The Founder Generators
                                            
Name                       Registered       Registered or
                             Number         Principal Office
                                            
National Power PLC          2366963         Sudbury House
                                            15 Newgate Street
                                            London EC1A 7AU
                                            
PowerGen pie                2366970         53 New Broad Street
                                            London EC2M 1JJ
                                            
Nuclear Electric pie        2264251         Barnett Way
                                            Barnwood
                                            Gloucester GL4 7RS
                                            
The National Grid           2366977         National Grid House
Company plc                                 Sumner Street
(Pumped Storage                             London SE1 9JU
Business
Division)
                                            
Electricite de                 -            3 Rue de Messine
France, Service                             75008 Paris
National                                    France
                                            
Scottish Power pie           117120         Cathcart House
                                            Spean Street
                                            Glasgow G44 4BE
                                            Scotland
                                            
Scottish                     117119         16 Rothesay Terrace
Hydro-Electric PLC                          Edinburgh EH3 7SE
                                            Scotland
                                            
British Nuclear             1002607         Risley
Fuels plc                                   Warrington
                                            Cheshire WAS 6AS
                                            
The United Kingdom             -            11 Charles II Street
Atomic Energy                               London SW1 4QT
Authority
                                            
Central Power               2251099         Mucklow Hill
Limited                                     Halesowen
                                            West Midlands B62
                                            8BP
                                            
                                           
<PAGE>
                                
                           SCHEDULE 2

    This Schedule reflects the parties as at 30th March, 1990

                      The Founder Suppliers

                             Part A

                  Public Electricity Suppliers
                                            
Name                       Registered       Registered or
                             Number         Principal Office
                                            
Eastern Electricity         2366906         Wherstead Park
pie                                         Wherstead
                                            Ipswich
                                            Suffolk
                                            IP9 2AQ
                                            
East Midlands               2366923         398 Coppice Road
Electricity pie                             Arnold
                                            Nottingham
                                            NG5 7HX
                                            
London Electricity          2366852         Templar House
pie                                         81-87 High Holborn
                                            London WC1V 6NU
                                            
Manweb plc                  2366937         Sealand Road
                                            Chester
                                            CH1 4LR
                                            
Midlands Electricity        2366928         Mucklow Hill
pie                                         Halesowen
                                            West Midlands
                                            B62 8BP
                                            
Northern Electric           2366942         Carliol House
pie                                         Market Street
                                            Newcastle upon Tyne
                                            NE1 ONE
                                            
NORWEB pie                  2366949         Talbot Road
                                            Manchester M 16 ONE
                                            
SEEBOARD pie                2366867         Grand Avenue
                                            Hove
                                            East Sussex
                                            BN3 2LS
                                            
Southern Electric           2366879         Littlewick Green
pie                                         Maidenhead
                                            Berkshire
                                            SL6 3QB
                                            
South Wales                 2366985         Newport Road
Electricity pie                             St Mellons
                                            Cardiff
                                            CF3 9XW
                                            
South Western               2366894         800 Park Avenue
Electricity pie                             Aztec West
                                            Almondsbury
                                            Bristol
                                            BS 12 4SE
                                            
Yorkshire                   2366995         Wetherby Road
Electricity Group                           Scarcroft
pie                                         Leeds
                                            LS14 3HS
                                            
<PAGE>
                             Part B

                      Second Tier Suppliers
                                            
Name                       Registered       Registered or
                             Number         Principal Office
                                            
National Power PLC          2366963         Sudbury House
                                            15 Newgate Street
                                            London
                                            EC1A 7AU
                                            
PowerGen plc                2366970         53 New Broad Street
                                            London
                                            EC2M 1JJ
                                            
Nuclear Electric plc        2264251         Barnett Way
                                            Barnwood
                                            Gloucester
                                            GL4 7RS
                                            
SEEBOARD plc                2366867         Grand Avenue
                                            Hove
                                            East Sussex
                                            BN3 2LS
                                            
British Nuclear             1002607         Risley
Fuels pie                                   Warrington
                                            Cheshire
                                            WAS 6AS
                                            
                                            
<PAGE>                                
                             Part C

                             Others

                                            
Name                       Registered       Registered or
                             Number         Principal Office
                                            
Electricite de                 -            3 Rue de Messine
France, Service                             75008
National                                    Paris
                                            France
                                            
Scottish Power pie           117120         Cathcart House
                                            Spean Street
                                            Glasgow G44 4BE
                                            Scotland
                                            
Scottish                     117119         16 Rothesay Terrace
Hydro-Electric PLC                          Edinburgh EH3 7SE
                                            Scotland

<PAGE>
                           SCHEDULE 3

                   Form of Accession Agreement

THIS SUPPLEMENTAL AGREEMENT is made on [ ] BETWEEN:

(1)  [ ], a company incorporated [with limited liability] under
the laws of [ ] [(registered number [ ])] and having its
[registered] [principal] office at [ ] (the "New Party"); and

(2)  [ ] (the "Nominees) on behalf of all the parties to the
Pooling and Settlement Agreement referred to below.

WHEREAS :

(A)  by an agreement dated 30th March, 1990 made between the
Founder Generators named therein (1), the Founder Suppliers named
therein (2), NGC Settlements Limited now known as Energy
Settlements and Information Services Limited as Settlement System
Administrator (3), Energy Pool Funds Administration Limited as
Pool Funds Administrator (4), The National Grid Company pie as
Grid Operator and Ancillary Services Provider (5), and Scottish
Power pie and Electricite de France, Service National as
Externally Interconnected Parties (6) (as amended, varied,
supplemented, modified or suspended, the "Pooling and Settlement
Agreement") the parties thereto agreed to give effect to and be
bound by certain rules and procedures for the operation of an
electricity trading pool and the operation of a settlement
system; and

(B)  the New Party has requested that it be admitted as a Party
pursuant to Clause 3 of the Pooling and Settlement Agreement and
each of the Parties hereby agrees to such admission.

NOW IT IS HEREBY AGREED as follows:

1.   Unless the context otherwise requires, words and expressions
deemed in the Pooling and Settlement Agreement shall bear the
same meanings respectively when used herein.

2.   The Nominee (acting on behalf of each of the Parties) hereby
admits the New Party as an additional Party under the Pooling and
Settlement Agreement on the terms and conditions hereof and with
effect from [insert effective date of admission! .

3.   The New Party hereby accepts its admission as a Party and
undertakes with the Nominee (acting on behalf of each of the
Parties) to perform and to be bound by the terms and conditions
of the Pooling and Settlement Agreement as a Party as from the
[insert effective date of admission].

4.   For all purposes in connection with the Pooling and
Settlement Agreement the New Party shall as from the [insert
effective date of admission] be treated as if it had been a
signatory of the Pooling and Settlement Agreement as a
[[Generator]/[Supplier]/[Externally Interconnected Party]]*, and
as if this Agreement were part of the Pooling and Settlement
Agreement, and the rights and obligations of the Parties shall be
construed accordingly.

5.   This Agreement and the Pooling and Settlement Agreement
shall be read and construed as one document and references in the
Pooling and Settlement Agreement to the Pooling and Settlement
Agreement (howsoever expressed) shall be read and construed as
references to the Pooling and Settlement Agreement and this
Agreement.

6.   This Agreement shall be governed by and construed in all
respects in accordance with English law and the provisions of
Clauses 83 and 84 of the Pooling and Settlement Agreement shall
apply hereto mutate mutants.

AS WITNESS the hands of the duly authorised representatives of
the parties hereto the day and year first above written

[New Party]

By:

Notice details (Clause 75 of the Pooling and Settlement
Agreement)

Address:

Telex number:

Facsimile number:

Attention:

"Nominee]

(for and on behalf of each of the parties to the Pooling and
Settlement Agreement)

By:

* Delete/complete as appropriate.

Note: this form will require adaptation in the circumstances
described in Clauses 3.11 to 3.14 inclusive.

<PAGE>
                           SCHEDULE 4
   Terms of Engagement of the Settlement System Administrator
                            Contents

1.  DEFINITIONS

1.1  Definitions
1.2  Executive Committee's and Contract Manager's - obligations

2.   ORDERING AND PROVISION OF SERVICES

3.   THE SETTLEMENT SYSTEM ADMINISTRATOR'S CHARGES

4.   STANDARD OF CARE, LIMITATION OF LIABILITY AND INDEMNITY

4.1  Standard of care
4.2  Service Line
4.3  Limitation of liability
4.4  Death and personal injury
4.5  Exclusion of certain types of loss
4.6  Trust
4.7  Survival
4.8  Saving
4.9  Full negotiation
4.10 Indemnity

5.   PERSONNEL

5.1  Standard of Personnel
5.2  Account Manager
5.3  Contract Manager
5.4  Restriction on recruiting Personnel

6.   DUTIES AND RESPONSIBILITIES OF THE
     SETTLEMENT SYSTEM ADMINISTRATOR

6.1  The Settlement System
6.2  Back-up arrangements
6.3  Metering
6.4  Works Programmes
6.5  Recommendations
6.6  Records
6.7  Provision of information (1 )
6.8  Provision of information (2)
6.9  Provision of information (3)
6.10 Pool Rules
6.11 Arrangements with the Grid Operator and Ancillary Services
      Provider
6.12 Arrangements with the Pool Funds Administrator
6.13 Notification of arrangements
6.14 Estimates
6.15 Advisory obligations
6.16 Quality management system and procedures
6.17 Documentation
6.18 Long term forecasting procedures
6.19 Provision of Hardware
6.20 Performance Improvement Programme
6.21 Data input,and validation

7.   PERFORMANCE OF DUTIES

7.1  Independent contractor
7.2  Delegation

8.   RESPONSIBILITIES FOR THE SSA SYSTEM

8.1  The SSA System
8.2. Developed software
8.3  Licensed software
8.4  Third party maintenance
8.5  SSA System changes
8.6  Maintenance of the SSA System Software
8.7  Notification of commercial use

9.   SOFTWARE

9.1  Definitions
9.2  Representations and Warranties

10.  MAINTENANCE ARRANGEMENTS

11.  AUDIT ACCESS

12.  INSURANCE RESPONSIBILITIES

12.1 Insurance requirements
12.2 Application of proceeds
12.3 Information requirements
12.4 Default
12.5 Change in insurance requirements

13.  TERMINATION OF THE APPOINTMENT OF ESIS

13.1 Termination
13.2 Termination pursuant to Clause 67.4

14.  RESIGNATION BY ESIS

15.  REMOVAL OF ESIS AFTER 31ST MARCH, 1999

16.  REMOVAL OF ESIS ON OR BEFORE 31ST MARCH, 1999

17.  REMOVAL OF ESIS

17.1 Breach of obligations capable of remedy
17.2 Breach of obligations incapable of remedy
17.3 Insolvency
17.4 Change of Status
17.5 Removal Procedure

18.  POWERS OF EXECUTIVE COMMITTEE ON RESIGNATION AND REMOVAL

19.  APPOINTMENT OF SUCCESSOR SETTLEMENT SYSTEM ADMINISTRATOR

19.1 Approval of the Director
19.2 Discharge

20.  CONTINUATION OF SERVICES

20.1 Continuation of Services
20.2 Post-Termination Services
20.3 Extension Period Charges
20.4 Post-Termination Period Charges
20.5 Two year limit
20.6 Full force and effect

21. TRANSFER OF SERVICES, RESPONSIBILITIES AND ASSETS

21.1 Transfer of services, responsibilities and assets
21.2 Asset Transfer Costs
21.3 Transition services
21.4 Disputes

22.  ALLOCATION OF COSTS ON RESIGNATION

23.  ALLOCATION OF COSTS ON REMOVAL AFTER 31ST MARCH, 1999

24.  ALLOCATION OF COSTS ON REMOVAL ON OR BEFORE 31ST MARCH,
                                                1999

25.  ALLOCATION OF COSTS ON REMOVAL

26.  REIMBURSEMENT BY POOL MEMBERS

27.  DIRECTOR'S INVOLVEMENT

28.  POOL MEMBER AND EXECUTIVE COMMITTEE BREACHES

29.  VARIATION OF SERVICE LINES

30.  EXTENSION OF TIME

31.  CONTRACT MANAGEMENT RULES

31.1 Contract Management Rules
31.2 Amendments to the Contract Management Rules

32.  GROSS MARGIN

32.1 Auditor's Report
32.2 Negotiations

33.  FORCE MAJEURE

34.  CONFIDENTIAILITY

35.  NOTICES

APPENDIX


1.  DEFINITIONS

1.1. Definitions: In this Schedule and the Appendix hereto,
except where the context otherwise requires:

"Account Manager" means the person or his alternate who has been
nominated as such by the Settlement System Administrator in
accordance with sub-section 5.2;

"Anticipated Fixed Standing Charges" has the meaning given to
that term in the Appendix hereto;

"Committed Additional Services Charges" has the meaning given to
that term in the Appendix hereto;

"Compensation" means the aggregate of:

(a)  75 per cent. of the Profit Element attributable to the
Anticipated Fixed
Standing Charges; and

(b)  the Profit Element attributable to the Committed Additional
Services Charge;

"Contract Management Rules" means the procedures of that name in
the agreed form as amended, modified or varied in accordance with
sub-section 31.2;

"Contract Manager" means the person or his alternate who has been
nominated as such by the Executive Committee in accordance with
sub-section 5.3;

"Deferred Settlement Project Expenditure" has the meaning given
to that term in the Appendix hereto;

"Extension Notice" has the meaning given to that term in
sub-section 20.1;

"Extension Period" has the meaning given to that term in
sub-section 20.1;

"Gross Margin"' means, in respect of each SSA Accounting Period,
the aggregate of all Total Sums Due invoiced in respect of such
SSA Accounting Period less those costs which can be directly
related to the provision of Services hereunder (but disregarding
for the purposes of such costs, tax, interest charges and
Infrastructure Costs);

"Infrastructure" means those assets and resources which are not
dedicated to or directly attributable to the provision of part or
parts of the Services. For the avoidance of doubt, Infrastructure
includes the general manager, finance staff, personnel staff and
procurement staff and the buildings (or parts thereof)
attributable to such staff;

"Infrastructure Costs" means those costs incurred by the
Settlement System Administrator in the provision of
Infrastructure. For the avoidance of doubt, Infrastructure Costs
include the following costs to the extent that they are not
directly attributable to a part or parts of the Services:

(a)  legal except where (i) such costs are agreed to be treated
as Third Party Costs, or (ii) such costs relate to the third (or
more) Supplemental Agreement in an SSA Accounting Period, in
which case they shall not be treated as Infrastructure Costs;

(b)  training;

(c)  audit;

(d)  insurance;

(e) travelling;

(f)  public relations;

(g)  general depreciation; and

(h)  group charges,

but do not include professional indemnity insurance costs or
costs related to Deferred Settlement Project Expenditure;

"in the agreed form" means in a form which is agreed on the one
hand by either the Account Manager or the Settlement System
Administrator and on the other hand by either the Contract
Manager or the Executive Committee;

"Irremediable Removal Notice" means a notice given by the
Executive Committee to the Settlement System Administrator
pursuant to sub-section 17.2, 17.3 or (as the context may
require) 17.4;

"Menus of Prices" has the meaning given to that term in the
Appendix hereto;

"Order" has the meaning given to that term in the Appendix
hereto;

"Outstanding Liabilities" means all liabilities incurred by the
Settlement System Administrator in providing the Services or to
enable it to provide the Services and which as at the Termination
Date remain to be discharged in whole or in part, other than the
Pool Agreed Liabilities;

"Performance Improvement Programme" means a programme agreed
between the Executive Committee and the Settlement System
Administrator in accordance with Section 10 of Part B of the
Appendix hereto to improve the cost-effectiveness of Services;

"Pool Agreed Liabilities" means all liabilities (including
Deferred Settlement Project Expenditure) incurred by the
Settlement System Administrator under any contract or arrangement
entered into or renewed by the Settlement System Administrator at
the express written request or with the express written approval
of the Executive Committee or the Contract Manager and which as
at the Termination Date remain to be discharged in whole or in
part;

"Pool Apportioned Outstanding Liabilities" means all Outstanding
Liabilities which as at the Termination Date and according to
their terms at such date fall to be discharged on or before 31st
March, 1999 provided that no such Outstanding Liability may be
treated as a Pool Apportioned Outstanding Liability:

(a)  where the Settlement System Administrator accounts for such
Outstanding Liability during the period following the giving of a
Removal Notice on a different basis from that used to account for
such Outstanding Liability on the date which is 12 months prior
to such Removal Notice, unless the Executive Committee or the
Contract Manager has consented to such different basis (such
consent not to be unreasonably withheld) or such different basis
of accounting is required by law or applicable accounting
standard; or

(b)  to the extent that the amount of the Outstanding Liability
increases in a non-immaterial respect after the giving of a
Removal Notice except where such increase is necessary for the
Settlement System Administrator to provide Services under an
Order;

"Post-Termination Period" means a period of up to twelve months
after the Termination Date;

"Profit Element" means the Gross Margin for the twelve month
period ending on the date of the Removal Notice as reported by
the Settlement System Administrator's auditor pursuant to
sub-section 32.1, reduced by 9.4 per cent. on account of overhead
costs;

"Remediable Removal Notice" means a notice given by the Executive
Committee to the Settlement System Administrator pursuant to
sub-section 17.1;

"Removal Notice" means a notice given by the Executive Committee
to the Settlement System Administrator pursuant to Section 15 or
16 or (as the case may be) sub-section 17.5;

"Resignation Notice" means a notice given by ESIS to the
Executive Committee and the Director pursuant to Section 14;

"Service Line" means a legally binding operating document which
is agreed for the time being and from time to time by the
Settlement System Administrator and the Executive Committee to be
a Service Line in respect of a particular Service;

"Services" has the meaning given to that term in the Appendix
hereto;

"Sole Supplier Index" has the meaning given to that term in the
Appendix hereto;

"SSA Accounting Period" means each successive period of 12 months
beginning on 1st April in each year or of such other length
and/or beginning on such other date as may be agreed between the
Settlement System Administrator and the Executive Committee. The
first SSA Accounting Period shall begin on 1st April, 1994;

"SSA Apportioned Outstanding Liabilities" means all Outstanding
Liabilities other than the Pool Apportioned Outstanding
Liabilities;

"Termination Date" means the date upon which the appointment of
ESIS as Settlement System Administrator is terminated pursuant to
Section 13.2, 14, 15, 16 or (as the contest may require) 17, as
the same may be postponed pursuant to Section 20;

"Third Party Costs" has the meaning given to that term in the
Appendix hereto;

"Total Sums Due" has the meaning given to that term in the
Appendix hereto; and

"Transition Costs" means:

(a)  the costs incurred by the Settlement System Administrator
during the period from the date of the Removal Notice or the
Resignation Notice to the Termination Date in providing
reasonable training for the person who becomes the successor
Settlement System Administrator, such training to be a single
programme delivered once and to be to the same standards and to
use the same practices and procedures as are then set out in the
Service Lines at the date on which the consultation procedure
prior to serving a Removal Notice or a Resignation Notice
commences;

(b)  reasonable costs incurred by the Settlement System
Administrator in supporting The commissioning and proving of the
successor Settlement System such that the successor Settlement
System Administrator is capable of operating on the same basis
and to The same frequencies as are set out in the Service Lines
at the date on which the consultation procedure prior to serving
a Removal Notice or a Resignation Notice commences;

(c)  the costs incurred by the Settlement System Administrator in
physically moving, relocating or handing over to the successor
Settlement System Administrator The property required to be made
available by ESIS (but not, for the avoidance of doubt, The
consideration payable therefor);

(d)  the costs incurred by the Settlement System Administrator in
preparing and supplying to The successor Settlement System
Administrator procedural or practice documentation not already
recorded in writing; and

(e)  the travelling and accommodation costs of the Settlement
System Administrator's employees in attending upon the successor
Settlement System Administrator for all or any of the purposes in
paragraph (a), (b) or (c) above.

1.2  Executive Committee's and Contract Manager's obligations:
Where in this Schedule and the Appendix hereto an obligation is
expressed to be undertaken by the Executive Committee or the
Contract Manager, The Pool Members shall procure that the
Executive Committee or, as the case may be, the Contract Manager
performs that obligation and any breach, failure or action on the
part of the Executive Committee or the Contract Manager shall be
deemed to be a breach, failure or action on The part of all Pool
Members.

2.   ORDERING AND PROVISION OF SERVICES

Ordering and provision of Services: Services shall be Ordered and
provided in accordance with and pursuant to The Appendix hereto
and The provisions of chat Appendix shall have effect.

3.   THE SETTLEMENT SYSTEM ADMINISTRATOR'S CHARGES

Payment for Services: The Settlement System Administrator shall
be entitled to recover from the Pool Members and Parties charges
in accordance with and pursuant to the Appendix hereto.

4.  STANDARD OF CARE, LIMITATION OF LIABILITY AND INDEMNITY

4.1  Standard of care: Subject to sub-section 4.2, in the
exercise of its duties and responsibilities under the SSA
Arrangements the Settlement System Administrator shall exercise
that degree of care, diligence, skill and judgment which would
ordinarily be expected of a reasonably prudent operator of the
Settlement System taking into account the circumstances actually
known to the Settlement System Administrator, its officers and
employees at the relevant time or which ought to have been known
to it or them had it or they made such enquiries as were
reasonable in the circumstances. In particular, but without
prejudice to the generality of the foregoing, in the absence of
directions and instructions given to it by the Executive
Committee or the Contract Manager under the SSA Arrangements and
having due regard to the constraints imposed on the Settlement
System Administrator by the Charging Procedure and the resources
available to it, the Settlement System Administrator shall at all
times conduct itself in a manner calculated to achieve the
principal objects and purpose of the Agreement set out in Clauses
4.1.2 and 4.1.3.

4.2  Service Line: If the standard required of the Settlement
System Administrator for the performance of a Service is included
in the Service Line for that Service, such standard shall be
deemed to be the standard to which the Settlement System
Administrator will be required to perform to discharge its duty
of care under sub-section 4.1 in respect of that Service.

4.3  Limitation of liability: Subject to sub-section 4.4 and save
where any provision of this Agreement provides for an indemnity,
each Party agrees and acknowledges that neither the Settlement
System Administrator nor any of its officers, employees or agents
shall be liable to any of the other Parties for loss arising from
any breach of the SSA Arrangements other than for loss directly
resulting from such breach and which at the date of this
Agreement was reasonably foreseeable as not unlikely to occur in
the ordinary course of events from such breach in respect of:

(i)  physical damage to the property of any of the other Parties
or its or their respective officers, employees or agents; and/or

(ii) the liability of any such other Party to any other person
for loss in respect of physical damage to the property of any
other person.

4.4  Death and personal injury: Nothing in the SSA Arrangements
shall exclude or limit the liability of the Settlement System
Administrator for death or personal injury resulting from the
negligence of the Settlement System Administrator or any of its
officers, employees or agents and the Settlement System
Administrator shall indemnify and keep indemnified each of the
other Parties, its officers, employees and agents from and
against all such and any loss or -liability which any such other
Party may suffer or incur by reason of any claim on account of
death or personal injury resulting from the negligence of the
Settlement System Administrator or any of its officers, employees
or agents.

4.5  Exclusion of certain types of loss: Subject to sub-section
4.4 and save where any provision of this Agreement provides for
an indemnity, neither the Settlement System Administrator nor any
of its officers, employees or agents shall in any circumstances
whatsoever be liable to any of the other Parties for:

(i)  any loss of profit, loss of revenue, loss of use, loss of
contract or loss of goodwill; or

(ii) any indirect or consequential loss; or

(iii) loss resulting from the liability of any other Party to any
other person howsoever and whensoever arising save as provided in
paragraph 4.3(ii) and sub-section 4.4.

4.6  Trust: Each Party acknowledges and agrees that each of the
other Parties holds the benefit of sub-sections 4.3, 4.4 and 4.5
for itself and as trustee and agent for its officers, employees
and agents.

4.7  Survival: Each of sub-sections 4.3, 4.4, 4.5 and 4.6 shall:

(i)  be construed as a separate and severable contract term, and
if one or more of such sub-sections is held to be invalid,
unlawful or otherwise unenforceable the other or others of such
sub-sections shall remain in full force and effect and shall
continue to bind the Parties; and

(ii) survive termination of the appointment of ESIS as Settlement
System Administrator.

4.8 Saving: For the avoidance of doubt, nothing in this Section 4
shall prevent or restrict any Party enforcing any obligation
(including suing for a debt) owed to it under or pursuant to this
Agreement.

4.9  Full negotiation: Each Party acknowledges and agrees that
the foregoing provisions of this Section 4 have been the subject
of discussion and negotiation and are fair and reasonable having
regard to the circumstances as at the date of this Agreement.

4.10 Indemnity:

(a)  In this sub-section 4.10 "Losses" means all losses, costs,
damages, expenses, liabilities and claims suffered or reasonably
incurred by the Settlement System Administrator, its officers,
employees or agents.

(b)  Each Pool Member (or, in the case of any agreement entered
into for or on behalf of any class of Pool Members, each Pool
Member of that class) shall (but only in respect of its
Contributory Share at the time of receipt of the request for
indemnification) severally indemnify and keel; indemnified the
Settlement System Administrator, its officers, employees and
agents against all Losses arising directly or indirectly out of a
third party claim made against the Settlement System
Administrator, its officers, employees or agents under or
pursuant to any agreement which the Settlement System
Administrator, against an Order or a request of the Executive
Committee issued or made as permitted by Part E of the Appendix
hereto, has entered into as agent for, or otherwise on behalf of,
the Pool Members and/or any class of Pool Members and/or the
Executive Committee (other than any Losses recoverable under the
Charging Procedure or arising from the wilful default, bad faith
or negligence of, or breach of its obligations under the SSA
Arrangements by, the Settlement System Administrator, its
officers, employees or agents). For the purposes of this
sub-section 4.10 the Pool Members in general meeting shall be
deemed to have approved the Escrow Agreement and each Accession
Agreement executed prior to 1st October, 1991 and the relevant
class of Pool Members which are parties thereto shall be deemed
to have approved each deed of indemnity entered into in favour of
a Pool Chairman where his period of appointment began on or
before 1st April, 1993.

5.   PERSONNEL

5.1  Standard of Personnel: In and for the performance of the
Services the Settlement System Administrator shall engage only
persons who are to the Settlement System Administrator's
knowledge suitably qualified, skilled and honest and shall (where
appropriate) provide such persons with the requisite training her
the work which they are to perform.

5.2  Account Manager: The Settlement System Administrator:

(a)  shall from time to time, after consultation with the Chief
Executive, nominate a person with responsibility for liaison with
the Contract Manager regarding the provision of the Services;

(b)  may also from time to time nominate up to two alternates for
that person; and

(c)  shall have the right to remove the Account Manager at any
time provided that the Settlement System Administrator shall
ensure that there shall at all times be an Account Manager.

The Settlement System Administrator shall notify the Executive
Committee forthwith in writing of each nomination and removal of
an Account Manager and shall procure that the Account Manager
shall be available to be contacted by the Contract Manager at all
reasonable times during the provision of the Services.

5.3 Contract Manager: The Executive Committee:

(a)  shall from time to time, after consultation with the
Settlement System Administrator, nominate a person with
responsibility for liaison with the Account Manager regarding the
provision of the Services;

(b)  may also from time to time nominate up to two alternates for
that person; and

(c)  shall have the right to remove the Contract Manager at any
time provided that the Executive Committee shall ensure that
there shall at all tines be a Contract Manager.

The Executive Committee shall notify the Settlement System
Administrator forthwith in writing of each nomination and removal
of a Contract Manager and shall procure that the Contract Manager
shall be available to be contacted by the Account Manager at all
reasonable times.

5.4 Restriction on recruiting Personnel:

5.4.1 From 1st April, 1994 until the date falling twelve months
(or such other period as the Settlement System Administrator and
the Executive Committee may agree) after the Termination Date or,
if there is a PostTermination Period, the last day of the
Post-Termination Period:

(a)  ESIS shall not without the prior written consent of the
Chief Executive employ, solicit or entice or endeavour to solicit
or entice away from the Chief Executive's Office any person who
at that time is, or was within the previous six months, an
employee or member of staff of the Chief Executive's Of lice or
of another person seconded to the Chief Executive's Office; and

(b)  Pool Members shall procure that neither the Chief Executive
nor any member of the Chief Executive's Office nor any Committee
Member shall without the prior written consent of ESIS employ,
solicit or entice or endeavour to solicit or entice away from
ESIS any person who at that time is, or was within the previous
six months, an employee or member of staff of ESIS.

Each undertaking contained in this paragraph 5.4.1 shall be
construed as a separate undertaking and if one or more of the
undertakings is held to be against the public interest or
unlawful or in any way an unlawful restraint of trade, the
remaining undertakings shall continue to bind the relevant Party.

5.4.2 Breach by ESIS of its obligations under paragraph 5.4.1 (a)
above shall not entitle the Executive Committee to terminate the
appointment of ESIS as Settlement System Administrator under this
Agreement and breach by a Pool Member of its obligations under
paragraph 5.4.1 (b) above shall not constitute a breach by a Pool
Member of its obligations for the purposes of Section 28, but in
each case shall only entitle such other party to claim damages or
to bring proceedings for an injunction.

6.   DUTIES AND RESPONSIBILITIES OF THE SETTLEMENT SYSTEM
     ADMINISTRATOR

Responsibilities: Without prejudice to the generality of the
duties, responsibilities and obligations of the Settlement System
Administrator provided elsewhere in the SSA Arrangements, the
Settlement System Administrator shall:

6.1 The Settlement System: Comply with its obligations under the
SSA Arrangements in respect of the day-to-day operation of the
Settlement System;

6.2 Back-up arrangements: In accordance with Service Line 7
(Disaster Recovery), maintain back-up arrangements for the
day-to-day operation of the Settlement System;

6.3 Metering: Comply with its obligations under Part XV of and
Schedule 21 to this Agreement;

6.4 Works Programmes: Subject to the availability of resources,
co-operate in the preparation, finalisation and implementation of
all Works Programmes in respect of which the Settlement System
Administrator is not appointed Works Programme Manager;

6.5  Recommendations: At the invitation of the Executive
Committee or of its own initiative, recommend to the Executive
Committee changes to the Settlement System and the SSA
Arrangements;

6.6 Records: In accordance with Service Line 6 (Off-site
Security), on the instruction of the Executive Committee maintain
such records, data and other information as the Pool Auditor may
from time to time by notice in reasonable detail to the Executive
Committee require for the purposes of Part BY of this Agreement
provided that this obligation shall cease to apply to the
Settlement System Administrator following its resignation or
removal;

6.7  Provision of information (1): Subject to any statutory or
Licence obligations, provide the Executive Committee upon request
with reports, data and other information concerning the
Settlement System (other than information which is exclusively
confidential to and the property of the Settlement System
Administrator) required by the Executive Committee and which the
Settlement System Administrator is required to retain under
sub-section 6.6. Each of the Parties agrees to the release of all
such reports, data and other information in the circumstances
described in this sub-section 6.7;

6.8 Provision of information (2): Provide the Pool Auditor upon
request with reports, data and other information concerning the
Settlement System required by the Pool Auditor and which the
Settlement System Administrator is required to retain under
sub-section 6.6. Each of the Parties agrees to the release of all
such reports, data and other information in the circumstances
described in this sub-section 6.8;

6.9 Provision of information (3): Provide each Pool Member and
the Ancillary Services Provider upon request with a certified
copy of such records, data and other information concerning
amounts payable by or to such Pool Member and the Ancillary
Services Provider in accordance with Service Line 10 (Service to
CEO and Pool Members). Each of the Parties agrees to the release
of all such records, data and other information in the
circumstances described in this sub-section 6.9;

6.10 Pool Rules: Perform those specific duties and
    responsibilities ascribed to it in the Pool Rules;

6.11 Arrangements with the Grid Operator and Ancillary Services
Provider: Make and maintain arrangements with the Grid Operator
and the Ancillary Services Provider in accordance with Clause
29.2;

6.12 Arrangements with the Pool Funds Administrator: Make and
maintain arrangements with the Pool Funds Administrator in
accordance with Clause 29.3;

6.13 Notification of arrangements: Provide, upon request, the
Executive Committee with details of its arrangements for the time
being in effect with each of the Grid Operator, the Ancillary
Services Provider and the Pool Funds Administrator referred to in
sub-section 6.11 or (as the case may be) 6.12;

6.14 Estimates: Without prejudice to its obligations under
Section 17.8 of Schedule 11, where the Settlement System
Administrator is unable for whatever reason to provide the Pool
Funds Administrator with the actual information required in
respect of each Settlement Day for each Pool Member and the
Ancillary Services Provider, provide the Pool Funds Administrator
in accordance with Service Line 2 (Settlement Process) with its
best estimates of that information by the same time as it is
required to provide the actual information;

6.15 Advisory obligations:

6.15.1 Report to the Executive Committee and/or the Contract
Manager on those matters set out or referred to in the Service
Lines in the manner and within the timescales prescribed thereby;

6.15.2 Report promptly in writing to the Executive Committee:

(a)  any problem with the Settlement System or its then current
operation that is putting pressure on the due and punctual
performance by the Settlement System Administrator of any
Service; and

(b)  any problem of which the Settlement System Administrator is
or becomes aware about the likely future operation of the
Settlement System arising out of the way in which the Settlement
System is then currently being operated;

6.16 Quality management system and procedures:

6.16.1 Establish and keep under review a quality management
system that is designed to enable the Settlement System
Administrator to meet the standards set out or referred to in
sub-sections 4.1 and 4.2 and under that system prepare and keep
under review procedures to meet such standards;

6.16.2 Provide the Executive Committee on request with copies of
such procedures and notify the Executive Committee of any changes
made thereto or, where such changes require contribution or input
from all or any of the Pardes, any proposed changes thereto; and

6.16.3 Consider any comments or any proposed changes on or to
such procedures made by or on behalf of the Executive Committee
from time to time;

6.17 Documentation: Maintain up-to-date manuals, specifications
and similar documentation for the provision of the Services and
provide the Executive Committee on request with copies of such
manuals, specifications and similar documentation;

6.18 Long-term forecasting procedures: Having regard to its
knowledge of the requirements of the Executive Committee and the
Pool Members:

(a)  consult the Contract Manager in respect of the Settlement
System Administrator's long term planning for the use and
allocation of resource cover;

(b)  following consultation with the Contract Manager pursuant to
paragraph (a) above, plan for anticipated future requirements of
the Executive Committee and Pool Members;

(c)  maintain internal financial controls to ensure that the
objectives of this Schedule and the Appendix hereto are met; and

(d)  provide the Executive Committee as appropriate or on request
with a report of the results and/or impact of the matters arising
from the consultation referred to in paragraph (a) above;

6.19 Provision of Hardware:

6.19.1 Provide Hardware subject to compliance by the Settlement
System Administrator with its obligations under the remainder of
this sub-section;

6.19.2 Be entitled to change the Hardware provided that:

(a)  the Settlement System Administrator has given to the
Executive Committee reasonable prior notice of the intention to
change the Hardware;

(b)  the Settlement System Administrator has given to the
Executive Committee reasonable details of the proposed change,
together with a timetable for implementation, at the time notice
is given under paragraph (a) above;

(c)  the impact (if any) on the Settlement Software is detailed
in the notice given under paragraph (a) above and, if there shall
be any such impact, the proposed change to the Settlement
Software shall proceed in accordance with the Change Management
Policies;

(d)  any such change will not materially affect the operation or
function of the Settlement System; and

(e)  all costs associated with any such change shall be met by
the Settlement System Administrator (and shall not be recharged
to Pool Members);

6.19.3 Make changes to the Hardware required by Pool Members,
acting through the Executive Committee, provided that the
Settlement System Administrator shall notify Pool Members in
accordance with the Change Management Policies and appropriate
changes to the Service Lines and/or the Menus of Prices shall be
agreed in accordance with the Appendix hereto;

6.20 Performance Improvement Programme: Seek to identify and give
support to initiatives which may form the basis of Performance
Improvement Programmes;

6.21 Data input and validation:

6.21.1 Promptly and properly input such data and other
information as it may receive pursuant to the terms of this
Agreement;

6.21.2 Review and validate data and other information in
accordance with the Agreed Procedures to establish the
completeness thereof and to identify any inconsistencies therein.

7.   PERFORMANCE OF DUTIES

7.1  Independent contractor: In carrying out its dudes and
responsibilities under the SSA Arrangements, the Settlement
System Administrator shall act as an independent contractor and
(unless expressly authorised to the contrary) shall neither act
nor hold itself out nor be held out as acting as agent for any of
the other Parties.

7.2  Delegation:

7.2.1 Subject as provided in paragraphs 7.2.2 and 7.2.3, the
Settlement System Administrator may delegate the performance of
all or any of its duties and responsibilities under the SSA
Arrangements to agents or contractors.

7.2.2 The Settlement System Administrator shall be entitle I to
delegate the performance of all or any of its dudes and
responsibilities under the SSA Arrangements provided that they
are not dudes or responsibilities which are in respect of any
significant matter (unless the prior written approval of the
Executive Committee under paragraph 7.2.3 has been given).

7.2.3In giving any such approval as is referred to in paragraph
7.2.2 the Executive Committee shall specify the particular duties
and responsibilities which may be delegated and to whom and for
what period. On receipt of such approval the Settlement System
Administrator may delegate its duties and responsibilities only
to the extent of the terms of such approval.

7.2.4 As between the Settlement System Administrator and the
other Parties, no delegation pursuant to this sub-section 7.2 or
pursuant to Clause 60.15 nor the terms or conditions of any
contract pursuant to which any such delegation is effected shall
relieve the Settlement System Administrator of any of its duties
or responsibilities under the SSA Arrangements. The Settlement
System Administrator shall at all times properly supervise the
performance of all such delegates.

7.2.5 For the avoidance of doubt, the term "delegation" as used
in this sub-section 7.2 includes sub-contracting.

8.   RESPONSIBILITY FOR THE SSA SYSTEM

8.1  The SSA System: The Settlement System Administrator shall
have control of the running and development of the SSA System,
subject to the restrictions set out in this Section 8.

8.2  Developed software:

(a)  In relation to any Software developed by the Settlement
System Administrator, the Settlement System Administrator shall
procure that all intellectual property rights shall vest in the
Settlement System Administrator absolutely. In the case of
Software commissioned from third parties or where rights in
Software are purchased, the Settlement System Administrator shall
procure that all intellectual property rights are transferred to
the Settlement System Administrator. Where the Settlement System
Administrator customises, or commissions the customization of,
any Software licensed from any third parties, the Settlement
System Administrator shall procure that all intellectual property
rights shall vest in the Settlement System Administrator.

(b)  Pool Members confirm and agree (i) that they have no
objection to the intellectual property rights referred to in
paragraph (a) above being held in this way and (ii) that the
Settlement System Administrator shall have the right of use of
such intellectual property rights as an absolute owner.

8.3  Licensed software: In respect of any Software not developed
internally, purchased or commissioned, the Settlement System
Administrator shall ensure that it has a fully transferable
licence to use the Software, together with (unless the Executive
Committee otherwise notifies the Settlement System Administrator)
suitable escrow arrangements for any Software for which the
source code and full documentation has not been provided or which
is not freely available. No further fees shall be payable in
respect of any transfer of the licence to any nominated
representative of the Executive Committee under Section 21,
except to the extent that the licenser may continue to charge the
same licence fees to the transferee.

8.4  Third party maintenance: Except in circumstances beyond the
Settlement System Administrator's control, the SSA System shall
be fully maintained, by third party maintenance organizations to
the extent that the Software is not developed internally, and the
SSA System shall be fully documented so that it can be operated
by any successor to the Settlement System Administrator. The
Settlement System Administrator shall promptly notify the
Executive Committee upon the Settlement System Administrator
becoming aware that the SSA System will cease to be maintained by
such a third party maintenance organization.

8.5 SSA System changes: The Settlement System Administrator shall
be free to make any changes to the SSA System, except to the
extent that (a) the modification necessitates any change to the
Developed Application Software or Licensed Application Software,
or (b) it detrimentally affects the operation of the Settlement
System.

8.6 Maintenance of the SSA System Software: Without prejudice to
Section 10, in respect of any Software related to the SSA System
which is written, commissioned or customized by the Settlement
System Administrator, the Settlement System Administrator shall
maintain support for, and where necessary fix any bugs in, such
Software from the Termination Date until the expiry of the
Post-Termination Period, if any, and the costs of maintaining
that support and fixing the bugs shall be as agreed between the
Settlement System Administrator and the Contract Manager and
shall be recovered in accordance with the Charging Procedure.

8.7 Notification of commercial use: The Settlement System
Administrator shall promptly notify the Executive Committee if it
uses the Software for a purpose other than that envisaged under
the SSA Arrangements, including its sale, licence, development or
otherwise being made available howsoever to any other person with
such details as the Executive Committee may reasonably request.

9.   SOFTWARE

9.1  Definitions: In this Section 9:

"Developed Application Software" means those computer programs
and codes described in the Contract Management Rules from time to
time and all copyright and other intellectual property rights
therein and all documents and materials forming part thereof or
relating thereto; and

"Licensed Application Software" means those computer programs and
codes described in the Contract Management Rules from time to
time.

9.2  Representations and Warranties:

9.2.1 The Settlement System Administrator represents, warrants
and undertakes to the other Parties as a continuing obligation
and the other Parties acknowledge that:

(a)  the Settlement System Administrator has, and for so long as
it remains the Settlement System Administrator will have,
unencumbered and freely transferable title to Developed
Application Software;

(b)  the Licensed Application Software is, and for so long as the
Settlement System Administrator remains as such will remain, the
subject of a non-exclusive licence in favour of the Settlement
System Administrator transferable to its successor Settlement
System Administrator; and

(c)  the Settlement System Administrator undertakes to use all
reasonable endeavours to:

(i)  assign or novate, or procure the assignment or novation, of
any licence for Licensed Application Software to the successor
Settlement System Administrator as soon as is reasonably
practicable and to obtain any consent necessary for that purpose;
or

(ii) procure the grant by the relevant licenser to the successor
Settlement System Administrator of a licence in respect of
Licensed Application Software as soon as is reasonably
practicable,

so that the licence held by the successor Settlement System
Administrator is on terms no less favourable to it than the terms
of the licence held by the Settlement System Administrator and
without payment of a fee by Pool Members or the successor
Settlement System Administrator (except to the extent that the
licenser may continue to charge the same licence fee to the
transferee).

9.2.2 Pool Members confirm and agree (i) that they have no
objection to the intellectual property rights referred to in
paragraph 8.2(a) above being held in this way and (ii) that, as
between the Settlement System Administrator and Pool Members, the
Settlement System Administrator shall have the right of use of
such intellectual property rights as an absolute owner.

10.  MAINTENANCE ARRANGEMENTS

Maintenance arrangements: The Settlement System Administrator
shall:

(a)  ensure that at all times it has in kill force and effect
proper arrangements for the maintenance of (and the prompt
rectification of defects in) the Hardware and Software provided
that in relation to Developed Application Software such
maintenance shall not be required to extend beyond the
implementation of a corrective procedure or a remedy to such
Software to allow for the continued running of such Software in
accordance with its specification;

(b)  upon reasonable request of the Executive Committee, confirm
to the Executive Committee in writing the existence of such
maintenance arrangements in respect of the Hardware and the SSA
System; and

(c)  upon reasonable request of the Executive Committee, supply
evidence reasonably satisfactory to the Executive Committee of
the existence and nature of such maintenance arrangements in
respect of the Developed Application Software and the Licensed
Application Software.

AUDIT ACCESS

Access:

11.1 The Settlement System Administrator shall:

(a)  permit the Pool Auditor unrestricted access to the
Settlement System, the Hardware and the Software and all data
used, information held and records kept by the Settlement System
Administrator or its agent or sub-contractors in operating the
Settlement System;

(b)  use reasonable endeavours to procure that each Second Tier
Agent, each Second Tier Agent's agent (if any) and each Second
Tier Agent's sub-contractor (if any) permits the Pool Auditor
unrestricted access to the Second Tier Hardware and Second Tier
Software, to its agency or sub-contracting operations and to all
data used, information held and records kept by each such Second
Tier Agent, Second Tier Agent's agent and/or Second Tier Agent's
sub-contractor;

(c)  make available members of its staff to explain the operation
of the Settlement System and such other issues as the Pool
Auditor considers relevant; and

(d)  use reasonable endeavours to procure that each Second Tier
Agent, each Second Tier Agent's agent (if any) and each Second
Tier Agent's sub-contractor (if any) makes available members of
its staff to explain its operation of its agency or
sub-contracting operations, the Second Tier Hardware and the
Second Tier Software and such other issues as the Pool Auditor
considers relevant.

11.2 ESIS in its capacity as Settlement System Administrator
shall procure that, in addition to ESIS's auditor auditing the
annual accounts of ESIS for a particular financial year, that
auditor shall report in writing to the Executive Committee the
Gross Margin for that financial year and shall deliver that
report to the Executive Committee no later than the date upon
which such annual accounts are laid before ESIS in general
meeting or otherwise published or issued (if earlier).

11.3 The Settlement System Administrator shall permit an auditor
appointed by the Executive Committee access to the operations and
business of the Settlement System Administrator to confirm that
the quality management procedures and billing practices applied
by the Settlement System Administrator under the terms of the SSA
Arrangements are being complied with. The terms of reference for
each such audit will be agreed by the auditor with ESIS, such
agreement not to be unreasonably withheld.

12.  INSURANCE RESPONSIBILITIES

12.1 Insurance requirements: Subject to the availability in the
insurance market of such insurances, the Settlement System
Administrator shall effect and maintain in full force and effect
with first class insurers the following insurances: -

12.1.1 insurance with respect to (a) physical loss or damage to
each of the Hardware (including Second Tier Hardware) and
Software (including Second Tier Software) and (b) corruption of
the Software (including Second Tier Software) and related
computer data, in each case in an amount equivalent to its
replacement cost, except, with effect from 1st April, 1994,
insofar as concerns any Second Tier Hardware and Second Tier
Software owned and/or operated by any particular Second Tier
Agent where such Second Tier Agent has agreed with the Settlement
System Administrator substantially to the effect, inter alla,
that:

(a)  the Second Tier Agent will effect and maintain in full force
and effect with first class insurers insurance with respect to
(i) physical loss or damage to each of such Second Tier Hardware
and Second Tier Software and (ii) corruption of such Second Tier
Software and related computer data, in each case in an amount
equivalent to its correction cost;

(b)  the Second Tier Agent shall promptly on request provide to
the Settlement System Administrator an insurance broker's
certificate having a form and content as specified in sub-section
12.3 and evidence that the Second Tier Agent has paid the
relevant premiums; and

(c)  if the Second Tier Agent has not so insured and paid the
relevant premiums the Settlement System Administrator-shall, on
behalf of the Second Tier Agent, take out such insurance and pay
such premiums and recover the cost of the same from the Second
Tier Agent; and

provided that, in the case of (c) above, where:

(i)  the Settlement System Administrator is aware that the Second
Tier Agent has not so insured in accordance with (a) above; and

(ii) a period of fourteen days since the Settlement System
Administrator first became aware that the Second Tier Agent had
not insured in accordance with (a) above has elapsed, during
which period the Second Tier Agent has not so insured in
accordance with (a) above,

the Settlement System Administrator shall so take out such
insurance in the name of such Second Tier Agent unless, after
having sought, to the extent that it is able, such information
from the Second Tier Agent as is necessary for the purposes of
obtaining such insurance, it has failed to obtain such
information; and

12.1.2 professional indemnity insurance as Settlement System
Administrator in an amount of not less than pounds 20,000,000 any one
claim and pounds 20,000,000 all claims in any one year (or such greater
amount as may from time to time be reasonably required by the
Executive Committee after consultation with the Settlement System
Administrator or such lesser amount as may from time to time be
agreed between the Executive Committee and the Settlement System
Administrator).

12.2 Application of proceeds: The Settlement System Administrator
shall use all reasonable endeavours:

(a)  in the case of insurance referred to above where it is the
insured to make and collect claims promptly; and

(b)  in the case of insurance where its Second Tier Agent is the
insured, to procure that such Second Tier Agent makes and
collects claims promptly,

and shall apply and, as appropriate; shall procure that its
Second Tier Agent applies, all moneys so received by it in
respect of the insurance referred to in this Section 12 in or
towards making good the loss and fully repairing the damage or
(as the case may be) satisfying the relevant liability in respect
of which such moneys were receivable or reimbursing the cost of
the same.

12.3 Information requirements: The Settlement System
Administrator shall promptly supply the Executive Committee upon
request from time to time with an insurance broker's certificate
in form and content reasonably satisfactory to the Executive
Committee confirming that cover has been effected, whether by it
or its Second Tier Agent, in respect of the insurance referred to
in subsection 12.1 and giving reasonable details of the terms and
conditions of such insurance.

12.4 Default: If the Settlement System Administrator shall
default in the performance of its obligations under this Section
12, the Executive Committee shall have the right (but shall not
be obliged) to make the appropriate insurance arrangements and
shall have the right to recover from the Settlement System
Administrator any costs incurred (including any handling fee).

12.5 Change in insurance requirements:

12.5.1If at the request of the Executive Committee the sums
insured under the Settlement System Administrator's professional
indemnity insurance are increased, the amount of any resultant
increase in the insurance premium shall be recovered by the
Settlement System Administrator (assuming that it has borne the
same) in accordance with the Charging Procedure.

12.5.2 If at the request of the Executive Committee the amount of the 
excess or deductible under the Settlement System Administrator's professional
indemnity insurance is increased and there is a resultant
decrease in the insurance premium payable, the amount of such
decrease shall be reimbursed by the Settlement System
Administrator to Pool Members under the Charging Procedure
(assuming that Pool Members have already paid the Settlement
System Administrator on the basis of a higher premium) provided
that in the event of a claim against the Settlement System
Administrator in respect of which a payment is or (but for such
increase in the excess or deductible) would have been made to the
Settlement System Administrator under its professional indemnity
insurance Pool Members shall be required themselves to bear in
aggregate the first part of any such claim up to the amount of
such increased excess or deductible and in satisfaction of that
obligation shall reimburse the same to the Settlement System
Administrator in accordance with the Charging Procedure.

12.5.3 If in any other case the sums insured under the Settlement System
Administrator's professional indemnity insurance are changed from
the amounts referred to in paragraph 12.5.1 or the amount of the
excess or deductible thereunder is changed from the amount
referred to in paragraph 12.5.2, any resultant increase in the
insurance premium payable shall be for the Settlement System
Administrator's own account and shall not be recoverable by it
from the other Parties.

13. TERMINATION OF THE APPOINTMENT OF ESIS

13.1 Termination: The appointment of ESIS as Settlement System
Administrator may be terminated either by the resignation of ESIS
in accordance with Section 14 or by the removal of ESIS in
accordance with Section 15, 16 or 17.

13.2 Termination pursuant to Clause 67.4: If this Agreement is
terminated pursuant to Clause 67.4 then:

(a)  if the effective date of termination of this Agreement is
after 31st March, 1999, the Termination Date shall be deemed for
the purposes of allocating costs between ESIS and Pool Members to
be 31st March, 1999 and the provisions of Section 23 shall apply;
and

(b)  if the effective date of termination of this Agreement is on
or before 31st March, 1999, the Termination Date shall be deemed
for the purposes of allocating costs between ESIS and Pool
Members to be 31st March, 1999 and the provisions of Section 24
shall apply.

14.  RESIGNATION BY ESIS

Resignation procedure: After consultation between the Settlement
System Administrator and the Executive Committee and the Director
having given his prior written consent ESIS may give 12 months'
notice in writing (the "Resignation Notice") to the Executive
Committee (which shall forthwith notify all Pool Members) and the
Director of its intention to resign as Settlement System
Administrator on a date (in this Section 14, the "Termination
Date") not earlier than 1st April, 1999 and, subject to Section
20, the appointment of ESIS as Settlement System Administrator
shall terminate on the Termination Date.

15.  REMOVAL OF ESIS AFTER 31ST MARCH, 1999

Removal procedure: After consultation between the Settlement
System Administrator and the Executive Committee ESIS may be
removed as Settlement System Administrator at any time after 31st
March, 1999 where:

(a)  a resolution of the Pool Members in general meeting
resolving to remove ESIS as Settlement System Administrator has
been passed by either:

(i)  Pool Members holding not less than 80 per cent. of the Total
Votes of Pool Members who are entitled to vote in person or by
proxy at a general meeting of Pool Members or deemed effective
pursuant to Clause 13.5; or

(ii) Pool Members holding less than 80 per cent. of the Total
Votes of Pool Members who are entitled to vote in person or by
proxy at a general meeting of Pool Members, but only where there
is no more than one dissentient Pool Member;

(b)  the Director has given his prior written consent in the
light of the resolution passed in accordance with paragraph (a)
above; and

(c)  the Executive Committee has given the Settlement System
Administrator after such resolution has been passed or deemed
effective (which the Executive Committee shall promptly do) 12
months' notice in writing (in this Section 15, the "Removal
Notice") of such removal (or such longer period of notice as the
Director may determine in response to the application made to him
for the purposes of paragraph (b) above) to take effect on the
date being no earlier than 1st April, 1999 specified in the
Removal Notice (in this Section 15, the "Termination Date") and,
subject to Section 20, the appointment of ESIS as Settlement
System Administrator shall terminate on the Termination Date.

16.  REMOVAL OF ESIS ON OR BEFORE 31ST MARCH, 1999

Removal procedure: After consultation between the Settlement
System Administrator and the Executive Committee ESIS may be
removed as Settlement System Administrator at any time on or
before 31st March, 1999 where:

(a)  a resolution of the Pool Members in general meeting
resolving to remove ESIS as Settlement System Administrator has
been passed by either:

(i)  Pool Members holding not less than 80 per cent. of the Total
Votes of Pool Members who are entitled to vote in person or by
proxy at a general meeting of Pool Members or deemed effective
pursuant to Clause 13.5; or

(ii) Pool Members holding less than 80 per cent. of the Total
Votes of Pool Members who are entitled to vote in person or by
proxy at a general meeting of Pool Members, but only where there
is no more than one dissentient Pool Member;

(b)  the Director has given his prior written consent in the
light of the resolution passed in accordance with sub-paragraph
(a) above; and

(c)  the Executive Committee has given the Settlement System
Administrator after such resolution has been passed or deemed
effective (which the Executive Committee shall promptly do) 12
months' notice in writing (in this Section 16, the Removal
Notice") of such removal (or such longer period of notice as the
Director may determine in response to the application made to him
for the purposes of paragraph (b) above) to take effect on the
date falling before 1st April, 1999 specified in the Removal
Notice (in this Section 16, the "Termination Date") and, subject
to Section 20, the appointment of ESIS as Settlement System
Administrator shall terminate on the Termination Date.

17.  REMOVAL OF ESIS

17.1 Breach of obligations capable of remedy: If the Settlement
System Administrator fails in any persistent, material respect or
in any single, major respect to perform or comply with any of the
obligations expressed to be assumed by it under the SSA
Arrangements and such failure, in the reasonable opinion of the
Executive Committee, is capable of remedy, the Executive
Committee shall have the right to give notice in writing (the
"Remediable Removal Notice") to the Settlement System
Administrator giving details of the relevant failure and
requiring that such failure be remedied within 30 days (or such
longer period as may be necessary but in any event within 90 days
or any longer period as may be reasonable and agreed between the
Settlement System Administrator and the Executive Committee) from
the date of receipt by the Settlement System Administrator of the
Remediable Removal Notice and, if a longer period is reasonable,
that within 30 days from the said date of receipt the Settlement
System Administrator agree a timetable with the Executive
Committee for the remedy of such failure (such agreement not to
be unreasonably withheld).

17.2 Breach of obligations incapable of remedy: If the Settlement
System Administrator fails in any persistent, material respect or
in any single, major respect to perform or comply with any of the
obligations expressed to be assumed by it under the SSA
Arrangements and such failure, in the reasonable opinion of the
Executive Committee, is incapable of remedy, the Executive
Committee shall have the right to give notice in writing (in this
sub-section 17.2, the "Irremediable Removal Notice") to the
Settlement System Administrator giving details of the relevant
failure and stating that, in the reasonable opinion of the
Executive Committee, the Settlement System Administrator is in
breach of the terms of the SSA Arrangements and such breach is
incapable of remedy.

17.3 Insolvency: If the Settlement System Administrator:

(a)  is unable to pay its debts (within the meaning of section
123(1) or (2) of the Insolvency Act 1986, but subject as
hereinafter provided in this sub-section 17.3) or if any
voluntary agreement is proposed in relation to it under section 1
of that Act or if the Settlement System Administrator enters into
any scheme of arrangement (other than for the purpose of
reconstruction or amalgamation upon terms and within such period
as may previously have been approved in writing by the Executive
Committee); or

(b)  has a receiver (which expression shall include an
administrative receiver within the meaning of section 29 of the
Insolvency Act 1986) of the whole or any material part of its
assets or undertaking appointed; or

(c)  has an administration order under section 8 of the
Insolvency Act 1986 made in relation to it; or

(d)  passes any resolution for winding-up other than a resolution
previously approved in writing by the Executive Committee; or

(e)  becomes subject to an order by the High Court for
winding-up,

the Executive Committee shall have the right to give notice in
writing (in this sub-section 17.3, the "Irremediable Removal
Notice") to the Settlement System Administrator referring to such
event.

For the purposes of paragraph (a) above section 123(1)(a) of the
Insolvency Act 1986 shall have effect as if for "pounds 750" there were
substituted "pounds 250,000" and, further, the Settlement System
Administrator shall not be deemed to be unable to pay its debts
for the purposes of paragraph (a) above if any such demand as is
mentioned in the said section is being contested in good faith by
the Settlement System Administrator with recourse to all
appropriate measures and procedures.

17.4 Change of Status: If ESIS ceases to be a wholly-owned
subsidiary of NGC then, subject to the prior written consent of
the Director having been obtained, the Executive Committee shall
have the right to give notice in writing (in this subsection
17.4, the "irremediable Removal Notice") to the Settlement System
Administrator referring to such event.

17.5 Removal Procedure: Subject to:

(a)  the Executive Committee having given the Settlement System
Administrator a Remediable Removal Notice, and either the
Settlement System Administrator having been unwilling or unable
to remedy the failure within 30 days from the date of receipt of
the Remediable Removal Notice (or such longer period as may be
permitted under subsection 17.1) or, as the case may be, within
the period provided in the timetable agreed with the Executive
Committee for the remedy of such failure; or

(b)  the Executive Committee having given the Settlement System
Administrator an Irremediable Removal Notice,

ESIS may be removed as Settlement System Administrator where:

(i)  a resolution of the Pool Members in general meeting
resolving to remove ESIS as Settlement System Administrator has
been passed by either:

(a)  Pool Members holding not less than 80 per cent. of the Total
Votes of Pool Members who are entitled to vote in person or by
proxy at a general meeting of Pool Members or deemed effective
pursuant to Clause 13.5; or

(b)  Pool Members holding less than 80 per cent. of the Total
Votes of Pool Members who are entitled to vote in person or by
proxy at a general meeting of Pool Members, but only where there
is no more than one dissentient Pool Member;

(ii) the Director has given his prior written consent in the
light of the resolution passed in accordance with sub-paragraph
(i) above; and

(iii) the Executive Committee has given the Settlement System
Administrator after such resolution has been passed or deemed
effective (which the Executive Committee shall promptly do) 12
months' notice in writing (in this Section 17, the "Removal
Notice") of such removal to take effect on the date specified in
the Removal Notice (in this Section 17, the "Termination Date")
and, subject to Section 20, the appointment of ESIS as Settlement
System Administrator shall terminate on the Termination Date.

18.  POWERS OF EXECUTIVE COMMITTEE ON RESIGNATION AND REMOVAL

Executive Committee Powers: At any time and from time to time on
or after a Resignation Notice or a Removal Notice has been given
by or on behalf of the Executive Committee to the Settlement
System Administrator, the Executive Committee shall have the
right:

(a)  subject to all security, safety and operational constraints
of the Settlement System Administrator current at the time the
Resignation Notice or (as the case may be) the Removal Notice is
given, to enter (and any third party reasonably nominated by the
Executive Committee shall have the right to enter) upon
reasonable notice any premises where the Settlement System
Administrator performs any of its functions relating to the
Settlement System to inspect any aspect of the Settlement System,
to ensure maintenance of service levels and to facilitate the
transfer of service, responsibilities and assets pursuant to
Section 21; and

(b)  on such reasonable basis as may be agreed with the
Settlement System Administrator (such agreement not to be
unreasonably withheld), to communicate with and consult such of
the Settlement System Administrator's staff as are available as
the Executive Committee reasonably considers to be essential to
the Settlement System for a period up to 12 months following the
Termination Date.

19.  APPOINTMENT OF SUCCESSOR SETTLEMENT SYSTEM ADMINISTRATOR

19.1 Approval of the Director: The Parties undertake with each
other that no successor Settlement System Administrator shall be
appointed without the written approval of the Director first
having been obtained.

19.2 Discharge: With effect from the Termination Date ESIS in its
capacity as Settlement System Administrator shall (save as
provided in sub-sections 5.4, 8.6, 12.2, 20.2 and Section 21 and
save as regards any rights and liabilities accrued as at the date
of its retirement or removal) be discharged from any further
obligation and shall have no further rights under the SSA
Arrangements but shall remain entitled to the benefit of the
provisions of subsections 4.3 to 4.9 (inclusive) and any other
provision of this Agreement providing for an indemnity or the
payment of other costs or charges in favour of the Settlement
System Administrator, and its successor and (save as provided in
this sub-section 19.2) each of the other Parties shall have the
same rights and obligations amongst themselves as they would have
had if such successor had been a party to this Agreement in place
of ESIS as Settlement System Administrator.

20.  CONTINUATION OF SERVICES

20.1 Continuation of Services: Subject to sub-section 20.5, the
Executive Committee shall have the right to postpone the
Termination Date beyond its original date on a maximum of four
occasions and, on each occasion, for a period of three months
(each an Extension Period") and ESIS agrees to continue to act as
Settlement System Administrator for the duration of each
Extension Period. The Executive Committee shall exercise such
right by written notice to the Settlement System Administrator
specifying the duration of each Extension Period (each an
"Extension Notice"), and the Termination Date shall thereupon be
postponed to the last day of the then proposed Extension Period.

20.2 Post-Termination Services: The Contract Manager may, by
placing an Order, request the Settlement System Administrator to
provide such training and support services as are set out in the
Menu of Consultancy Services Prices and the Menu of Development
Services Prices (each as defined in the Appendix hereto) as the
Executive Committee may reasonably require for the Post
Termination Period. Any such Order shall specify the length of
time for which such services are required. Subject to sub-section
20.4, the Settlement System Administrator shall be entitled to
charge for such services in accordance with the Menu of Prices
current immediately prior to the Termination Date (subject to
indexation in accordance with the terms of the Appendix hereto)
but shall only be required to provide such services to the extent
that the resources are at the time employed by ESIS or were
formerly employed by ESIS and are at the time employed within the
NGC group of companies.

20.3 Extension Period Charges: The Settlement System A
dministrator shall have the right to charge for Services rendered
during the Extension Period in accordance with Section 1 of Part
H of the Appendix hereto.

20.4 Post-Termination Period Charges: The Settlement System
Administrator shall charge only a nominal sum (being not more
than pounds 100 in the aggregate) for such training and support
services rendered in accordance with sub-section 20.2 where the
Termination Date is referable to a Resignation Notice given by
ESIS pursuant to Section 14 or a Removal Notice given by the
Executive Committee pursuant to Section 17.

20.5 Two year limit: Notwithstanding any other provision of this
Agreement, the Executive Committee shall not be entitled to
require ESIS to remain appointed as Settlement System
Administrator after the date falling 24 months after the date on
which:

(a)  the Settlement System Administrator gives the Executive
Committee a Resignation Notice; or (as the case may be)

(b)  the Executive Committee gives the Settlement System
Administrator a Removal Notice.

20.6 Fullforce and effect: All the provisions of this Schedule
and the Appendix hereto shall remain in full force and effect for
the duration of the Extension Period (if any) and the
Post-Termination Period (if any) to the extent necessary to give
effect to the terms of this Section 20.

21.  TRANSFER OF SERVICES, RESPONSIBILITIES AND ASSETS

21.1 Transfer of services, responsibilities and assets: Upon a
successor Settlement System Administrator being appointed under
Section 19 and accepting such appointment ESIS in its capacity as
outgoing Settlement System Administrator shall:

(a)  grant to a nominee of the Pool Members (who may be the
successor Settlement System Administrator) an unrestricted,
non-exclusive, perpetual and transferable licence of all
Software, all related documentation and other similar
intellectual property belonging to the outgoing Settlement System
Administrator free of charge, to use, copy, adapt and translate
such Software and other property for any purpose related to the
operation of the Settlement System;

(b)  use all reasonable endeavours to novate, or procure the
novadon of, any licence or other agreement to use and/or maintain
the Software to such successor;

(c)  transfer to such successor all Hardware belonging to the
outgoing Settlement System Administrator and essential to such
successor to carry out such successor's duties and
responsibilities under the SSA Arrangements and which is not
otherwise readily obtainable by such successor;

(d)  make over to such successor copies of all such records,
manuals and data and other information not referred to in
paragraph 21.1(a) and in the ownership or under the control of
the outgoing Settlement System Administrator and relating to the
operation, and necessary for the proper functioning of the
Settlement System; and

(e)  without prejudice to the foregoing provisions of this
Section 21, transfer or otherwise make available to such
successor all assets (excluding freehold and leasehold property),
equipment, facilities, rights, know-how and transitional
assistance which it possesses and which is necessary for such
successor to have to operate the Settlement System in accordance
with the SSA Arrangements and which is not otherwise readily
obtainable by such successor,

in each case on such reasonable terms (other than as to
consideration) as may be agreed between ESIS, such successor and
the Executive Committee (and, in default of agreement, the
dispute shall be referred to arbitration in accordance with
Clause 83) and in consideration of the payment of such sums as
are referred to in sub-section 21.2. ESIS further agrees, in
consideration of the payment of such sums as are referred to in
sub-section 21.2, to co-operate with any such successor and the
Executive Committee so that the transfer of duties, services,
responsibilities, assets and know-how to such successor is
carried out causing as little disruption to the operation of the
Settlement System and inconvenience to the Parties as is
practical in all the circumstances.

21.2 Asset Transfer Costs:

21.2.1 The consideration referred to in sub-section 21.1 is:

(a)  in respect of:

(i)  the right to use all Software, related documentation and
other similar intellectual property referred to in paragraph
21.1(a), a peppercorn rental;

(ii) all Hardware referred to in paragraph 21.1 (c), the fair
market value of the same as at the date of transfer; and

(iii) the copies referred to in paragraph 21.1(d), the cost to
the outgoing Settlement System Administrator of making such
copies;

(b)  in respect of:

(i)  charges to Pool Members which the Executive Committee has
expressly requested ESIS in its capacity as Settlement System
Administrator to defer and the Deferred Settlement Project
Expenditure, the principal amount deferred and any interest due
and outstanding on that principal amount and all other amounts
payable in discharging any financing arrangements undertaken in
relation to such deferred expenditure provided that in the case
of Deferred Settlement Project Expenditure the consideration
shall be the net book value of the Software at that date; and

(ii) the co-operation referred to in the last sentence of sub
section 21.1 and such other matters as are within subsection 21.1
(other than those in paragraph 21.1 (b) for which there shall be
no charge made) but not paragraphs (a) or (b)(i) or (ii) above, a
nominal amount only in respect of the co-operation (with no
additional charge for matters such as management time expended)
and otherwise at fair market value.

21.2.2 Any payment made by all or any of the Pool Members to ESIS
in its capacity as outgoing Settlement System Administrator under
this Section 21 shall be without prejudice to any rights and
remedies which the Pool Members (or any of them) may have against
ESIS as Settlement System Administrator arising under the SSA
Arrangements.

21.3 Transition services: During the period from the date of the
Removal Notice or, as the case may be, the Resignation Notice to
the Termination Date or, as the case may be, the last day of the
Post-Termination Period, the Contract Manager may give the
outgoing Settlement System Administrator an Order requesting the
outgoing Settlement System Administrator to:

(a)  provide training and systems support for the successor
Settlement System Administrator;

(b)  provide parallel running with the successor Settlement
System Administrator;

(c)  move, relocate or hand over to the successor Settlement
System Administrator the property it is required to transfer
pursuant to paragraphs 21.1(a) to 21.1(e) (inclusive);

(d)  supply to the successor Settlement System Administrator
procedural or practice documentation not already recorded in
writing; and

(e)  provide employees to attend upon the successor Settlement
System Administrator for all or any of the purposes referred to
in paragraphs (a), (b) or (c) above.

21.4 Disputes: Any dispute arising under or in connection with
this Section 21 shall be referred to arbitration in accordance
with Clause 83.

22.  ALLOCATION OF COSTS ON RESIGNATION

Allocation of costs on resignation: Subject to Section 28(b), if
the appointment of ESIS as Settlement System Administrator shall
be terminated by the resignation of ESIS in accordance with
Section 14:

(a)  the Pool Members shall reimburse ESIS the Pool Agreed
Liabilities; and

(b)  ESIS shall be responsible for, and shall not have recourse
to any Pool Member for all or any part of:

(i)  the Transition Costs (and shall refund to Pool Members in
accordance with sub-section 2.7 of Part J of the Appendix hereto
any sums already received by ESIS on that account); and

(ii) the Outstanding Liabilities; and

(c)  the liability of Pool Members for the payment of charges for
the provision of Services up to the Termination Date and during
the PostTermination Period shall be as set out elsewhere in this
Schedule and the Appendix hereto.

23.   ALLOCATION OF COSTS ON REMOVAL AFTER 31ST MARCH, 1999

Allocation of costs on removal: Subject to Section 28(b), if the
appointment of ESIS as Settlement System Administrator shall be
terminated by the removal of ESIS in accordance with Section 15:

(a)  the Pool Members shall reimburse ESIS the Pool Agreed
Liabilities;

(b)  ESIS shall be responsible for, and shall not have recourse
to any Pool Member for all or any part of, the Outstanding
Liabilities; and

(c)  the liability of Pool Members for the payment of charges for
the provision of Services up to the Termination Date and during
the PostTermination Period shall be as set out elsewhere in this
Schedule and the Appendix hereto.

24.  ALLOCATION OF COSTS ON REMOVAL ON OR BEFORE 31ST MARCH, 1999

Allocation of costs on removal: If the appointment of ESIS as
Settlement System Administrator shall be terminated by the
removal of ESIS in accordance with Section 16:

(a)  the Pool Members shall reimburse ESIS:

(i)  the Pool Agreed Liabilities;

(ii) the Pool Apportioned Outstanding Liabilities; and

(iii) the Compensation;

(b)  ESIS shall be responsible for, and shall not have recourse
to any Pool Member for all or any part of, the SSA Apportioned
Outstanding Liabilities; and

(c)  the liability of Pool Members for the payment of charges for
the provision of Services up to the Termination Date and during
the PostTermination Period shall be as set out elsewhere in this
Schedule and the Appendix hereto.

ESIS shall take all reasonable steps and shall otherwise use all
reasonable endeavours to mitigate the Pool Apportioned
Outstanding Liabilities.

25. ALLOCATION OF COSTS ON REMOVAL

Allocation of costs on removal: Subject to Section 28(b), if the
appointment of ESIS as Settlement System Administrator shall be
terminated by the removal of ESIS in accordance with Section 17:

(a) the Pool Members shall reimburse ESIS the Pool Agreed
Liabilities; and

(b)  ESIS shall be responsible for, and shall not have recourse
to any Pool Member for all or any part of:

(i)  the Transition Costs (and shall refund to Pool Members in
accordance with sub-section 2.7 of Part J of the Appendix hereto
any sums already received by ESIS on that account);

(ii) the Outstanding Liabilities;

(c)  the liability of Pool Members for the payment of charges for
the provision of Services up to the Termination Date and during
the PostTermination Period shall be as set out elsewhere in this
Schedule and the Appendix hereto.

26  REIMBURSEMENT BY POOL MEMBERS

Reimbursement by Pool Members: In respect of any sum to be
reimbursed by Pool Members to the Settlement System Administrator
pursuant to Section 22, 23, 24 or 25:

(a)  ESIS may recover such sum in accordance with sub-paragraph
2.3 of Part J of the Appendix hereto;

(b)  Pool Members shall be liable on a several basis according to
their respective Contributory Shares as at the Termination Date
provided that, if a Pool Member shall fail to pay its
Contributory Share of such sum within 45 days after the due date
for payment therefor, the other Pool Members shall be jointly and
severally liable to pay such unpaid sum (and liable as between
themselves according to their respective Contributory Shares,
calculated on the basis that the Points allocated to the
defaulting Pool Member are disregarded); and

(c)  any Pool Member (a "non-paying Pool Member") which fails to
pay its Contributory Share in the circumstances of Section 26(b)
shall indemnify and keep indemnified each Pool Member on demand
against all sums properly paid by such Pool Member in relation to
that nonpaying Pool Member's Contributory Share pursuant to
Section 26(b).

27. DIRECTOR'S INVOLVEMENT

Director's involvement: If, in giving written consent pursuant to
Section 14, 15(b), 16(b) or 17.5(ii) the Director shall impose
conditions or qualifications which render it impracticable to
give effect to the terms of any of Sections 19 to 26 (inclusive)
as written, ESIS and the Executive Committee shall promptly
negotiate in good faith to agree amendments to the SSA
Arrangements (including, if appropriate, to the charging
principles) to give effect to the Director's conditions or
qualifications and, in default of agreement as to such amendments
within six months after the commencement of such negotiations,
the Settlement System Administrator or the Executive Committee or
any Pool Member shall be entitled to refer the dispute to
arbitration in accordance with Clause 83. In the conduct of such
negotiations, ESIS and the Executive Committee shall have regard
both to the Menus of Prices and to the costs which will be
incurred by ESIS in continuing to provide Services to satisfy the
Director's conditions or qualifications, it being understood
that, where such costs are properly incurred, it is the parties' 
intention that ESIS should be entitled to recover the same from 
Pool Members.

28. POOL MEMBER AND EXECUTIVE COMMITTEE BREACHES

Breach by Pool Members and/or Executive Committee: Without
prejudice to Clause 66 if the Pool Members acting collectively,
the Executive Committee, the Contract Manager or the Chief
Execubve's Office fail, or any of the same is -deemed pursuant to
Section 1.2 or Section 29 to have failed, in any persistent,
material respect or in any single, major respect to perform or
comply with any of its or their obligations under the SSA
Arrangements and, if such failure is not capable of remedy or is
capable of remedy, but is not remedied within 30 days from the
date of receipt by the Executive Committee of notice from the.
Settlement System Administrator giving details of the relevant
failure and requiring its remedy (or such longer period as may be
necessary but in any event within 90 days or any longer period as
may be reasonable and agreed between the Settlement System
Administrator and the Executive Committee) and, where such
reasonable period is longer than 30 days, a timetable for the
remedy of such failure is not agreed by the Executive Committee
with the Settlement System Administrator (such agreement not to
be unreasonably withheld) within 30 days from the said date of
receipt, then ESIS may(the prior written consent of the Director
having been obtained) :

(a)  give not less than 12 months' notice in writing to the
Executive Committee (which shall forthwith notify all Pool
Members) and the Director of its resignation specifying the date
thereof, and the appointment of ESIS as Settlement System
Administrator shall terminate on that date and the provisions of
Section 24 shall apply as if the appointment of ESIS as
Settlement System Administrator shall have been terminated by its
removal in accordance with Section 16 (but disregarding for this
purpose any requirement to pay Compensation if the appointment of
ESIS as Settlement System Administrator in fact terminates after
31st March, 1999); or

(b)  give notice to all Pool Members, the Executive Committee and
the Chief Executive's Office identifying such irremediable breach
or failure to remedy or agree a timetable for remedy of a
remediable breach and, if at any time after the service of such
notice and while such breach is continuing, the Settlement System
Administrator resigns or is removed pursuant to Section 14, 15,
16 or 17 then, notwithstanding Sections 22, 23 and 25, the
provisions of Section 24 shall apply as if the appointment of
ESIS as Settlement System Administrator shall have been
terminated by its removal in accordance with Section 16 (but
disregarding for this purpose any requirement to pay Compensation
if the appointment of ESIS as Settlement System Administrator in
fact terminates after 31st March, 1999).

29. VARIATION OF SERVICE LINES

If the Executive Committee engages a person other than the
Settlement System Administrator to perform a Service contained in
a Service Line or part thereof which is listed in the Sole
Supplier Index there shall be deemed to be a failure by the
Executive Committee in a single, major respect to comply with its
obligations under the SSA Arrangements or the Settlement System
Administrator shall be entitled to insist upon due and proper
performance of the SSA Arrangements provided that the mere
variation of any Service Line to a state where no Service is to
be provided or can be Ordered thereunder shall not be deemed to
be such a failure.

30. EXTENSION OF TIME

If performance of the terms of the SSA Arrangements by the
Settlement System Administrator is delayed by reason of the act
or default of a Party or a Meter Operator Party, the Settlement
System Administrator shall be entitled to a reasonable extension
of time for performance and to any reasonable additional costs
which it can demonstrate to the Executive Committee were directly
incurred as a result of such delay provided always and on
condition that the Settlement System Administrator shall notify
the Executive Committee in writing within a reasonable time of
the circumstances giving rise to the delay in performance.

31. CONTRACT MANAGEMENT RULES

31.1 Contract Management Rules: The Parties agree that, whilst
the Contract Management Rules do not constitute or evidence
legally binding obligations, they are indicative of best practice
with respect to certain aspects of the dayto-day operation of the
SSA Arrangements and include practices and procedures which
either have been proven or are expected to facilitate that
day-to-day operation. The Parties agree that a failure by a Party
to comply with the Contract Management Rules shall not of itself
constitute a breach of the SSA Arrangements nor give rise to any
sanction against that Party.

31.2 Amendments to the Contract Management Rules: The Contract
Management Rules may be amended, modified or varied by agreement
between the Account Manager and the Contract Manager in
accordance with procedures to be agreed between themselves from
time to time.

32. GROSS MARGIN

32.1 Auditor's Report: The Settlement System Administrator shall
procure that its auditor reports to the Executive Committee
within one month after (a) the signature of the Settlement System
Administrator's annual accounts and (b) a Removal Notice being
given pursuant to Section 16 the figure that represents the Gross
Margin for the financial year in respect of which such annual
accounts have been prepared or (as the case may be) the twelve
month period ending on the date of the Removal Notice.

32.2 Negotiations:

32.2.1 If, in respect of the SSA Accounting Period to which the
annual accounts referred to in sub-section 32.1 relate, the Gross
Margin expressed as a percentage of the aggregate of the Total
Sums Due for that period is more than 25 per cent. or less than
15 per cent., Pool Members (acting through the Executive
Committee) or the Settlement System Administrator may by notice
to the other request that the Menus of Prices be reviewed.

32.2.2 If notice is given as provided in paragraph 32.2.1 above,
the Executive Committee and the Settlement System Administrator
may (but shall not be obliged to) agree to conduct such a review
of the Menus of Prices but if they do so agree and reach
agreement as to the changes in prices, any such price change
shall be effective from the beginning of the SSA Accounting
Period immediately following the SSA Accounting Period referred
to in paragraph 32.2.1 above.

32.2.3 The provisions of this sub-section 32.2 are without
prejudice to any other review or revision of the Menus of Prices
required or permitted pursuant to other provisions of this
Schedule or the Appendix hereto.

33.  FORCE M~JEURE

If by reason of Force Majoure the Settlement System Administrator
shall be unable to carry out all or any of its obligations under
this Agreement, the provisions of Clause 74 shall have effect
provided that the Settlement System Administrator shall have the
right to recover in respect of any period of Force Majoure (to
the extent that it would not otherwise have been able to recover
by reason of the Force Majoure):

(a)  the standing charge for Consultancy Services referred to in
sub-section 4.1 of Part G of the Appendix hereto time-apportioned
for that period;

(b)  the standing charge for Development Services referred to in
sub-section 5.1 of Part G of the Appendix hereto time-apportioned
for that period;

(c)  the Monthly Minimum Manpower Charge Commitment referred to
in sub-section 10.1 of Part G of the Appendix hereto (less the
sum of (a) and (b) above) time-apportioned for that period;

(d)  to the extent that the sum of (aj, (b) and (c) above falls
short of the Minimum Contract Price time-apportioned to that
period, the amount of that shortfall;

(e) Deferred Settlement Project Expenditure;

(f)  Third Party Costs invoiced to the Settlement System
Administrator in that period; and

(g)  the Suppliers Second Tier Charge time-apportioned for that
period together with any under-recovery and less any
over-recovery on the STSSC Account.

34.  CONFIDENTIALLY

Pool Members shall jointly and severally procure that the
Executive Committee, the Chief Executive's Office and the
Contract Manager shall use all reasonable endeavours to preserve
the confidentiality of, and not directly or indirectly reveal,
report, publish, disclose or transfer the Menus of Prices or the
Gross Margin, or any part of or any information contained in or
relating to the Menus of Prices or the Gross Margin (the
"Relevant Information") except:

(a)  where the Relevant Information is in the public domain
otherwise than by breach by a Pool Member, the Executive
Committee, the Chief Executive's Office or the Contract Manager
of this Agreement;

(b)  to the extent that the Settlement System Administrator gives
its prior consent in writing, it being acknowledged that such
consent has been given for disclosure of the Relevant Information
relating to the Accounting Period beginning on 1st April, 1994;

(c)  to the extent required by law, any Act of Parliament or any
Competent Authority;

(d)  to comply with the conditions of any Licence or any document
referred to in the Licence with which the party is required to
comply;

(e)  to the Executive Committee's consultants or professional
advisers or to the Pool Auditor; or

(f)  to the extent required by any judicial or arbitral process
having jurisdiction over the Pool Members, the Executive
Committee, the Chief Executive's Office or the Contract Manager,
as the case may be,

provided that the Executive Committee and its staff shall be
entitled to keep on display and make available for inspection to
(but not copying by) Pool Members (and to notify Pool Members
that there is on display and available for inspection) at the
office of the staff of the Executive Committee all Relevant
Information.

35.  NOTICES

Notices: For the purposes of this Schedule 4 and the Appendix
hereto, Clause 75 shall apply as if each of the Account Manager
and the Contract Manager is a Party with the following address
and facsimile number:

(a)  Account Manager:         Energy Settlements and Information Services 
                                Limited,
                              Fairham House,
                              Green Lane,
                              Clifton,
                              Nottingham NG11 9LN

                              Facsimile number: 0115-945 6807;

(b)  Contract Manager:        The Electricity Pool of England
                                and Wales,
                              2nd Floor,
                              15 Bloomsbury Square,
                              London WC1A 2LP

                              Facsimile number: 0171-831 4813

<PAGE>
                     APPENDIX TO SCHEDULE 4
                          THE SERVICES
                            CONTENTS

PART A - PRELlMINARY

1.   DEFINITIONS AND INTERPRETATION

1.1  Definitions
1.2  Interpretation

PART B - THE SERVICES

1.   CATEGORIES OF SERVICES

2.   PRODUCTION SERVICES

2.1  Production Services
2.2  Types of Production Services
2.3  Continuous Production Services
2.4  Ad Hoc Production Services
2.5  Limits on Production Services

3.   CONSULTANCY SERVICES

4.   DEVELOPMENT SERVICES

5.   NON-MENU SERVICES

6.   PRICE ON REQUEST ITEMS

7.   SOLE SUPPLIER SERVICES

7.1  Sole Supplier Services
7.2  Status of Sole Supplier Services
7.3  Variations of Sole Supplier Services
7.4  Review of Sole Supplier Index

8.   MANAGEMENT OF RESOURCES

9.   MARKET TESTS

9.1  Market Tests
9.2  Timing
9.3  Settlement System Administrator's involvement

10.  PERFORMANCE IMPROVEMENT PROGRAMMES

10.1 Performance Improvement Programmes
10.2 Close Co-operation
10.3 Cost-benefit Sharing
10.4 Procedure
10.5 Costs of PlPs
10.6 Division of Cost Savings
10.7 Cost Savings by Pool Members
10.8 Non-PIP Modifications

11. CONTRACT REPORTING

PART C - NEW REQUIREMENTS

1.   CHANGES TO SERVICES

1.1  Changes to Services
1.2  Negotiation
1.3  Agreed Changes to Services
1.4  Formal documentation
1.5  Addition to Sole Supplier Index

2.   PRICE ON REQUEST

2.1  Request for a price
2.2  Basis of the price
2.3  Price on Request
2.4  Amendment Procedure

PART D - VARLATION MECHANICS

1.   INDEXATION

1.1  Indexation
1.2  Mechanics

2.   VARIATION MENUS

2.1  Variation Menus
2.2  Mechanics

3.   RENT COSTS

3.1  Changes in rent
3.2  Mechanics

4.   VOLUME CHANGES

4.1  Units of Variation
4.2  Limits

5.   STANDING CHARGES

6.   MONTHLY MINIMUM MANPOWER CHARGE COMMITMENT
6.1  Monthly Minimum Manpower Charge Commitment
6.2  Reconciliation

7.   MARKET TESTS AND PERFORMANCE IMPROVEMENT PROGRAMMES

8.   INCONSISTENCIES IN THE SSA ARRANGEMENTS

PART E - ORDERING SERVICES: GENERAL PROVISIONS

1.   GENERAL REQUIREMENT FOR ORDERS

2.   EXCEPTIONS TO THE REQUIREMENT FOR ORDERS

3.   ISSUING, AND COMPLYING WITH, ORDERS AND REQUESTS

3.1  Entitlement to issue Orders and requests
3.2  Compliance with Orders and requests
3.3  Signature of requests
3.4  Signature of Orders
3.5  Limited delegation
3.6  Criteria for Orders
3.7  Authority of Pool Members, the Executive Committee and the
       Chief Executive

4.   SETTLEMENT SYSTEM ADMINISTRATOR'S PROTECTIONS

4.1  Recovery of charges
4.2  Compliance with the Director's directions
4.3  Ratification
4.4  Express authority
4.5  Reliance on documents believed genuine
4.6  General meetings
4.7  Exceptions
4.8  Reference to the Director

5.   JOB NUMBERS

5.1  Job Numbers
5.2  Extensions to Orders

6.   SUPPLEMENTAL PROVISIONS

6.1  Changing resources
6.2  Ordering ethos
6.3  Resource records
6.4  Dedication of resource
6.5  Failure to supply resource

PART F - ORDERING SERVICES: SPECIFIC PROVISIONS

1.   ORDERING PRODUCTION SERVICES

1.1  Continuous Production Services
1.2  Volume changes
1.3  Ad Hoc Production Services

2.   ORDERING CONSULTANCY SERVICES

2.1  Minimum manpower periods
2.2  Extensions of manpower
2.3  Short Notice Ordering

3.   ORDERING DEVELOPMENT SERVICES

3.1  Project Template
3.2  M inimum manpower periods
3.3  Extensions of manpower
3.4  Short Notice Ordering
3.5  Fixed Price

4.   ORDERING NON-MENU SERVICES

5.   REQUESTS BY DIRECTOR

6.   INDIVIDUAL POOL MEMBER REQUESTS

7.   THIRD PARTY PROCUREMENT

7.1  Third Party Contract
7.2  Exceptional circumstances

PART G - CHARGES FOR SERVICES: GENERAL PRINCIPLES

1.   GENERAL

2.   CHARGES FOR PRODUCTION SERVICES

2.1  Continuous Production Services
2.2  Ad Hoc Production Services

3.   CHARGES FOR SECOND TIER METERING

3.1  Charges
3.2  Separate Account
3.3  Debits against Account
3.4  Interest
3.5  Over-recovery

4.   CHARGES FOR CONSULTANCY SERVICES

4.1  Standing Charge
4.2  Manpower Charges
4.3  Revisions to charges

5.   CHARGES FOR DEVELOPMENT SERVICES

5.1  Standing Charge
5.2  Template Charging
5.3  M anpower Charges
5.4  Revisions to Charges
5.5  Fixed Charges

6.   CHARGES FOR NON-MENU SERVICES

7.   THIRD PARTY PROCUREMENT COSTS

8.   POOL DATA CATALOGUE FEES

8.1  Amount of Pool Data Catalogue Fees
8.2  Payment of Pool Data Catalogue Fees
8.3  Disputes
8.4  Interest on non-payment
8.5  Absence of Order

9.   SUMMARY OF CHARGES RECOVERABLE

10.  MONTHLY MINIMUM MANPOWER CHARGE COMMITMENT

10.1 Monthly recovery
10.2 Reconciliation procedure

11.  MINIMUM CONTRACT PRICE

11.1 Annual recovery
11.2 Monthly recovery
11.3 Minimum Contract Price

PART H - CHARGES FOR SERVICES: EXCEPTIONAL ITEMS

1.   EXTENSION PERIOD CHARGES

2.   BAD DEBTS

3.   NEW TAXES OR NEW LEGISLATION
3.1  New Taxes
3.2  New Legislation

4.   EXCEPTIONAL ITEMS

5.   MARKET TEST COSTS

6.   PIP REBATES

PART I - DEFERRED SETTLEMENT PROJECT EXPENDITURE

1.   SOFTWARE EXPENDITURE ALREADY CAPITALISED

2.   EXISTING WORK IN PROGRESS AS AT APRIL, 1994

3.   NEW PROJECTS SLNCE APRIL, 1994

PART J - COST RECOVERY

1.   CHARGES RECOVERABLE BY THE SETTLEMENT SYSTEM ADMINISTRATOR

2.   INVOICING

2.1  Invoice Statement for Prior Charges
2.2  Content of Invoice Statement
2.3  Invoice Statement for Post Charges
2.4  Content of Invoice Statement
2.5  Disputes
2.6  Invoices to Pool Members
2.7  Resignation or removal of the Settlement System
Administrator

3.   PAYMENTS

3.1  Payments by Pool Members
3.2  Disputes
3.3  Interest on non-payment
3.4  Payment of charges

4.   ALLOCATION OF CHARGES

4.1  Allocation
4.2  New and former Pool Members

PART K - ALLOCATION OF CHARGES

1.   THE SETTLEMENT SYSTEM ADMINISTRATOR'S CHARGES

1.1  Payment of Total Sum Due
1.2  Allocation of Total Sum Due
1.3  Prima facie evidence

1.4  Contributory Shares

<PAGE>
                             PART A

                           PRELIMINARY

1.  DEFINITIONS AND INTERPRETATION

1.1 Definitions: In this Appendix, except where the context
otherwise requires:

"Ad Hoc Production Services" means those Production Services
described in sub-secdon 2.4 of Part B;

"AEI" means, in respect of any SSA Accounting Period, the
underlying percentage increase in earnings over the previous 12
months ending in the October immediately prior to the start of
such SSA Accounting Period determined by reference to the Service
industries - Divisions 6-9" indicator in the "Average earnings
index: all employees: main industrial sectors" published by HMSO
in the Employment Gazette or, if such index is no longer
published in such form or by HMSO, any replacement or alternative
index therefor which is agreed between the Settlement System
Administrator and the Executive Committee to be appropriate in
the circumstances or, if the Settlement System Administrator and
the Executive Committee cannot reach agreement within a
reasonable period of time, the replacement or alternative index
determined by arbitration pursuant to Clause 83 to be
appropriate;

"Anticipated Fixed Standing Charges" means (without double
counting) the aggregate of:

(a)  the sum of all charges for (i) all Production Services
Ordered and (ii) all Consultancy Services and Development
Services Ordered at FSC Rates, as at the date of the Removal
Notice; and

(b)  the sum of all charges for (i) all Production Services and
(ii) all Consultancy Services and Development Services at FSC
Rates which, taking into account the business plan referred to in
Clause 9.1.6 current at the date of the Removal Notice, would
have been Ordered for delivery in the period from the Termination
Date to 31st March, 1999;

"ASC Rate" means the price for manpower provided in connection
with Consultancy Services and Development Services as set out in
the Menu of Manpower Prices under the title ASC (Additional
Standing Charge);

"Average RPI" means, in respect of any SSA Accounting Period, the
percentage increase in retail prices over the previous 12 months
ending in the October immediately prior to the start of such SSA
Accounting Period determined by reference to the "AII items"
index (excluding, except in relation to the indexation of the
Menu of Second Tier Metering Prices, mortgage interest) in the
Retail Prices Index published by the Central Statistical Office
or, if such index is no longer published in such form or by the
Central Statistical Office, any replacement or alternative index
therefor which is agreed between the Settlement System
Administrator and the Executive Committee to be appropriate in
the circumstances or, if the Settlement System Administrator and
the Executive Committee cannot reach agreement within a
reasonable period of time, the replacement or alternative index
determined by arbitration pursuant to Clause 83 to be
appropriate;

"Committed Additional Services Charges" means the sum of all
charges for all Consultancy Services and Development Services
Ordered at ASC Rates as at the date of the Removal Nodce;

"Consultancy Services" means the Services described as
Consultancy Services in Section 3 of Part B;

"Continuous Production Services" means those Production Services
described in sub-section 2.3 of Part B;

"Deferred Settlement Project Expenditure" means an amount of that
name which is to be recovered by the Settlement System
Administrator as charges on a deferred basis pursuant to Part 1;

"Development Services" means the Services described as
Development Services in Section 4 of Part B;

"FSC Rate" means the price for manpower provided in connection
with Consultancy Services and Development Services as set out in
the Menu of Manpower Prices under the title FSC (Fixed Standing
Charge);

"Handling Charges means, in respect of any item, such amount as
when added to the cost of such item is equal to ten per cent. of
the sum of such amount and such cost;

"Job Number" means a series of alpha-numeric digits relating to
an Order;

"Menu of Consultancy Services Prices" means the most recent
document with that title setting out prices for certain
Consultancy services which is in the agreed form or which has
been revised pursuant to Part D;

"Menu of Development Services Prices" means the most recent
document with that title setting out prices for certain
development services which is in the agreed form or which has
been revised pursuant to Part D;

"Menu of Manpower Prices" means the most recent document with
that title setting out prices for manpower which is in the agreed
form or which has been revised pursuant to Part D;

"Menu of Production Services Prices" means the most recent
document Wit.. that title setting out prices for certain
production services which is in the agreed form or which has been
revised pursuant to Part D;

"Menus of Prices" means all of:

(a)  the Menu of Consultancy Services Prices;

(b)  the Menu of Development Services Prices;

(c)  the Menu of Manpower Prices;

(d)  the Menu of Production Services Prices (including as an
annex thereto the Menu of Second Tier Metering Prices); and

(e)  any other menu of prices in the agreed form;

"Minimum Contract Price" has the meaning given to that expression
in subsection 11.3 of Part G;

"Monthly Minimum Manpower Charge Commitment" has the meaning
given to that expression in sub-section 6.1 of Part D;

"Non-Menu Services" means the Services referred to in Section 5
of Part B;

"Order" means a request in the agreed form for Services given by
the Contract Manager to the Account Manager, and "Orderedn and
UOrdering" shall be construed accordingly;

"Post Charges" means those charges in respect of which an invoice
statement is issued pursuant to sub-section 2.3 of Part J;

"Price on Request Items" means the items described as Price on
Request Items in Section 6 of Part B;

"Prior Charges" means those charges in respect of which an
invoice statement is issued pursuant to sub-section 2.1 of Part
J;

"Production Services" means the Services described as Production
Services in sub-section 2.1 of Part B;

"Project Template" means a modelling tool in the agreed form
which is used to Order Development Services and which assists in
the estimating and profiling of manpower commitment;

"Rate of Inflation" in respect of any SSA Accounting Period,
means:

(a)  in relation to the Menu of Manpower Prices, the AEI; and

(b)  in relation to all other Menus of Prices (other than charges
for general depreciation, rent and Deferred Settlement Project
Expenditure to which the Rate of Inflation shall not apply), the
Average RPI (it being acknowledged that, in relation to Service
Line 14 (Second Tier Metering), mortgage interest will be
included in the calculation of Average RPI);

"SCR Rate" means the price for manpower provided in connection
with Consultancy Services and Development Services and set Out in
the Menu of Manpower Prices under the title SCR (Standard
Contract Rate);

"Services" means the services to be provided by the Settlement
System Administrator pursuant to the SSA Arrangements, the
categories of which are set out in Section 1 of Part B;

"Sole Supplier Index" means the index with that title in the form
agreed by the Settlement System Administrator and the Executive
Committee setting out those Services or parts thereof which are
designated as having sole supplier status, as such index may be
amended or substituted from time to time by written agreement of
the Settlement System Administrator and the Executive Committee;

"Sole Supplier Services" means the Services referred to in
sub-section 7.1 of Part B;

"Third Party Contract" has the meaning given to that expression
in Section 7 of Part F;

"Third Party Costs" means costs under a Third Party Contract
which are invoiced to the Settlement System Administrator by the
third party and passed directly through to Pool Members, and
shall include those costs which are expressly stated in this
Schedule to be treated as Third Party Costs;

"Total Sum Due" has the meaning given to that expression in
Section 1 of Part J; and

"Variation Menus" means the most recent set of documents of that
title setting out changes in prices for Services which is in the
agreed form, that set comprising as at the date this Schedule
takes effect:

(a)  a Continuous Production Services Variation Menu; and

(b)  a Manpower Variation Menu.

1.2  Interpretation: In this Appendix:

(a)  except where the context otherwise requires, references to a
particular Part, Section, sub-section or paragraph shall be a
reference to that Part of this Appendix or, as the case may be,
that Section, sub-secdon or paragraph of the relevant Part; and

(b)  where a notice period in relation to the provision of a
Service begins upon receipt of an Order therefor, such notice
period shall exclude the day upon which the Service is required
to be provided and (if received after 12:00 hours on any day) the
day upon which notice is deemed to be served.

                             PART B

                          THE SERVICES

1.  CATEGORIES OF SERVICES

Categories of Services: There are four categories of Services,
being:

(a)  Production Services;

(b)  Consultancy Services;

(c)  Development Services; and

(d)  Non-Menu Services.

2.   PRODUCTION SERVICES

2.1  Production Services: Production Services are those Services
described as Production Services in the Service Lines set out in
the Menu of Production Services Prices.

2.2  Types of Production Services: Produedon Services are either
Continuous Production Services or Ad Hoc Production Services.

2.3  Continuous Production Services: Continuous Production
Services are those Production Services which the Settlement
System Administrator is to provide on a regular basis as
described in the relevant Service Line.

2.4  Ad Hoc Production Services: Ad Hoc Production Services are
those Production Services which the Settlement System
Administrator is to provide on an ad hoc basis as described in
the relevant Service Line.

2.5  Limits on Production Services: There are physical
constraints on the Settlement System which are recognised through
the maxima set out in the Menu of Production Services Prices.
This Appendix provides in sub-secdon 4.2 of Part D how Services
are to be Ordered and paced outside certain maxima and minima
limits.

3.   CONSULTANCY SERVICES

Consultancy Services are those Services described as Consultancy
Services in the Service Lines set out in the Menu of Consultancy
Services Prices.

4.   DEVELOPMENT SERVICES

Development Services are those Services described as Development
Services in the Service Lines set out in the Menu of Development
Services Prices.

5.   NON-MENU SERVICES

Non-Menu Services are those Services which (a) are requested by
the Executive Committee or the Contract Manager, or are Ordered,
to be provided by the Settlement System Administrator in its
capacity as Settlement System Administrator, (b) are not included
in a Service Line, and (c) if agreed to be provided, will not be
included in a Service Line or a Menu of Prices but will be
provided on stand-alone terms and conditions and, for the
avoidance of doubt, any service or obligation of the Settlement
System Administrator pursuant to the SSA Arrangements which is
not described in a Service Line is a Non-Menu Service.

6.   PRICE ON REQUEST ITEMS

Price on Request Items are those Services designated as Price on
Request in the Service Lines, being services for which there is a
general description in one or more of the Service Lines but for
which there is no corresponding price stated or referred to in
any Menu of Prices and for which the Settlement System
Administrator will quote a price in accordance with Section 2 of
Part C and which may or may not be added to the relevant Menu of
Prices.

7.   SOLE SUPPLIER SERVICES

7.1  Sole Supplier Services: Those Services or parts thereof
which for the time being and from time to time are listed in the
Sole Supplier Index are known as Sole Supplier Services.

7.2  Status of Sole Supplier Services: Subject to sub-section 7.2
of Schedule 4, SoleSupplier Services may only be provided by the
Settlement System Administrator. If the Executive Committee shall
engage a person other than the Settlement System Administrator to
perform a Sole Supplier Service, there shall be deemed to be a
failure by the Executive Committee in a single, major respect to
comply with its obligations under the SSA Arrangements for the
purposes of Section 28 of Schedule 4 or the Settlement System
Administrator shall be entitled to insist upon due and proper
performance by the Executive Committee of its obligations under
the SSA Arrangements.

7.3  Variations of Sole Supplier Services: The Executive
Committee shall have the right to vary the volume of Service
under any Sole Supplier Service to a level where no Service under
the relevant Service Line is capable of being provided or can be
Ordered. Exercise of this right will not constitute a failure or
deemed failure by the Executive Committee to comply with its
obligations under the SSA Arrangements.

7.4  Review of Sole Supplier Index: Within a period of six months
after 31st March, 1999 the Settlement System Administrator shall
review the Sole Supplier Index in consultation with the Executive
Committee to assess whether it is appropriate to amend the list
of Services which are designated as Sole Supplier Services. If as
a result of that review or at any other time the Settlement
System Administrator and the Executive Committee shall agree to
amend or substitute the list of Services in whole or in part, the
Sole Supplier Index shall be revised accordingly.

8.  MANAGEMENT OF RESOURCES

The Settlement System Administrator shall manage and schedule its
resources and the resources available to it as it sees fit.
Neither the Contract Manager nor Pool Members shall be entitled
to specify that particular individuals be provided in relation to
Services other than named project managers pursuant to Service
Line 16 (Management Services), but the Contract Manager and Pool
Members shall have the right to specify skill categories.

9.   MARKET TESTS

9.1  Market Tests: The Executive Committee shall have the right
to carry out market tests of the price of Services in accordance
with the following provisions of this Section.

9.2  Timing: Market tests shall be carried out at the request of
the Executive Committee from time to time and shall be conducted
by or on behalf of the Executive Committee.

9.3  Settlement System Administrator's involvement:

(a)  If the Executive Committee wishes the Settlement System
Administrator to take account of a market test, then the
Executive Committee shall use its reasonable endeavours to
commission a market test on a "like for like" basis for the
provision of the Service in question (including as to quality,
timeliness and flexibility) from a supplier of equal standing to
the Settlement System Administrator agreed between the Executive
Committee and the Settlement System Administrator (such agreement
not to be unreasonably withheld) and shall permit the Settlement
System Administrator to appraise the method and results of the
market test and to request clarification of the method and
clarification and correction of the results.

(b)  If the market test shall result in an indication that the
Service in question may be obtained at a lower comparable price
from another supplier, the Settlement System Administrator shall
either demonstrate within a reasonable time why it is unable to
adopt the lower comparable price or accept the results of the
market test and forthwith adopt the lower comparable price.

(c)  If the Settlement System Administrator shall seek to
demonstrate why it is unable to adopt the lower comparable price
rather than accept the results of the market test but the
Executive Committee disputes that the Settlement System
Administrator either has done so within a reasonable time as
required by paragraph (b) above or has adequately demonstrated
why it is unable to adopt the lower comparable price, and in
either case should therefore accept the results of the market
test and adopt the lower comparable price, the Executive
Committee may refer the dispute to arbitration in accordance with
Clause 83.

10.  PERFORMANCE IMPROVEMENT PROGRAMMES

10.1 Performance Improvement Programmes: The Executive Committee
and the Settlement System Administrator may from time to time
agree to conduct programmes designed to improve the
cost-effectiveness of the Services. All such programmer shall be
conducted in accordance with the principles set out in the
following provisions of this Seaion and the Settlement System
Administrator shall be obliged to participate in all such
programmes.

10.2 Close Co-operation: Performance Improvement Programmes shall
require close co-operation and an exchange of information between
the Executive Committee and the Settlement System Administrator
to a greater degree than is contemplated elsewhere by the terms
of this Agreement.

10.3 Cost-benefit Sharing: The purpose of a Performance
Improvement Programme is to yield cost-benefit sharing and any
such programme will involve an analysis of actual costs rather
than the prices that are contained in the Menus of Prices.

10.4 Procedure: The procedure for conducting a Performance
Improvement Programme is set out in the Contract Management
Rules.

10.5 Costs of PlPs: The costs of all Performance Improvement
Programmes shall be borne by Pool Members according to their
respective Contributory Shares and shall be recovered in
accordance with the Charging Procedure.

10.6 Division of Cost Savings: If a Performance Improvement
Programme shall demonstrate a saving in all or any of the costs
that are incurred by the Settlement System Administrator in
providing the Services, then that saving shall be shared equally
between the Settlement System Administrator on the one hand and
Pool Members on the other hand at that time and in the manner
agreed between the Account Manager and the Contract Manager from
time to time provided that the Pool Members shall have the right
to receive the entire benefit of that saving until such time as
they have received in full through that saving an amount equal to
the costs incurred by them referred to in subsection 10.5 above.

10.7 Cost Savings by Pool Members: If a Performance Improvement
Programme shall demonstrate a saving in all or any of the costs
that are incurred by Pool Members (other than costs payable to
the Settlement System Administrator under the SSA Arrangements),
the relevant Pool Members shall have the right to the entire
benefit of that saving and shall not be required to share all or
any part of that benefit.

10.8 Non-PIP Modifications: The following actions with regard to
any Service provided by the Settlement System Administrator shall
not be the subject of a Performance Improvement Programme and any
cost savings caused by such action shall not be dealt with in
accordance with the principles of the Performance Improvement
Programmes:

(a)  a change in the volume and/or frequencies of any Service
under a Service Line within the maximum and minimum limits stated
for that Service in the relevant Menu of Prices;

(b)  a change in the level of quality, fault tolerance or
security for a particular Service where the commercial objectives
(as stated in the relevant Service Lines) are not amended in
respect of that change;

(c)  replacement of any Hardware or Software in the normal course
of business;

(d)  where a Performance Improvement Programme is undertaken in
respect of one or more particular Service Lines, an;- concomitant
modification to a Service Line which is not the subject of that
particular Performance Improvement Programmer and

(e)  where the Settlement System Administrator discovers that,
through its own efforts, it has performed Services in a more
efficient manner than it originally planned.

11.  CONTRACT REPORTING

Reports: The Settlement System Administrator shall provide the
Contract Manager with reports in accordance with Senice Line 10
(Service to CEO and Pool Members).


                             PART C

                        NEW REQUIREMENTS

1.   CHANGES TO SERVICES

1.1  Changes to Services: Without prejudice to Parties' rights
generally to amend this Agreement, the Contract Manager may from
time to time request the Settlement System Administrator:

(a)  to provide a new Service; or

(b)  to amend a Service currently included in a Service Line or
to amend a Non-Menu Service; or

(c)  to delete a Service currently included in a Service Line.

1.2  Negotiation: Upon receipt of any such request the Account
Manager will negotiate in good faith with the Contract Manager to
amend in accordance with the Change Management Procedure referred
to in Service Line 12 (Management of Settlement Change) the
applicable Service Lirle, Menu of Prices and Variation Menu (or,
if the Service is a Non-Menu Service, to agree or amend
documentation recording the terms and conditions on which the
Non-Menu Service is to be provided) and, if necessary, to amend
other elements of the SSA Arrangements to give effect to such
request provided that:

(a)  neither the Settlement System Administrator nor the
Executive Committee nor Pool Members shall be obliged to agree
any such amendment or documentation; and

(b)  there shall be no obligation on the Account Manager or the
Contract Manager to continue such negotiations if it is or
becomes evident that there is no agreement to provide the Service
or make the change referred to in sub-section 1.1 above or as to
the amendments required to give effect to such new Service or
change.

As part of the negotiations for the provision of a new or amended
Service, the Account Manager shall provide the Contract Manager
with (in the case of a new Service) a price for the Service
together with a statement of the incremental (but not necessarily
pro rata) resource requirement and an accompanying written
explanation, and (in the case of an amended Service) a revised
price for that Service justified by reference to the prices in
the relevant Menu of Prices and accompanied by a written
explanation.

1.3  Agreed Changes to Services: The SSA Arrangements, applicable
Service Lines, Menus of Prices and Variation Menus (or, if a
Non-Menu Service is affected, the documentation recording the
terms and conditions on which the NonMenu Service is to be
provided) shall be amended as required to reflect any agreement
between the Pool Members and the Settlement System Administrator
to:

(a)  vary the SSA Arrangements, the Settlement System or the
Development Policies; or

(b)  include an Ad Hoc Production Service as a Continuous
Production Service,

in accordance, where appropriate, with the Contract Management
Ruler.

1.4  Formal documentation: Any new Service or change to Service
referred to in sub-section 1.1 above shall take effect as from
the date specified in the formal documentation giving effect to
such new Service or change and in accordance with the terms of
such documentation.

1.5  Addition to Sole Supplier Index: Where a new Service Line is
created as part of the formal documentation giving effect to a
new Service or change to a Service the Settlement System
Administrator and the Executive Committee shall consider whether
such new Service Line should be added to the Sole Supplier Index
and, if they so agree, it shall be so added.

2.   PRICE ON REQUEST

2.1  Requestfor a price: The Contract Manager may from time to
time request the Account Manager on behalf of the Settlement
System Administrator to quote a price for any Price on Request
Item and the Settlement System Administrator will within a
reasonable time quote such a price.

2.2  Basis of the price: The price quoted by the Settlement
System Administrator shall be calculated by taking account of the
Menu of Prices for the category of Services which most closely
corresponds to the relevant Price on Request Item and, if
applicable, to the price payable for any third party resources
for which the Settlement System Administrator will need to
contract to provide such Price on Request Item.

2.3  Price on Request: The request and quotation procedure in
sub-sections 2.1 and 2.2 above is known as the Price on Request
procedure.

2.4  Amendment Procedure: Upon receipt of the Settlement System
Administrator's price the Contract Manager may (but shall not be
obliged to) agree the price quoted. If the Contract Manager shall
notify the Account Manager that he agrees the price, the Account
Manager and the Contract Manager shall ordinarily amend the
applicable Menu of Prices to include the quoted price and the
applicable Variation Menu and, if necessary, the applicable
Service Line to include more detail as to the Service to be
provided, unless the Contract Manager and the Account Manager
agree that the price of a Price on Request Item shall not be
added to the applicable Menu of Prices in which case such Price
on Request Item shall remain a Price on Request Item. Upon such
amendment(s) being made the relevant Price on Request Item shall
cease to be a Price on Request Item and shall become a Production
Service, a Development Service or a Consultancy Service (as
appropriate) which may then be Ordered.

                             PART D

                       VARIATION MECHANICS

1.   INDEXATION

1.1  Indexation: With effect from the first day of each SSA
Accounting Period, beginning with the SSA Accounting Period
starting in 1995:

(a)  the Variation Menus shall be automatically adjusted by the
applicable Rate of Inflation; and

(b)  the Menus of Prices shall be automatically adjusted by the
applicable Rate of Inflation,

but in each case only where and to the extent expressly provided
in the relevant Menu.

1.2  Mechanics: No later than two months before the first day of
each SSA Accounting Period, beginning with the SSA Accounting
Period starting in 1995, the Settlement System Administrator
shall prepare and deliver to the Contract Manager revised Menus
of Prices and Variation Menus adjusted in accordance with
sub-section 1.1 above and in the case of Menus of Prices sub
section 2.1 below together with a report from the Settlement
System Administrator's auditor confirming that it has reviewed
the revised Menus of Prices and Variation Menus and that they
have been correctly adjusted in accordance with such
sub-sections.

2.   VARIATION MENUS

2.1  Variation Menus: With effect from the first day of each SSA
Accounting Period, beginning with the SSA Accounting Period
starting in 1995, and/or at such other times as may be prescribed
in the relevant Variation Menu, the Menus of Prices shall be
automatically adjusted as provided in the Variation Menus, as
such Variation Menus have themselves first been adjusted as
appropriate by the applicable Rate of Inflation pursuant to
sub-section 2.1 above.

2.2  Mechanics:

(a)  In the preparation of revised Menus of Prices in accordance
with subsection 1.2 above, the Settlement System Administrator
shall ensure that the adjustments to the Menus of Prices
prescribed by the Variation Menus as referred to in sub-section
2.1 above are taken fully into account.

(b)  If an adjustment to a Menu of Prices is prescribed pursuant
to subsection 2.1 above otherwise than with effect from the first
day of an SSA Accounting Period, the Settlement System
Administrator shall prepare and deliver to the Contract Manager
no later than two months before the adjustment is to take effect
a revised Menu of Prices.

3.   RENT COSTS

3.1  Changes in rent: If there shall be a change (whether an
increase or a decrease) in the aggregate amount of rent payable
by the Settlement System Administrator for such premises occupied
by the Settlement System Administrator as may be agreed from time
to time between the Settlement System Administrator and the
Executive Committee (being in any event premises occupied by the
Settlement System Administrator for the performance of the
Services), the Menu of Production Services Prices shall be
automatically adjusted with effect from the date on which such
change takes effect by the fair allocation of the amount of such
change across the prices for all Continuous Production Services
provided that in the calculation of the change in the aggregate
amount of rent payable by the Settlement System Administrator any
increase in the amount of rent payable in respect of any premises
occupied by the Settlement System Administrator shall be taken
into account only to the extent that the Settlement System
Administrator is able to demonstrate to the reasonable
satisfaction of the Executive Committee that the rent for the
relevant premises as so increased is no more than the open market
rack rent for those premises as at the date of such increase.

3.2 Mechanics: If there shall be a change in rent as described in
sub-section 3.1 above, the Settlement System Administrator shall
prepare and deliver to the Contract Manager a revised Menu of
Production Services Prices adjusted in accordance with
sub-section 3.1 above together with a report from the Settlement
System Administrator's auditor confirming that it has reviewed
the revised Menu of Production Services Prices and that it has
been fairly adjusted in accordance with sub-section 3.1 above.

4.   VOLUME CHANGES

4.1  Units of Variation: Menus of Prices may provide for units of
variation and prices per unit of variation to Services in which
case the units of variation can be Ordered at the price per unit
stated upon the requisite period of notice of variation (if any)
being given.

4.2  Limits: Menus of Prices may provide maximum and minimum
limits of a particular Service. Services required in excess of
any such maximum shall be treated as new Services and Services
required below any such minimum shall, at the request of the
Contract Manager, be provided at a revised lower price where
determined in accordance with a Performance Improvement
Programme.

5.   STANDING CHARGES

The standing charges referred to in sub-sections 4.1 and 5.1 of
Part G shall be varied automatically at the times and in the
manner provided in the relevant Service Line.

6.   MONTHLY MINIMUM MANPOWER CHARGE COMMITMENT

6.1  Monthly Minimum Manpower Charge Commitment: For each Service
Line, the Monthly Minimum Manpower Charge Commitment for any
month shall be determined in accordance with the following
formula:

MMMCC    = C
          12

where:

MMMCC     is the Monthly Minimum Manpower Charge Commitment for
          the month in question (expressed in pounds sterling);

A         is the minimum number of man-days per annum for each
          skill category as shown in the minimum manpower column
          in the current Menu of Consultancy Services Prices and
          the current Menu of Development Services Prices;

B         is the price at current FSC Rates for the same skill
          category as shown in the Menu of Manpower Prices; and

C         is the aggregate of the sum of (A x B) for all skill
categories as so shown.

6.2  Reconciliation: Within 15 working days after (x) the first
six month period in an SSA Accounting Period and (y) the end of
an SSA Accounting Period (each an "MMMCC Calculation Period") the
Settlement System Administrator shall for each Service Line
calculate and notify the Contract Manager of:

(a)  the aggregate Monthly Minimum Manpower Charge Commitment for
the six months falling in the MMMCC Calculation Period ("Sum A");

(b)  the aggregate charges for manpower Ordered for the six
months falling in the MMMCC Calculation Period in connection with
Consultancy Services and Development Services ("Sum B"); and

(c)  the aggregate amount invoiced to Pool Members in the MMMCC
Calculation Period being for each month the greater of the
Monthly Minimum Manpower Charge Commitment or the charge for
manpower Ordered (USum C").

The relevant adjustment for the purposes of sub-section 10.2 of
Part G shall always be zero or a credit to Pool Members, shall
arise either:

(i)  where Sum A is greater than or equal to Sum B in which event
the credit shall be such amount as is equal to the amount by
which Sum C exceeds Sum A; or

(ii) where Sum A is less than Sum B in which event the credit
shall be such amount as is equal to the amount by which Sum C
exceeds Sum B.

7.  MARKET TESTS AND PERFORMANCE IMPROVEMENT PROGRAMMES

The Menus of Prices shall be further adjusted following a market
test or the implementation of a Performance Improvement Programme
in accordance with the agreement (if any) reached between the
Settlement System Administrator and the Executive Committee.

8.  INCONSISTENCIES IN THE SSA ARRANGEMENTS

If there is a change or variation to any part of the SSA
Arrangements which creates an inconsistency in the obligations to
be discharged by the Settlement System Administrator under the
SSA Arrangements, the Settlement System Administrator may request
the Contract Manager (in the case of a Service Line) or Pool
Members, through the Executive Committee (in the case of any
other part of the SSA Arrangements) to make such amendments to
the SSA Arrangements as it considers necessary to remove such
inconsistency and the Contract Manager or, as the case may be,
the Executive Committee shall act accordingly to make such
amendments as soon as reasonably possible.

                             PART E

              ORDERING SERVICES: GENERAL PROVISIONS

1.  GENERAL REQUIREMENT FOR ORDERS

Save as provided in Section 2 below, an Order shall be required
to be given to the Settlement System Administrator for each and
every Service. Save as so provided, the Settlement System
Administrator shall not, and shall not be required to, provide
any Service, carry out or comply with any request or enter into
any contract or other arrangement or do any other thing under or
pursuant to the SSA Arrangements unless an Order is given to and
received by the Settlement System Administrator in accordance
with this Part and (if applicable) Part F.

2.  EXCEPTIONS TO THE REQUIREMENT FOR ORDERS

No Order is required to be received by the Settlement System
Administrator in respect of:

(a)  Services provided under Service Line 14 (Second Tier
Metering) unless and until an ordering procedure is agreed
between the Settlement System Administrator and the Executive
Committee;

(b)  Services provided to an individual Pool Member under Service
Line 10 (Service to CEO and Pool Members) or Service Line 11
(Listing and Load Modules) for which a request is received by the
Settlement System Administrator directly from that Pool Member
and where the Pool Member is charged directly for those Services;

(c)  Services provided to the Director or his staff in response
to a request therefrom under Service Line 9 (Service to the
Director General of Electricity Supply);

(d)  requests of the description in sub-section 3.1(a) below;

(e)  Services provided or acts carried out where, in the
reasonable opinion of the Settlement System Administrator, there
will be a breach of NGC's obligations under the Act or NGC's
Transmission Licence unless such Services are provided or such
acts are carried out by the Settlement System Administrator;

(f)  Services provided or acts carried out by the Settlement
System Administrator in good faith where the Contract Manager or
his alternate was unavailable to give an Order and, in the
reasonable opinion of the Settlement System Administrator, it was
necessary to act without an Order having been received from the
Contract Manager in order to ensure the continued of the Services
under the SSA Arrangements provided that, for the Settlement
System Administrator to have the right to charge for such
Services or acts, an Order shall be required to be issued after
the event and, unless the Settlement System Administrator has not
acted in good faith, the Contract Manager shall issue such an
Order; and

(g)  requests from Pool Members, the Executive Committee, the
Chief Executive's Office or the Contract Manager for access to
persons involved in the provision of Production Services and no
charge shall be made where such requests do not exceed the limits
set out in the Contract Management Rules.

3.  ISSUING, AND COMPLYING WITH, ORDERS AND REQUESTS

3.1  Entitlement to issue Orders and requests: The only persons
entitled to issue Orders to or to make requests of the Settlement
System Administrator under the SSA Arrangements are:

(a)  if the request has no material cost consequence for the
Settlement System Administrator, the Executive Committee (either
actUng by itself or through the Chief Executive) or the Contract
Manager;

(b)  if the request has such a material cost consequence, the
Contract Manager by means of an Order;

(c)  individual Pool Members by request under Service Line 10
(Service to CEO and Pool Members) or Service Line 11 (Listing and
Load Modules); and

(d)  the Director or his staff by request under Service Line 9
(Service to the Director General of Electricity Supply).

3.2  Compliance with Orders and requests: Subject to the other
provisions of this Section 3, the Settlement System Administrator
shall at all times observe and comply with all requests made by
(a) the Executive Committee or the Contract Manager, or (b)
individual Pool Members under Service Line 10 (Service to CEO and
Pool Members) or Service Line 11 (Listing and Load Modules), or
(c) the Director or his staff under Service Line 9 (Service to
the Director General of Electricity Supply), and all Orders which
fulfil the criteria set out in subsection 3.6 given by the
Contract Manager.

3.3  Signature of requests: The Settlement System Administrator
shall be entitled to rely upon any request of the Executive
Committee if the same is signed by or on behalf of two or more
Committee Members or by or on behalf of the Chief Executive.

3.4  Signature of Orders: The Settlement System Administrator
shall be entitled to rely upon an Order if the same is signed by
the Contract Manager.

3.5  Limited delegation: The Settlement System Administrator
shall not act on the directions or instructions of any
sub-committee of the Executive Committee or any delegate of the
Executive Committee other than the Chief Executive or (in the
case of Orders) the Contract Manager.

3.6  Criteria for Orders: An Order shall:

(a)  be in writing and be clear and unequivocal (and an Order
shall be deemed such until such time as the Settlement System
Administrator requests any necessary clarification);

(b)  have due regard to the resources of the Settlement System
Administrator available to give effect to such Order;

(c)  not increase the liabilities of the Settlement System
Administrator beyond those contemplated under the SSA
Arrangements without proper compensation. For this purpose,
without limitation, compensation for increased liabilities shall
be proper if an indemnity is given to the Settlement System
Administrator which is reasonably satisfactory to it or other
compensation reasonably satisfactory to the Settlement System
Administrator is provided to it;

(d)  not conflict with the terms of the SSA Arrangements; and

(e)  not cause the Settlement System Administrator to breach any
of NGC's obligations under the NGC Transmission Licence.

3.7  Authority of Pool Members, the Executive Committee and the
Chief Executive: Save as provided in sub-section 3.1 (a) and in
respect of Services under Service Line 10 (Service to CEO and
Pool Members) or Service Line 11 (Listing and Load Modules):

(a)  none of the Pool Members, the Executive Committee and the
Chief Executive may issue requests or Orders to the Settlement
System Administrator; and

(b)  the Settlement System Administrator shall not act in
accordance with any request of the Pool Members, Chief Executive
or Executive Committee unless the Pool Members, the Executive
Committee or the Chief Executive act through the Contract
Manager.

4.   SETTLEMENT SYSTEM ADMINISTRATOR'S PROTECTIONS

4.1  Recovery of charges: Nothing in this Part E and no omission
on the part of the Contract Manager to issue an Order or to issue
an Order for sufficient Services to cover the Monthly Minimum
Manpower Charge Commitment and Minimum Contract Price shall
prevent the Settlement System Administrator from invoicing and
recovering from Pool Members in accordance with Parts G and J the
Monthly Minimum Manpower Charge Commitment, the Minimum Contract
Price and the standing charges referred to in sub-sections 4.1
and 5.1 of Part G.

4.2  Compliance with the Director's directions: No liability
whatsoever shall attach to the Settlement System Administrator as
a result of due compliance by it with any directions and
instructions of the Director, provided that in complying with
such directions and instructions the Settlement System
Administrator is at all times acting in good faith.

4.3  Ratification: Nothing in the SSA Arrangements shall prevent
the Executive Committee or the Contract Manager from ratifying
any act of the Settlement System Administrator such ratification
to be, where applicable, by way of an Order.

4.4  Express authority: All requests of the Executive Committee
and Orders or requests of the Contract Manager to the Settlement
System Administrator shall, as between the Settlement System
Administrator and the Pool Members, be deemed to have the express
authority of and shall be binding without reservation upon all
Pool Members.

4.5  Reliance on documents believed genuine: The Settlement
System Administrator shall be entitled to rely upon any
communication or document reasonably believed by it to be genuine
and correct and to have been communicated or signed by the person
by whom it purports to be communicated or signed and shall not be
liable to any of the Parties for any of the consequences of such
reliance.

4.6  General meetings: The Settlement System Administrator shall
not be obliged to take any steps to ascertain whether any
resolution of Pool Members in general meeting or of any class of
Pool Members in separate general meeting which it is advised by
the Executive Committee or the Chief Executive as having been
passed was in fact passed or passed by the requisite majority and
until the Settlement System Administrator shall have express
written notice to the contrary from the Executive Committee or
the Chief Executive it shall be entitled to assume that the
relevant resolution was passed or (as the case may be) the
relevant requisite majority was obtained.

4.7  Exceptions: Notwithstanding the foregoing provisions of
Section 3, in the performance of its duties and responsibilities
under the SSA Arrangements the Settlement System Administrator
shall not be bound to act in accordance with any request of the
Executive Committee or the Contract Manager or any individual
Pool Member under Service Line 10 (Service to CEO and Pool
Members) or Service Line 11 (Listing and Load Modules), or an
Order if:

(a)  to do so would cause the Settlement System Administrator to
breach any of NGC's obligations under the Act or NGC's
Transmission Licence; or

(b)  the Settlement System Administrator has reasonable grounds
for believing that it would so breach any of such obligations and
has consulted the Director and:

(i)  the Director has not indicated that in his view it would not
involve any such breach; or

(ii) the Director has indicated that, notwithstanding any such
actual or potential breach, the Director would not be minded to
enforce compliance with those obligations and the Settlement
System Administrator has received an indemnity reasonably
satisfactory to it in respect of its acting in accordance with
such requests or Orders.

In any such event the Settlement System Administrator shall
promptly notify the Executive Committee.

4.8  Reference to the Director: If at any time the Settlement
System Administrator has a concern which is properly and
reasonably founded that, in acting in accordance with any
requests of the Executive Committee or the Contract Manager or an
individual Pool Member or any Order, it will breach one or more
of NGC's obligations under the Act or NGC's Transmission Licence,
then, if having discussed the matter with the Executive Committee
the matter remains unresolved, the Settlement System
Administrator shall either comply with such request or Order or
by notice in writing refer the same to the Director, such notice
to set out in full the request or be accompanied by a copy of the
Order (as the case may be) given to the Settlement System
Administrator and the grounds for such concern and to be copied
to the Executive Committee and (if applicable) the individual
Pool Member. Pending any guidance from the Director in response
to any such reference and, provided that the Director shall not
express any view that such reference is misconceived, vexatious
or in respect of an improperly or unreasonably founded concern,
the Settlement System Administrator shall not be liable to any of
the other Parties for refusing to act in accordance with the
relevant request or Order. If the Director shall express such a
view, the Settlement System Administrator shall be so liable.

5.   JOB NUMBERS

5.1  Job Numbers: The Contract Manager shall ensure that each
Order that he issues shall have a Job Number and a stated
objective. Where Orders issued by the Contract Manager have a
common stated objective they will bear a related Job Number.

5.2  Extensions to Orders: Extensions to Orders may be made only
if the Order in respect of such extension bears the same stated
objective as the earlier Order.

6.   SUPPLEMENTAL PROVISIONS

6.1  Changing resources: Once the Contract Manager has become
aware of the identity of a particular person to be allocated to a
particular Order whose responsibilities include direct
communication with the Executive Committee or the Contract
Manager (as the case may be) in connection with that Order, that
person shall not be changed without prior consultation with and
the agreement of the Executive Committee or the Contract Manager.

6.2  Ordering ethos: The Executive Committee shall endeavour to
place Orders that month on month maintain a steady level of
resource requirement but shall have the right to place Orders at
any level that varies reasonably from one month to the next
provided that nothing in this sub-section shall prevent a Service
Line being varied to a state where no Service is to be provided
or can be Ordered thereunder.

6.3  Resource records: The Settlement System Administrator shall
maintain a record showing by Job Number where a Service has been
Ordered but no work delivered or (as the case may be) no added
value provided in the provision of that Service.

6.4  Dedication of resource: The resource represented by an Order
shall be dedicated wholly and exclusively to the provision of the
Service Ordered and shall not be made available to any third
party or for any other purpose without the prior written consent
of the Contract Manager.

6.5  Failure to supply resource: Where a resource has been
Ordered but is not delivered in accordance with the terms of that
Order, that resource shall be delivered at no further cost to
Pool Members at such time or times as may be reasonably required
by the Contract Manager and subject to such limits as may be
agreed from time to time by the Account Manager and the Contract
Manager.

                             PART F
             ORDERING SERVICES: SPECIFIC PROVISIONS
                                
1.   ORDERING PRODUCTION SERVICES

1.1  Continuous Production Services: The minimum period for which
a Condnuous Production Service can be Ordered is one month.

1.2  Volume changes: If there shall be a change in the volume of
Continuous Production Services for which no Order has been given,
the Settlement System Administrator shall promptly notify the
Contract Manager who shall promptly issue an Order with
retrospective effect for such change.

1.3  Ad Hoc Production Services: The Contract Manager shall have
the right to Order Ad Hoc Production Services in accordance with
the Menu of Production Services Prices.

2.   ORDERING CONSULTANCY SERVICES

2.1  Minimum manpower periods: The minimum periods for which
manpower can be Ordered for Consultancy Services are:

(a)  if charged at the FSC Rate, one month;

(b)  if charged at the ASC Rate, four months; and

(c)  if charged at the SCR Rate, one day.

2.2  Extensions of manpower: If manpower of a particular skill
category has been Ordered for Consultancy Services and the
Contract Manager requires further manpower of that skill category
for Consultancy Services with the same stated objective as the
earlier Order, the Contract Manager may Order the extension of
such manpower requirement:

(a)  where the earlier Order is charged at the ASC Rate, for one
or more whole months at the same rate upon giving at least one
month's prior notice to the Settlement System Administrator; and

(b)  where the earlier Order is charged at the SCR Rate, for one
or more periods of five days at the same rate upon giving at
least five working days' prior notice to the Settlement System
Administrator.

Once the stated objective of a Consultancy Service has been
achieved or otherwise satisfied, there shall be no extension of
manpower under this subsection 2.2 in relation to that stated
objective.

2.3  Short Notice Ordering: If the Order for Consultancy Services
is received by the Settlement System Administrator less than
three working days before the date on which the Consultancy
Service is required, the Settlement System Administrator shall
use all reasonable endeavours to provide the necessary manpower
but shall have no absolute obligation so to do. The Charge for
Consultancy Services Ordered on such notice shall be the SCR Rate
as referred to in sub-section 4.2(c) of Part G.

3.   ORDERING DEVELOPMENT SERVICES

3.1  Project Template: Subject to sub-section 3.5 below,
Development Services shall be Ordered to a Project Template and
the provisions of sub-secdons 3.2 to 3.4 (inclusive) shall apply
to any such Order. The Settlement System Administrator shall
supply the Contract Manager with copies of Project Templates to
the values agreed from time to time between the Account Manager
and the Contract Manager.

3.2  Minimum manpower periods: The minimum periods for which
manpower can be Ordered for Development Services are:

(a)  if charged at the FSC Rate, one month;

(b)  if charged at the ASC Rate, four months; and

(c)  if charged at the SCR Rate, one day.

3.3  Extensions of manpower: If manpower of a particular skill
category has been Ordered for Development Services and the
Contract Manager requires further manpower of that skill category
for Development Services with the same stated objective as the
earlier Order, the Contract Manager may Order the extension of
such manpower requirement:

(a)  where the earlier Order is charged at the ASC Rate, for one
or more whole months at the same rate upon giving at least one
month's prior notice to the Settlement System Administrator; and

(b)  where the earlier Order is charged at the SCR Rate, for one
or more periods of five days at the same rate upon giving at
least five working dayst prior notice to the Settlement System
Administrator.

Once the stated objective of a Development Service has been
achieved or otherwise satisfied, there shall be no extension of
manpower under this subsection 3.3 in relation to that stated
objective.

3.4  Short Notice Ordering: If the Order for Development Services
is received by the Settlement System Administrator less than
three working days before the date on which the Development
Service is required, the Settlement System Administrator shall
use all reasonable endeavours to provide the necessary manpower
but shall have no absolute obligation so to do. The Charge for
Development Services Ordered on such notice shall be the SCR Rate
as referred to in sub-section 5.3(c) of Part G.

3.5  Fixed Price: Notwithstanding the foregoing provisions of
this Section 3, the Contract Manager and the Settlement System
Administrator may agree from time to time that Development
Services shall be Ordered on a fixed price basis and, if so
agreed, shall record the terms of that fixed price agreement
(including payment terms) in writing.

4.   ORDERING NON-MENU SERVICES

A Non-Menu Service may not be Ordered unless and until
documentation recording the terns and conditions on which it is
to be provided has been agreed as provided in Section 1 of Part
C.

5.   REQUESTS BY DIRECTOR

The Director or his staff may make requests for Services under
and in accordance with Service Line 9 (Service to the Director
General of Electricity Supply).

6.   INDIVIDUAL POOL MEMBER REQUESTS

Individual Pool Members may make requests for Services under and
in accordance with Service Line 10 (Service to CEO and Pool
Members) or Service Line 11 (Listing and Load Modules).

7.   THIRD PARTY PROCUREMENT

7.1  Third Party Contract: Subject to sub-section 7.2 below, upon
receipt of an Order and on and subject to the terms and
conditions thereof, the Settlement System Administrator shall
enter into or (as the case may be) amend, vary or modify (or
agree to an amendment, variation or modification of) a contract
or other arrangement with a third party for the provision of a
resource to or for the benefit of the Settlement System
Administrator to enable it to provide a Service the costs of
which are to be passed directly to Pool Members (a "Third Party
Contracts), but shall not do any of the foregoing in the absence
of such an Order.

7.2  Exceptional circumstances: If by reason of:

(a)  a term in any licence of Licensed Software (as defined in
Section 9 of Schedule 4); or

(b)  the Service requiring the provision of skill sets outside
the defined scope of the Manpower Menu of Prices; or

(c)  the Service requiring product knowledge outside the defined
scope of the SSA Arrangements,

the Settlement System Administrator has no option but to contract
with a third party for the provision of a resource to or for the
benefit of the Settlement System Administrator to enable it to
provide a Service, it shall request the Contract Manager to issue
an Order to that effect and shall give a written explanation in
support of that request and allow the Contract Manager sufficient
time to consult the Executive Committee provided that the
Contract Manager shall have no obligation to issue any such Order
and, if no such Order is issued, the Settlement System
Administrator shall not enter into any such contract.

                             PART G

            CHARGES FOR SERVICES: GENERAL PRINCIPLES

1.  GENERAL

The Settlement System Administrator shall have the right to
charge Pool Members for Services it has provided or is to provide
and to recover from them the charges set out in this Part G and
in Part H upon and subject to the terms and conditions set out in
such Parts. A summary of the charges recoverable by the
Settlement System Administrator in respect of any month is set
out in Section 9 below.

2.   CHARGES FOR PRODUCTION SERVICES

2.1  Continuous Production Services: The charge for each
Continuous Production Service shall be the corresponding price
set out in the Menu of Production Services Prices.

2.2  Ad Hoc Production Services: The charge for each Ad Hoc
Production Service shall be the corresponding price set out in
the Menu of Production Services Prices.

3.   CHARGES FOR SECOND TIER METERING

3.1  Charges: The Settlement System Administrator shall have the
right to charge for the provision of Services in Service Line 14
(Second Tier Metering) in accordance with the Menu of Second Tier
Metering Prices (being an annex to the Menu of Production
Services Prices).

3.2  Separate Account: The Settlement System Administrator shall
open and maintain a separate account (the "STSSC Account") to
which it shall credit monthly the Second Tier Suppliers System
Charge received for that month.

3.3  Debits againstAccount: The Settlement System Administrator
shall debit the STSSC Account each month with the amount that it
is entitled to charge in accordance with sub-section 3.1 above
for the provision of Services in Service Line 14 (Second Tier
Metering).

3.4  Interest: Interest shall accrue and be chargeable on credit
and debit balances on the STSSC Account as follows:

(a)  the Settlement System Administrator shall have the right to
charge interest on any debit balance on the STSSC Account; and

(b)  the Settlement System Administrator shall be liable to pay
interest on any credit balance on the STSSC Account.

The rate of interest shall be agreed from time to time between
the Executive Committee and the Settlement System Administrator
and shall accrue from day to day on the basis of a 365-day year
on the credit or debit balances outstanding.

3.5  Over-recovery: If at the end of an Accounting Period there
shall be a credit balance on the STSSC Account the Settlement
System Administrator shall account for that balance to such
persons as the Executive Committee shall direct.

4.   CHARGES FOR CONSULTANCY SERVICES

4.1  Standing Charge: The Settlement System Administrator shall
have the right to recover in respect of each month the standing
charge for Consultancy Services set out in the Menu of
Consultancy Services Prices, whether or not Consultancy Services
are Ordered or the volume of service under the relevant Service
Line has been reduced to zero or the relevant Service Line
cancelled.  It is agreed that standing charges for Consultancy
Services are applicable only to Service Lines 8 (Service to Pool
Auditor), 10 (Service to CEO and Pool Members), 12 (Management of
Settlement Change) and 13 (Consultancy, Committee Support and
Training Services).

4.2  Manpower Charges: The Settlement System Administrator shall
have the right to charge for manpower provided or to be provided
for Consultancy Services at the following rates, subject as
provided in sub-section 4.3 below:

(a)  if the Order for Consultancy Services is received by the
Settlement System Administrator 12 months or more before the date
on which the Consultancy Service is required, the FSC Rate;

(b)  if the Order for Consultancy Services is received by the
Settlement System Administrator two or more months but less than
12 months before the date on which the Consultancy Service is
required, the ASC Rate;

(c)  if the Order for Consultancy Services is received by the
Settlement System Administrator less than two months before the
date on which the Consultancy Service is required, the SCR Rate;
and

(d)  if the Order for Consultancy Services is an extension of an
existing manpower commitment in accordance with sub-section 2.2
of Part F. at the relevant rate provided in that sub-section.

4.3  Revisions to charges: If in connection with Orders for
Consultancy Services with the same stated objective the total
period (being the original period and all extensions pursuant to
sub-section 2.2 of Part F) for which manpower in a particular
skill category charged by reference to:

(a)  the ASC Rate is provided equals or exceeds 12 months then,
from the date which is two months after receipt of the Order
which extends the total aggregate period for the provision of
such manpower up to or beyond 12 months, the Settlement System
Administrator shall charge for the provision of such manpower at
the FSC Rate provided that in no event shall the FSC Rate apply
within the minimum four month period referred to in sub-section
2.1 of Part F; and

(b)  the SCR Rate is provided equals or exceeds two months then,
from the date which is one month after receipt of the Order which
extends the total aggregate period for the provision of such
manpower up to or beyond two months, the Settlement System
Administrator shall charge for the provision of such manpower at
the ASC Rate provided that in no event shall the SCR Rate apply
within the two month period following the date such manpower was
first provided.

5.   CHARGES FOR DEVELOPMENT SERVICES

5.1  Standing Charge: The Settlement System Administrator shall
have the right to recover in respect of each month the standing
charge for Development Services set out in the Menu of
Development Services Prices, whether or not Development Services
are Ordered or the volume of service under the relevant Service
Line has been reduced to zero or the relevant Service Line
cancelled.  It is agreed that standing charges for Development
Services are applicable only to Service Lines 15 (Design
Authority), 18 (System Development) and 19 (System Integration).

5.2  Template Charging: Subject as provided in the following
sub-sections of this Section 5, the Settlement System
Administrator shall charge for Development Services Ordered to a
Project Template in accordance with the terms of that Project
Template.

5.3  Manpower Charges: The Settlement System Administrator shall
have the right to charge for manpower provided or to be provided
for Development Services at the following rates, subject as
provided in sub-section 5.4 below:

(a)  if the Order for Development Services is received by the
Settlement System Administrator 12 months or more before the date
on which the Development Services is required, the FSC Rate;

(b)  if the Order for Development Services is received by the
Settlement System Administrator two or more months but less than
12 months before the date on which the Development Service is
required, the ASC Rate;

(c)  if the Order for Development Services is received by the
Settlement System Administrator less than two months before the
date on which the Development Services is required, the SCR Rate;
and

(d)  if the Order for Development Services is an extension of an
existing manpower commitment in accordance with sub-section 3.2
of Part F. at the relevant rate provided in that sub-section.

5.4  Revisions to Charges: If in connection with Orders for
Development Services with the same stated objective the total
period (being the original period and all extensions pursuant to
sub-section 3.2 of Part F) for which manpower in a particular
skill category charged by reference to:

(a)  the ASC Rate is provided equals or exceeds 12 months then,
from the date which is two months after receipt of the Order
which extends the total aggregate period for the provision of
such manpower up to or beyond 12 months, the.Settlement System
Administrator shall charge for the provision of such manpower at
the FSC Rate provided that in no event shall the FSC Rate apply
within the minimum four month period referred to in sub-section
3.1 of Part F; and

(b)  the SCR Rate is provided equals or exceeds two months then,
from the date which is one month after receipt of the Order which
extends the total aggregate period for the provisions of such
manpower up to or beyond two months, the Settlement System
Administrator shall charge for the provision of such manpower at
the ASC Rate provided that in no event shall the SCR Rate apply
within the two month period following the date such manpower was
first provided.

5.5  Fixed Charges: Notwithstanding the provisions of
sub-sections 5.2, 5.3 and 5.4 above, if Development Services have
been Ordered on a fixed price basis in accordance with
sub-section 3.5 of Part F. the Settlement System Administrator
shall charge for such Development Services on the terms of the
written fixed price agreement referred to in that sub-section and
not on the terms of sub-sections 5.2, 5.3 and 5.4 above (but
without prejudice to the Settlement System Administrator's right
to recover the standing charge referred to in sub-section 5.1
above).

6.   CHARGES FOR NON-MENU SERVICES

The charge for each Non-Menu Service shall be the price set out
in the agreed documentation for the provision of such Non-Menu
Service.

7.  THIRD PARTY PROCUREMENT COSTS

In respect of any Third Party Contract where in accordance with
the terms of the Order relating thereto the Third Party Costs are
to be invoiced to the Settlement System Administrator and passed
directly through to Pool Members, the Setdement System
Administrator shall have the right to recover the Handling Charge
in respect of such Third Party Costs.

8.   POOL DATA CATALOGUE FEES

8.1  Amount of Pool Data Catalogue Fees: The fee payable by a
Party pursuant to Clause 34.2.1 (the "Pool Data Catalogue Fee")
shall be determined from time to time by the Executive Committee
and confirmed by Order, but shall not be less than the aggregate
of (a) the cost to the Settlement System Administrator of
providing all such data and other information or (as the case may
be) such of it as is requested by such Party, and (b) the
Handling Charge, provided that the Executive Committee may, in
its discretion, determine that such fee shall be less than the
aggregate of (a) and (b) but, in such event, such Order shall
also specify that the difference between such fee and such
aggregate amount shall be charged to all Pool Members as if it
were a Third Party Cost.

8.2 Payment of Pool Data Catalogue Fees: The Pool Data Catalogue
Fee shall be payable in arrears within 15 days after the issue by
the Settlement System Administrator of an invoice therefor or
within such other period as may be agreed from time to time by
the relevant Party and-the Settlement System Administrator. All
such payments shall be made in sterling in cleared funds in full
without set-off or counter-claim, withholding or deduedon of any
kind whatsoever but without prejudice to any other remedy.

8.3 Disputes: In the event of any dispute regarding payment of
the Pool Data Catalogue Fee, a Party may not withhold payment of
any invoiced amount therefor but may refer such dispute to
arbitration in accordance with Clause 83 following payment.

8.4 Interest on non-payment: The provisions of sub-section 3.3 of
Part J shall apply motatis mutant to any amount due to the
Settlement System Administrator pursuant to sub-section 8.2 above
which is not received on the due date.

8.5  Absence of Order: In the absence of an Order confirming the
Pool Data Catalogue Fee, the Settlement System Administrator may
charge Parties a fee pursuant to Clause 34.2.1 equal to the
aggregate of (a) the cost to the Settlement System Administrator
of providing all such data and other information or (as the case
may be) such of it as is requested by the relevant Party and (b)
the Handling Charge.

9.  SUMMARY OF CHARGES RECOVERABLE

In respect of any month the Settlement System Administrator shall
have the right to recover from all Pool Members the following
amounts in respect of Services provided or to be provided during
that month:

(a)  charges for all Continuous Production Services provided or
to be provided during such month, determined as provided in
sub-section 2.1 above;

(b)  charges for all Ad Hoc Production Services provided or to be
provided during such month, determined as provided in sub-section
2.3 above;

(c)  charges for the provision of Services in Service Line 14
(Second Tier Metering) provided or to be provided during such
month, determined as provided in sub-section 3.1 above;

(d)  the monthly standing charge for Consultancy Services,
determined as provided in sub-section 4.1 above;

(e)  charges for all Consultancy Services provided or to be
provided during each month, determined as provided in sub-section
4.2 above;

(f)  the monthly standing charge for Development Services,
determined as provided in sub-section 5.1 above;

(g)  charges for all Development Services provided or to be
provided during such month, determined as provided in sub-section
5.2 or 5.5 above;

(h)  charges for Services provided or to be provided during such
month requested by the Director or his staff pursuant to Service
Line 9 (Service to the Director General of Electricity Supply)
(or a substitute Service Line in agreed form);

(i)  charges for all Non-Menu Services, determined as provided in
Section 6 above:

(j)  Third Party Costs that have been invoiced to the Settlement
System Administrator during such month, and the Handling Charge
in respect thereof;

(k)  the shortfall (if any) in the Minimum Manpower Charge
Commitment, determined as provided in Section 10 below; and

(l)  any charges which are expressed in this Agreement as
recoverable "in accordance with the Charging Procedure"

provided that with the exception of:

(i)  the recovery of the standing charges for Consultancy
Services and Development Services;

(ii) until such time as an ordering procedure is agreed between
the Settlement System Administrator and the Executive Committee,
the recovery of charges for Services referred to in paragraph (c)
above;

(iii) the recovery of charges for Services referred to in
paragraph (h) above;

(iv) the recovery of the Monthly Minimum Manpower Charge
Commitment;

(v)  the recovery of the Minimum Contract Price; and

(vi) the recovery of charges for Services referred to in Sections
(2)(b) and 2(e) of Part E,

the Settlement System Administrator shall not have the right to
recover charges in respect of Services provided or to be provided
unless an Order in respect of those Services has been received by
the Settlement System Administrator.

10.  MONTHLY MINIMUM MANPOWER CHARGE COMMITMENT

10.1 Monthly recovery: If in respect of any month the aggregate
of the charges referred to in paragraphs (e) and (g) of Section 9
above shall be less than the Monthly Minimum Manpower Charge
Commitment, the Settlement System Administrator shall have the
right to recover the amount of such shortfall without an Order.

10.2 Reconciliation procedure: A reconciliation of the Services
provided against the amounts received on account of the Monthly
Minimum Manpower Charge Commitment shall be carried out at the
times and in the manner provided in sub-section 6.2 of Part D,
and any resultant adjustment shall be taken into account in the
next invoice for Post Charges to be issued under Part J.

11.  MINIMUM CONTRACT PRICE

11.1 Annual recovery: If in respect of any SSA Accounting Period
the aggregate of the charges referred to in paragraphs (a), (b),
(d), (e), (f), (g) and (k) of Section 9 above (but excluding any
such charges under paragraphs (a), (b), (e) and (g) of Section 9
referable to Services provided under Service Lines 9, 11, 14, 16,
17, 18 and 21) recovered for all months in such SSA Accounting
Period shall be less than the Minimum Contract Price, the
Settlement System Administrator shall have the right to recover
the amount of such shortfall without an Order in the first
monthly invoice to be issued under Part J after the end of such
SSA Accounting Period.

11.2 Monthly recover: If in any SSA Accounting Period it appears
to the Account Manager (acting reasonably) after consultation
with the Contract Manager and by reference to Orders received
that the sum of the charges referred to in sub-section 11.1 above
for the remainder of such SSA Accounting Period when aggregated
with the sum of such charges already recovered in such SSA
Accounting Period will be less than the Minimum Contract Price,
the amount of such shortfall may be recovered without an Order in
monthly instalments over the remaining months of such SSA
Accounting Period, the amount of such instalments being agreed in
advance by the Contract Manager and the Account Manager, such
agreement not to be unreasonably withheld.

11.3 Minimum Contract Price: The Minimum Contract Price in
respect of any SSA Accounting Period shall be the amount set out
against such SSA Accounting Period in the document entitled
Minimum Contract Price Menu in the agreed form.


                             PART H

CHARGES FOR SERVICES: EXCEPTIONAL ITEMS

    1.EXTENSION PERIOD CHARGES

The Settlement System Administrator shall be entitled to charge
in accordance with the Charging Procedure for all and any
Services provided during the Extension Period by the Settlement
System Administrator as follows:

    (a)where the first Extension Notice is served on the
Settlement System
Administrator at least six months before the Termination Date:

    (i)for the first three months of all Extension Periods (taken
together), the Settlement System Administrator shall be entitled
to charge for Services in accordance with the appropriate rates
for those Services in the relevant Menu of Prices multiplied by
1.0; and

    (ii)for the second three months of all Extension Periods
(taken - together), the Settlement System Administrator shall be 
entitled to charge for Services in accordance with the appropriate 
rates for those Services in the relevant Menu of Prices multiplied by
1.1; and

(iii) for any period thereafter, the Settlement System
Administrator shall be entitled to charge for Services in
accordance with the appropriate rates for those Services in the
relevant Menu of Prices multiplied by 1.2;

    (b)where the first Extension Notice is served on the
Settlement System
Administrator less than six months but more than three months
before the Termination Date:

    (i)for the first three months of all Extension Periods (taken
together), the Settlement System Administrator shall be entitled
to charge for Services in accordance with the appropriate rates
for those Services in the relevant Menu of Prices multiplied by
1.1; and

    (ii)for any period thereafter, the Settlement System
Administrator
shall be entitled to charge for Services in accordance with the
appropriate rates for those Services in the relevant Menu of
Prices multiplied by 1.2; and

    (c)where the first Extension Notice is served on the
Settlement System Administrator less than three months before the 
Termination Date, the Settlement System Administrator shall be 
entitled to charge for Services in the Extension Period in accordance 
with the appropriate rates for those Services in the relevant Menu of 
Prices multiplied by 1.2.

If the aggregate of any additional or consequential costs (other
than manpower costs) properly incurred in any Extension Period
and reported on by the auditor of the Settlement System
Administrator exceeds the aggregate . of the incremental rates
charged in any such Extension Period in accordance with
paragraphs (a) to (c) above the amount of such cost shall be
recoverable by the Settlement System Administrator.

2.   BAD DEBTS

The total cost of any bad debts (including interest thereon) of
the Settlement System Administrator in providing the Services and
arising in any SSA Accounting Period may be recovered by the
Settlement System Administrator in any subsequent SSA Accounting
Period as if it were a Third Party Cost (but the Settlement
System Administrator shall not have the right to recover the
Handling Charge in respect thereof).

3.   NEW TAXES OR NEW LEGISLATION

    3.1New taxes: If by reason of the introduction of a new tax
(other than a tax on overall net income) the cost to the Settlement 
System Administrator of providing the Services is increased or the 
amount of any payment received or receivable by the Settlement System 
Administrator under the SSA Arrangements for providing the Services 
is reduced, then:

    (a)forthwith upon becoming aware of the happening of such
event the Settlement System Administrator shall notify the Executive
Committee who shall thereupon notify the Pool Members;

    (b)the Settlement System Administrator shall, as soon as is
reasonably practicable, give the Executive Committee (who shall 
thereupon notify the Pool Members) a certificate giving details of the 
new tax and the amount of such additional cost or reduction and the 
calculation thereof and the period to which it applies together with a 
report from its auditors confirming that they have reviewed the basis 
of the calculation of the additional cost or reduction and confirming 
the accuracy of the calculation; and

(c)  subject to the Settlement System Administrator complying
with its obligations under paragraphs (a) and (b) above, the
Settlement System Administrator shall have the right to recover
from Pool Members the amount of such additional cost or reduction
through an adjustment to the Menus of Prices or in such other
manner as may be agreed with the Executive Committee as will in
either case ensure that the Settlement System Administrator is
kept whole in respect of such additional cost or reduction.

    3.2New legislation: If at any time the Settlement System
Administrator becomes
subject to either a new statute passed by the government of the
United
Kingdom or a new European Union regulation which is directly
applicable, in
either case under which the Settlement System Administrator is
obliged to act
in a manner which materially increases the cost to it of
providing the Services
then it shall notify the Executive Committee of such a change and
if the
Executive Committee is satisfied, in its sole discretion, that:

    (a)the Settlement System Administrator is obliged to act in
accordance with the new legislation; and

    (b)the cost to the Settlement System Administrator of
providing the Services as a whole will be materially increased as a 
result of complying with such legislation,

the Executive Committee shall enter into good faith negotiations
with the Settlement System Administrator to agree(but with no absolute
obligation on the Executive Committee or the Settlement System 
Administrator to agree) amendments to the Menus of Prices to reflect 
such increased costs.

4.  EXCEPTIONAL ITEMS

If, where Service Line 21 (Emergency Services) is invoked by the
Executive Committee, the Settlement System Administrator shall
necessarily incur additional costs in running the Settlement
Business during a Security Period, those costs shall be regarded
as beyond the control of the Settlement System Administrator and
the Settlement System Administrator may recover the same,
together with an administration charge of 2.5 per cent., as if
they were Third Party Costs (but shall not have the right to
recover the Handling Charge in respect thereof) provided that
such costs have been verified as additional costs by the
Settlement System Administrator's auditors. Pool Members shall be
obliged to pay the actual amount of such costs and all reasonable
costs of the Settlement System Administrator's auditors in
verifying the same.

5.   MARKET TEST COSTS

Where any market test is commissioned by the Executive Committee,
Pool Members shall be liable according to their Contributory
Shares for:

(a) all Third Party Costs (if any) incurred in contracting for
the market test
services; and

    (b)all costs (if any) directly and properly incurred by ESIS
in appraising the result of a market test of which the Settlement 
System Administrator has been asked to take account pursuant to
sub-section 9.3 of Part B and in requesting clarification of the 
method and clarification and correction of the results thereof.

6.   PIP REBATES

If as a result of the implementation of a Performance Improvement
Programme there shall be any rebate due to Pool Members in
respect of the charges of the Settlement System Administrator for
the provision of Services, Pool Members will be credited a
proportionate sum of such rebate according to their Contributory
Shares in the next invoice issued by the Settlement System
Administrator under Part J.

<PAGE>

                             PART I

             DEFERRED SETTLEMENT PROJECT EXPENDITURE

1.   SOFTWARE EXPENDITURE ALREADY CAPITALISED

The Settlement System Administrator shall have the right to
recover Software expenditure capitalised in its books at 1st
April, 1994 at the aggregate of (a) its net book value at that
date, (b) a margin of 6 per cent. per annum on the reducing
balance of such value and (c) a financing interest charge on such
reducing balance at a rate per annum equal to the base rate from
time to time of Barclays Bank PLC plus 2 per cent.. Such recovery
shall be made monthly as Deferred Settlement Project Expenditure
from 1st April, 1994 through the charges for Continuous
Production Services spread evenly over the remainder of the
agreed depreciation period relating to the relevant item of
Software expenditure.

2.  EXISTING WORK IN PROGRESS AS AT APRIL, 1994

The Settlement System Administrator shall have the right to
recover Software development work in progress recorded in its
books at 1st April, 1994 on a monthly basis as Deferred
Settlement Project Expenditure through the charges for Continuous
Production Services spread evenly over 60 months starting with
the month following commissioning of the Software. The aggregate
amount to be recovered shall be:

    (a) the net book value of all such Software development work
in progress at lstApril, 1994;

    (b) the cost of the Settlement System Administrator's manpower
used since 1st April, 1994 in developing such Software, calculated on 
the basis of the then current Menu of Manpower Prices;

    (c) Third Party Costs (if any) since 1st April, 1994 in
developing such Software;

    (d) a margin of 6 per cent. per annum on the reducing balance
of the value referred to in (a) above starting from 1st April, 1994; 
and

    (e) a financing interest charge as agreed from time to time by
the Executive Committee and the Settlement System Administrator on
such reducing balance, and over such periods as may be agreed by the
Executive Committee and the Settlement System Administrator,
through an appropriate amendment to the Menu of Prices for
Continuous Production Services.

    3.NEW PROJECTS SINCE APRIL, 1994

In respect of Software development projects Ordered on or after
1st April, 1994, the Settlement System Administrator shall have
the right to recover the price for any such project as revenue
charges when incurred unless in Ordering the project the Contract
Manager agrees with the Settlement System Administrator that the
price should be recovered on a deferred basis as Deferred
Settlement Project Expenditure in which event it shall be
recovered (together with an interest charge and arrangement fee,
if agreed) over such period as may be so agreed through the
charges for Continuous Production Services by an appropriate
amendment to the Menu of Production Services Prices.

<PAGE>

                             PART J

                          COST RECOVERY

1.   CHARGES RECOVERABLE BY THE SETTLEMENT SYSTEM ADMINISTRATOR

The Settlement System Administrator shall have the right to
recover from all Pool Members all sums due to it from them under
the SSA Arrangements provided that such sums are invoiced in
accordance with this Part. All sums to be recovered must be
included in an invoice for Prior Charges or an invoice for Post
Charges. In respect of any month, the amounts invoiced on an
invoice for Prior Charges and on an invoice for Post Charges
shall together be known as the Total Sum Due in respect of that
month.

2.   INVOICING

2.1  Invoice Statementfor Prior Charges: The Settlement System
Administrator shall send the Contract Manager an invoice
statement for Prior Charges in the agreed form in respect of each
month no later than 45 days prior to the commencement of such
month.

2.2  Content of Invoice Statement: Each invoice statement for
Prior Charges shall specify the amount due in respect of Services to 
be provided during the relevant month as follows:

(a)   the charge for Continuous Production Services;

(b)   the monthly standing charge for Consultancy Services;

(c)  the monthly standing charge for Development Services;

(d)  the greater of (i) the Monthly Minimum Manpower Charge
Commitment and (ii) the charges for manpower Ordered for that
month in connection with Consultancy Services and Development
Services at the FSC and ASC Rates; and

(e)  (i) to one-twelfth of the Suppliers Second Tier Charge for
that Accounting Period; and

    (ii)the anticipated under-recovery (if any) in the Accounting
Period to date of charges for the provision of Services in Service 
Line 14 (Second Tier Metering), plus or minus the interest accrued
on the debit or credit balance (as the case may be) on the
STSSC Account.

2.3 Invoice Statementfor Post Charges. The Settlement System
Administrator shall send the Contract Manager an invoice statement for 
Post Charges in the agreed form in respect of each month no later than 
ten days after the end of such month.

2.4 Content of Invoice Statement: Each invoice statement for Post
Charges shall specify the amount due in respect of Services provided 
during the relevant month and not contained in the invoice statement 
for Prior Charges for such month as follows:

(a)  the charge for Continuous Production Services not charged
under sub section 2.2(a) above;

(b)  the charge for Ad Hoc Production Services;

(c) the charge for Consultancy Services and Development Services
not charged under sub-section 2.2(d) above;

(d) the charge for Non-Menu Services;

(e) any Third Parq Costs together with the associated Handling
Charge;

(f)  any charges for Services provided during such month
requested by the Director or his staff under Service Line 9
(Service to the Director General of Electricity Supply); and

(g)  any charges for items expressly stated to be otherwise
recoverable "in accordance with the Charging Procedure".

2.5  Disputes: The Contract Manager shall raise, in writing, any
concerns in relation to any such invoice statements as are referred to 
in sub-section 2.1 or 2.3 above within five working days of receipt of 
the same, but shall not be precluded from raising any such concerns at 
any later stage. If any concerns are not settled by the date the 
invoices are required to be despatched to Pool
Members, such invoices may be despatched by the Settlement System
Administrator on the basis it reasonably believes to be correct
insofar as they relate to Prior Charges or Post Charges which are not 
disputed by the Contract Manager. Any Prior Charges or Post Charges 
which are believed in good faith to be wrong by the Contract Manager 
and continue to be disputed in good faith may not be included in any 
invoice until the amount outstanding has been settled between the 
Settlement System Administrator and the Contract
Manager. Where, after investigation, it is agreed between the
Contract Manager and the Settlement System Administrator that the 
amount disputed has in fact been correctly calculated by the Settlement 
System Administrator, the Settlement System Administrator shall have 
the right to charge interest on such Prior Charges or Post Charges in 
accordance with and on the basis set out in sub-section 3.3 below from 
the date upon which they would have been due for
payment if undisputed. Any adjustment following settlement of
outstanding concerns will be made through the next invoice issued
under this Part.

2.6 Invoices to Pool Members: The Settlement System Administrator
shall send each Pool Member an invoice:

(a) in respect of an invoice for Prior Charges, no later than the
first day of the month prior to the month in respect of which the 
relevant charges are to be recovered; and

(b) in respect of an invoice for Post Charges, no later than ten
days after such statement is sent to the Contract Manager,

in each case for an amount determined in accordance with Part K.

2.7  Resignation or removal of the Settlement System
Administrator: Where the Settlement System Administrator resigns
in accordance with Section 14 of Schedule 4 or is removed in
accordance with Section 17 of Schedule 4, the Settlement System
Administrator shall be responsible for all Transition Costs.
Accordingly:

(a) Orders placed by Pool Members cannot be used to defray
Transition Costs; and

(b) the Settlement System Administrator shall not include any
Transition Costs in any future invoice statements.

3.  PAYMENTS

3.1  Payments by Pool Members: Pool Members shall settle any
invoices delivered to them pursuant to Section 2 above on, and the due 
date for payment shall be:

(a) in the case of an invoice for Prior Charges, the last working
day of the month prior to the month in respect of which the
charges relate; and

(b) in the case of an invoice for Post Charges, the last working
day of the month in which the invoice is delivered to Pool
Members.

All amounts shall be paid in sterling in cleared funds and in
full without set-off or counter claim, withholding or deduction
of any kind whatsoever but without prejudice to any other remedy.
All charges are exclusive of United Kingdom Value Added Tax which
shall be added to such charges, if applicable.

3.2  Disputes: If there is any dispute regarding charges in any
month, a Pool Member may not withhold payment of any invoiced amount 
but, for the avoidance of doubt, may refer such dispute to arbitration 
in accordance with Clause 83 following payment.

3.3  Interest on non-payment: If any amount due to the
Settlement System Administrator is not received on the due date the 
Pool Member is required to pay such amount, such Pool Member shall pay 
interest to the Settlement System Administrator on such amount from 
and including the date of default up to but excluding the date of 
actual payment (after as well as before judgment) at the rate which is 
4 per cent. per annum above the base rate from time to time during each 
period of default of National Westminster Bank plc.

3.4  Payment of charges: Each Pool Member shall pay its due
proportion of the Settlement System Administrator's charges for each 
SSA Accounting Period determined in accordance with Part K.

4.  ALLOCATION OF CHARGES

4.1  Allocation: The Settlement System Administrator shall
allocate its charges amongst Pool Members in accordance with Part K.

4.2  New and former Pool Members: Any Pool Member which is a Pool
Member for part only of any month shall pay charges on an interim basis 
of such amount apportioned on a daily basis for each day that it was 
a Pool Member during that month on the basis of the allocation of 
charges set out in Part K. Adjustments to charges on all Pool Members 
as a result of existing Pool Members leaving or new Pool Members 
joining will be set out in the invoice published for the Post Charges 
for the relevant month whereupon the Pool Members and/or former Pool 
Members shall be required to pay such additional amount or shall be 
entitled to such reimbursement.

<PAGE>

                             PART K

                      ALLOCATION OF CHARGES

1.   THE SETTLEMENT SYSTEM ADMINISTRATOR'S CHARGES

1.1  Payment of Total Sum Due: Each Pool Member shall be
obliged to pay the amount allocated to it in accordance with this 
Part K. The total aggregate amount allocated to all Pool Members in 
respect of any month shall equal the Total Sum Due in respect of such 
month.

1.2  Allocation of Total Sum Due: The Total Sum Due in respect
of each month shall be allocated amongst Pool Members as follows:

(a) first, each Pool Member:

(i) shall pay the costs (if any), as detailed in the relevant
invoice, associated with any change to the Software necessitated by 
such Pool Member's request for:

(A) data from Settlement additional to that which is
generally provided to other Pool Members of the same
class; or

(B) for reporting of data in a format different from that in
which data are generally provided to other Pool
Members of the same class

(which costs shall, in the first SSA Accounting Period that they
are charged to such Pool Member, have added to them a single lump
sum payment for maintenance equal to 40 per cent. of the costs of
such charge, as reasonably determined by the Settlement System
Administrator);

(ii)  shall pay the costs (if any and as far as the same are
directly referable to such Pool Member) for the use by such Pool
Member of electronic mail, the provision and maintenance of
telecommunication circuits from data collector outstations and
any other services procured or provided by the Settlement
System Administrator which.are directly referable to such Pool
Member; and

(iii) if it is a Supplier, shall pay its Supplier's Second Tier
Charge for that month;
      
(b)secondly:

(I)  each Generator shall pay pounds 500 (or such other amount as the
Executive Committee and the Settlement System Administrator may
agree) for each of its Generating Units in respect of which
standing data have been submitted; and

(ii)  each Pool Member shall pay pounds 750 (or such other amount as
the Executive Committee and the Settlement System Administrator
may agree) for each Metering System in respect of which it is
the Registrant;

(c)  thirdly, but only in respect of the first month in an SSA
Accounting Period in which a Generator or Supplier is a Pool Member:

(i)  subject as provided in paragraphs (ii) to (vii) inclusive
below, each Pool Member shall pay an annual membership fee as
follows: -

Category                                                   Fee
(A)                         Small
(1)                A Supplier with a maximum demand       pounds 9,000
                   at any time during such year
                   (as reasonably determined by the
                   Executive Committee) of less
                   than 200MW or a Generator with an
                   aggregate Registered Capacity
                   of less than 50MW (other than a
                   Supplier or Generator referred to in 
                   (2) below)

(2)                A Supplier with a maximum demand        pounds 2,500
                   at any time during such year
                   (as reasonably determined by
                   Executive Committee) of less than 
                   200MW or a Generator with aggregate
                   Registered Capacity of less than 50MW, 
                   in either case which requires to
                   have delivered to it only its own
                   trading information

(B)  Intermediate   A Supplier with a maximum demand at     pounds 20,000   
                    any time during such year (as reasonably 
                    determined by the Executive Committee) 
                    of 200MW or more up to (but excluding) 
                    2000MW or a Generator with aggregate
                    Registered Capacity of 50MW or more up 
                    to (but excluding) 1000MW 


(C)  Large          A Supplier with a maximum demand at any 
                    time during such year (as reasonably 
                    determined by the Executive Committee) 
                    of 2000MW or more or a Generator with 
                    aggregate Registered Capacity of lOOOMW
                    or more                                  pounds 45,000

(ii)  any Pool Member which is both a Generator and a Supplier
shall pay only one membership fee, being that fee which is the
greater of its annual membership fee as a Generator and its
annual membership fee as a Supplier (and, if both are the same
amount, such Pool Member shall pay only its membership fee as
a Generator): such fee shall continue to be payable regardless of
any change during the relevant year in the capacity(ies) in
which such Pool Member participates as a Pool Member;

(iii) unless otherwise resolved by the Executive Committee with
respect to the relevant Pool Member, a Pool Member with no demand
or generation shall not pay any membership fee and, if the
Executive Committee shall so resolve, shall pay only that
membership fee referable to a Pool Member falling within the
relevant sub-category of paragraph (i) (A) above;

(iv) if, in its reasonable opinion, the Executive Committee
considers:

(A) any Pool Member (not being a Pool Member referred to in
paragraph (iii) above) to be insignificant in terms of generation
or demand, it may waive the membership fee for such Pool Member
until further notice; and

(B) if inequitable or otherwise inappropriate to levy the full
amount of the membership fee that would otherwise be
payable by any Pool Member, it may waive all or part of
such fee on such terms and for such period(s) as it
reasonably sees fit;

(v) (A)  any Pool Member falling within sub-category (2) of
paragraph (i) (A) above which wishes to receive data by
electronic mail shall be required to pay an additional
monthly membership fee of one-twelfth of pounds 800; and

(B) any Pool Member which wishes to receive data by
courier shall be required to pay an additional monthly
membership fee of one-twelfth of pounds 1,000;

(vi)  the Executive Committee may from time to time amend the
categories of membership and the fees (with the consent of the
Settlement System Administrator, such consent not to be
unreasonably withheld or delayed);

(vii)  the charges referred to in paragraph (b) above and in this
paragraph (c) shall be adjusted in relation to each Pool Member,
Generator or Supplier, as the case may be, by reference to the
number of days during each year for which such Party was a Pool
Member and (where appropriate) the number of Generating Units or
Metering Systems allocated to it during such period;

(d)  fourthly, 100 per cent. of the balance of the Total Sum
Due during any month not recovered pursuant to paragraphs (a) to (c) 
(inclusive) above shall be allocated amongst all Pool Members during 
such month by reference to the Contributory Shares of each Pool 
Member.

For this purpose, each Pool Member's due proportion of the
charges shall be assessed first by reference to the then latest
Contributory Shares of all Pool Members calculated by the
Executive Committee for the period and each part thereof to which
such charges relate (or, if and to the extent that the charges
relate to a period for which no such calculation has yet been
made, by reference to the then most recently calculated current
Contributory Shares of all Pool Members) and shall thereafter be
readjusted from time to time for each day within the relevant
period following changes to the Contributory Shares of Poo
Members for all or any part of such period or (as the case may
be) following the calculation of the Contributory Shares for such
period.

Provided that, in calculating the balance of the Total Sum Due
payable by each Pool Member in any month, the annual membership
fee payable by each Pool Member in accordance with paragraph (c)
above shall be divided by the number of complete months in the
SSA Accounting Period remaining after the date of payment of such
annual membership fee and the resultant figure (after rounding to
the nearest pounds 1) shall be credited to the relevant Pool Member for
offset against its proportionate share of the Total Sum Due for
each such remaining month.

1.3  Prima facie evidence: The Settlement System Ad
ministrator's determination of the allocation of all costs during any 
month shall, in the absence of manifest error, be prima facie evidence 
thereof.

1.4  Contributory Shares: The Settlement System Administrator
shall advise each Pool Member of its Contributory Share and how such 
Contributory Share is calculated.

<PAGE>

                           SCHEDULE 5

                  Form of Admission Application

The Executive Committee for the
Pooling and Settlement System in England and Wales

Dear Sir,

[Date]

1.   We tinsert full legal name and address of
registered/principal office of applicant] refer to the Pooling
and Settlement Agreement for the electricity industry in England
and Wales dated 30th March, 1990 (as amended, varied,
supplemented, modified or suspended, the "Pooling and Settlement
Agreement").

2.  Unless the context otherwise requires, words and expressions
defined in the Pooling and Settlement Agreement shall bear the
same meanings respectively when used herein.

3.   We hereby apply to be admitted as an additional party to the
Pooling and Settlement Agreement pursuant to Clause 3 thereof. We
wish to participate as a [ [Generator]/ [Supplier]/ [Externally
Interconnected Party] ] .

    4.We confirm that:

(A)(i)  we have been granted and have in full force and
effect a Generation Licence or we have made and have current an
application for such a licence; or

(ii) we are exempted from the obligation to hold a Generation
Licence by reason of an exemption under section 5 of the Act; or

(iii)  we have entered into an Interconnection Agreement under
which we will, subject to becoming a Pool Member, have the right
(whether alone or together with others) then or at any time in
the future to use all or any part of an External Interconnection
for the delivery of electricity to the NGC Transmission System;
or

(iv) we are acting as the agent for a person generating or
proposing to generate electricity on terms whereby we have the
exclusive right to all the output of those Generating Unit(s) of
such person and in respect of which we have been appointed agent;
 
(B)  (i) we have been granted and have in full force and effect a
PES Licence or a Second Tier Supply Licence or we have made and
have current an application for such a licence; or

(ii)  we are exempted from the obligation to hold a PES Licence or
(as the case may be) a Second Tier Supply Licence by reason of an
exemption under section 5 of the Act; or

(iii)  we have entered into an Interconnection Agreement under
which we will, subject to becoming a Pool Member, have the right
(whether alone or together with others) then or at any time in
the future to use all or any part of an External Interconnection
for the taking of electricity from the NGC Transmission System;

(C)  (I)  we are [or [ ] (being our agent and a person which the
Executive Committee has confirmed in writing to us is acceptable
to the Executive Committee, a copy of which confirmation is
enclosed) is] registered for United Kingdom Value Added Tax
purposes;

(ii) we have [or our agent has] so arranged matters that any
payment receivable by us under or pursuant to the Pooling and
Settlement Agreement will constitute for United Kingdom Value
Added Tax purposes the consideration for a taxable supply made in
the United Kingdom by us [or our agent] as a taxable person in
the United Kingdom in the course of furtherance of a business;

(iii)  we have [or our agent has]* so arranged matters that any
payment required to be made by us under or pursuant to the
Pooling and Settlement Agreement will constitute for United
Kingdom Value Added Tax purposes the consideration for a taxable
supply made in the United Kingdom to us [or our agent]*; and

(iv)  in any case where any electricity has been or will be
generated or produced by us outside the United Kingdom, we have
[or our agent has]* so arranged matters that any import thereof
for the purposes of or otherwise in connection with the Pooling
and Settlement Agreement will constitute for United Kingdom Value
Added Tax purposes an importation or acquisition of goods solely
by us [or our agent] * and so not by any other Party.

5. We hereby represent and warrant to the Executive (for itself
and on behalf of all the Parties) that:

(A)  we are duly organised and validly existing under the laws of
the jurisdiedon of our organization or incorporation;

(B)  we have the power to execute and deliver our Accession
Agreement and any other documentation relating to that Agreement or 
the Pooling and Settlement Agreement and such other agreements as are
required thereby and to perform our obligations hereunder or
thereunder and we have taken all necessary action to authorise
such execution, delivery and performance; and

(C)  such execution, delivery and performance do not violate or
conflict with any law applicable to us, any provision of our
constitutional documents, any order or judgment of any court or other 
agency of government applicable to us or any of our assets or any
contractual restriction on or affecting us or any of our assets.

    We confirm that these representations and warranties will
also be true an' correct in all material respects at the date of
our admission as a New Party.

6.   We enclose the application fee of pounds [ ].

7.   We accept and agree to be bound by the terms of Clause 3 of
the Pooling and Settlement Agreement.

                        Yours faithfully,

              duly authorised for and on behalf of
            [insert full legal name of the New Party]

Complete/delete as appropriate. Include paragraph (A) if applying
to be admitted as a Generator. Include paragraph (B) if applying
to be admitted as a Supplier. Insert current application fee
prescribed by the Executive Committee.

<PAGE>

                           SCHEDULE 6

               Form of Pool Membership Application

The Executive for the Pooling and Settlement System in England
and Wales.

Dear Sir,

Date

1.    We [insert full legal name and address of
registered/principal office of applicant] refer to the Pooling
and Settlement Agreement for the electricity industry in England
and Wales dated 30th March, 1990 (as amended, varied,
supplemented, modified or suspended, the "Pooling and Settlement
Agreement").

2.   Unless the context otherwise requires, words and expressions
defined in the Pooling and Settlement Agreement shall bear the
same meanings respectively when used herein.

3.   We hereby apply to be admitted as a Pool Member pursuant to
Clause 8.2 of the Pooling and Settlement Agreement. We wish to
participate as a [[Generator]/[Supplier]/[and an External Pool
Member]]*.

4.    We confirm that:

(A)(i)  we have been granted and have in full force and
effect a Generation Licence; or

(ii)   we are exempted from the obligation to hold a Generation
Licence by reason of an exemption under section 5 of the Act; or

(iii)  we have entered into an Interconnection Agreement under
which we will, subject to becoming a Pool Member, have the right
(whether alone or together with others) then or at any time in
the future to use all or any part of an External Interconnection
for the delivery of electricity to the NGC Transmission System;
or

(iv)   we are acting as the agent for a person generating or
proposing to generate electricity on terms whereby we have the
exclusive right to all the output of those Generating Unit(s) of
such person and in respect of which we have been appointed agent;

     
(B)(i) we have been granted and have in full force and effect a PES
Licence or a Second Tier Supply Licence; or

(ii)  we are exempted from the obligation to hold a PES Licence or
(as the case may be) a Second Tier Supply Licence by reason of an
exemption under section 5 of the Act; or

(iii) we have entered into an Interconnection Agreement under
which we will, subject to becoming a Pool Member, have the right
(whether alone or together with others) then or at any time in
the future to use all or-any part of an External Interconnection
for the taking of electricity from the NGC Transmission System;

(C)  with effect from the date of our admission as a Pool Member,
we will accede as a party to the Funds Transfer Agreement and to the 
Deed of Indemnity in favour (inter alla) of the Chief Executive in
accordance with their respective terms;

(D)  on or before our admission as a Pool Member, we will open a
Settlement Account and comply with all other applicable
requirements of Schedule 11 to the Pooling and Settlement
Agreement;

(E)  (i) we are [or [ ] (being our agent and a person which the
Executive Committee has confirmed in writing to us is
acceptable to the Executive Committee, a copy of which
confirmation is enclosed) is] registered for United Kingdom
Value Added Tax purposes;

(ii) we have [or our agent has] so arranged matters that any
payment receivable by us under or pursuant to the Pooling and
Settlement Agreement will constitute for United Kingdom Value
Added Tax purposes the consideration for a taxable supply made in
the United Kingdom by us for our agent] as a taxable person in
the United Kingdom in the course of furtherance of a business;

(iii) we have [or our agent has] so arranged matters that any
payment required to be made by us under or pursuant to the
Pooling and Settlement Agreement will constitute for United
Kingdom Value Added Tax purposes the consideration for a taxable
supply made in the United Kingdom to us [or our agent]; and

(iv) in any case where any electricity been or will be generated
or produced by us outside the United Kingdom, we have [or our
agent has] so arranged matters that any import thereof for the
purposes of or otherwise in connection with the Pooling and
Settlement Agreement will constitute for United Kingdom Value
Added Tax purposes an importation or acquisition of goods solely
by us [or our agent] and so not by any other Party; and

(F)***

Option 1

we have entered into and have in full force and effect (or, prior
to our admission as a Pool Member, will enter into and have in
full force and effect) all appropriate Connection Agreements;

- or -

Option 2

all appropriate Connection Agreements with [ ], being the
relevant Externally Interconnected Party, in relation to [ ],
being the relevant External Interconnection, are in full force
and effect.

5.  We enclose:

[insert details of evidence in support of fulfilment of the other
Pool Membership Conditions set out in Clause 8.3 of the Pooling
and Settlement Agreement].

                        Yours faithfully,

              duly authorised for and on behalf of
            [insert full legal name of the applicant]

*   Complete/delete as appropriate.
**  Include paragraph (A) if applying to be admitted as a
    Generator.
*** Include paragraph (B) if applying to be admitted as a
    Supplier.
****Include Option 2 if applying to be admitted as an Externa!
    Pool Member.
    Otherwise include Option 1.
<PAGE>

                           SCHEDULE 7

                    Form of Escrow Agreement

THIS AGREEMENT is made on
[ BETWEEN :]

    (1)NGC SETTLEMENTS LIMITED (registered number 2444282) whose
registered office is situate at National Grid House, Sumner Street, 
London SE1 9JU for itself and on behalf of the Pool Members (as 
defined in the Pooling and Settlement Agreement hereinafter referred 
to) acting through the Executive Committee (as hereinafter defined) 
(the "Settlement System Administrator", which expression shall include 
the Settlement System Administrator's successors in title); and

    (2)THE NATIONAL COMPUTING CENTRE LIMITED (registered number
881195) whose registered office is situate at Oxford Road, Manchester 
M1 TED (the "Custodian").

WHEREAS :

(A)  by various agreements (the "Pooling and Settlement
Arrangements") details of which are set out in Schedule A NGC 
Settlements Limited has agreed to act as Settlement System Administrat
or and operate a settlements system requiring
the use of certain computer package(s) comprising computer
programs and related systems;

(B)  certain technical information and documentation describing
or otherwise relating to the said computer programs and related 
systems is required for the understanding, maintaining, modifying and 
correcting of the said computer programs and related systems; and

(C)  the Settlement System Administrator acknowledges that in
certain circumstances a successor Settlement System Administrator may
require possession of the said technical information and documentation
up-to-date and in good order,

NOW IT IS HEREBY AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement:

"Director" means the Director General of Electricity Supply;

"Executive Committee" means the Executive Committee established
under the Pooling and Settlement Arrangements and "Committee
Member" means a member of the Executive Committee;

"Material" means the source code and load (machine executable)
modules and the technical information, manuals and other
documentation described in Schedule B;

"Modifications"" means the source code and load (machine
executable) modules and the technical information, manuals and
other documentation relating to all modifications, updates and
changes to the Material as accepted from time to time by the
Executive Committee for use in the settlement process; and

"Receptacle" means the receptacle to contain a copy of the
Material pursuant to Clause 2.2 and copies of all Modifications
delivered pursuant to Clause 3.1.

1.2  Unless the context otherwise requires, words and
expressions defined in the
Pooling and Settlement Arrangements shall bear the same meanings
respectively when used herein.

DEPOSIT

2.1  Forthwith upon execution and delivery of this Agreement, the
Settlement System Administrator will deposit and the Custodian
will accept as custodian for the Pool Members (acting through the
Executive Committee) a copy of the Material.

2.2  The Custodian will place the copy of the Material in the
Receptacle.

2.3  The Custodian shall bear no obligation or responsibility to
any person to determine the existence, relevance, completeness,
accuracy or any other aspect of the Material and/or
Modifications. The Custodian shall have no responsibility to
determine that whatever is deposited or accepted by it for
deposit is or is not Material and/or Modifications.

3.   MODIFICATIONS

3.1  Subject to and in accordance with the Pooling and
Settlement Arrangements, the Settlement System Administrator will 
deposit a copy of all Modifications with the Custodian within 28 days 
of such Modifications being accepted by the Executive Committee.

3.2  The Custodian shall as soon as possible confirm receipt of
all Modifications in writing to the Executive Committee and the 
Settlement System Administrator.

3.3  The Custodian will place a copy of all Modifications in the
Receptacle.

4.RELEASE

4.1  The Custodian shall forthwith release to any successor
Settlement System Administrator appointed pursuant to and in 
accordance  with the Pooling and Settlement Arrangements the 
copy(ies) of the Material and/or all the Modifications upon the 
written request of the Executive Committee provided
that the Settlement System Administrator has resigned or has been
removed as Settlement System Administrator under the Pooling and 
Settlement Arrangements and has not complied with its obligations 
relevant to the Material under Clauses 28.1.1 and 28.1.4 of the 
Pooling and Settlement Agreement for the Electricity Industry in 
England and Wales dated 30th March, 1990 (as amended, varied, 
Supplemented, modified or suspended from time to dme, the Spooling and 
Settlement Agreement").

4.2  Any written request of the Executive Committee referred to
in Clause 4.1 shall be in the form of a statutory declaration by one 
or more Committee Members setting out the grounds on which release is 
sought and exhibiting such documentation in support thereof as the 
Custodian shall reasonably require.

4.3  Where any dispute shall arise as to the occurrence of the
event set out in Clause 4.1, such dispute will be referred at the 
instance of either the Settlement System Administrator, the Custodian 
or the Executive Committee to the Director whose decision shall be 
final and binding.

5.  CONFIDENTIALITY

The Custodian agrees to maintain all information and/or
documentation coming into its possession or to its knowledge
under this Agreement in strictest confidence and secrecy, not to
make use thereof other than for the purposes of this Agreement
and not to disclose or release it other than in accordance with
the terms hereof.

6.   FEES

The Settlement System Administrator will pay the Custodian's fees
as detailed in Schedule C as a needed from time to time by
written agreement between the parties. Such fees shall be
invoiced monthly and paid within one month of the date of the
invoice.

7.   TERMINATION

7.1  This Agreement shall terminate upon the release of the copy
of the Material and copies of all Modifications in accordance
with Clause 4.1.

7.2  This Agreement may be terminated by the Custodian by giving
not less than 90 days' written notice to both the Executive and the 
Settlement System Administrator.

7.3  This Agreement may be terminated by the Settlement System
Administrator giving not less than 90 dayst written notice to the 
Custodian provided that it may not terminate this Agreement without the 
consent of the Executive Committee first being given in writing unless 
it has been removed or has resigned as Settlement System Administrator 
and has complied with its obligations relevant to the Material under 
Clauses 28.1.1 and 28.1.4 of the Pooling and Settlement Agreement.

7.4  Upon termination under the provisions of Clause 7.2 or 7.3
the Custodian will deliver the copy(ies) of the Material and all the 
Modifications to the Settlement System Administrator (unless jointly 
instructed to the contrary by the Settlement System Administrator and 
the Executive Committee).

7.5  Termination of this Agreement for whatever reason will not
relieve the Custodian from the obligations of confidentiality 
contained in Clause 5.

8.   TESTS

The Executive Committee shall be entitled to require the
Custodian to carry out such tests in the presence of the
Settlement System Administrator which in the reasonable opinion
of the Custodian would reasonably establish that the Material and
Modifications contain true and accurate versions of the source
codes and load (machine executable) modules in use at the time of
testing in the settlement process. Any reasonable charges and
expenses incurred by the Custodian in carrying out such tests
will be paid by the Settlement System Administrator.

9.  OBSOLETE MATERIAL AND MODIFICATIONS

9.1 The Executive Committee shall be entitled to review from time
to time the Material and Modifications on deposit with the Custodian. 
Where the Execute Committee is satisfied that any part of the Material 
or Modifications on deposit has ceased to be used in the settlement 
process and will be of no further use, whether directly or indirectly, 
it may request the Custodian to release any such part to the then 
current Settlement System Administrator. Such request shall be in 
writing and identify the part or parts of the Material
or Modifications to be released by the Custodian and state that
the reason for such release is that such part or parts is or are no 
longer of use. The Custodian shall release such part or parts to the 
then current Settlement System Administrator as soon as conveniently 
possible after receipt of any such written request from the Executive 
Committee.
                                
9.2 Notwithstanding the release of any part or parts of the
Material or Modifications to the Settlement System Administrator 
pursuant to Clause 9.1, in the event that any such released Material 
or Modifications or copies thereof are subsequently used in the 
settlement process such Material or Modifications shall be placed on 
deposit and held in escrow pursuant to this Agreement on
the same terms and conditions as any Modification.

10. NOTICES

10.1 Any notice or other communication to be given by one person
to another person under, or in connection with the matters
contemplated by, this Agreement shall be addressed to the
recipient and sent to the address, telex number or facsimile
number or such other person given in this Agreement for the
purpose and marked for the attention so given or to such other
address, telex number and/or facsimile number and/or marked for
such other attention as such other person may from time to time
specify by notice given in accordance with this Clause to the
person giving the relevant notice or other communication to it.

10.2 Any notice or other communication to be given to the
Settlement System Administrator shall be given to:

Address:                         Fairham House,
                                 Green Lane,
                                 Clifton,
                                 Nottingham NG11 9LN
                                 
Telex No:                        N/A
                                 
Facsimile No:                    0602 456728
                                 
Attention:                       General Manager

Any notice or other communication to be given to the Custodian
shall be given to:

Address:                         Oxford House,
                                 Oxford Road,
                                 M anchester M 1 7ED
                                 
Telex No:                        66 8962
                                 
Facsimile No.:                   061-228 2579

Attention: Legal Department

Any notice or other communication to be given to the Executive
Committee shall be given to:

Address:       Chief Executive (Pooling and Settlement)
               30 Millbank,
               London SW1P 4RD


Telex No:           N/A

Facsimile No:  071-233-8254

Attention:     Chief Executive

10.3 Any notice or other communication to be given by one person
to another person under, or in connection with the matters
contemplated by, this Agreement shall be in writing and shall be
given by letter delivered by hand or sent by first class prepaid
post (airmail if overseas) or telex or facsimile, and shall be
deemed to have been received:

10.3.1in the case of delivery by hand, when delivered; or

10.3.2in the case of first class prepaid post, on the second day
following the day of posting or (if sent airmail overseas or from
overseas) on the fifth day following the day of posting; or

10.3.3in the case of telex, on the transmission of the automatic
answer-back of the addressee (where such transmission occurs
before 1700 hours on the day of transmission) and in any other
case on the day following the day of transmission; or

10.3.4 in the case of facsimile, on acknowledgement by the
addressee's facsimile receiving equipment (where such
acknowledgement occurs before 1700 hours on the day of
acknowledgement) and in any other case on the day following the
day of acknowledgement.

    1 1.COUNTERPARTS

This Agreement may be executed in counterpart by the parties on
separate counterparts each of which when executed and delivered
shall constitute an original but which shall together constitute
one and the same instrument.
                            
12.  DISPUTE RESOLUTION

12.1 Save where expressly stated in this Agreement to the
contrary, and subject to any contrary provision of the Act or any
Licence or the rights, powers, duties and obligations of the
Director or Secretary of State under the Act, any Licence or
otherwise howsoever, any dispute or difference of whatever nature
howsoever arising under, out of or in connectdon with this
Agreement between the parties shall be and is hereby referred to
arbitration pursuant to the arbitration rules of the Electricity
Arbitration Association in force from time to
time.

12.2 Whatever the nationality, residence or domicile of either
party and wherever the dispute or difference or any part thereof
arose the law of England shall be the proper law of any reference
to arbitration hereunder and in particular (but not so as to
derogate from the generality of the foregoing) the provisions of
the Arbitration Acts 1950 (notwithstanding anything in Section 34
thereof) to 1979 shall apply to any such arbitration wherever the
same or any part of it shall be conducted.

13.  GOVERNING LAW

This Agreement shall be governed by, and construed in all
respects in accordance with, English law.

<PAGE>                            

                           SCHEDULE A

       Details of the Pooling and Settlement Arrangements

(A) Pooling and Settlement Agreement for the Electricity Industry
in England and Wales dated 30th March, 1990 and made between the 
Founder Generators named therein (1), the Founder Suppliers named 
therein (2), NGC Settlements Limited as Settlement System 
Administrator (3), Energy Pool Funds Administration Limited as Pool 
Funds Administrator (4), The National Grid Company pie as Grid 
Operator and Ancillary Services Provider (5) and
Scottish Power plc and Electricite de France, Service National as
Externally Interconnected Parties(6).

(B) Initial Settlement Agreement for the Electricity Industry in
England and Wales dated 30th March, 1990 and made between the Founder 
Generators named therein (1), the Founder Suppliers named therein (2), 
NGC Settlements Limited as Settlement System Administrator (3), Energy 
Pool Funds Administration Limited as Pool Funds Administrator (4), The
National Grid Company plc as Grid Operator and Ancillary Services 
Provider (5) and Scottish Power pie and Electricite de France, Service 
National as Externally Interconnected Parties (6).

(C) Two Supplemental Agreements relating to the Initial
Settlement Agreement and the Pooling and Settlement Agreement for the 
Electricity Industry in England and Wales, each dated as of 30th 
June, 1990 and made between the Founder Generators named therein (1), 
the Founder Suppliers named therein (2), NGC Settlements Limited as 
Settlement System Administrator (3), Energy Pool Funds Administration 
Limited as Pool Funds Administrator (4), The National Grid Company pie 
as Grid Operator and Ancillary Services Provider (5) and Scottish Power 
pie and Electricite de France, Service National as Externally 
Interconnected Parties (6). 

(D) Third Supplemental Agreement relating to the Initial
Settlement Agreement and the Pooling and Settlement Agreement for the 
Electicily Industry in England and Wales dated as of 15th October, 
1990 and made between the Founder Generators named therein (1), the 
Suppliers named therein (2), NGC Settlements Limited as Settlement 
System Administrator (3), Energy Pool Funds Administration Limited as 
Pool Funds Administrator (4), The National Grid Company pie as Grid 
Operator and Ancillary Services Provider (5) and Scottish Power pie 
and Electricite de France, Service National as Externally
Interconnected Parties (6).

(E) Fourth Supplemental Agreement relating to the Initial
Settlement Agreement and the Pooling Settlement Agreement for the 
Electricity Industry in England and Wales dated as of 15th October, 
1990 and made between the Founder Generators named therein (1), the 
Suppliers named therein (2), NGC Settlements Limited as Settlement 
System Administrator (3), Energy Pool Funds Administration Limited as 
Pool Funds Administrator (4), The National Grid Company pie as Grid 
Operator and Ancillary Services Provider (5) and Scottish Power pie 
and Electricite de France, Service National as Externally
Interconnected Parties (6).

<PAGE>                               

                           SCHEDULE B
                                
                          The Material

SYSTEM     REF            ITEM
SMP        101            Source Code - Hardcopy   
           102            Source Code - Tape
           103            Executable Code - Tape
           104            DCL - Hardcopy
           105            DCL- Tape
           106            User Requirement Specification
           107            Design Specification
           108            Test Plan
           109            Program Upgrades Test Specification
           110            Acceptance Test Schedule
           111            Test Schedule(s)
           112            Test Specification
           113            User Guide
           114            Quality Assurance
           115            Licensed software list
           116            Licensed software licences
           117            Licensed software system tables
           118            Acceptance certificates
CDCS       201            Source Code - Tape: GRID02
           202            Source Code - Hardcopy
           203            Executes clists
           204            DB2 Database Request Modules
           205            Declaration Libraries
           206            Compilation JCL
           207            Compilation JCL - Hardcopy
           208            Load Modules   
           209            Menu Library
           210            Skeleton Execution JCL
SYSTEM     REF            ITEM
           211            Skeleton Execution JCL - Hardcopy
           212            Backup JCL and clists
           213            System Test Specification
           214            User Acceptance Test Specification
           215            User Requirement Specification
           216            Logical Design Specification
           217            User Guide
           218            First Line Support Procedures
           219            Licensed software list
           220            Licensed software certificates
           221            Compilation Instructions
           222            Special Fixes List
           223            Licensed software system tables
           224            Acceptance certificates
L&G        301            Source Code - Hardcopy
           302            Source Code - 3.5. Diskette
           303            DOS Batch Files - Hardcopy
           304            DOS Batch Files - 3.5 " Diskette
           305            Executables 3 5 n Diskette
           306            System Documentation
           307            Documentation Source Files (VMS Backup save
                          set)
           308            Acceptance Test Specification
           309            Guide for 2nd-line Maintenance
           310            CEGB(NGD) Power Station Collectors Manual
           311            Licensed software list
           312            Licensed software certificates
           313            Compilation Instructions
           314            Licensed software system tables
           315            Acceptance certificates
LOLP       401            Source Code - Hardcopy            
           402            Source Code - Disk
           403            Object Code - Disk
           404            Batch Files - Hardcopy
           405            Batch Files - Disk
           406            Test Plan and Specification
           407            Acceptance Test Data Phl
           408            Test Schedule FAT Phl
           409            Test Schedule SAT Phl
           410            Test Schedule SAT Overview Phl    
           411            Format Spec. LOLP to Sys Ops.
           412            User Guide
           413            User Requirements Spec.
           414            Functional Spec.
           415            Basic Info. Flow
           416            Statement of Principles
           417            Project Report
           418            Op. Procedures Manual
           419            Test Plan LOLP 5.0
           420            System Test Execution Vol. 1-4
           421            LOLP PEC site Ace. Test Review
           422            Regression Test Matrix
           423            Model Parameters - Vesting Day Vals
           424            Promod Vol. 1-2  18
           425            Software Release 4.7
           426            S/W Install and Update Guidelines
           427            Software Releases 4.0 to 4.8
           428            Licensed software list
           429            Licensed software licences
           430            Acceptance certificates
SD-SCICON
S2/SC1     501            Source Code Fortran, ProFortran, SQL Forms: HCPY
           502            Source Code Fortran, ProFortran, SQL Forms: TPE
           503            Executable Fortran, ProFortran, SQL Forms: TPE
           504            Executable DCL, SQL-PLUS, SQL-APT: (inc *.MMS)
           505            Acceptance Test Specification
           506            Test Schedules
           507            Test Schedule SAT
           508            Op Subsystem Design Specification
           509            CR Subsystem Design Specification
           510            SY Subsystem Design Specification
           511            DT Subsystem Design Specification
           512            Level 1 Design Specification
           513            CSM Team Guide
           514            Process Leader User Guide
           515            Training Course - Input Clerks
           516            Training Course - Process Leader
           517            Training Course - Team Leader
           518            Training Course - Data Trans Clerk
           519            Input Clerk User Guide
           520            Team Leader User Guide
           521            Data Trans Clerk User Guide
           522            Auditor User Guide
           523            Work Breakdown Structure
           524            Functional Specification
           525            Performance Scoping Study
           526            Regression Testing Matrix
           527            Migration From SID to 2.21
           528            Review of Initial Pool Rules vs Func. Spec.
           529            PMW Project Standards
           530            Implementation Guide
           531            System Build Instructions
           532            User Requirements Specification
           533            Acceptance Cert: Functional Spec.
           534            Acceptance Cert: Acceptance Test Spec.
           535            Acceptance Cert: Test Schedules and Data
           536            Licensed software list
           537            Licensed software certificates
GOALPOST   601            Source Code - Hardcopy
           602            Source Code - Tape
           603            Executable - Tape 
           604            Application File (JCL) - Tape
           605            Test Document
           606            Module Design Specification
           607            User Manual
           608            Quality Assurance Plan
           609            User Requirements Specification
           610            Licensed software list
           611            Licensed software certificates
           612            Compiladon Instructions
           613            Licensed software system tables
           614            Acceptance certificates
GOAL       701            Source Code - Hardcopy 
           702            Source Code - Tape
           703            Executable Code - Tape
           704            JCL - Hardcopy
           705            JCL - Tape
<PAGE>

                        SCHEDULE C

                      The Custodian's fees

1.   Initial fee - pounds 2,000

2.   Annual fee - pounds 500

3    Release fee - pounds 500 plus reasonable expenses

4.   Storage fee - pounds 20 per cubic foot per annum (reduced
proportionately for part of any year)

5.   Update fee - pounds 100 per update

6.   Additional work (testing, etc.) - normal senior consultancy
rates from time to time published by the Custodian.

All such fees are exclusive of VAT and are to be specified in
reasonable detail in each invoice by the Custodian.

IN WITNESS whereof this Agreement has been duly executed the day
and year first above written

As Settlement System Administrator
(for itself and on behalf of the Pool
Members acting through the Executive
Committee)

     THE COMMON SEAL of   )
                          NGC SETTLEMENTS LIMITED )
                          was hereunto affixed in the  )
presence of:

Director

Director/Secretary

<PAGE>                        

                          As Custodian                       .
                          THE COMMON SEAL of                 )
                          THE NATIONAL COMPUTING             )
                          CENTRE LIMITED was hereunto        )
                          affixed in the presence of:-       )

Director

Director/S ecretary
<PAGE>
      
                           SCHEDULE 8
                           [Not used].
<PAGE>                                
      
                           SCHEDULE 9
                                
                         The Pool Rules

    The sequential page numbering is suspended for Schedule 9
                   and resumes at Schedule 10

<PAGE>
                           SCHEDULE 10

                   Form of Resignation Notice

The Secretary of the Executive Committee for the
Pooling and Settlement System in England and Wales

(copied to:

(A) the Settlement System Administrator; and

(B) the Pool Funds Administrator).

Dear Sir,

[Date]

We [insert full legal name and address of registeret/principal
office of applicant] refer to the Pooling and Settlement
Agreement for the electricity industry in England and Wales dated
30th March, 1990 as amended, varied, supplemented, modified or
suspended (the "Pooling and Settlement Agreement").

Unless the context otherwise requires, words and expressions
defined in the Pooling and Settlement Agreement shall bear the
same meanings respectively when used herein.

We hereby give nodee pursuant to Clause 8.7 of the Pooling and
Settlement Agreement that we are resigning as a Party with effect
from the date falling 28 days after receipt by you of this
Resignation Notice.

We confirm that, in giving this notice of resignation, we are not
and will not be in breach of any of the restrictions on
resignation set out in Clause 8.8 of the Pooling and Settlement
Agreement.

We [enclose]/[confirm that we have already provided]* such
notices (if any) as are required to be given by us pursuant to
the provisions of Part XV of the Pooling and Settlement
Agreement.

We acknowledge that our resignation as a Party is without
prejudice to our accrued rights and liabilities and any rights
and liabilities which may accrue to us in relation to the period
during which we were a Party under the Pooling and Settlement
Agreement, the Funds Transfer Agreement or any agreement referred
to in Clause 8.8.1(c) of the Pooling and Settlement Agreement.

                        Yours faithfully,

              duly authorized for and on behalf of
                [insert full legal name of Party]

Complete/delete as appropriate

<PAGE>

                          SCHEDULE 11
                                
                     Billing and Settlement

PART 1: PRELIMINARY

1. DEFINITIONS AND INTERPRETATION
1.1  Definitions
1.2  Interpretation

PART 2: ESTABLISHMENT OF SYSTEMS

2. PAYMENTS CALENDAR
2.1  Preparation
2.2  Principles
2.3  Form
2.4  Default
2.5  Distribution

3. INFORMATION SYSTEMS
3.1  Provision of information
3.2  Communications Equipment
3.3  Authorised persons

4. BANKING SYSTEM
4.1  Funds Transfer Agreement
4.2  Establishment of Accounts
4.3  Rights and obligations under Funds Transfer Agreement
4.4  Settlement Account
4.5  Further information
4.6  Change of Settlement Account
4.7  Maintenance of Settlement Account and Settlement Bank
Mandate
4.8  Details of Accounts

5. ESTABLISHMENT OF TRUSTS
5.1  Trusts
5.2  Trusts in respect of the Credit Facility
5.3  Rights of Pool Creditors other than the Ancillary Services
Provider
5.4  Rights of Ancillary Services Provider
5.5  Trusts in respect of Pool Reserve Assets
5.6  Overdue amounts
5.7  Shortfall
5.8  Providing Members' rights to funds
5.9  Funds not to be withdrawn
5.10 Providing Members' rights to withdraw funds
5.11 Waiver of Providing Members' rights
5.12 Pool Reserve Assets
5.13 Providing Members' rights and interests in the Pool
Reserve Account
5.14 Overpayments to be held on trust
5.15 Reimbursement of overpayments
5.16 Repayment of loans
5.17 No claim for breach of trust

6. POOL LEDGER ACCOUNTS
6.1  Maintenance of Pool Ledger Accounts
6.2  Ledger extracts
6.3  Certified copy extracts
6.4  Confidentiality
6.5  Information
6.6  Review of exacts
6.7  Dispute of accuracy

[Sections 7 to 14 (inclusive) not used]

PART 3: SECURITY COVER AND CREDIT MONITORING
15.SECURITY COVER
15.1 Provision of Security Cover
15.2 Letters of Credit
15.3 Cash deposit
15.4 Maintenance of Security Cover
15.5 Failure to supply Security Cover
15.6 Substitute Letter of Credit

16.CREDIT MONITORING
16.1 Determination of Security Cover
16.2 Criteria for provision of Security Cover
16.3 Six monthly variation
16.4 Review of Security Cover
16.5 Increase or Decrease of Security Cover
16.6 Notification in respect of Security Cover
16.7 Release from Security Cover Obligations
16.8 No liability for amount of Security Cover

PART 4: BILLING AND PAYMENT PROCEDURES
17.RECEIPT AND VERIFICATION OF INFORMATION
17.1 Receipt of Information from Settlement System
Administrator
17.2 Information for each Settlement Day
17.3 Information - taking of electricity
17.4 Information - provision of electricity
17.5 Information - Ancillary Services Provider
17.6 Verification of Information
17.7 Deemed Verification
17.8 Rectification of Errors
17.9 Amounts in Advice Notes; Adjustments
17.10 Postponed Payment Date
17.11 Further notification
17.12 Payment by Pool Debtor
17.13 Liability several

18.ADVICE NOTES
18.1 Despatch of Advice Notes
18.2 Method of despatch
18.3 Content of Advice Notes
18.4 Interest

19.PAYMENT PROCEDURE
19.1 Instructions for payment
19.2 Pool Funds Administrator's responsibilities
19.3 Non-payment by Pool Member
19.4 Excess payments
19.5 Payment to Pool Creditors
19.6 Making good the Pool Reserve Account
19.7 Prohibition on transfers
19.8 Application of payments
19.9 Bank contacts

20.ALTERNATIVE PAYMENT PROCEDURE
20.1 Alternative Payment procedure
20.2 Pool Debtor to effect remittance
20.3 Receipt of remittance
20.4 Method of remittance
20.5 Notification of non-payment
20.6 Payment default
20.7 Late payment
20.8 Payments to Pool Creditors
20.9 Construction

21.PAYMENT DEFAULT
21.1 Payment default
21.2 Amount in default likely to be remedied
21.3 Loans part of Pool Reserve Assets
21.4 Repayment of loans
21.5 Reduction of payments to Pool Creditors
21.6 Obligation to make calls
21.7 Indemnification by non-paying Pool Debtor
21.8 NoUficadon to Pool Creditors
21.9 Default Interest
21.10 Application of payments
21.11 Clearing of Pool Clearing Account
21.12 Credit Facility

22.CONFIRMATION NOTICES
22.1 Despatch of Confirmation Notices
22.2 Information - taking of electricity
22.3 Information - supplies of electricity
22.4 Information - Ancillary Services Provider
22.5 Interest

23. PAYMENT ERRORS
23.1 Overpayments
23.2 Repayment of overpayment (1)
23.3 Repayment of overpayment (2)
23.4 Underpayments

24. ENFORCEMENT OF CLAIMS
24.1 Notification of amount in default
24.2 Dudes of Pool Funds Administrator
24.3 Notice before action
24.4 Proceedings to Recover Overdue Amounts

25.CREDIT PACILE1.Y: PAYMENT DEFAULTS
25.1 Purpose of Credit Facility
25.2 Modification of other provisions of this Schedule
25.3 Payment default
25.4 Amounts in default
25.5 Application of payments
25.6 Payments to Facility Bank
25.7 Reduction in payments to Pool Creditors
25.8 Enforcement of Claims and other provisions
25.9 Unavailability of Credit Facility
25.10 Interpretation

26.CREDIT FACILITY: GENERAL
26.1 NoUf~cations to the Executive Committee
26.2 Notifications to Providing Members
26.3 Amendment and Cancellation
26.4 Extension and Renewal
26.5 Fees not attributable to a particular Providing Member
26.6 No additional charge

Annex 1  Form of Advice Note

Annex 2  Form of Confirmation Notice

Annex 3  Part 1 - Form of Settlement Account Designation
         Part 2 - Form of Change of Settlement Account

Annex 4  Form of Letter of Credit

<PAGE>         
                           SCHEDULE 11

                     Billing and Settlement

                             PART 1

                           PRELIMINARY

1.   DEFINITIONS INTERPRETATION

1.1  Definitions: In this Schedule, except where the context
otherwise requires:

"Advice Note" means a statement substantially in the form and
containing the information set out in Annex 1 (or in such other
form or containing such further information as may from time to
time be specified by the Executive Committee) issued in the name
of the Pool Funds Administrator to a Pool Member or the Ancillary
Services Provider;

"Approved Credit Rating" means, in relation to a Pool Member, a
short-term debt rating of not less than At by Standard and Poor's
Corporation or a rating of not less than PI by Moody's Investors
Service or an equivalent rating from any other reputable credit
rating agency approved by the Executive Committee;

"Banking System" means the banking system described in Section 4,
for the transfer of hinds from Pool Debtors to Pool Creditors in
accordance with this Schedule, as amended or replaced from time
to time in accordance with the provisions of the Agreement;

"Billing System" means the systems and procedures described in
Sections 18 and 22 for the issuing of Advice Notes and
Confirmation Notices by the Pool Funds Administrator to Pool
Members and the Ancillary Services Provider, as amended or
replaced from time to time in accordance with the provisions of
the Agreement;

"CHAPS" means the Clearing House Automated Payments System;

"Collection Account" means an account denominated in sterling
maintained by the
Pool Funds Administrator at a branch of a Settlement Bank, and
designated from time to time as a Collection Account in
accordance with Section 4;

"ConRrmation Notice" means a statement substantially in the form
and containing the information set out in Annex 2 (or in such
other form or containing such further information as may from
time to time be specified by the Executive Committee) issued in
the name of the Pool Funds Administrator to a Pool Member or the
Ancillary Services Provider;

"Credit Facility" means the credit facility in a principal amount
of up to pounds 20,000,000 provided to the Pool Funds Administrator by
Barclays Bank PLC (acting through its branch at 54 Lombard Street, 
London EC3 9EX) with effect from 1st January, 1993 as from time to 
time extended, renewed or modified and any other facility provided to 
the Pool Funds Administrator by Barclays Bank PLC or any other bank 
(approved by the Executive Committee) whether in substitution for or 
in addition to the same in any such case on terms approved by the 
Executive Committee;

"Default Interest Rate" means:

(I)  a rate per annum determined by the Pool Funds Administrator
to be equal to the aggregate of:

(a)  4 per cent. per annum; and

(b)  the Pool Banker's base lending rate from time to dme; or

(ii) such other rate as the Executive Committee may from time to
time determine;

"Facility Bank" means Barclays Bank PLC (acting through its
branch at 54 Lombard Street, London EC3 9EX) or such other bank
as may from time to time provide a Credit Facility;

"Funds Transfer Agreement" means the agreement of that name dated
30th March, 1990 and made between Energy Pool Funds
Administration Limited, Barclays Bank PLC, the Pool Members named
therein and The National Grid Company pie as Ancillary Services
Provider, as amended, varied, supplemented, modified or suspended
from time to time in accordance with the terms hereof and
thereof;

"Funds Transfer Business" means the business of the Pool Funds
Administrator in operating the Funds Transfer System and
providing the Services;

"Funds Transfer Hardware" has the meaning ascribed to it in
Schedule 15;

"Funds Transfer Software" has the meaning ascribed to it in
Schedule 15;

"Funds Transfer System" means the Banking System, the Billing
System and the Information Systems;

"Information Systems" means the information systems described in
Section 3 for the transfer of information to be given by or to
the Pool Funds Administrator in connection with the Funds
Transfer Business, as amended or replaced from time to time in
accordance with the provisions of the Agreement;

"Letter of Credit" means an unconditional irrevocable standby
letter of credit substantially in the form set out in Annex 4 (or
such other form as the Executive Committee may approve) issued
for the account of a Providing Member in sterling in
favour of the Pool Funds Administrator as trustee on the trusts
set out in Secdon 5 by any United Kingdom clearing bank or any
other bank which has a long term debt rating of not less than
single A by Standard and Poor's Corporation or by Moody's
Investors Service, or such other bank as the Executive may
approve, and which shall be available for payment at a branch of
the issuing bank;

"Notification Date" means, in respect of any Settlement Day, the
day specified in the Payments Calendar as the day on which the
Settlement Run shall be required to be delivered by the
Settlement System Administrator to the Pool Funds Administrator
for that Settlement Day;

"Notified Payment" means a payment notified in accordance with
Section 18 by the Pool Funds Administrator to a Pool Member or
the Ancillary Services Provider as being a payment required to be
cleared through the Pool Clearing Account;

"Notified Payments System" means the system to be established by
Secdon 19 for the settling of Notified Payments, as amended or
replaced from time to time in accordance with the provisions of
the Agreement;

"Payment Date" means, in relation to any Settlement Day, the date
fixed in accordance with Section 2 upon which Notified Payments
in respect of supplies of electricity and the provision of
Ancillary Services must be settled in accordance with this
Schedule;

"Payments CalendarP means the calendar prepared and issued in
accordance with Secdon 2 showing a Notification Date and a
Payment Date in respect of each Settlement Day;

"Pool Accounts" means the Pool Clearing Account, the Pool
Borrowing Account, the Pool Reserve Account and the Collection
Accounts and such other accounts as may be established in
accordance with sub-section 4.2;

"Pool Banked means Barclays Bank PLC or such other person
nominated from time to time by the Executive Committee as Pool
Banker and appointed as Pool Banker;

"Pool Borrowing Account" means the account of that title in the
name of the Pool Funds Administrator with the Facility Bank which
may from time to time be opened in respect of the Credit
Facility;

"Pool Clearing Account" means the account in the name of the Pool
Funds Administrator (holding as trustee on the trusts set out in
Section 5) with the Pool Banker to which Notified Payments are
required to be transferred for allocation to Pool Creditors in
accordance with their respective entitlements;

"Pool Creditor" means each Pool Member and the Ancillary Services
Provider to whom moneys are payable pursuant to the terms of this
Schedule other than a Providing Member in respect of (i) amounts
standing to the credit of its account with
the Pool Reserve Account or (ii) amounts owing to it by another
Providing Member pursuant to the operation of sub-section 21.1;

"Pool Debt" means, in respect of a Pool Member or the Ancillary
Services Provider, the aggregate amount payable by such Pool
Member or the Ancillary Services Provider pursuant to the terms
of this Schedule;

"Pool Debtor" means each Pool Member and the Ancillary Services
Provider, but in either case only where it is required to make
payment under this Schedule;

"Pool Ledger Accounts" means the accounting records required to
be maintained by the Pool Funds Administrator in accordance with
Section 6 for the recording of transactions settled in accordance
with this Schedule;

"Pool Reserve Account" means the account established pursuant to
sub-secdon 4.2 for the purpose of holding a cash deposit which
may be used in or towards clearing the Pool Clearing Account in
accordance with Section 21;

"Pool Reserve Assets" has the meaning given to that term in
sub-secdon 5.12;

"Providing Member" means each Pool Member who may, under the
terms of this Schedule, become at any time a Pool Debtor;

"Reserve Interest Rate" means the rate of interest payable from
time to time by the Pool Banker on amounts standing to the credit
of the Pool Reserve Account;

"Security Amount" means, in respect of a Providing Member, the
aggregate of available amounts of each outstanding Letter of
Credit plus the principal amount (if any) of cash that such
Providing Member has paid to the credit of the Pool Reserve
Account (and which has not been repaid to such Providing Member)
and less the amount of all outstanding loans deemed to be made
under paragraphs 21.1.3 or 21.1.5 of this Schedule to such
Providing Member; for the purposes of this definition, in
relation to a Letter of Credit, Available amount" means the face
amount thereof less (i) payments already made thereunder end (ii)
claims made thereunder but not yet paid;

"Security Cover" means, in respect of each Providing Member, the
aggregate amount for the time being which it shall be required by
the Executive Committee to provide and maintain by way of
security in accordance with Part 3;

"Services" means the services and responsibilities to be supplied
or discharged by the Pool Funds Administrator pursuant to the
Agreement;

"Settlement Account" means, in relation to a Pool Member or the
Ancillary Services Provider, an account maintained at a
Settlement Bank and designated in accordance with sub-section
4.4;

"Settlement Account Designation" means a notice substantially in
the form set out in Part 1 of Annex 3 or in such other form as
may be specified by the Executive Committee, completed and signed
by a Pool Member or the Ancillary Services Provider designating a
Settlement Account for the purposes of this Schedule;

"Settlement Bank" means a bank which:

(a)  has its head office or a branch situated in the United
Kingdom and which holds sterling denominated accounts at such
office or branch;


(b)  is a settlement member of the Clearing House Automated
Payment System (UCHAPS") or is a CHAPS participant by virtue of
an agency agreement with a settlement member; and

(c)  is either:

(i)  a European insHtudon under the Banking Coordination (Second
Council Directive) Regulations 1992; or

(ii) an authorised institution under the Banking Act 1987;

"Settlement Bank Mandate" means any mandate referred to in
sub-secdon 4.7 to be given by the Pool Funds Administrator in
favour of a Settlement Bank or, as the context may require, a
particular one of them in such form(s) as the Executive Committee
may approve, such approval not to be unreasonably withheld, such
mandate being given for the purpose of establishing and
maintaining a Collection Account;

"Settlement Re-run" means any re-run of Settlement in accordance
with Part XII of the Agreement;

"Settlement Run" means, in respect of transactions occurring on
the relevant Settlement Day for which payments are to be settled
pursuant to this Schedule, the data which the Settlement System
Administrator is required to deliver from time to time to the
Pool Funds Administrator pursuant to Section 17 in respect of
such transacdons; and

"Shortfall" has the meaning given to that term in sub-secdon 5.7.

1.2  interpretation: In this Schedule, except where the context
otherwise requires, references to a particular Annex, Part, Section, 
sub-secdon, paragraph or sub paragraph shall be a reference to that 
Annex to or Part of this Schedule or, as the case may be, that Section 
sub-secdon, paragraph or sub-paragraph in this Schedule
and references to any amount being exclusive or inclusive of
United Kingdom Value Added Tax shall mean that that amount is exclusive 
or inclusive (as the case may be) of a sum equal to such amount, if 
any, of United Kingdom Value Added Tax as is
properly chargeable on the supply to which the first-mentioned
amount is attributable as being all or part of the consideration
for that supply.

                               PART 2

                    ESTABLISHMENT OF SYSTEMS

2.   PAYMENTS CALENDAR

2.1  Preparation: No later than 31st January in each year
the Pool Funds Administratorand the Settlement System
Administrator shall agree on a Payments Calendar
showing for the period from 1st April in that year to
31st March in the next succeeding year (both dates
inclusive) the Payment Dates on which payments pursuant
to the Agreement in respect of supplies of electricity
and the provision of Ancillary Services on each
Settlement Day are required to be settled and showing
the Notification Dates on which the Settlement Run in
respect of such supplies shall be delivered by the
Settlement System Administrator to the Pool Funds
Administrator.

2.2  Principles: Each Payments Calendar shall give effect to the
following principles:

2.2.1 the Settlement Run shall be required to be delive
red by the Settlement System Administrator to the Pool
Funds Administrator no later than the 24th day after
the Settlement Day to which the Settlement Run relates
(or, if such day is not a Business Day, the next
succeeding day which is a Business Day);

2.2.2  the Payment Date shall not fall earlier than two
clear Business Days after the day on which the
Settlement Run is required to be delivered by the
Settlement System Administrator to the Pool Funds
Administrator;

2.2.3  expressed as an average over the entire period co
vered by the Payments Calendar, the Payment Date shall
fall, as near as practicable, 28 days after the
Settlement Day to which it relates; and

2.2.4  each Payment Date shall fall as close as is
reasonably practicable to the 28th day after the
Settlement Day to which it relates,

and shall be prepared in accordance with the relevant
Agreed Procedure.

2.3 Form: The Payments Calendar shall be in such form
as the Executive Committee shall
from time to time prescribe.

2.4 Default: If the Pool Funds Administrator and the
Settlement System Administrator shall fail to agree a
Payments Calendar for any period by the date stated in
sub-section 2.1 or the Payments Calendar prepared by
them does not give effect to the principles set out in
sub-section 2.2, the Executive Committee shall prepare
or cause to be prepared a Payments Calendar for that
period giving effect to the said principles and that
shall be the Payments Calendar for use for that period.

2.5  Distribution: Any Payments Calendar prepared
pursuant to this Section 2 shall be
distributed promptly to each Pool Member, the Ancillary
Services Provider, the Pool
     
Banker, the Pool Auditor and the Director and (if
prepared by the Pool Funds Administrator and the
Settlement System Administrator) the Executive
Committee and (if prepared by or for the Executive the
Pool Funds Administrator and the Settlement System
Administrator.

3.   INFORMATION SYSTEMS

3.1  Provision of information: Unless otherwise
required by the Executive Committee, all written
information to be given by or to the Pool Funds
Administrator in connection with the Banking System and
the Billing System shall be provided in the following
manner:

3.1.1  for information flowing between the Pool Funds A
dministrator, the Settlement System Administrator and
the Ancillary Services Provider by electronic mail as
designated from time to time by the recipient in a
written notice to the sender of the information or if
such electronic mail systems are not operational by the
Effective Date, then until such systems are
operational, by such means as such parties shall agree;

3.1.2  for information flowing between the Pool Funds
Administrator and the Pool Banker, in the manner
prescribed in the Funds Transfer Agreement or in such
other manner as may be agreed between the Pool Funds
Administrator and the Pool Banker;

3.1.3  for information flowing between the Pool Funds A
dministrator and a Settlement Bank, in the manner
prescribed in the relevant Settlement Bank Mandate or
in such manner as may be agreed between the Pool Funds
Administrator and the Settlement Bank;

3.1.4  for information flowing between the Pool Funds A
dministrator and any Pool Member who has installed an
electronic mail transfer system compatible with the
Pool Funds Administrator's electronic mail transfer
system, by electronic mail as designated from time to
time by the recipient in a written notice to the sender
of the information;

3.1.5  for information flowing between the Pool Funds A
dministrator and any other Pool Member, by facsimile
transmission and addressed for the attention of the
Authorised Person (as defined in sub-section 3.3) for
such Pool Member and sent to the then latest facsimile
number of such Authorised Person notified to the Pool
Funds Administrator pursuant to sub-section 3.3
provided that, if at the relevant time there is no
Authorised Person for such Pool Member, such
information shall be sent by facsimile transmission and
addressed for the attention of the company secretary of
such Pool Member and sent to the facsimile number of
its registered or principal office.

3.2  Communications Equipment: Each Party undertakes to
exercise reasonable skill and care to ensure that its 
communications equipment at all times is adequate to transmit
and receive information in connection with the Banking
System and the Billing System. In the case of any
breakdown, failure or non-availability of the
communications or other equipment, each Party affected
shall use all reasonable efforts to agree promptly on
the use and implementation alternative, effective and
secure means of communication (and, in default of
agreement, notices or other communications shall be by
letter delivered or sent in accordance with Clause 75).

3.3  Authorised persons: Upon written request of the
Pool Funds Administrator each Pool Member shall (and
may of its own accord) provide the Pool Funds
Administrator in writing with the name of, and
communication details for, one or more individuals
("Authorised Persons") who are authorized (and, until
it receives written notice to the contrary, the Pool
Funds Administrator shall be entitled to assume that
they are authorized) to take action on behalf of such
Pool Member in respect of all communications and other
dealings under this Schedule between the Pool Funds
Administrator and such Pool Member. Each Pool Member
shall promptly advise the Pool Funds Administrator in
writing of any change of any such individual or his
communication details. The Pool Funds Administrator
shall notify all Pool Members and the Executive
Committee of the names and communication details of all
Authorised Persons and of any change in any such
individual or his communication details.

4.BANKING SYSTEM

4.1  Funds Transfer Agreement: On the Effective Date the Pool Funds
Administrator, the Pool Banker, each Pool Member and the Ancillary
Services Provider (in each case as at such date) entered into the 
Funds Transfer Agreement.

4.2  Establishment of Accounts: The Pool Funds
Administrator shall establish and operate in accordance
with the Agreement and the Funds Transfer Agreement a
Pool Clearing Account to and from which all payments
calculated in accordance with this Schedule are to be
made, a Pool Reserve Account from which any debit
balances on the Pool Clearing Account at the close of
banking business on each Business Day shall be settled
or reduced in accordance with this Schedule, a
Collection Account at each bank at which, from time to
time, any Pool Member or the Ancillary Services
Provider maintains a Settlement Account and such other
accounts (including a Pool Borrowing Account on which
the Pool Funds Administrator may make drawings under
the Credit Facility) as the Pool Funds Administrator
(with the prior written consent of the Executive
Committee) considers desirable to enable it efficiently
to perform any obligations imposed on it pursuant to
the Agreement. Each Pool Account shall be in the name
of the Pool Funds Administrator and (save for the Pool
Borrowing Account) shall be designated as being held in
trust in accordance with the provisions of Section 5.
The Pool Funds Administrator shall not commingle any
funds standing to the credit of any Pool Account with
its own personal funds.

4.3  Rights and obligations under Funds Transfer Agreement: 
The Pool Funds Administrator is authorized by the Pool 
Members and the Ancillary Services Provider to exercise the
rights granted to it under, and shall perform its
obligations pursuant to, the Funds 4.6  Transfer Agreement 
except that it shall not remove the Pool Banker without the 
prior written consent of the Executive and that at the request 
of the Executive Committee it shall remove the Pool Banker in 
accordance with the Funds Transfer Agreement. Subject to the
agreement of the Pool Banker, the Parties agree
promptly to give effect to any amendment to the Funds
Transfer Agreement as may be required by the Executive
Committee.

4.4  Settlement Account: Each Pool Member and the Ancillary Services Provider
shall deliver to the Pool Funds Administrator, in the case of a Pool Member,
not later than the later of the Effective Date and 10 Business Days (or such
lesser number of Business Days as the Executive Committee may, in respect of
any Pool Member, by notice to such Pool Member and the Pool Funds Administrator
specify) before it is admitted as a Pool Member and, in the case of the
Ancillary Services Provider, not later than the later of the Effective Date and
the date of its admission as a Party a duly completed and signed Settlement
Account Designation providing details of the Settlement Account to which the
Pool Funds Administrator is instructed to make payments to such person and, if
such person wishes to designate a second account as its Settlement Account from
which payments due from such person are to be transferred in accordance with
this Schedule, providing details of such other account.

4.5  Further information: Each Pool Member and the Anc
illary Services Provider shall also
supply to the Pool Funds Administrator and the
Executive Committee such information or (as the case
may be) further information concerning its Settlement
Account as shall be reasonably requested by the
Executive Committee or the Pool Funds Administrator.

4.6  Change of Settlement Account: Each Pool Member and
the Ancillary Services Provider
may, in consultation with the Pool Funds Administrator
and the Pool Banker, change its Settlement Account at
any time by delivering to the Pool Funds Administrator
and the Pool Banker a duly completed and signed notice
substantially in the form set out in Part 2 of Annex 3
(or in such other form as may from time to time be
specified by the Executive Committee) specifying the
effective date of the change (which shall be no less
than 10 Business Days after the notice is received by
the Pool Funds Administrator).

4.7   Maintenance of Settlement Account and Settlement
Bank Mandate: Each Pool Member
and the Ancillary Services Provider shall, unless
otherwise agreed by the Executive Committee, at all
times maintain a Settlement Account and the Pool Funds
Administrator shall enter into and maintain a
Settlement Bank Mandate with each of the relevant
Settlement Banks.

4.8   Details of Accounts: The Pool F unds Administrator
shall supply full details to each Pool Member and the
Ancillary Services Provider of the Pool Clearing
Account, the Pool Reserve Account and any relevant
Collection Account and, for so long as it is
maintained, the Pool Borrowing Account and shall supply
the Executive Committee with full details of all Pool
Accounts and Settlement Accounts.
                              

5.   ESTABLISHMENT OF TRUSTS

5.1  Trusts: The Pool Funds Administrator shall hold
all moneys deposited with or paid to it (other than
Pool Reserve Assets) and such rights as may from time
to time be vested in it with regard to payment by Pool
Members (apart from fees owed or paid to it for its
services in accordance with Schedule 15 and any amounts
payable to it pursuant to that Schedule upon its
removal as Pool Funds Administrator or the expiry or
termination of its appointment as such) by and from
each Pool Debtor or with regard to the provision of
Security Cover by each Pool Member, including:

5.1.1  subject as provided in sub-section 5.2, all mone
ys from time to time standing to the credit of each
Pool Account other than the Pool Reserve Account and
the Pool Borrowing Account;

5.1.2  all rights of the Pool Funds Administrator to call
for payment or Security Cover;

5.1.3  the Letters of Credit and all rights to, and (sub
ject to sub-section 15.5) moneys representing, any
proceeds therefrom other than proceeds repayable by
loan in accordance with paragraphs 5.12.5 and 5.16; and

5.1.4  any interest received or receivable in respect of
a Pool Debt or a Pool Account (other than interest on the 
Pool Reserve Account),

on trust for Pool Creditors in accordance with their
respective individual entitlements as they arise in
accordance with the Agreement. Upon termination of the
said trust any residual balance after satisfaction of
the entitlement of all Pool Creditors shall be held for
Providing Members in accordance with their respective
individual entitlements as they arise in accordance
with the Agreement.

5.2 Trusts in respect of the Credit Facility: The Pool
Funds Administrator shall hold all moneys from time to
time standing to the credit of the Pool Clearing
Account on trust first for the Facility Bank to the
extent that there is an aggregate amount outstanding
under the Credit Facility but on terms that no funds
shall be withdrawn in favour of the Facility Bank
except in satisfaction of a payment due to the Facility
Bank under the terms of the Credit Facility or in
accordance with this Schedule and on terms that the
Pool Funds Administrator will be entitled to make
payments out of the account to
Pool Members and other Parties in accordance with the
other provisions of this Schedule.

5.3  Rights of Pool Creditors other than the Ancillary
Services Provider: The respective rights of Pool
Creditors other than the Ancillary Services Provider to
the assets held by the Pool Funds Administrator on the
trusts set out in sub-section 5.1 shall be determined
in accordance with the Agreement and in accordance with
the following principles:

5.3.1  the extent of each Pool Creditor's individual rig
hts shall be deemed to consist of the aggregate of the
claims (to the extent not paid or otherwise satisfied)
of such Pool Creditor in respect of each Settlement
Period; and

5.3.2  the assets referred to in sub-section 5.1 shall be
deemed to consist of a series of funds, each fund
representing the rights or moneys owed, paid, held or
otherwise attributable to each Settlement Period. The
Pool Funds Administrator shall not be obliged to
segregate moneys into separate funds.

5.4   Rights of Ancillary Services Provider: The rights
of the Ancillary Services Provider to
assets held on trust shall be determined in accordance
with Section 23 of Schedule 9.

5.5   Trusts in respect of Pool Reserve Assets: The Pool
Funds Administrator shall stand
possessed of the Pool Reserve Assets on the following
trusts, that is to say:

5.5.1  at any time when no amounts owed by Pool Debtors
are overdue, on trust to repay (subject to and in
accordance with the provisions of sub-sections 5.8 and
5.9) to each Providing Member such Providing Member's
respective share (determined in accordance with
sub-section 5.13) of the Pool Reserve Assets; and

5.5.2  with automatic effect as soon as any amount owed
by a Pool Debtor becomes overdue, to hold an amount of
the moneys credited from time to time to the Pool
Reserve Account equal to the Shortfall or the amount
held in the Pool Reserve Account attributable to such
Pool Debtor (whichever is less) on the trusts set out
in sub-section 5.1 and the balance (if any) shall be
held on the trusts set out in paragraph 5.5.1.

5.6   Overdue amounts: In respect of a Pool Debtor and
for the purposes of sub-section 5.5,
an amount shall be deemed to become overdue at the time
at which the Pool Funds Administrator becomes aware
that such Pool Debtor has not made or will not make by
12.30 hours payment in full to the credit of the
Collection Account of such Pool Debtor of such an
amount as it is required on such day to make and, for
as long as the Credit Facility remains unconditionally
available, the Pool Funds Administrator considers in
good faith that the amount in default is not likely to
be remedied on the
next Business Day and the amount overdue shall be the
amount of the Shortfall.

5.7   Shortfall: The term "Shortfall", as used in this
Section 5, means the amount from time to time of
Notified Payments which have become overdue by
application of the rule set out in sub-section 5.6 and
which have not subsequently been paid (whether by
remittance from a Pool Debtor, payment out of the Pool
Reserve Account or a call under a Letter of Credit). To
the extent that the Pool Funds Administrator is unable
to determine the precise amount of a Shortfall, it
shall be deemed to be such amount as the Pool Funds
Administrator and the Pool Banker shall agree, or
failing agreement, the entire amount of the Notified
Payment.

5.8  Providing Members' rights to funds: Each Providing
Member remitting funds for credit to the Pool Reserve
Account agrees that the following terms shall apply.
None of the remittances shall be repayable until a
Providing Member has ceased to be a Pool Member and has
paid in full all amounts actually or continentally owed
by it to any Pool Creditor, the Settlement System
Administrator or the Pool Funds Administrator.
Furthermore, if and to the extent that, at any time
when an amount would be repayable to a Providing Member
pursuant to this sub-section 5.8, all or any part of
the Providing Member's interest in the Pool Reserve
Assets is represented by a loan to a Pool Member deemed
to be made in accordance with paragraph 21.1.3 or
21.1.5 the Providing Member's rights as against the
Pool Funds Administrator to receive a payment of its
share in the Pool Reserve Assets (or the relevant
portion of such share) shall be conditional on
repayment in full of the relevant loan.

5.9 Funds not to be withdrawn: Each Providing Member
undertakes not to seek withdrawal of any funds to which
it may be entitled except in the circumstances
permitted by sub-section 5.10 or 16.7. The Pool Funds
Administrator shall be entitled to disregard any
purported notice of withdrawal not complying with this
sub section 5.9.

5.10  Providing Members rights to withdraw funds: Notwithstanding 
sub-sections 5.8 and 5.9, if a Providing Member is not in default 
in respect of any amount owed to a Pool Creditor:

5.10.1  the Pool Funds Administrator shall transfer to
the relevant Providing Member quarterly its share of
interest credited to the Pool Reserve Account; and

5.10.2  the Pool Funds Administrator shall transfer to s
uch Providing Member within a reasonable time after
such Providing Member's written request therefor any
amount of cash which exceeds the amount which such
Providing Member is required to maintain in the Pool
Reserve Account from time to time in accordance with
Section 16.

5.11 Waiver of Providing Members' rights: Each
Providing Member waives any right it might otherwise
have to set off against any obligation owed to the Pool
Funds Administrator, the Pool Banker, any Pool Member
or the Ancillary Services Provider any claims such
Providing Member may have to or in respect of the Pool
Reserve Assets.

5.12 Pool Reserve Assets: "pool Reserve Assets" means
the aggregate of:

5.12.1  amounts from time to time credited to the Pool
Reserve Account;

5.12.2  amounts which any Providing Member is from time
to time obliged to pay toFit.the Pool Funds
Administrator for credit to the Pool Reserve Account
and claims in respect of such amounts;

5.12.3  interest accrued and accruing on the Pool Reserve
Account;

5.12.4  any amounts credited to the Pool Reserve Account
pursuant to paragraph 15.4.3; and

5.12.5  any loans deemed to be made from any amounts
credited to the Pool Reserve Account pursuant to
paragraph 21.1.3 or 21.1.5.

5.13 Providing Members' rights and interests in the
Pool Reserve Account: At any time when it is necessary
to determine the respective rights and interests of
Providing Members in and to funds standing to the
credit of the Pool Reserve Account, such rights shall
be determined in accordance with the following rules:

5.13.1  any amount withdrawn from the Pool Reserve Acco
unt following the occurrence of a Shortfall which the
Pool Funds Administrator has determined to be
attributable to a particular Providing Member (the
"Relevant Providing Member") (irrespective of the
existence or otherwise of actual fault on the part of
the Relevant Providing Member) shall in the first
instance reduce pro tanto the Relevant Providing
Member's interest in the Pool Reserve Assets;

5.13.2  if, in any circumstances described in paragraph
5.13.1, the Shortfall exceeds the Relevant Providing
Member's interest in the Pool Reserve Account, then any
excess required to be withdrawn from the Pool Reserve
Account shall reduce the respective interests of
Providing Members other than the Relevant Providing
Member in proportion to their respective interests in
the Pool Reserve Account prior to the withdrawal;

5.13.3  any proceeds of a Letter of Credit which are to
be credited to the Pool Reserve Account pursuant to
sub-section 5.16, and any amounts paid by a Relevant
Providing Member to make up a payment out of the Pool
Reserve Account, shall be applied in priority in or
towards reinstating (rateably among themselves) the
respective interests of Providing Members other than
the Relevant Providing Member in the Pool Reserve
Account;

5.13.4  subject to the rules set out in paragraphs 5.13.1
to 5.13.3 (inclusive), the respective rights of each
Providing Member in and to funds standing to the credit
of the Pool Reserve Account shall be to receive
(subject to sub sections 5.8 and 5.9) an amount equal
to the aggregate amounts remitted by
the Providing Member to the Pool Reserve Account and
not subsequently withdrawn together with a
proportionate share of any interest from time to time
credited to the Pool Reserve Account; and

5.13.5  in the absence of a Shortfall, any amounts cred
ited to the Pool Reserve Account following a call under
a Letter of Credit pursuant to subsection 15.5 shall be
considered as an interest in the Pool Reserve Assets of
the Relevant Providing Member in respect of the
relevant Letter of Credit.

5.14 Overpayments to be held on trust: If and to the
extent that payments under this Schedule actually made
on any day by the Pool Funds Administrator to Pool
Members or the Ancillary Services Provider in respect
of supplies of electricity under the Agreement or the
provision of Ancillary Services do not correspond
exactly with their respective payment entitlements
established in accordance with the Agreement in
relation to supplies of electricity or the provision of
Ancillary Services in respect of that same day, then
the person receiving any overpayment shall receive and
be deemed to hold the amount of such overpayment on
trust for the Pool Member or rateably for the Pool
Members or, as the case may be, for the Ancillary
Services Provider which, in respect of that same day
was (were) underpaid and, on the written instruction of
the Pool Funds Administrator, shall account in
accordance with sub-section 23.2 to the Pool Funds
Administrator accordingly for redistribution of the
moneys.

5.15 Reimbursement of overpayments: Subject to
sub-sections 5.8 and 5.14, all payments under this
Schedule shall be made on the basis that a Pool Member
shall only be entitled to claim reimbursement of an
overpayment made by it (whether to the Pool Funds
Administrator or (through the Pool Funds Administrator)
to another Pool Member or the Ancillary Services
Provider) if, and then only to the extent that:

(a)  the aggregate amounts paid by the Pool Member in
respect of the relevant Payment Date
exceed

(b)  the total amounts payable by that Pool Member to
Pool Creditors in respect of that Payment Date together
with all amounts (if any) overdue by that Pool Member
in respect of periods prior to the relevant Payment
Date.

5.16 Repayment of loans: Notwithstanding their rights
pursuant to sub-section 5.1 in and to Letters of Credit
and the proceeds thereof, Pool Creditors agree that if:

5.16.1  a payment is received under a Letter of Credit
after a sum has been withdrawn from the Pool Reserve
Account to make good (in whole or in part) a
discrepancy between amounts owed and amounts received
by the due time on a particular Payment Date; and

5.16.2  the aggregate of the amounts paid out of the Pool
Reserve Account and paid under the Letter of Credit
exceeds the amounts owed in respect of the relevant
Payment Date,

then any excess paid under the Letter of Credit over
the amount then remaining unpaid in respect of the
relevant Payment Date shall be credited to the Pool
Reserve Account. Where appropriate, any such credit
shall pro tanto constitute repayment of any loans
deemed to be made pursuant to paragraphs 21.1.3 or
21.1.5.

5.17 No claim for breach of trust: Provided that the
Pool Funds Administrator carries out its duties under
the Agreement, no Pool Member shall have any claim
against the Pool Funds Administrator for breach of
trust or fiduciary duty arising solely out of any
discrepancy between payments actually made in respect
of any day and the entitlement of Pool Members to
receive payments in respect of that same day.

6.   POOL LEDGER ACCOUNTS

6.1 Maintenance of Pool Ledger Accounts: The Pool Funds
Administrator shall maintain ledger accounts showing
all amounts payable and receivable by each Pool Member
and the Ancillary Services Provider according to
calculations made and notifications issued by the Pool
Funds Administrator pursuant to this Schedule.

6.2 Ledger extracts: Each Pool Member and the Ancillary
Services Provider shall be entitled to receive a
quarterly extract of the ledger account which is
relevant to it showing all amounts debited and credited
to its account provided that, if a Pool Member or the
Ancillary Services Provider so requests of the Pool
Funds Administrator, it shall be entitled to receive a
monthly extract of such ledger account.

6.3 Certified copy extracts: Without prejudice to the
generality of the general duties and responsibilities
of the Pool Funds Administrator set out in Schedule 15,
in the event of any enforcement proceedings being
brought by a Pool Creditor against a non paying Pool
Member, the Pool Funds Administrator shall forthwith
upon request being made to it at the cost of the
requesting Pool Creditor provide a certified copy of an
extract of the ledger accounts sufficient to establish
the details of each transaction in respect of which the
Pool Creditor has a claim against the non-paying Pool
Member.

6.4  Confidentiality: The ledger accounts maintained by
the Pool Funds Administrator shall be kept confidential
in accordance with Part XVIII of the Agreement from
Committee Members and from all Pool Members (except as
required pursuant to Clause 63.1.5 or 63.1.6 or
sub-section 6.2 or 6.3) but the Pool Funds
Administrator shall disclose such ledger accounts to
the Pool Auditor for the purpose of any audit requested
to be conducted pursuant to Part IX of the Agreement.

6.5  Information: Any extract of a ledger account of a
ny other records, data or information provided pursuant
to Clause 63.1.5 or 63.1.6 or sub-section 6.2
(collectively referred to in this Section 6 as the
"information") shall, save in the case of manifest
error, be deemed prima facie evidence of its contents.

6.6  Review of extracts: Each Pool Member and the Anci
llary Services Provider shall promptly review all
extracts of ledger accounts sent to it and shall
(without prejudice to any of its rights under the
Agreement) where practicable within 10 Business Days
after receiving such information notify the Pool Funds
Administrator of any errors in such account of which it
is aware.

6.7 Dispute of accuracy: If the Pool Funds
Administrator at any time receives a notice disputing
the accuracy of any ledger account, records, data or
information, it shall consult with the Pool Member who
gave the notice or (as the case may be) the Ancillary
Services Provider and both shall use all reasonable
endeavours to agree the information. Promptly after
agreement is reached, the Pool Funds Administrator
shall, if necessary, issue corrected information and
notifications under the provisions of sub-section 17.8.

[Sections 7 to 14 (inclusive) not used].
<PAGE>
      
                             PART 3

              Security' COVER AND CREDIT MONITORING

15. SECURITY COVER

15.1 Provision of Security Cover: Each Providing Member
shall provide Security Cover from time to time in
accordance with the following provisions:

15.1.1 each Providing Member (with the exception of any
entity of or whollyowned or Controlled by the United
Kingdom Government) shall:

(a)  deliver to the Pool Funds Administrator evidence
reasonably satisfactory to the Executive Committee
that:

(i) it presently holds an Approved Credit Rating; or

(ii) it has provided and is not in default under
alternative or additional security as may be approved
from time to time by unanimous decision of all
Committee Members (Committee Members being under no
obligation to approve any such security), or

(b) comply with the provisions of paragraph 15.1.3;

15.1.2  in addition to the provisions of paragraph 15.1.1
but subject as provided in Sections 21.12 and 25:

(a)  each Supplier (including any Supplier which is an
entity of or whollyowned or Controlled by the United
Kingdom Government) shall, not later than the date of
its admission as a Pool Member, deliver to the Pool
Funds Administrator:

(I)  a Letter of Credit (available for an initial
period of not less than 12 months); and

(ii) cash for credit to the Pool Reserve Account,

in both cases in such amount as shall be notified by
the Executive Committee in accordance with Section 16;
and

(b)  each Providing Member, not being a Supplier,
(including any entity of or wholly-owned or Controlled
by the United Kingdom Government and not referred to in
paragraph 15.1.2(a) above) shall, not later than the
date of its admission as a Pool Member or 31st March,
1995 (whichever is the later), deliver to the Pool
Funds Administrator:

(I)  a Letter of Credit (available for an initial
period of not less than 12 months); and

(ii) cash for credit to the Pool Reserve Account,

in both cases in such amount as shall be notified by
the Executive Committee in accordance with Section 16;

15.1.3  each Providing Member mentioned in paragraph
15.1.1 to which paragraph (b) of paragraph 15.1.1
applies shall immediately be required (in addition to
its obligations, if any, under paragraph 15.1.2) to
deliver to the Pool Funds Administrator a Letter of
Credit (available for an initial period of not less
than 12 months) or cash for credit to the Pool Reserve
Account in such amount and in such proportions as shall
be notified by the Executive Committee in accordance
with Section 16.

15.2 Letters of Credit: For the avoidance of doubt
nothing in sub-section 15.1 or 15.6 shall prevent any
Providing Member from delivering a single Letter of
Credit in respect of its obligations under paragraphs
15.1.2 and 15.1.3.

15.3 Cash deposit: Any cash amount delivered to the
Pool Funds Administrator for credit to the Pool Reserve
Account shall be held on the terms set out in Section
5. Amounts standing to the credit of the Pool Reserve
Account shall bear interest at the Reserve Interest
Rate.

15.4 Maintenance of Security Cover: Each Providing
Member shall be required to provide and at all times
thereafter maintain a Security Amount equal to or more
than the Security Cover applicable to it in such
aggregate amount as shall be set from time to time in
accordance with this Part 3. Immediately upon any
reduction occurring in the Security Amount provided by
any Providing Member or any Letter of Credit being for
any reason drawn down (and including the deemed making
of any loan to that Providing Member under the
provisions of paragraph 21.1.3 or 21.1.5) the Providing
Member will procure that new Letters of Credit are
issued or existing Letters of Credit are reinstated (to
the satisfaction of the Pool Funds Administrator) to
their full value or cash is placed to the credit of the
Pool Reserve Account in an amount required to restore
the Security Amount to an amount at least equal to the
Security Cover applicable to the Providing Member, and
in such proportions of Letters of Credit and cash as
this Part 3 requires. Not later than 10 Business Days
before any outstanding Letter of Credit is due to
expire, the Providing Member providing such Letter of
Credit shall procure to the satisfaction of the Pool
Funds Administrator that its required Security Amount
will be available for a further period of not less than
12 months which may be done in one of the following
ways:

15.4.1  (subject to the issuing bank continuing to have
the credit rating referred to in sub-section 15.6)
provide the Pool Funds Administrator with confirmation
from the issuing bank that the validity of the Letter
of Credit has been extended for a period of not less than 
12 months on the same terms and otherwise for such amount 
as is required by this Part 3; or

15.4.2  provide the Pool Funds Administrator with a new
Letter of Credit issued by an issuing bank with the
credit rating required by this Schedule for an amount
at least equal to the required Security Amount
applicable to it (less its balance on the Pool Reserve
Account) which Letter of Credit shall be available for
a period of not less than 12 months; or

15.4.3  procure such transfer to the Pool Funds Adminis
trator for credit to the Pool Reserve Account as shall
ensure that the credit balance applicable to it
standing to the credit of the Pool Reserve Account
shall be at least equal to the required Security
Amount.

15.5  Failure to supply Security Cover: If a Providing
Member fails at any time to provide Security Cover to
the satisfaction of the Pool Funds Administrator in
accordance with the provisions of this Section 15, the
Pool Funds Administrator may at any time while such
default continues, and if at such time any Letter of
Credit forming part of the Security Cover is due to
expire within nine Business Days it shall immediately,
and without notice to such Providing Member, demand
payment of the entire amount of any outstanding Letter
of Credit and shall credit the proceeds of the Letter
of Credit to the Pool Reserve Account to be held on the
terms and on the trusts set out in Section 5.

15.6  Substitute Letter of Credit: If the bank issuing
any Providing Member's Letter of Credit ceases to have
the credit rating as is set out in sub-section 1.1
under "Letter of Credit", such Providing Member shall
forthwith procure the issue of a substitute Letter of
Credit by a bank that has such credit rating.

16. CREDIT MONITORING

16.1 Determination of Security Cover: The amount of
Security Cover which each Providing Member shall be
required to maintain and, in respect of the amounts of
Security Cover to be provided under paragraph 15.1.2
(so long as applicable) and paragraph 15.1.3 the
proportions as between cash and Letter of Credit that
may be permitted, shall be determined from time to time
by the Executive Committee in consultation with the
Pool Funds Administrator in accordance with this
Section 16 and on the basis of the criteria set out in
sub-section 16.2, and shall be notified to such
Providing Member and to the Pool Funds Administrator.

16.2 Criteria for provision of Security Cover:

16.2.1In respect of each Providing Member to which pa
ragraph (b) of paragraph 15.1.1 applies, the amount of
Security Cover required to be provided by such
Providing Member in addition to the amounts referred to
in paragraph 15.1.2 (so long as applicable) shall be
provided by Letter of Credit in an amount to be
assessed by the Executive Committee in
consultation with the Pool Funds Administrator as the
aggregate amounts payable pursuant to the Agreement by
the relevant Providing Member in respect of purchases
of, or as the case may be, prospective purchases of
electricity (including Ancillary Services) made by the
relevant Providing Member over a 28 day period, as
determined by the Executive Committee provided that
with the approval of the Executive Committee, all or
part of the required Security Cover may be provided in
cash credited to the Pool Reserve Account; and

16.2.2 In respect of all Providing Members, the amounts
required to be provided by each Providing Member which
are referred to in paragraph 15.1.2 (so long as
applicable) shall (subject as provided in sub-section
21.12 and Section 25) be initially as to a minimum of
20 per cent. in cash and the remainder by way of Letter
of Credit, and thereafter as revised by the Executive
Committee. Such amounts shall be assessed by the
Executive Committee in consultation with the Pool Funds
Administrator to cover banking error and to minimise
reductions of payments to Pool Creditors.

16.3 Six monthly variation: In respect of paragraphs
16.2.1 and 16.2.2, the Executive Committee shall
calculate two amounts for the two six-month periods
commencing 1st April and 1st October in each year and
shall advise the Pool Funds Administrator and the
relevant Providing Members accordingly. Such six
monthly variation shall not apply to paragraph 16.2.2
where Section 25 is applicable.

16.4 Review of Security Cover: The Pool Funds
Administrator shall keep under review the Security
Amounts relating to each Providing Member and shall
promptly advise the Executive Committee and the
relevant Providing Member whenever the Security Cover
maintained by such Providing Member is significantly
more or less than the amount required to be maintained
pursuant to this Part 3.

16.5 Increase or Decrease of Security Cover: If, after
considering the recommendations of the Pool Funds
Administrator and any representations which may be made
by the relevant Providing Member, the Executive
Committee determines that a Providing Member's Security
Cover should be increased or decreased, it shall so
notify the Providing Member, the Pool Funds
Administrator and the Director. If the Executive
Committee determines that such Security Cover should be
decreased, the Providing Member consents and the
Director so approves, that reduction shall take place.
The Pool Funds Administrator shall consent to an
appropriate reduction in the available amount of any
outstanding Letter of Credit and/or shall repay to the
Providing Member such part of the deposit held in the
Pool Reserve Account for the account of such Providing
Member (together with all accrued interest on the part
to be repaid) sufficient to reduce the Providing
Member's Security Amount to the level of Security Cover
applicable to it. If the Executive Committee determines
that the Providing Member's Security Cover should be
increased, the relevant Providing Member shall, within
five Business Days of notice as aforesaid, procure an
additional or replacement Letter of Credit or transfer
to the Pool Funds Administrator a cash deposit for
credit to the Pool Reserve Account in an amount sufficient to
increase its Security Amount so as to be at least equal
to the level of Security Cover applicable to it.

16.6 Notification in respect of Security Cover: The
Pool Funds Administrator shall notify the Executive
Committee, the Settlement System Administrator and the
Director promptly if:

16.6.1  a Providing Member fails to provide, extend or
renew a Letter of Credit which it is required to
maintain pursuant to Section 15; or

16.6.2 the Pool Funds Administrator shall make a call
under any such Letter of Credit; or

16.6.3 the Pool Funds Administrator becomes aware that a
Providing Member (a) shall cease to retain an Approved
Credit Rating, or (b) shall be placed on credit watch
by the relevant credit rating agency (or becomes
subject to an equivalent procedure) which in any case
casts doubt on the Providing Member retaining an
Approved Credit Rating, or (c) shall be in default
under the additional or alternative security referred
to in paragraph 15.1.1; or

16.6.4 the Security Amount in relation to any Providing
Member is at any time less than the level of its
required Security Cover for the time being; or

16.6.5 the Pool Funds Administrator becomes aware that
any bank that has issued a Letter of Credit which has
not expired ceases to have the credit rating required
by this Schedule.

16.7 Release from Security Cover Obligations: Upon a
Providing Member ceasing to be a Pool Member and
provided that all amounts owed by the Providing Member
have been duly and finally paid and that it is not
otherwise in default in any respect under the
Agreement, the Providing Member shall be released from
the obligation to maintain Security Cover and the Pool
Funds Administrator shall consent to the revocation of
any outstanding Letter of Credit.

16.8 No liability for amount of Security Cover: Any
recommendations made by the Pool Funds Administrator
pursuant to this Section 16 shall be given in good
faith. Any instructions given by the Executive
Committee in respect of the amount of Security Cover to
be maintained by a Providing Member, if given in good
faith, shall insofar as applicable in terms of this
Schedule be binding on all Pool Members and the
Ancillary Services Provider and neither the Pool Funds
Administrator nor any Committee Member shall incur any
liability by reason of a Providing Member's Security
Cover proving to be inadequate or excessive.
<PAGE>

                             PART 4

                 BILLING AND PAYMENT PROCEDURES

17. RECEIPT AND VERIFICATION OF INFORMATION

17.1 Receipt of Information from Settlement System Administrator: Not later
than 12.00 hours on the Notification Date the Pool Funds Administrator
shall require of, and take all steps available to it to procure from, the
Settlement System Administrator, and the Settlement System Administrator
shall use its best endeavours to provide to the Pool Funds Administrator,
the information referred to in sub-sections 17.2 to 17.5 (inclusive)
concerning supplies of electricity and the provision of Ancillary Services
in respect of each Settlement Day.

17.2 Information for each Settlement Day: The
information required in respect of each Settlement Day
is as follows:

17.2.1the Settlement Day;

17.2.2the corresponding Payment Date;

17.2.3the Settlement Run identification number;

17.2.4 the total amount owing in accordance with the
Agreement (exclusive of United Kingdom Value Added Tax)
in respect of electricity supplied and Ancillary
Services provided during each Settlement Day; and

17.2.5 the total amount owing (exclusive of United K
ingdom Value Added Tax) in respect of Ancillary
Services provided during each Settlement Day.

17.3 Information - taking of electricity: The
information required in respect of each Pool Member
taking electricity in each Settlement Day is as
follows:

17.3.1the Pool Member's identification number:

17.3.2the Pool Member's name; and

17.3.3the total amount owing in accordance with the
Agreement (exclusive of United Kingdom Value Added Tax)
in respect of electricity taken by such Pool Member
during each Settlement Day including the amount owing
in respect of Ancillary Services attributable to the
amount of electricity purchased by such Pool Member.

17.4 Information - provision of electricity: The
information required in respect of each Pool                    
Member providing electricity during each Settlement Day
is as follows:

17:4.1the Pool Member's identification number;

17.4.2the Pool Member's name; and

17.4.3the total amount owing in accordance with this
Agreement (exclusive of United Kingdom Value Added Tax)
in respect of electricity provided by such Pool Member
during each Settlement Day.

17.5 Information - Ancillary Services Provider: The
information required in relation to the Ancillary
Services Provider in respect of each Settlement Day is
the total amount receivable in accordance with the
Agreement by the Ancillary Services Provider (exclusive
of United Kingdom Value Added Tax) for the provision of
Ancillary Services during each Settlement.

17.6 Verification of Information: Upon receipt of the
information supplied by the Settlement System
Administrator, the Pool Funds Administrator shall
verify whether, on the basis of such information, the
sum of the amounts shown to be receivable by each Pool
Member in respect of its sales of electricity plus the
amount shown to be payable to the Ancillary Services
Provider in respect of its provision of Ancillary
Services on the relevant Settlement Day is equal to the
sum of the amounts shown to be payable by each Pool
Member in respect of its purchases of electricity on
the same Settlement Day.

17.7 Deemed Verification: Unless the Pool Funds
Administrator shall, by close of business on the
Notification Date, otherwise inform the Settlement
System Administrator, each Pool Member and the
Ancillary Services Provider to the contrary before the
Payment Date, the information provided by the
Settlement System Administrator shall be deemed to be
verified.

17.8 Rectification of Errors: If the Pool Funds
Administrator determines chat the information provided
by the Settlement System Administrator cannot be
verified in accordance with sub-section
17.6 it shall as soon as possible notify the Settlement
System Administrator, each Pool Member and the
Ancillary Services Provider accordingly and require the
Settlement System Administrator to correct any errors
and obtain the Pool Funds Administrator's verification
of the corrected information as quickly as possible. As
soon as the Pool Funds Administrator verifies that the
information provided by the Settlement System
Administrator can be verified in accordance with
sub-section 17.6, the Pool Funds Administrator shall
notify the Settlement System Administrator, each Pool
Member and the Ancillary Services Provider of the
verified information required to be given pursuant to
subsection 17.6. The Settlement System Administrator
shall use its best endeavours to provide such corrected
information as may be necessary for the Pool Funds
Administrator to issue verification.

17.9 Amounts in Advice Notes; Adjustments:

17.9.1 The amounts to be incorporated in the Advice No
tes in accordance with subsection 18.1 (and in all
cases together with United Kingdom Value Added Tax
thereon) shall be:

(a)  if verification has been made in accordance with
sub-section 17.6, the full amounts so verified;

(b)  to the extent verification can reasonably be made
in circumstances where all the information cannot be
fully verified as described in subsection 17.6, those
amounts which are shown against the name of each Pool
Debtor in such information as is received under the
provisions of sub-section 17.1 (whether or not such
information is an estimate only) and such amounts will
be shared amongst the relevant Pool Creditors in the
proportion which the amount shown as due to each of
them in such information as aforesaid bears to the
amounts which are so shown as due to all of them; and

(c)  to the extent that for any reason whatever the
amounts to be paid cannot be verified at all
(including, but not limited to, application of Force
Majeure and failure to provide information on the part
of the Settlement System Administrator) or the
appropriate calculations to permit payment in
accordance with sub-paragraph (b) above cannot properly
be made, the same as the amounts calculated as being
payable by and to Pool Members and to the Ancillary
Services Provider in respect of the last same day of
the week in respect of which payments were verified
under sub-section 17.6 (provided that any Pool Member
who was not at that earlier time a Pool Member, or vice
versa, shall be ignored and such adjustment made as the
Pool Funds Administrator considers appropriate).

17.9.2 In the event that payments are made in the circu
mstances set out in paragraph 17.9.1(b) or (c), the
Settlement System Administrator in conjunction with the
Pool Funds Administrator shall, as soon as actual
verification can thereafter be made, make such
adjustments as may be necessary (and, where relevant,
apply interest at the Reserve Interest Rate or at such
rate as shall be set from time to time by the Executive
Committee) to account for any differences between
payments made and actual verified payment information.

17.10 Postponed Payment Date: If for any reason beyond the 
reasonable control of the Pool Funds Administrator it is not 
possible, after application of sub-section 17.9, for the Pool 
Funds Administrator to determine by the close
of business on the Notification Date the amounts to be 
incorporated in the Advice Notes, the Pool Funds Administrator 
shall inform the Settlement System Administrator, each Pool Member 
and the Ancillary Services Provider that the Payment Date 
shall be postponed so that it falls on the second Business Day
after the day on which the Pool Funds Administrator verifies the 
information provided by the Settlement System Administrator 
pursuant to sub-section 17.6 (any such Payment Date being the 
"Postponed Payment Date" and a reference to a Payment Date in 
this Schedule shall where applicable include a reference to a
Postponed Payment Date). On the Postponed Payment Date, each 
Pool Member who took electricity on the Settlement
Day to which the Postponed Payment Date applies shall
pay interest on all such amounts for each day from and
including the originally scheduled Payment Date to (but
excluding) the Postponed Payment Date at such rate as
shall be set from time to time by the Executive
Committee or, in the absence of such rate, at the
Reserve Interest Rate and all Pool Members who supplied
electricity and the Ancillary Services Provider on such
Settlement Day shall be entitled to receive in addition
to the amounts that they are entitled to receive in
respect of such supplies, interest on such amounts for
each day during the same period and at the same rate.
Interest shall accrue from day to day and shall be
calculated by the Pool Funds Administrator on a 365 day
year basis.

17.11  Further notification: Where instructed by the Executive 
Committee, or where there is an award by a Court of competent 
jurisdiction or an arbitrator, or a decision of the Pool Auditor or 
where rendered appropriate by Clause 52, the Pool Funds 
Administrator shall issue further or other notification to the 
Pool Members and the Ancillary Services Provider in accordance with 
the provisions of this Section 17; and the Business Day which 
falls five Business Days after the date of such notification or 
earlier if practicable shall be a Payment Date.

17.12  Payment by Pool Debtor: Without prejudice to its
obligations in respect of supplies of electricity in
accordance with the provisions of the Agreement, each
Pool Debtor shall without defence, set-off or
counterclaim (but without prejudice to any other rights
or remedies available to such Pool Debtor) make payment
on the relevant Payment Date of the full amount
(including United Kingdom Value Added Tax) so notified
as being payable by it for the account of those Pool
Members and, as the case may be, the Ancillary Services
Provider so notified as being entitled to receive
payments. Payment shall be made in accordance with the
terms of this Schedule. For the avoidance of doubt no
payment made shall be treated as being paid on account
or subject to any condition or reservation,
notwithstanding the provisions for the making of
subsequent adjusting payments provided in this
Schedule. The provisions of sub-section 5.14 shall
apply to any payment insofar as it is or may constitute
an overpayment.

17.13  Liability several: Save as otherwise expressly provided, 
the liability of each Pool Member for amounts payable by it 
pursuant to this Schedule is several and no Pool Member shall 
be liable for the default of any other Pool Member.

18.  ADVICE NOTES

18.1 Despatch of Advice Notes: Not later than 17.00
hours on the relevant Notification Date (and, if this
is not practicable, in good time (as that expression is
explained in more detail in the relevant Agreed
Procedure) to enable Pool Members and the Ancillary
Services Provider to give all necessary instructions
for payments to be effected on the relevant Payment
Date) the Pool Funds Administrator shall:

18.1.1  despatch to Pool Members and the Ancillary Serv
ices Provider Advice Notes showing amounts (inclusive
of United Kingdom Value Added Tax) which,
according to its calculations, are to be paid by or to
each Pool Member and the Ancillary Services Provider on
each Payment Date in respect of supplies of electricity
and the provision of Ancillary Services during each
Settlement Day to which that Notification Date relates;

18.1.2  notify each Settlement Bank of amounts payable by
the Pool Members or the Ancillary Services Provider
maintaining a Settlement Account at the relevant
Settlement Bank; and

18.1.3  notify the Pool Banker of the amount to be remit
ted to the Pool Clearing Account by each Settlement
Bank.

18.2 Method of despatch: All Advice Notes shall be
despatched by the means established in accordance with
paragraphs 3.1.1 and 3.1.5, or by such other means as
the Executive Committee may reasonably direct.

18.3 Content of Advice Notes: All Advice Notes will
include an appropriate indication if payment is being
made under the provisions of paragraph 17.9.1 (b),
17.9.1 (c) or 17.9.2.

18.4 Interest: Where interest is payable by or to any
Pool Member or the Ancillary Services Provider pursuant
to this Schedule, the Pool Funds Administrator shall,
at the same time as it despatches the Advice Notes,
despatch to each Pool Member and the Ancillary Services
Provider who is required to pay interest and to each
Pool Member and the Ancillary Services Provider who is
entitled to receive interest a statement showing the
amount of interest payable or receivable by it, the
rate of interest applicable thereto and the amount (if
any) of tax to be withheld.

19. PAYMENT PROCEDURE

19.1 Instructions for payment: Each Pool Member and the
Ancillary Services Provider shall, in respect of each
Payment Date on which it is under an obligation to make
a payment under this Schedule, make such arrangements
as will ensure that such payment is credited to the
relevant Collection Account in sufficient time to allow
such Settlement Bank to make irrevocable arrangements
to remit to the Pool Clearing Account by 12.30 hours
the amount payable by that Pool Member or (as the case
may be) the Ancillary Services Provider in respect of
that Payment Date. Each Pool Member and the Ancillary
Services Provider shall ensure all remittances by its
bank to the relevant Collection Account shall be
remittances for value on the relevant Payment Date.

19.2 Pool Funds Administrator's responsibilities:

19.2.1 As soon as practicable and in any event not later
than 13.00 hours on each Payment Date the Pool Funds
Administrator shall take such action as is required to
ensure that all amounts required to be credited to each
Collection Account on such Payment Date have been so
credited (or if not so credited, the reason therefor
established).

19.2.2 As soon as practicable and in any event not later
than 13.30 hours on each Payment Date the Pool Funds
Administrator shall take such action as is required to
ensure that all amounts credited to each Collection
Account on such Payment Date in accordance with
sub-section 19.1 have been remitted to the Pool
Clearing Account.

19.2.3 As soon as practicable and in any event not later
than 14.30 hours on each Payment Date the Pool Funds
Administrator shall take such action as is required to
ensure that it verifies the actual amounts credited to
each Collection Account and remitted to the Pool
Clearing Account on or before
13.30 hours on that Payment Date and the aggregate of
such amounts.

19.3 Non-payment by Pool Member: If a Pool Member
becomes aware that a payment for which it is
responsible will not be credited to the relevant
Collection Account by 12.30 hours on the relevant
Payment Date, it will immediately notify the Pool Funds
Administrator, giving all details available to the Pool
Member. The Pool Funds Administrator shall, as soon as
it becomes aware that a payment will not be remitted,
use its best endeavours to establish the cause of
non-payment.

19.4 Excess payments: If by 12.30 hours on any Payment
Date the Pool Funds Administrator is advised by a
Settlement Bank that the Settlement Bank will be making
a payment in excess of the amount notified to the Pool
Member pursuant to sub-section 18.1 in respect of that
Payment Date, or if the Pool Banker notifies the Pool
Funds Administrator by 13.30 hours that amounts greater
than the amounts notified to the Pool Banker pursuant
to paragraph 18.1.3 have been credited to the Pool
Clearing Account, the Pool Funds Administrator shall
use its best endeavours to ascertain the nature of the
excess payment, to calculate the entitlement to such
payment and to instruct the Pool Banker by 14.30 hours
that day to credit the appropriate Settlement
Account(s) with the amount determined by the Pool Funds
Administrator as falling due to each Pool Creditor in
accordance with this Schedule
provided that, where an External Pool Member makes a
payment in excess of the amount owing by it on any
Payment Date and the reason for such overpayment is the
difficulty in remitting funds on a future Payment Date
because of the mismatch of bank and public holidays
between countries, the Pool Funds Administrator shall
instruct the Pool Banker to credit the Pool Reserve
Account with the amount of the excess. Any Pool Member
who instructs its bank to make a payment in excess of
the amount owing by that Pool Member on any Payment
Date shall simultaneously with giving such instructions
advise the Pool Funds Administrator in writing of the
amount of the excess payment providing a description of
what the Pool Member considers the excess payment
relates to.

19.5 Payment to Pool Creditors: The Pool Funds
Administrator shall, prior to 14.30 hours on each day,
calculate the amounts available for distribution to
Pool Creditors on that day. As soon as practicable and
not later than 14.30 hours on that day the Pool
Funds Administrator shall give irrevocable instructions
to the Pool Banker to remit from the Pool Clearing
Account to the relevant Settlement Accounts maintained
by the Pool Creditors the aggregate of amounts
determined by the Pool Funds Administrator to be
available for payment to Pool Creditors and, if
required, to transfer amounts from the Pool Reserve
Account or the Pool Borrowing Account to the Pool
Clearing Account or vice versa.

19.6 Making good the Pool Reserve Account: If the Pool
Reserve Account is debited or credited in or towards
clearing the Pool Clearing Account, the Pool Funds
Administrator shall as soon as possible thereafter take
the necessary steps, including making any calculations
or taking any action in accordance with Section 21, to
reverse the debit or credit to the Pool Reserve Account
and/or to make a call under a Letter of Credit.

19.7 Prohibition on transfers: The Pool Funds
Administrator shall not at any time instruct the Pool
Banker to transfer any sum from a Pool Account to
another account (not being a Pool Account) unless that
account is a Settlement Account.

19.8 Application of payments: Where payments in respect
of more than one Settlement Day are required to be
settled on a Payment Date, payments in respect of the
longest outstanding Settlement Day shall be, and be
deemed to be, settled first.

19.9 Bank contacts: Upon written request of the Pool
Funds Administrator each Pool Member and the Ancillary
Services Provider shall provide the Pool Funds
Administrator in writing with the name of, and
communication details for, one or more individuals at
the branch of its Settlement Bank from which payments
or payment instructions required to be made or given by
it pursuant to this Schedule originate (the "Local
Branch") who is (are) familiar with the payment
procedures set out in this Section 19 applicable to
such Pool Member or (as the case may be) the Ancillary
Services Provider, and shall promptly advise the Pool
Funds Administrator in writing of any change of any
such individual or his communication details. Each Pool
Member and the Ancillary Services Provider hereby
authorises the Pool Funds Administrator to contact any
such individual to enquire in respect of any Payment
Date whether and in respect of what amount instructions
have been given for the remittance of any payment
required to be made by such Pool Member or (as the case
may be) the Ancillary Services Provider under this
Schedule and/or whether such payment has been remitted
or otherwise made as provided for in this Schedule, and
undertakes not to withdraw, qualify or revoke such
authority at any time. Each Pool Member and the
Ancillary Services Provider shall instruct its Local
Branch to cooperate with the Pool Funds Administrator
accordingly and to provide the Pool Funds Administrator
with all such information as is necessary to answer
such enquiries. The Pool Funds Administrator shall
comply with all reasonable security arrangements
imposed by the relevant Pool Member or the Ancillary
Services Provider or any Local Branch.

20. ALTERNATIVE PAYMENT PROCEDURE

20.1 Alternative Payment procedure: Without prejudice
to other obligations in the Agreement not substituted
by the provisions of this Section 20, the provisions
set out in this Section 20 shall apply:

20.1.1if, on the Effective Date, it has not been po
ssible to establish the Notified Payments System (in
which case they shall continue to apply until the
Notified Payments System is established, or until such
other time as the Executive Committee may determine);
or

20.1.2 if, for any reason, it is not possible to apply
the procedures contemplated by the Notified Payments
System and for so long as it is not possible to apply
such procedures.

20.2 Pool Debtor to effect remittance: Each Pool Debtor
shall, in respect of each Payment Date on which it is
under an obligation to make a payment under the
Agreement, give instructions to its bank, which it
undertakes not to qualify, withdraw or revoke, to
effect remittance to the Pool Clearing Account of the
amount payable by that Pool Member to be received on
that Payment Date.

20.3 Receipt of remittance: Any remittance must be
received by the Pool Banker in the Pool Clearing
Account no later than 12.30 hours on the Payment Date
unless arrangements have been made between the Pool
Banker and the relevant Pool Member which shall be
notified to the Pool Funds Administrator and which are
satisfactory to the Pool Banker such that funds will be
received for value on that Payment Date. The Pool
Members shall ensure that instructions are given to
their banks in sufficient time to ensure that their
respective banks comply with this time limit.

20.4 Method of remittance: The Parties acknowledge and
agree that when practicable to give effect to
sub-section 20.3 a Pool Debtor shall cause remittances
to be effected through CHAPS but, where not practicable
or where the amount payable is less than the minimum
individual amount then processed through CHAPS, the
Pool Member shall ensure by whatever means at its
disposal that remittance for value on the relevant
Payment Date is made for credit to the Pool Clearing
Account not later than 12.30 hours.

20.5 Notification of non-payment: The Parties
acknowledge and agree that if a Pool Debtor becomes
aware that a payment for which it is responsible will
not be remitted to the Pool Banker by 12.30 hours on
the relevant day, and where satisfactory arrangements,
as referred to in sub-section 20.3 have not been made,
it shall immediately notify the Pool Funds
Administrator, giving all details available to that
Pool Debtor.

20.6  Payment default: If the Pool Funds Administrator determines 
at any time after 12.30 hours on any day that a remittance which 
should have been credited on that day to
the Pool Clearing Account has not been made (or that
the credit has not been received) (in whole or in part)
and where satisfactory arrangements, as referred to in
sub-section 20.3, have not been made, the provisions of
Section 21 shall apply mutatis mutandis.

20.7 Late payment: If, after the Pool Funds
Administrator has either debited the Pool Reserve
Account or made a call under a Letter of Credit, the
Pool Banker receives the remittance which had not been
credited to the Pool Clearing Account by 12.30 hours,
then such remittance shall be credited to the Pool
Reserve Account.

20.8 Payments to Pool Creditors: The Pool Funds
Administrator shall, prior to 14.30 hourson each day,
calculate the amounts available for distribution to
Pool Creditors on that day (including amounts resulting
from the application of sub-section 20.6). Not later
than 14.30 hours on that day the Pool Funds
Administrator shall give instructions to the Pool
Banker, which it undertakes not to qualify, withdraw or
revoke, to make same day value remittances to the Pool
Creditors.

20.9 Construction: Where the provisions of this Section
20 apply references in Sections 5 and 18 and
sub-section 21.1 to "Settlement Bank" and "Collection
Account" shall be construed as references to "bank" and
"Pool Clearing Account" respectively.

21.  PAYMENT DEFAULT

21.1 Payment default: Subject as provided by
sub-section 21.12, if, by 12.30 hours on a Payment
Date, the Pool Funds Administrator has been notified by
a Settlement Bank or it otherwise has reason to believe
that a Settlement Bank will not remit to the Pool
Clearing Account all or any part (the "amount in
default") of any amount which has been notified by the
Pool Funds Administrator as being payable by a Pool
Debtor (the Non-paying Pool Debtor") on the relevant
Payment Date in sufficient time to ensure that such
amount can be cleared through the Pool Clearing Account
not later than the close of banking business on such Payment 
Date, the Pool Funds Administrator shall act in accordance with
the following provisions (or whichever of them shall
apply) in the order in which they appear until the Pool
Funds Administrator is satisfied that the Pool Clearing
Account will clear not later than the close of business
on the relevant Payment Date:

21.1.1 if the Pool Funds Administrator has been able to
identify the non-paying Pool Debtor in sufficient time
to apply this paragraph 21.1.1 and to the extent that
the non-paying Pool Debtor is entitled to receive
payment from any Pool Debtor pursuant to this Schedule
on the relevant Payment Date, then the Pool Funds
Administrator shall (unless it reasonably believes that
such set-off shall be unlawful) set off the amount of
such entitlement against the amount in default;

21.1.2 if the Pool Funds Administrator has been able to
identify the non-paying Pool Debtor in sufficient time
to apply this paragraph 21.1.2, the Pool Funds
Administrator shall debit the Pool Reserve Account and
credit the Pool Clearing Account with a sum not exceeding 
the amount of funds standing to the credit of the non-paying 
Pool Debtor in the Pool Reserve Account;

21.1.3 subject to sub-section 21.2, the Pool Funds
Administrator shall debit the Pool Reserve Account and
credit the Pool Clearing Account with a sum not
exceeding the amount of funds then standing to the
credit of the Pool Reserve Account to the extent that
they represent Security Cover provided in
accordance with paragraph 15.1.2, the transfer of such
amount as is not attributable to the funds standing to
the credit of the non-paying Pool Debtor being deemed
to give rise to a series of loans to the non-paying
Pool Debtor by each Providing Member rateably according
to its share of the funds
standing to the credit of the Pool Reserve Account to
the extent that they represent Security Cover provided
in accordance with paragraph 15.1.2, at the time
immediately prior to the transfer, such loans to be
repayable on demand and to carry interest at the
Reserve Interest Rate and in any case repayable not
later than two Business Days after they arise after
which, to the extent that any such loans remain
outstanding, such loans shall carry interest at the
Default Interest Rate (which interest shall be credited
to the relevant Providing Member's Pool Ledger
Account). Each Providing Member hereby irrevocably
authorises the Pool Funds Administrator to advance,
collect in and enforce payment of such loans for its
account and on its behalf and each Pool Member hereby
irrevocably consents to the making of such
loans to the extent that such Pool Member has a share
in the Pool Reserve Account;

21.1.4 if the Pool Funds Administrator has been able to
identify the non-paying Pool Debtor in sufficient time
to apply this paragraph 21.1.4 and provided that the
Pool Funds Administrator is satisfied that the proceeds
of a call under the Letter of Credit will be paid into
the Pool Clearing Account in sufficient time to ensure
that it will clear not later than the close of business
on the relevant Payment Date, the Pool Funds
Administrator shall make a call under the Letter of
Credit supplied by the non-paying Pool Debtor in a sum
not exceeding the available amount of all such Letters
of Credit, and the Pool Funds Administrator shall cause
the proceeds of such call or calls to be paid into the
Pool Clearing Account;

21.1.5  subject to sub-section 21.2 and provided
that the Pool Funds Administrator is satisfied that the
proceeds of a call under a Letter of Credit will be
paid into the Pool Clearing Account in sufficient time
to ensure that it will clear not later than the close
of business on the relevant Payment Date, the Pool
Funds Administrator shall make a call under one or more
Letters of Credit supplied by Pool Members (other than
the non-paying Pool Debtor) in a total sum not
exceeding the total available amount of all such
Letters of Credit to the extent that such amount
represents Security Cover provided in accordance with
paragraph 15.1.2, and the Pool Funds Administrator
shall cause the proceeds of such call or calls to be
paid into the Pool Clearing Account. The transfer of
such proceeds into the Pool Clearing Account shall
be deemed to give rise to a series of loans to the
non-paying Pool Debtor by each Providing Member whose
Letter of Credit was called rateably according to the
amounts called under their respective Letter of Credit,
such loans to be repayable on demand and to carry
interest at the Reserve Interest Rate and in any case
repayable not later than two Business Days after they
arise after which, to the extent that any such loans
remain outstanding, such loans shall carry interest at
the Default Interest Rate (which interest shall be
credited to the relevant Providing Member's Pool Ledger
Account). Each Providing Member hereby irrevocably
authorises the Pool Funds Administrator to advance,
collect in and enforce payment of such loans for its
account and on its behalf and each Pool Member hereby
irrevocably consents to the making of such loans to the
extent that such Pool Member has a share in the Pool
Reserve Account;

21.1.6  if and to the extent that, notwithstanding appl
ication of the foregoing measures, it is not possible
to clear the Pool Clearing Account by any of the
foregoing means, the Pool Funds Administrator shall
reduce payments to all Pool Creditors in proportion to
the amounts payable to them on the relevant Payment
Date by an aggregate amount equal to the amount
necessary to clear the Pool Clearing Account and shall
account for such reduction in the Pool Ledger Accounts
as amounts due and owing by the non-paying Pool Debtor
to each Pool Creditor whose payments were reduced.

21.2 Amount in default likely to be remedied: The Pool
Funds Administrator shall not apply paragraph 21.1.3 or
21.1.5 unless it considers in good faith that the
amount in default is likely to be remedied by the
non-paying Pool Debtor no later than the next Business
Day-and in such a case the Pool Funds Administrator
shall only apply paragraphs 21.1.2 and 21.1.4 to the
extent of any amounts provided by way of Security Cover
pursuant to paragraph 15.1.2.

21.3  Loans part of Pool Reserve Assets: Any loans
arising pursuant to paragraph 21.1.3 or 21.1.5 shall be
deemed to constitute part of the Pool Reserve Assets
and all repayments of such loans, together with
interest thereon, shall be paid into the Pool Reserve
Account for the account of each Providing Member who is
deemed to have made such loan.

21.4 Repayment of loans: If any loans to a non-paying
Pool Debtor arising pursuant to paragraph 21.1.3 or
21.1.5 shall not have been repaid in full (together
with interest at the rate or rates specified therein)
by 12.00 hours on the next Business Day after such loan
is deemed to have arisen, the Pool Funds Administrator
shall make a call under the Letter of Credit if any'
which shall have been supplied by the non-paying Pool
Debtor and which remains outstanding in an amount not
exceeding the amount necessary to repay such loans and
all accrued interest in full and, if the proceeds of
any Letter of Credit are insufficient to repay all
outstanding loans to the relevant non-paying Pool
Debtor, such proceeds shall be applied towards
repayment of each such outstanding loan rateably.

21.5 Reduction of payments to Pool Creditors: If, after
the date that any loans to a nonpaying Pool Debtor
arise pursuant to paragraph 21.1.3 or 21.1.5, the Pool
Funds Administrator shall reasonably be of the opinion
that the non-paying Pool Debtor will not repay
forthwith all of such loans and all accrued interest in
full or the loans have not been repaid with all
interest within two Business Days after they arose
(whichever occurs first), the Pool Funds Administrator
reduce payments to all Pool Creditors in proportion to
the amounts payable to them on the Payment Date to
which the default relates and any succeeding Payment
Dates as may be required by an aggregate amount
necessary to restore the balance in the Pool Reserve
Account to the sum for the time being required under
this Schedule to be deposited by the Pool Members other
than the non-paying Pool Debtor, to the intent that all
loans arising under paragraphs 21.1.3 and 21.1.5 and
remaining undischarged after application of the
non-paying Pool Debtor's Letter of Credit are
discharged in full together with interest thereon at
the Reserve Interest Rate.

21.6 Obligation to make calls: If and whenever the Pool
Funds Administrator has not applied the provisions of
paragraph 21.1.4, and has reduced payments to Pool
Creditors in accordance with paragraph 21.1.6, it
shall, on the relevant Payment Date or so soon
thereafter as the non-paying Pool Debtor has been
identified (but, in any event, not later than the close
of business on the Business Day following such Payment
Date) make a call under the Letter of Credit supplied
by the non-paying Pool Debtor in a sum sufficient to
cover the reduction made under paragraph 21.1.6 (but
not exceeding the available amount of all such Letters
of Credit) and the Pool Funds Administrator shall cause
the proceeds of such call to be paid forthwith into the
Pool Reserve Account. On the next Business Day
following receipt of such proceeds, the Pool Funds
Administrator shall pay such amounts as have been
credited to the Pool Reserve Account to the Pool
Creditors whose payments were reduced in full or (as
the case may be) in proportion to their respective
entitlements including interest on such amounts at the
Reserve Interest Rate.

21.7 Indemnification by non-paying Pool Debtor: The
non-paying Pool Debtor shall indemnify and keep
indemnified each Pool Member whose Letter of Credit is
called under paragraph 21.1.5 and/or who is deemed to
have made loans under paragraph 21.1.3 or 21.1.5 on
demand against all costs, expenses and losses
(including the costs of management time) suffered or
incurred by such Pool Member arising from its Letter of
Credit being so called (including the costs of
reinstating the same) or such loans being deemed to
have been made to the extent that such Pool Member is
not compensated under this Section 21. This indemnity
shall be in addition to and without prejudice to the
liability of the non-paying Pool Debtor to repay the
loan, together with accrued interest, which arises
pursuant to paragraph 21.1.5. The Pool Creditors, in
proportion to the amounts payable to them on the
Payment Date to which a default relates in respect of
which the Pool Funds Administrator has operated
sub-section 21.5, and any succeeding Payment Dates as
may be required, shall indemnify and keep indemnified
each Pool Member as is referred to in the earlier
provisions of this sub-section 21.7 to the extent of
any failure by the non-paying Pool Debtor to fulfill
its obligations under this sub-section 21.7.

21.8 Notification to Pool Creditors: The Pool Funds
Administrator shall use all reasonable endeavours
promptly to notify the relevant Pool Creditors whenever
it makes any such reduction as is referred to in
paragraph 21.1.6.

21.9 Default Interest: Save as otherwise provided in
the Agreement (including where an express rate of
interest is provided), if any amount payable by any
Pool Debtor pursuant to this Schedule is not given
value for the due date by close of banking business on
the due date the Pool Debtor shall on written demand by
the Pool Funds Administrator pay to the Pool Funds
Administrator, for the account of the person or persons
entitled to receive the amount in default, interest on
such amount from the due date up to the day of actual
receipt by the Pool Funds Administrator (as well after
as before judgment) at the Default Interest Rate.

21.10  Application of payments: Any amount received by the Pool Funds
Administrator from a non-paying Pool Debtor for the credit of any Pool
Account shall be applied by the Pool Funds Administrator in or towards
payment of amounts payable by the nonpaying Pool Debtor to Pool 
Creditors on each successive Payment Date in respect of which there 
is an outstanding default (with the longest outstanding default 
being settled first).

21.11  Clearing of Pool Clearing Account: All amounts standing to the 
credit of the Pool Clearing Account at the close of business on any 
Payment Date shall be transferred to the Pool Reserve Account so that 
the balance in the Pool Clearing Account shall at the end of such 
day be nil.

21.12  Credit Facility: If and for so long as the Credit Facility 
remains unconditionally available, the provisions of this Section 21 
shall apply with the modifications provided by Section 25.

22: CONFIRMATION NOTICES

22.1 Despatch of Confirmation Notices: Within two
Business Days after each Payment Date the Pool Funds
Administrator shall issue a Confirmation Notice to each
Pool Member and the Ancillary Services Provider in
respect of the corresponding Payment Date setting out
the information required in sub-sections 22.2, 22.3 and
22.4.

22.2 Information - taking of electricity: The
information required on a Confirmation Notice in
respect of each Pool Member taking electricity on each
Settlement Day is as follows:

22.2.1  the Pool Member's identification number;

22.2.2  the Pool Member's name;

22.2.3  the total amount (inclusive of United Kingdom Va
lue Added Tax) received in the Pool Clearing Account on
the relevant Payment Date by the Pool Funds


Administrator in respect of electricity taken by such
Pool Member during the Settlement Day and Ancillary
Services attributable thereto;

22.2.4  the amount received in the Pool Clearing Account
on the relevant Payment Date by the Pool Funds
Administrator in respect of electricity taken by such
Pool Member during the Settlement Day and Ancillary
Services attributable thereto, exclusive of United
Kingdom Value Added Tax; and

22.2.5  the amount of United Kingdom Value Added Tax re
ceived in the Pool Clearing Account on the Payment Day
by the Pool Funds Administrator in respect of
electricity taken by such Pool Member during the
Settlement Day and Ancillary Services attributable
thereto.

22.3 Information - supplies of electricity: The
information required on a Confirmation Notice in
respect of each Pool Member supplying electricity on
each Settlement Day shall include:

22.3.1  the Pool Member's identification number;

22.3.2  the Pool Member's name;

22.3.3  the Settlement Run identification number;

22.3.4  the total amount (inclusive of United Kingdom V
alue Added Tax) paid out of the Pool Clearing Account
on the relevant Payment Date by the Pool Funds
Administrator in respect of electricity supplied by
such Pool Member during the Settlement Day;

22.3.5  the amount paid out and the date on which such
amount is paid out of the Pool Clearing Account on the
relevant Payment Date by the Pool Funds Administrator
in respect of electricity supplied by such Pool Member
during the Settlement Day exclusive of United Kingdom
Value Added Tax and the Settlement Run identification
number; and

22.3.6  the amount of United Kingdom Value Added Tax paid
out of the Pool Clearing Account on the relevant
Payment Date by the Pool Funds Administrator in respect
of electricity supplied by such Pool Member during the
Settlement Day.

22.4 Information - Ancillary Services Provider The
information required on a Confirmation Notice in
respect of the Ancillary Services Provider is as
follows:

22.4.1  the total amount receivable by the Ancillary Se
rvices Provider (exclusive of United Kingdom Value
Added Tax) for the provision of Ancillary Services
during the Settlement Day;

22.4.2  the total amount receivable by the Ancillary S
ervices Provider (inclusive of United Kingdom Value
Added Tax) for the provision of Ancillary Services
during the Settlement Day; and

22.4.3  the total amount of United Kingdom Value Added
Tax receivable by the Ancillary Services Provider for
the provision of Ancillary Services during the
Settlement Day.

22.5 Interest: Where interest has been paid to any Pool
Member or the Ancillary Services Provider, the Pool
Funds Administrator shall promptly after such payment
provide to each Pool Member and the Ancillary Services
Provider a statement showing the amount of interest
paid or received, the rate of interest applicable
thereto and the amount (if any) of tax withheld. If
applicable, the Pool Funds Administrator shall provide
to the relevant Pool Member or the Ancillary Services
Provider an appropriate tax deduction certificate in
respect of any withholding tax.

23. PAYMENT ERRORS

23.1 Overpayments: If for any reason whatsoever
(including the negligence of the Pool Banker or the
Pool Funds Administrator) a Pool Creditor receives on
any Payment Date a payment in excess of the amount
disclosed in the Pool Ledger Account as calculated as
being payable to it (an "overpayment") (including but
not limited to proceeds of any loan made or deemed to
be made in accordance with Section 21 or Section 25 to
any non-paying Pool Debtor which becomes insolvent
before such advance is repaid) the provisions of
sub-section 5.15 apply, and the Pool Creditor shall
forthwith notify the Pool Funds Administrator of the
amount of the overpayment and shall forthwith pay the
overpayment into a Pool Account specified by the Pool
Funds Administrator.

23.2 Repayment of overpayment (1): If prior to a Pool
Creditor notifying the Pool Funds Administrator of the
overpayment, the Pool Funds Administrator receives
notice (from the Pool Banker or otherwise) of the
overpayment, the Pool Funds Administrator shall
forthwith require (by written notice) that the
recipient of the overpayment pay the overpayment to a
Pool Account specified by the Pool Funds Administrator
and any Pool Creditor who receives such notice shall
forthwith pay the amount to an account specified by the
Pool Funds Administrator. If the overpayment is repaid
within two Business Days of receiving the notice, the
overpayment (or any part not paid) shall bear interest
at the Reserve Interest Rate or at such rate as shall
be set from time to time by the Executive Committee
from the date the overpayment was received up to the
date that value is given in a Pool Account by the Pool
Funds Administrator- (as well after as before
judgment). Any overpayment (or part thereof) not repaid
within two Business Days after demand therefor in
accordance with this Section 23 shall bear interest at
the Default Interest Rate from the expiry of that
period and shall be recoverable in accordance with
Section 24. The Pool Funds Administrator shall account
to those entitled to payment by reason of an
overpayment.

23.3 Repayment of overpayment (2): Upon receipt of the
overpayment (including any interest) the Pool Funds
Administrator shall (forthwith upon entitlement to it
being ascertained) pay the amount received to the Pool
Member or the Ancillary Services Provider who should
have received the payment on the Payment Date.

23.4 Underpayments: If for any reason whatsoever
(including the negligence of the Pool Banker or the
Pool Funds Administrator) a Pool Creditor does not
receive on the relevant Payment Date the full amount
disclosed as owing to it pursuant to the Pool Ledger
Account (an ~underpayment") that Pool Creditor shall
forthwith notify the Pool Funds Administrator of the
amount of the underpayment, and the Pool Funds
Administrator after consultation with the Pool Banker
shall use all reasonable endeavours to identify such
person as shall have received any corresponding
overpayment and promptly to correct the underpayment.
If, by reason of negligence, the Pool Funds
Administrator holds or has under its control amounts
which it ought properly to have paid to Pool Members,
such Pool Members shall be enticed to interest on such
amounts at the Default Interest Rate and for such
period as the Pool Funds Administrator improperly holds
or has such amounts under its control.

24. ENFORCEMENT OF CLAIMS

24.1 Notification of amount in default: Without
prejudice to the provisions of Section 21, if a Pool
Member shall fail to pay any amount payable pursuant to
this Schedule on the due date, the Pool Funds
Administrator shall notify the Director, the Executive
Committee and each Pool Creditor to whom the amount in
default is owed pursuant to this Agreement of the name
of the non-paying Pool Debtor, the aggregate amount in
default and the amount owed to each Pool Creditor.

24.2 Duties of Pool Funds Administrator: Except as
otherwise expressly provided in this Schedule, the Pool
Funds Administrator shall not be required to ascertain
or enquire as to the performance or observance by any
Pool Member or the Ancillary Services Provider of its
obligations under the Agreement and shall have no duty
to inform the Executive Committee or any Pool Member or
the Ancillary Services Provider of any default, other
than a failure to pay as may come to its attention.

24.3 Notice before action: Each Pool Creditor shall
give notice to the Pool Funds Administrator before
instituting any action or proceedings in any court to
enforce payments due to it pursuant to this Schedule.
Upon receipt of any notice under this sub-section 24.3,
the Pool Funds Administrator will as soon as
practicable notify the Executive Committee, all Pool
Members, the Settlement System Administrator, the
Ancillary Services Provider and the Director.

24.4 Proceedings to Recover Overdue Amounts: Without
prejudice to the right of any Pool Member to bring such
proceedings as it sees fit in connection with matters
related to the Agreement, the Pool Funds Administrator
shall, if instructed to do so by the -Executive
Committee, bring proceedings against a Pool Member (on
behalf of those Pool Members who have indicated their
willingness to the Executive Committee for the Pool
Funds Administrator first so to act) for the recovery
of any amounts due by that Pool Member pursuant to this 
Schedule so long as the Pool Funds Administrator has first 
reached agreement with the Executive Committee and the Pool
Members as to appropriate remuneration, is indemnified
to its reasonable satisfaction or, if it so requires,
provided that it shall have received such security as
it may reasonably request against all costs, claims,
expenses (including legal fees) and liabilities which
it will or may sustain or incur in complying with such
instructions. Save as provided in the foregoing
provisions of this sub-section 24.4, the Pool Funds
Administrator shall not be obliged to bring any such
proceedings.

25. CREDIT FACILITY: PAYMENT DEFAULTS

25.1 Purpose of Credit Facility: It is acknowledged
that the Credit Facility provides an alternative to the
Security Cover referred to in paragraph 15.1.2 and the
Pool Funds Administrator will use the Credit Facility
to cover banking error and payment error and to
minimise reductions of payments to Pool Creditors
unless it considers in good faith that an amount in
default is not likely to be remedied by the non-paying
Pool Debtor no later than the next Business Day.

25.2 Modification of other provisions of this Schedule:
If and so long as the Credit Facility is
unconditionally available to the Pool Funds
Administrator (whether or not there remains any amount
undrawn), paragraphs 15.1.2, 21.1.3 and 21.1.5 shall be
of no effect and the remaining provisions of this
Schedule shall be implemented on the basis that the
following sub-sections apply.

25.3 Payment default: The Pool Funds Administrator
shall operate the Credit Facility on the following
basis:

25.3.1  the Credit Facility may be drawn down by the Pool
Funds Administrator if, by 12.30 hours on any Payment
Date, there is an amount in default unless the Pool
Funds Administrator considers in good faith that the
amount in default is not likely to be remedied by the
non-paying Pool Debtor no later than the next Business
Day;

25.3.2  if paragraph 25.3.1 applies such that the Credit Facility may be
drawn down, the Pool Funds Administrator will first act in accordance with
paragraph 21.1.1, will then draw on the Credit Facility for an amount not
exceeding the available amount under the Credit Facility (after allowing
for any repayment to be made to the Facility Bank under sub-section 25.6)
and, if it is not possible to clear the Pool Clearing Account by either or
both of those means, it will then act in accordance with paragraph 21.1.6;
and

25.3.3  if paragraph 25.3.1 does not apply, then the Pool
Funds Administrator will act in accordance first with
paragraph 21.1.1, then with paragraph 21.1.2, then with
paragraph 21.1.4 and only then with paragraph 21.1.6.

25.4 Amounts in default: Each non-paying Pool Debtor
will be responsible in relation to any amount in
default in accordance with the following paragraphs:

25.4.1  each non-paying Pool Debtor will be responsible
for the repayment of all amounts of principal drawn
down under the Credit Facility in respect of any amount
in default relating to that Pool Debtor as if the Pool
Funds Administrator had made a loan to such Pool Debtor
of the relevant amount and the amounts so payable are
to be paid to, or otherwise made available for credit
to, the Pool Clearing Account as soon as possible, but
in any event no later than two Business Days after the
relevant Payment Date;

25.4.2  each non-paying Pool Debtor will be responsible
also for interest (determined in accordance with
paragraph 25.4.4) on all amounts of principal drawn
down under the Credit Facility in respect of any amount
in default relating to that Pool Debtor as if the Pool
Funds Administrator had made a loan to such Pool Debtor
of the relevant amount and the amount so payable by way
of interest is to be paid to, or otherwise made
available for credit to, the Pool Clearing Account by
no later than the day notified by the Pool Funds
Administrator to such Pool Debtor for payment thereof
(being the date which is 2 Business Days prior to the
date on which interest is payable under the Credit
Facility by the Pool Funds Administrator to the
Facility Bank for the month in which the principal
amount in question was outstanding);

25.4.3  each non-paying Pool Debtor will further be res
ponsible for its proportionate share (determined in
accordance with paragraph 25.4.5) of any additional sum
payable to the Facility Bank pursuant to the terms of
the Credit Facility as if the Pool Funds Administrator
had made a loan to such Pool Debtor of the relevant
amount and the amount so payable is to be paid to, or
otherwise made available for credit to, the Pool
Clearing Account forthwith on notification thereof by
the Pool Funds Administrator to the Pool Debtor in
question;

25.4.4  for the purposes of paragraph 25.4.2, int
erest is to be calculated using the effective daily
rate of interest reasonably determined by the Pool
Funds Administrator on the basis of the aggregate
interest (including any compound interest) payable
under the Credit Facility in .-relation to any
particular day;

25.4.5  for the purposes of paragraph 25.4.3, the propor
tionate share for a particular non-paying Pool Debtor
is the amount (if any) which the Pool Funds
Administrator reasonably determines (after consultation
with the Facility Bank) as being the amount of any
additional sum payable in accordance with the terms of
the Credit Facility attributable to drawings under the
Credit Facility made in respect of that Pool Debtor.

25.5 Application of payments: On the Relevant Date the
Pool Funds Administrator shall, if the amount
in.question has not been received in full from the
non-paying Pool Debtor:

25.5.1  first debit the Pool Reserve Account and credit
the Pool Clearing Account with a sum not exceeding the
amount of funds (if any) standing to the credit of the
non-paying Pool Debtor in the Pool Reserve Account;

25.5.2  if that sum is insufficient to repay in full the
amount in question, the Pool Funds Administrator shall
call the Letter of Credit (if any) provided by the
non-paying Pool Debtor (for an amount not exceeding the
available amount) and pay or cause the proceeds thereof
to be paid into the Pool Clearing Account; and

25.5.3  if the amount credited to the Pool Clearing Acco
unt after following the foregoing procedure is
insufficient, reduce payments to all Pool Creditors in
proportion to the amounts payable to them on the
Payment Date to which the default relates,

so that, in any case, the Pool Funds Administrator has
available to it on the Pool Clearing Account sufficient
funds to comply with paragraph 25.6. For the purposes
of this paragraph, the "Relevant Date" is whichever of
the following is applicable:

(a)  in relation to any principal amount for which a
non-paying Pool Debtor is responsible under paragraph
25.4.1, the last date specified for payment under
paragraph 25.4.1;

(b)  in relation to any principal amount as referred to
in sub-paragraph (a), the first date (if earlier than
the date referred to in sub-paragraph (a)) on which the
Pool Funds Administrator is reasonably of the opinion
that the nonpaying Pool Debtor will not repay forthwith
all of the amounts of principal in question;

(c)  in relation to payment of interest under paragraph
25.4.2, the last date for payment thereof; and

(d)  in relation to an additional amount under
paragraph 25.4.3 the last date for payment of this
amount.

25.6 Payments to Facility Bank: To the extent of any
payment by the non-paying Pool Debtor and/or if any of
the circumstances described in sub-section 25.5 occur,
the Pool Funds Administrator will forthwith repay to
the Facility Bank by credit to the Pool Borrowing
Account, if applicable, an amount equal, in the former
case, to the amount so paid and, in the latter case, to
the amount which should have been paid by the
non-paying POQI Debtor.

25.7 Reduction in payments to Pool Creditors: A
reduction in payments as contemplated by paragraph
25.5.3 will also apply in the event of any amounts
drawn down under the Credit Facility being required to
be repaid in accordance with the terms of the Credit
Facility and the Pool Funds Administrator shall account
for such reduction in the Pool Ledger Accounts as amounts 
due and owing by the non-paying Pool Debtor to each Pool 
Creditor whose payments were reduced.

25.8 Enforcement of Claims and other provisions:
Sub-sections 21.7, 21.8, 21.9, 21.10 and
Section 24 shall have effect in relation to amounts due
from a non-paying Pool Debtor which arise under the
foregoing sub-sections.

25.9 Unavailability of Credit Facility: If at any time
the Credit Facility ceases to be unconditionally
available and paragraph 15.1.2 shall thereupon have
become effective, the whole or any part of the Security
Cover thereby required to be provided by each Providing
Member may be provided by a credit to the Pool Reserve
Account, unless otherwise determined by the Executive
Committee. The Executive Committee shall from time to
time assess (in consultation with the Pool Funds
Administrator) and determine the amount of Security
Cover which would be required pursuant to
paragraph 15.1.2 as if that paragraph were in effect
and such assessment and determination shall apply for
the purposes of paragraph 16.2.2 if paragraph 15.1.2
becomes applicable, pending any revised assessment by
the Executive Committee.

25.10Interpretation: Terms and expressions used in this Section 25 shall,
unless the context otherwise requires, have the same meanings as are given to
them for the purposes of Clause 21.

26. CREDIT FACILITY: GENERAL

26.1 Notifications to the Executive Committee: The Pool
Funds Administrator shall notify the Executive
Committee forthwith:

26.1.1  on it becoming aware of any circumstances which
might lead to an event under the Credit Facility as a
result of which the Credit Facility might cease to be
available; and

26.1.2  upon receipt of a written demand from the Faci
lity Bank pursuant to the terms of the Credit Facility
as a result of which the Facility ceases to be
available; and

26.1.3  in the event that the Facility Bank requires any
additional amount to be paid under the Credit Facility
by reason of any increased costs to the Facility Bank
or any changes in circumstances.

26.2 Notifications to Providing Members: The Pool Funds
Administrator shall notify the Providing Members as
soon as reasonably practicable after receipt by it of a
notice from the Facility Bank that an additional amount
will or may be payable by the Pool Funds Administrator
to the Facility Bank under the terms of the Credit
Facility.

26.3 Amendment and Cancellation:

26.3.1The Pool Funds Administrator shall not:

(a)  amend or supplement, or agree to any amendment or
supplement to, the terms of the Credit Facility without
the approval of the Executive Committee; or

(b)  cancel the Credit Facility unless either the
approval of the Executive Committee has been obtained
or paragraph 26.3.2 applies.

26.3.2  The Pool Funds Administrator shall cancel the Cr
edit Facility in full at any time if a resolution to
that effect is passed (on a simple majority vote) by
the Providing Members in separate general meeting or if
all Providing Members have requested such cancellation.

26.4 Extension and Renewal: The Pool Funds
Administrator shall negotiate with the Facility Bank an
extension or renewal of the Credit Facility on the
instructions of the Executive Committee and, in the
absence of such instructions, shall begin negotiations
with the Facility Bank no later than ten weeks before
the Credit Facility is due to terminate in accordance
with its terms, with a view to the extension or renewal
of the Credit Facility on substantially the same terms
for a further year and, in any event, to keep the
Executive Committee informed on a timely basis of the
progress of any such negotiations. The Pool Funds
Administrator shall, however, act only with the
approval and consent of the Executive Committee in
agreeing any extension or renewal of the Credit
Facility and the Executive Committee shall be
responsible for deciding whether or not to renew or
extend the Credit Facility and, if so, on what terms
and for what period.

26.5 Fees not attributable to a particular Providing
Member: Any fees (and any additional amounts payable
under the terms of the Credit Facility which are not
the responsibility of any particular Providing Member)
charged under the Credit Facility to the Pool Funds
Administrator shall be recharged to the Providing
Members, in accordance with their respective Providing
Member Contributory Shares (to be calculated on the
basis of those current on the date on which the
relevant fee (or the relevant portion thereof) or
additional amount is payable by the Pool Funds
Administrator under the Credit Facility).

26.6 No additional charge: The Pool Funds Administrator
shall not make any additional charge for arranging,
participating in or administering the Credit Facility.

<PAGE>
                             ANNEX 1

                       Form of Advice Note

                           ADVICE NOTE

DATE:                    Energy Pool Funds Administration Ltd
                         Room 157.2
                         185 Park Street
                         London SE1 9DY
                         TELEPHONE: (0171) 620 9456
                         FAX NO: (0171) 4012799

NAME:

ADDRESS:

                         ADVICE NOTE:

                         PAYMENT DATE:

FAX NO:
                    THIS IS NOT A TAX INVOICE

Advice Note issued in accordance with the Pooling and Settlement
Agreement for the Electricity Industry in England and Wales dated
30th March 1990 as amended, varied or supplemented from time to
time.

SETTLEMENT   RUN/   DESCRIPTION  AMOUNT       AMOUNT
DATE         TYPE                PAYABLE      PAYABLE
                                 EXC VAT      INC VAT
                                              








          DO NOT NET YOUR PAYABLES TO YOUR RECEIVABLES

A wholly owned subsidiary of The National Grid Company plc. Regd.
in England No. 2444187 VAT No 547 8630 11
<PAGE>
                               
                             ANNEX 2

                   Form of Confirmation Notice

                       CONFIRMATION NOTICE

DATE:                            Energy Pool Funds
                                 Administration Limited
                                 Room 157.2
                                 185 Park Street
                                 London SE1 9DY
                                 
TELEPHONE:                       

FAX NO:                          

TELEX:                           

NAME:                            

ADDRESS:                         
                                 CONFIRMATION NO:
                                 
                                 PAYMENT DATE:
                                 
FAX NO :                         


Confirmation notice issued in accordance with the Pooling and
Settlement Agreement for the Electricity Industry in England and
Wales dated 30th March 1990 as amended, varied or supplemented
from time to time.

                      THIS IS A TAX INVOICE

PAYMENT    SETTLEMENT  DESCRI  AMT. PD   VAT   VAT   AMT PD
DATE       DATE        P-TION  EXC VAT   RATE  PAID  INC VAT
                                                     






A wholly owned subsidiary of The National Grid Company plc. Regd.
in England No 2444187 VAT No 547 8630 11
<PAGE>

                             ANNEX 3

                             Part 1

             Form of Settlement Account Designation

To:  Energy Pool Funds Administration Limited
     as Pool Funds Administrator
                    and
     Barclays Bank PLC
     54 Lombard Street Branch
     as Pool Banker

                 Settlement Account Designation

Date:

1.  [Insert name of Pool Member/Ancillary Service Provider]
hereby designates the
following account as its Settlement Account to which you are
instructed to remit all
amounts which are payable to us through the Pool Clearing Account
in accordance
with Schedule 11 to the Pooling and Settlement Agreement for the
Electricity
Industry in England and Wales dated 30th March, 1990, as amended,
varied or
supplemented from time to time (the "Agreement").

Name of Bank          Branch Address          Sorting Code  Name
of Account            Account No.

2. We hereby designate the following account as our Settlement
Account from which all payments due from us in accordance with
Schedule 11 to the Agreement will be remitted.

Name of Bank          Branch Address          Sorting Code  Name
of Account            Account No.

Signed by ....................................................
Position........................................................
For and on behalf of
[Name of Pool Member/Ancillary Services Provider]
<PAGE>

                             ANNEX 3

                             Part 2

              Form of Change of Settlement Account

To:   Energy Pool Funds Administration Limited
      as Pool Funds Administrator
      and
      Barclays Bank PLC
      54 Lombard Street Branch
      as Pool Banker

In accordance with sub-section 4.6 of Schedule 11 to the Pooling
and Settlement Agreement [insert name] hereby gives you notice
that, with effect from [insert date] (or 10 Business Days after
you receive this notice, whichever is later), our new Settlement
Account from which payments due from the undersigned/to which
payments due to the undersigned]* will be paid shall be:

Name of Bank          Branch Address          Sorting Code  Name
of Account            Account No.


Yours sincerely,


[ ] for and on behalf of
[Name of Pool Member/Ancillary Services Provider]

please complete as appropriate
<PAGE>

                                     ANNEX 4

                            Form of Letter of Credit

To: Energy Pool Funds Administration Limited
as Pool Funds Administrator

At the request of [Providing Member] we have
opened in your favour our irrevocable Letter
of Credit Number ( ) for pounds [ ] (amount in
words).

This Letter of Credit is available against
your sight drafts accompanied by a signed
statement either that the applicant has
failed to pay to you the amount you are
claiming under the terms of the Pooling and
Settlement Agreement for the electricity
industry in England and Wales dated 30th
March, 1990 (the "Agreement") or that the
claim is being made under subsection 15.5 or
Section 21 of Schedule 11 to the Agreement.
Payments under this Letter of Credit shall be
effected immediately to [insert relevant
account details].

Partial drawings are allowed hereunder.

Claims under this Letter of Credit shall be
made at the counters of [insert details of
the branch of the issuing bank].

This Letter of Credit expires on [ ].

We waive any right to set off against any
amount payable hereunder any claims we may
have against you.

Any demand hereunder must comply with all the
above requirements [and signatures thereon
must be confirmed by your Bankers].

This Letter of Credit is subject to Uniform
customs and practice for Documentary Credits
(1983 Revision) International Chamber of
Commerce.

We undertake that drafts and documents drawn
under and in strict conformity with the terms
of this credit will be honoured upon
presentation.

This Letter of Credit shall be governed by
and construed in accordance with English law.

For and on behalf of [] Bank [Plc]
<PAGE>
<TABLE>
<CAPTION>
                                   SCHEDULE 12

                            Transitional Arrangements
<S>                            <C>                 <C>              <C>
Transitional Arrangement       New Principle        Date for         Date for submission of
                                                    implementation   Works Programme
GOAL

(1) Use of GOAL programme for  (i) An auditable      April 1997      April 1993 (GOAL
    Scheduling and Settlement  calculation route for                 Replacement Phase 1)
    purposes                   scheduling

                               (ii) Assess need for  April 1997      April 1993 (GOAL
                               development or                        Replacement Phase 1)
                               replacement of GOAL

(2)  [Not used]

(3)  [Not used]
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S>                            <C>                     <C>             <C>
Transitional Arrangement       New Principle           Date for        Date for submission of
                                                       implementation  Works Programme

(4) Ancillary Service costs    (i) Review the          Reactive Power:  Reactive Power:
    charged by NGC as a lump   arrangements for the    April 1994       December 1993
    sum per day                payment to generators
                               for ancillary services. Other Services:  Other Services:
                               Where appropriate,      April 1996       December 1995
                               recommend and, if
                               agreed, implement
                               changes to the level of
                               aggregation by
                               payment type and by time
                               period, and the method
                               of calculating payment.
                               Review the require-
                               ment for the Ancillary
                               Services Provider to
                               contract for particular
                               ancillary services.

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
     
<S>                            <C>                             <C>               <C>
Transitional Arrangement       New Principle                   Date for          Date for submission of
                                                               implementation    Works Programme

                              (ii) Review the arrangements     Reactive Power:   Reactive Power:
                              for charging consumers for       April 1995        December 1994
                              ancillary services and, in
                              particular, whether individual   Other services:   Other services:
                              consumers can be charged for     April 1996        December 1995
                              the impact of their demands
                              on reactive power requirements.


(5) Scheduling, Despatch      Review arrangements to
and Settlement                cater for:

No special treatment          (i) energy constrained           January 1998      April 1996 (GOAL
                              plant;                                             Replacement Phase 2)
          
                              (ii) plans with cost             January 1998      April 1996 (GOAL
                              structures that cannot                             Replacement Phase 2)
                              adequately be
                              expressed as a Willans
                              line

(6)[Not used]

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

<S>                           <C>                               <C>              <C>    
Transitional Arrangement      New Principle                     Date for         Date for submission
                                                                implementation   Works Programme

(7) Dynamic Parameters        Treatment of changes              April 1998       April 1996
                              generator dynamic
                              parameters during the day

(8  Offer Prices submitted    Review frequency at which
    daily                     revised offer process can be
                              used in Scheduling, Despatch
                              and Settlement e.g.:

                              (i) submitted for each            April 1997       August 1995
                              scheduling period
                              (control phase);

                              (ii) submitted at any time        April 1997       August 1995
                              for opportunity trading
                              on despatch timescales

(9)Out-of-merit costs shared  Review demand forecasts
                              entered by NGC into
                              Settlement, based on
                              information supplied by
                              customers, against actual
                              demand figures.  Review and,
                              agreed, implement changes in the:

                             (i) [Not used];
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

<S>                                      <C>                              <C>               <C>
Transitional Arrangement                 New Principle                     Date for         Date for submission of
                                                                           implementation   Works Programme

                                         (ii) allocation of out-of-        July 1995        July 1994
                                         merit costs associated
                                         with deviations from
                                         forecast; and

                                         (iii) incentives and              July 1995        July 1994
                                         penalties associated
                                         with demand forecast
                                         accuracy

(10) Three stage settlement process      Introduction of additional        October 1995     October 1994
(unconstrained schedule,                 stage(s), in particular, the
despatch and out-turn)                   transmission constrained
                                         schedule, to allow further
                                         disaggregation of difference
                                         between unconstrained
                                         schedule costs and out-turn
                                         costs. (Could be a phased
                                         implementation)

(11) Sharing cost across all demand
for:

(A) Transmission constraints             Cost of out-of-merit              April 1995       October 1994
                                         generation required only to
                                         support stability of a local
                                         network to be charged to the
                                         owner of such network

</TABLE)
<PAGE>


</TABLE>
<TABLE>
<CAPTION>

Transitional Arrangement                  New Principle                    Date for         Date for submission of
                                                                           implementation   Works Programme
<S>  <C>                                  <C>                              <C>              <C>
(B)  Transmission losses                  Review and, if agreed            July 1996        October 1994
                                          implement changes in the
                                          arrangements for allocating
                                          the costs of transmission
                                          losses on the supergrid, e.g.
                                          to reflect:

                                          (I)  electrical location of
                                          generation and demand;
                                          and/or

                                          (ii)  contractual
                                          arrangements between
                                          Generators, Suppliers
                                          and NGC; and/or

                                         (iii)  incentives for
                                         investment in
                                         supergrid facilities

(12) Metering data collection by         (I)  [Not used]                   December 1999    December 1997
Settlement Day (0000 hours to
2400 hours)                              (ii)  Review change to
                                         collecting metering
                                         data by variable
                                         scheduling day [see
                                         (13)(A)] and
                                         implement if agreed


</TABLE>
<PAGE>

<TABLE>
<CAPTION>

<S>                                      <C>                               <C>             <C>
Transitional Arrangement                 New Principle                     Date for        Date for submission of
                                                                           implementation  Works Programme

(13) Schedule Day parameters

 (A) Schedule Day start and finish       Review the introduction of         December 1999   December 1997
     (0500 hours to 0500 hours)          varying length Schedule Days
                                         based upon the shape of the
                                         demand curve or other
                                         factors and implement if and
                                         as agreed 

 (B) Settlement Period duration set at   Review the use of shorter          December 1999   December 1997
     0.5 hours                           scheduling periods and
                                         implement if agreed

</TABLE>
                           SCHEDULE 13

                       Contributory Shares



1.  Contributory Share: The Contributory Share of a Pool Member
shall be calculated in accordance  with the following provisions
of this Schedule.

2.  Points: Subject as provided in Section 3, in respect of each
Quarter:

2.1 each Pool Member which is a Generator shall receive in
that capacity one point (a "Point") for each MWh of Genset
Metered Generation of all Allocated Generating Units for all
Settlement Periods falling in the Votes Calculation Period
relative to such Quarter, as determined from the final run of
Settlement (as referred to in paragraph D(3) of the Preamble to
Schedule 9) for each such Settlement Period; and

2.2 each Pool Member which is a Supplier shall receive in that
capacity such number of points (each a "Point") as is equal to
the total MWh of Consumer Metered Demand taken by that Pool
Member in all Settlement Periods falling in the Votes Calculation
Period relative to such Quarter, as determined from the final run
of Settlement (as referred to in paragraph D(3) of the Preamble
to Schedule 9) for  each such Settlement Period.

For the purposes of this paragraph 2:

(A) a Generating Unit shall be an Allocated Generating Unit of
a Pool Member (in this paragraph, the "Identified Pool Member")
if it belongs to the Identified Pool Member as of the date on
which the Executive Committee calculates the Contributory Shares
of Pool Members for the relevant Quarter pursuant to paragraph 6.
If at any time during such Quarter an Allocated Generating Unit
shall belong to another Pool Member (in this paragraph, the
"Transferee Pool Member"), the Contributory Shares attributed to
the Identified Pool Member for such Quarter by reason of the
Allocated Generating Unit belonging to it shall be transferred to
the Transferee Pool Member as of the date on which such Allocated
Generating Unit first belongs to the Transferee Pool Member (and
the Identified Pool Member and the Transferee Pool Member shall
jointly notify the Executive Committee in writing of such date in
good time before its occurrence);

(B) a Generating Unit shall belong to a Pool Member if it is
owned by that Pool Member and not leased to another person or if
it is leased by that Pool Member  from another person;

(C) a Pool Member shall notify the Executive Committee promptly
on request of its Allocated Generating Units and the Executive
Committee and each other Party may rely on the information in
that notification and in any notification under paragraph (A) 
above without further enquiry or need to verify that information;

(D) in determining the meaning of "good time" for the purposes of
paragraph (A) above one factor to be taken into account is that
the Settlement System Administrator must be allowed sufficient
time to effect the necessary changes in Settlement associated
with the transfer of the relevant Allocated Generating Unit; and

(E) the Executive Committee may, upon application of any Pool
Member involved in any transfer of assets between Pool Members
during any Quarter, adjust as between the Pool Members involved
in such transfer, the number of Points and/or Weighted Votes to
which they in their capacities as Suppliers are entitled in
respect of the remaining part of that Quarter and/or one or both
of the two immediately succeeding Quarters if, in the opinion of
the Executive Committee, such adjustment would help accommodate
the consequences of such a transfer and not prejudice the
interests of any other Pool Member in any material respect.

3.     New Pool Members: Until the third Quarter Day next falling
after the date of its admission as a Pool Member, any Party which
is admitted as a Pool Member pursuant to Clause 8.2 shall receive
that number of Points as is equal to one thousand times the
number of Weighted Votes to which such Pool Member would have
been entitled under Clause 11.3.1(b) had the provisions of Clause
11.3.3 been ignored; and

3.1 the provisions of Clause 11.23.3 been ignored; and

3.2 any applicable restrictions under Clause 11.4 been ignored,

as determined by the Executive Committee. Thereafter, such Pool
Member's Points shall be calculated in accordance with paragraph
2.

4. Calculation of Points: On or prior to each Quarter Day the
Executive Committee shall, on the basis of information to be
supplied by the Settlement System Administrator as referred to in
Clause 11.3.2, calculate for the Following Quarter the number of
Points which each Pool Member whose Points are to be calculated
in accordance with paragraph 2 shall receive, and shall notify
each Pool Member and the Director in writing of the number of
Points received by all Pool Members (whether calculated in
accordance with paragraph 2 or 3). The determination of the
Executive Committee as to the number of Points of each Pool
Member shall (in the absence of manifest error) be final and
binding for all purposes of this Agreement.

5. Contributory Shares: The Contributory Share of a Pool Member
shall be calculated in accordance with the following formula:

          CS = X + Y

Where:

X  =   A
     -----
     2 x B

Y =    C
     ------
      2 x D

and where:

     CS =  the Contributory Share of such Pool Member, expressed
as percentage

     A =  the number of Points for the time being of such Pool
Member in its capacity as a Generator

     B =  the number of Points for the time being of such Pool Members
which are Generators, in their capacity as such

     C =   the number of Points for the time being of such Pool
Member in its capacity as a Supplier

     D =   the number of Points for the time being of all Pool Members
which are Suppliers, in their capacity as such.

6.  Calculation of Contributory Shares: On or prior to:

6.1 each Quarter Day;

6.2 each date upon which a New Party is admitted as a Pool
Member; and

6.3 each date upon which a Pool Member ceases to be a Party,

the Executive Committee shall calculate for the Following Quarter
or (as the case may be) the remainder of the then current Quarter
the Contributory Share for the time being of each Pool Member,
and shall notify each Pool Member and the Director in writing of
the Contributory Share of each of the Pool Members. The
determination of the Executive Committee as to the Contributory
Share of each Pool Member shall (in the absence of manifest
error) be final and binding for all purposes of this Agreement.

7. Records: The provisions of Clause 11.9 shall apply mutatis
mutandis in respect of each Pool Member's Points and Contributory
Share.

8. Additional Capacity: For the purposes of Section 3, any Pool
Member who acquires an additional capacity in which it
participates as a Pool Member shall be deemed to have been
admitted as a new Pool Member pursuant to Clause 8.2 in that
additional capacity and until the third Quarter Day next falling after 
the date such Pool Member's application to the Executive Committee
pursuant to Clause 8.12 is approved, it shall receive that number
of Points as is equal to one thousand times the number of
Weighted Votes to which such Pool Member would have been entitled
under Clause 11.3.1(b) had:

8.1 the provisions of Clause 11.3.3 been ignored; and

8.2 any applicable restrictions under Clause 11.4 been ignored,

as determined by the Executive Committee. Thereafter, such Pool
Member's Points shall be calculated in accordance with paragraph
2.
<PAGE>

                           SCHEDULE 14
                                
             Membership of the Executive Committee:
                                
     Public Electricity Suppliers and Independent Suppliers

1.   Definitions: In this Schedule the following expressions
have the following meanings:

"Appointment Date" means the first day in any Appointment Period;

"Appointment Period" means either a Preliminary Period or a
period of four years, as the case may require;

"Appointor" means a PES having for the time being a right to
appoint a PES Committee Member;

"Group" means Group A, B. C or D, as the case may be;

"PES Member" means any Pool Member which is a Public Electricity
Supplier; and

"Preliminary Period" means the period commencing on the Effective
Date and ending on the following dates:

(a)  in the case of the Appointor in Group A, 31st March, 1991;
(b)  in the case of the Appointor in Group B. 31st March, 1992;
(c)  in the case of the Appointor in Group C, 31st March, 1993; and
(d)  in the case of the Appointor in Group D, 31st March, 1994.

2. and Appointment - Public Electricity Suppliers:

2.1 Subject to Sections 2 to 5 and Section 8, the PES Members
shall together have the right to appoint not more than four
members of the Executive Committee (the "PES Committee
Members").

2.2 The PES Members shall for the purposes of Sections 2 to 5
and Section 8 be arranged into Groups as follows:

Group A:
1  SEEBOARD plc
2 Southern Electric plc
3 London Electricity plc

Group B:
1  Midlands Electricity plc
2  South Wales Electricity plc
3  Eastern Group plc

Group C:
1  Yorkshire Electricity Group plc
2  Northern Electric plc
3  NORWEB plc

Group D:
1 South Western Electricity plc
2 East Midlands Electricity plc
3 Manweb plc

2.3  In respect of the Preliminary Period appropriate to each
Group, the first-named PES Member shall be entitled to appoint a
PES Committee Member and in respect of each subsequent
Appointment Period the entitlement to appoint shall pass to the
second named PES Member and so on through each Group, in constant
rotation.

2.4  No later than seven days before the end of an Appointment
Period, the Appointor of each Group next entitled to appoint a
PES Committee Member shall give notice in accordance with Section
2.7 of its intention to appoint a PES Committee Member for the
next Appointment Period.

2.5  If a notice is given pursuant to Section 2.4, the person
specified in the notice shall hold office as a PES Committee
Member commencing on the Appointment Date in place of the person
previously appointed.

2.6  If no notice is given pursuant to Section 2.4, the PES
Member next following in the relevant Group shall be entitled to
make an appointment for the relevant Appointment Period.

2.7  Any notice required to be given pursuant to Sections 2 to
5 shall specify the name of the person to be appointed and shall
be given to the Secretary of the Executive Committee and to all
PES Members.

3.  Removal and Replacement - Public Electricly Suppliers:

3.1  A PES Committee Member shall cease to hold offfice if:

(a)    the office is vacated pursuant to Clause 21; or

(b)    he is removed from office by his Appointor at any time
during the Appointment Period; or

(c)    his Appointor ceases to be a Pool Member or Party for
whatever reason; or

(d)    another person is appointed as the PES Committee
Member pursuant to
Section 2.4; or

(e)    if the office is required to be vacated pursuant to
Section 5.2.

3.2     If at any time there are less than four PES Committee
Members then the following persons shall have the right to
appoint a PES Committee Member by giving notice in accordance
with Section 2.7:

(a)  the Appointor in the appropriate Group which is not for the
time being represented;

(b)  if an appointment is not made within three days of the right
becoming exercisable, the PES Member next following in the
relevant Group shall be entitled to appoint a PES Committee
Member, and so on; and

(c)  if by the end of nine days after the right to appoint under
paragraph (a) above has become exercisable no such appointment
has been made, then any PES Member shall have the right to call a
meeting of PES Members for the purpose of making the appointment.

To any meeting of PES Members called pursuant to Section 3.2(c)
the provisions of Clauses 10.3 to 10.5, 10.8, 11.12 and 12 shall
apply mutates mutants but so that:

(i)  the required notice period shall be seven days and shall be
given to all PES Members;

(ii) a meeting called by shorter notice shall be deemed to have
been duly called if it is agreed by at least two-thirds in number
of the PES Members having a right to attend and vote at such
meeting;

(iii)  the necessary quorum shall be two;

(iv)  each PES Member shall have one vote;

(v)  any PES Member shall be entitled at the meeting to nominate
any person to be appointed;

(vi)  an appointment shall be duly made by resolution of a simple
majority of PES Members present and voting at such meeting;
    
(vii)  any such resolution shall be decided on a show of hands
and proxies shall be entitled to vote on a show of hands; and
                                
(viii)  in the event of a tie, the matter shall be decided by the
PES Member present (in person or by proxy) with the highest
number of Weighted Votes.

Any person appointed pursuant to Section 3.2(c) shall be subject
to removal and replacement by a meeting of PES Members called for
that purpose, and the provisions of Section 3.2(c) shall apply
mutatis mutandis to any such meeting.

3.3  If at any time there are less than four PES Committee
Members, then until such time as the appropriate appointment has
been made in accordance with Section 3.2, any PES Member shall be
entitled to make an emergency appointment by notice given in
accordance with Section 2.7, and the person so appointed shall
hold office as a PES Committee Member until such time as an
appointment is made pursuant to Section 3.2 or until the next
Appointment Date (whichever is the earlier). In the event that
more than one PES Member exercises its right to make an emergency
appointment pursuant to this Section 3.3, the person duly
appointed as the PES Committee Member pursuant to this Section
3.3 shall be the person named in the first notice received by the
Secretary and for this purpose the decision of the Secretary as
to which notice was received first shall be conclusive and
binding on the PES Members.

3.4  Subject to Section 3.1 any person appointed as a PES
Committee Member pursuant to Section 3.2 shall hold office until
the next Appointment Date.

3.5  Any notice duly given pursuant to Sections 3.2(a) or (b)
or 3.3 shall be effective to appoint the PES Committee Member
with effect at the beginning of the relevant Appointment Period.

4.  New PES Members:

4.1  Any New Party who is or becomes a PES Member (the UNew PES
Member") shall, subject to Section 4.2 below, on such admission
be allotted to a Group as follows:

(a)  if one Group has less PES Members than any other Group, to
that Group; or

(b)  if all Groups have the same number of PES Members, to Group
A; or

(c)  (in any other case), as the New PES Member shall by notice
     to all PES Members elect.

4.2   A New PES Member shall be entitled to appoint a PES
Committee Member on the Appointment Date falling 10 years after
the date of admission as a PES Member or such other Appointment
Date as the PES Members in the appropriate Group may agree, in
either case in preference to any other PES Member entitled as at
that date to appoint the PES Committee Member, in which case the
rights of other PES

Members in that Group to appoint shall accordingly be delayed by
one Appointment Period.

5.   Limitations on the Right to Appoint - Public Electricity
Suppliers:

5.1  The right to appoint a PES Committee Member shall at all
times be limited to the appointment one PES Committee Member in
each Appointment Period.

5.2  If, at any time, two or more Appointors are affiliated
with each other then such Appointors shall procure that the
aggregate number of PES Committee Members appointed by them shall
be reduced accordingly, by removing such PES Member or Members
from Groups A to D in descending order starting with Group A,
until only one such PES Member remains out of all those which are
affiliated to each other.

6.   Right to Appoint - Independent Suppliers:

6.1  Independent Suppliers shall together have the right to
appoint one Committee Member.

6.2  No later than seven days before each annual general meeting
of Pool Members or, failing election at such meeting, seven days
before an extraordinary general meeting convened for such purpose
each Independent Supplier shall be entitled, by notice to the
Executive Committee, to propose one person (a "Nominee") to be a
Committee Member. Any such proposal to be valid shall be
accompanied by a written statement from the Nominee stating that
he is aware of the proposal and would be prepared to serve as a
Committee Member if elected. As soon as practicable after such
seventh day (and in any event before the date of the annual
general meeting or, as the case may be, extraordinary general
meeting) the Executive Committee shall circulate (or cause to be
circulated) to all Independent Suppliers a list of all the names
of the Nominees and of the Independent Suppliers who proposed
them. Such list shall also be circulated at the annual general
meeting or, as the case may be, extraordinary general meeting to
all Independent Suppliers present in person or by proxy.

6.3     The term of office of Committee Members appointed by
Independent Suppliers shall be from 1st April in the year of
appointment to 31st March in the next following year provided
that, if the meeting at which such Committee Member is appointed
is held after 1st April, his term of office shall commence from
the time of his appointment. A Committee Member whose term of of
flee has expired or is to expire shall be eligible for
reselection.

6.4  In the event that there is more than one Nominee, at each
annual general meeting of Pool Members or (as the case may be)
extraordinary general meeting convened for the purpose a
resolution shall be put to the Independent Suppliers for the
election by them of one Committee Member from the list of
Nominees referred to in Section 6.2. The Nominee with the highest
number of Weighted Votes cast in his favour shall be elected as a
Committee Member.
     
Right to Remove - Independent Suppliers:

7.1  A Committee Member appointed by the Independent Suppliers
may be removed at any time by resolution of the Independent
Suppliers who are Pool Members at such time.

7.2  If a Committee Member appointed by the Independent S
uppliers is removed or his office is vacated pursuant to Clause
21, a separate general meeting of Independent Suppliers shall be
convened for the purpose of appointing a substitute Committee
Member. To such separate general meeting the provisions of
Section 6.2 shall apply mutatis mutandis.

7.3  To any meeting of Independent Suppliers called pursuant to
this Section 7, the provisions of Clauses 9.3, 9.5, 10.2 to 10.5,
10.8, 11.12 and 12 shall apply mutatis mutandis but so that:

(a)    the necessary quorum shall be fifty per cent in number of
all Independent Suppliers;

(b)    a meeting called by shorter notice shall be deemed to
have been duly called if it is agreed by at least two-thirds in
number of Independent Suppliers having a right to attend and vote
at such meeting;

(c)     appointments and removals shall be decided by the highest
number of Weighted Votes cast in favour; and

(d)      each Independent Supplier shall be entitled at the
meeting to nominate any person to be appointed.

7.4  In the event that there is only one Independent Supplier,
that Independent Supplier shall have the right to appoint and
remove the Committee Member.

8.  Disputes - Public Electricity Suppliers and Independent
Suppliers: Any dispute as to whether a person has been duly
appointed or removed as a Committee Member under this Schedule
and any dispute as to entitlement to appoint a Committee Member
hereunder shall be decided upon by the Director, whose decision
shall be final, conclusive and binding upon all Public
Electricity Suppliers and Independent Suppliers who have the
right to appoint Committee Members under this Schedule.
                               
<PAGE>

                           SCHEDULE 15
        The Pool Funds Administrator's Contract Contents

1.     DEFINITIONS AND INTERPRETATION

        1.1 Definitions

        1.2 Incorporation by reference

        1.3  Interpretation

        1.4 Pool Funds Administrator's consent

2.      APPOINTMENT

        2.1     Continuation of Appointment

        2.2     Term

        2.3     Extension of term

        2.4     Wholly-owned subsidiary

        2.5     Independent Contractor

        2.6     Restriction on business

3.     EXPIRY OF TERM AND REMOVAL

        3.2 Removal by Executive Committee

        3.3 Acknowledgement

        3.4 Removal as a Party


4.     APPOINTMENT OF A SUCCESSOR

        4.1 Right to appoint

        4.2 Appointment following removal

        4.3 Tender process
        
5.TRANSFER OF RESPONSIBILITIES AND ASSETS

        5.1  Transfer of responsibilities and assets

        5.2  Co-operation

        5.3  PFA Unwinding Costs

        5.4  Without prejudice to rights

        5.5  Reference to Arbitration


6.SPECIFIC DUTIES AND RESPONSIBILITIES

        6.1  Tests of the Funds Transfer Hardware and Software

        6.2  Insurance

        6.3  Instructions

        6.4  Changes

        6.5  General

7.  FUNDS TRANSFER SOFTWARE

        7.1   Representations and warranties

        7.2   Future Funds Transfer Software

        7.3   Notification

        7.4   Infringement

        7.5   Restrictions

        7.6   Indemnity

        7.7   Maintenance

        7.8   Escrow arrangements

8. ANNUAL FEE

        8.1   General

        8.2   Calculation of fee

        8.3   Review of fee


9.  PFA BUDGETS AND NOTICES OF ANNUAL FEE

        9.1    PFA Budgets

        9.2    Contents of PFA Budgets

        9.3    Form of PFA Budgets

        9.4    Notice of Annual Fee


10.STATEMENT OF COSTS AND FEES

       10.1    Statement of Costs and Fees

       10.2    Form of Statement of Costs and Fees

       10.3 

       10.4

       10.5

       10.6

       10.7    Statement of Charges


11. QUALIFY OF SERVICE REVIEW

       11.1   Complaints

       11.2   Report

       11.3   Quality of Service Review

       11.4   Consultants

       11.5   Terms of engagement

       11.6   Review Report

       11.7   Implementation

       11.8    Arbitration

       11.9    Access

      11.10    Confidentiality

      11.11    Additional rights


12. AUDITORS' OPINION


13. PFA ACCOUNTIN& PERIOD


14. THE POOL FUNDS ADMINISTRATOR'S CHARGES


15. AMOUNT

15.1 Annual Charges

15.2 Recovery of Charges

5.3  Interest on non-payment

15.4 Payment of Charges

15.5 Amount of Charges

15.6 New and Former Pool Members


16.  BANK CHARGES


17.  ALLOCATION OF CHARGES

17.1 Total Sum Due

17.2 Payment of Total Sum Due

17.3 Allocation of Total Sum Due

17.4 Prima facie evidence


18.  ADJUSTMENT


19.  ADDITIONAL COMPENSATION

19.1 General

19.2 Compensation

19.3 Reservation
                

20.  RECOVERY OF POOL ADMINISTRATION COSTS

20.1 Applicability

20.2 Approval

20.3 Payment

20.4 Recovery

20.5 Collection procedure

20.6 Proportionate Share

20.7 Bad Debts

         Annex 1:PEA Budget for the 1992 PEA Accounting Period

         Annex 2:Pro-for~na Statement of Charges

         Annex 3:Pro-forma Statement of Costs and Fees

         Annex 4:Existing Funds Transfer Software

         Annex 5:    Escrow Arrangements

<PAGE>

1.DEFINITIONS AND INTERPRETATION

1.1  Definitions: In this Schedule, except where the context
otherwise requires:

"Active Trading Pool Member" means a Pool Member which buys
and/or sells electricity pursuant to this Agreement on a regular
basis or which is an Externally Interconnected Party;

"Active Trading Pool Member Identities" means at any time the sum
of:


(I)   one; and

(ii)  the aggregate number of Pool Member identities which at
that time have been accorded to all Active Trading Pool Members
by the Settlement System Administrator for the purposes of its
operation of the Settlement System provided that (unless EPFAL
and the Executive Committee shall otherwise agree in writing) for
the purposes of this definition a Pool Member shall have no more
than one Pool Member identity in each of the following categories
applicable to it, namely:

(a) category 1: a Pool Member which generates electricity;

(b) category 2: a Pool Member which generates electricity and
which is also a Consumer (as defined in the Pool Rules);

(c) category 3: a Pool Member which supplies electricity within
the meaning of section 4 of the Act; and

(d) category 4: an Externally Interconnected Party;

and accordingly may not have more than four Pool Member
identities;

"Annual Fee" has the meaning given to it in Section 8;

"Bank Charges" has the meaning given to it in Section 16;

"Base Sum" has the meaning given to it in paragraph 8.2.1;

"Consultants" means an independent firm of chartered accountants
or management consultants of international repute selected by the
Executive Committee in consultation with EPFAL;

"EPFAL" means Energy Pool Funds Administration Limited
(registered number 2444187) whose registered office is situate at
185 Park Street, London SE1 9DY;
     
"Funds Transfer Hardwaren means all the computer equipment and
accessories whether existing or coming into existence in the
future which are used at any time by EPFAL in connection with the
Funds Transfer Business;

"Funds Transfer Software" means all the computer programs and
codes (both source code and object code) and all documents and
materials relating thereto or developed therefrom (including
those documents and materials on which the programs and codes are
embodied and all user documentation) and whether existing or
coming into existence in the future which are used at any time by
EPFAL in connection with the Funds Transfer Business, including
(as at the date hereof) the software listed in Annex 4;

"Notice of Annual Fee" means any notice of the Annual Fee
prepared by EPFAL pursuant to Section 9;

"PFA Accounting Period" means each successive period of 12 months
beginning on 1st April in each year or of such other length
and/or beginning on such other date as may be agreed in writing
between EPFAL and the Executive Committee;

"PFA Budget" means any budget prepared by EPFAL pursuant to
Section 9 and, in the case of the PFA Accounting Period beginning
in 1992, the budget set out in Annex 1;

"PFA Commencement Date" means 1st April, 1992;

"PFA Handling Charge" means, in respect of any amount, five per
cent. of such amount;

"PFA Operating Costs" means, in respect of any PFA Accounting
Period or part thereof, the total expenditure properly incurred
or accrued by EPFAL in such PFA Accounting Period or (as the case
may be) the relevant part thereof in respect of:

(i)the costs of effecting and maintaining insurance in accordance
with the requirements of sub-section 6.2;

(ii)the costs of any tests of the Funds Transfer Hardware
and Funds Transfer

Software under sub-section 6.1;

(iii)audit fees for the Funds Transfer Business and the
costs and expenses of the

Pool Auditor under sub-section 6.1;

(iv) bank administration charges levied by the Pool Banker on
EPFAL in respect of the operation of the Pool Banker Accounts (as
defined in the Funds Transfer Agreement) (and excluding, for the
avoidance of doubt, Bank Charges and any interest charges);

(v) the fees and expenses of the PFA Custodian (as defined in
Annex 5) incurred in respect of the updating of all historical
data referred to in paragraph 1.1.3 of Annex 5; and

(vi) the costs of the maintenance arrangements referred to in
sub-section 7.7; together with the total amount of EPFAL's bad
debts recognised in such PFA Accounting Period and arising from a
Pool Member's failure to pay its due proportion of EPFAL's
charges determined in accordance with Section 17; as conclusively
certified in the event of any dispute by the auditors for the
time being of EPFAL, at the cost and expense of EPFAL;

Quality of Service Review" means a review of the manner and
standard of performance (both overall and on a day-to-day basis)
by EPFAL of those of its obligations under the Agreement
(including this Schedule) and the Agreed Procedures, the
performance of which is called into question by reason of the
notification received by the Executive Committee under
sub-section 11.1;

"Retail Price Index" means the general index of retail prices
published by the Central Statistical Office each month in respect
of all items provided that if:

(i) the index for any month in any year shall not have been
published on or before the last day of the third month after such
month; or

(ii) there is a material change in the basis of the index, the
Executive Committee and EPFAL shall agree a substitute index for
such month or (as the case may be) a substitute index (and, in
default of agreement, the matter shall be referred to arbitration
pursuant to Clause 33);

"Statement of Charges" means the statement of charges required to
be submitted by EPFAL pursuant to sub-section 10.7 substantially
in the form set out in Annex 2 (or in such other form as EPFAL
and the Executive Committee may from time to time agree in
writing) showing the total charges to be made by EPFAL on all
Pool Members in accordance with Sections 15 and 16;

"Statement of Costs and Fees" means any statement of costs and
fees required to be submitted by EPFAL pursuant to Section 10
which shall be substantially in the form set out in Annex 3 or in
such other form as EPFAL and the Executive Committee may from
time to time agree in writing; and

"Total Sum Due" means, in respect of any PFA Accounting Period,
the total aggregate amount chargeable by EPFAL for that PFA
Accounting Period in accordance with Sections 15 and 16.

1.2  Incorporation by reference: In this Schedule, the
following definitions, namely:

"Funds Transfer Agreement";

"Funds Transfer Business";

"Funds Transfer System";

Letter of Credit";

"Pool Account"; and

"Pool Banker"

shall have the meanings respectively ascribed to them in Schedule
11.

1.3  Interpretation: In this Schedule, except where the context
otherwise requires, references to a particular Annex, Section,
sub-section, paragraph or sub-paragraph shall be a reference to
that Annex to this Schedule or, as the case may be, that Section,
sub-section, paragraph or sub-paragraph in this Schedule.

Pool Funds Administrator's consent: The Parties acknowledge and
agree that, notwithstanding any other provision of the Agreement,
insofar as directly affects in any material respect the rights,
benefits, duties, responsibilities, liabilities and/or
obligations of the Pool Funds Administrator, no amendment to or
variation of any of the matters dealt with in any of the
following provisions of the Agreement shall take effect: -
without the prior written consent of EPFAL (but only for so long
as it is the Pool Funds Administrator):

(a) Clauses 7.3, 9.5, 10.9, 19.4, 25, 66, 68, 69, 74 and 78.2 of
the Agreement; and

(b) this sub-section 1.4; and

1.4.2  without the prior written consent of EPFAL (but only for
so long as it is the Pool Funds Administrator), such consent not
to be unreasonably withheld or delayed:

(a) Clauses 18.1.2, 70, 71.5 and 71.6 of the Agreement; and

(b) Part XVI (other than Clause 63.1), Part XX (other than
Clauses 74 and 78.2) of and Schedule 11 to the Agreement; and

(c) this Schedule.

<PAGE>

APPOINTMENT

2.1  Continuation of Appointment: On 30th March, 1990 EPFAL was
appointed by each Pool Member and the Ancillary Services Provider
and agreed to act as the Pool Funds Administrator. This Schedule
sets out the terms and conditions on and subject to which EPFAL
shall continue and agrees to continue to act as the Pool Funds
Administrator for the period referred to in sub-section 2.2 (as
such period may be extended or further extended in accordance
with the terms of this Schedule).

2.2  Term: EPFAL's appointment as the Pool Funds Administrator
on and subject to the terms and conditions set out in this
Schedule shall be deemed to have commenced on the PEA Comme
ncement Date and, subject as hereinafter provided in this
Schedule, shall end on 31st March, 1995 (the period from the PEA
Commencement Date to 31st March, 1995 being the "Current Term").

2.3  Extension of term: EPFAL's appointment as the Pool Funds
Administrator may be extended beyond the expiry of the Current
Term or (as the case may be) any extended or further extended
term either:

2.3.1  if it successfully tenders pursuant to sub-section 4.3 for
continuation of its appointment and then on and subject to the
terms and conditions of the tender; or

2.3.2 if at any time prior to that expiry EPFAL and the Executive
Committee so agree in writing and then on and subject to such
terms and conditions as are so agreed.

Wholly-owned subsidiary: NGC shall procure that, so long as EPFAL
acts or is obliged to act as the Pool Funds Administrator, EPFAL
at all times remains a-wholly-owned subsidiary of NGC.

Independent Contractor: In carrying out its duties and
responsibilities and otherwise in acting as the Pool Funds
Administrator under the Agreement, EPFAL shall act as an
independent contractor and (unless expressly authorised to the
contrary) shall neither act nor hold itself out nor be held out
as acting as agent for any of the other Parties.

2.6  Restriction on business: For so long as EPFAL is the Pool
Funds Administrator EPFAL undertakes to each Party and the Executive 
Committee that it shall not render to any other Party any billing 
service or any other service of any nature whatsoever which is likely 
to give rise to a conflict of interest in the performance by EPFAL of 
its duties and responsibilities as the Pool Funds Administrator under
the Agreement. EPFAL further undertakes that if it carries on any
business other than that of Pool Funds Administrator it shall
maintain separate accounts and records in respect of any other
business. EPFAL acknowledges and agrees that this undertaking has
been the subject of discussion and negotiation and is fair and
reasonable having regard to the revision of the terms and
conditions of EPFAL's appointment as the Pool Funds Administrator
with effect from the PEA Commencement Date.

EXPIRY OF TERM AND REMOVAL

3.1 Expiry of term: If on expiry of the Current Term (or, if
EPFAL's term of appointment has been extended or further extended
in accordance with paragraph 2.3.1 or 2.3.2, expiry of that
extended or further extended term) the term of EPFAL's
appointment as the Pool Funds Administrator has not been or will
not be extended or (as the case may be) further extended in
accordance with paragraph 2.3.1 or 2.3.2, EPFAL shall,
at the request of the Executive Committee, continue to serve as
the Pool Funds Administrator for such additional period not
exceeding one year from the date of expiry of the Current Term)
(or, if EPFAL's term of appointment has been extended or further
extended in accordance with paragraph 2.3.1 or 2.3.2, expiry of
that extended or further extended term) as the Executive
Committee may request in order to provide an opportunity for a
successor to be appointed. The Executive Committee shall make
such a request as soon as possible after becoming aware of the
above circumstances but in any event later than three months (or
such other period as EPFAL and the Executive Committee may from
time to time agree in writing) before the date of expiry of the
Current Term or (as the case may be) the extended or further
extended term.

3.2  Removal by Executive Committee: The Executive Committee may
at any time remove EPFAL as the Pool Funds Administrator
forthwith or after such period of notice as it thinks fit if:

3.2.1  EPFAL shall have committed a material breach of any of its
obligations as the Pool Funds Administrator under the Agreement
or the Agreed Procedures (other than a technical breach of trust
covered by the provisions contained in Section 5.16 of Schedule
11) and, if such breach is capable of remedy, shall have failed
to remedy such breach within:

(a) three Business Days (in the case of a failure to make payment
(other than where any Pool Member or the Ancillary Services
Provider is in default which results in EPFAL's inability to make
such payment) or a failure to call a Letter of Credit when
required);

(b) 14 days (in the case of any breach of its undertaking in
sub-section 2.6); or

(c) 15 Business Days (in the case of any other default), in any
such case after it shall have received written notice from the
Executive Committee specifying the breach and requiring it to be
remedied; or

3.2.2EPFAL:

(i) is unable to pay its debts (within the meaning of section
123(1) or (2 of the Insolvency Act 1986, but subject as
hereinafter provided in this paragraph 3.2.2) or if any voluntary
agreement is proposed in relation to it under section 1 of that
Act or enters into any scheme of arrangement (other than for the
purpose of reconstruction or amalgamation upon terms and within
such period as may previous;, have been approved in writing by
the Executive Committee); or

(ii) has a receiver (which expression shall include an
administrative receiver within the meaning of section 29 of the
Insolvency Act 1986) of the whole or any material part of its
assets or undertaking appointed; or

(iii) has an administration order under section 8 of the
Insolvency Act 1986 made in relation to it; or

(iv) passes any resolution for winding-up other than a resolution
previously approved in writing by the Executive Committee; or

(v) becomes subject to an order by the High Court for winding-up.

For the purposes of sub-paragraph (i) above section 123(1) of the
Insolvency Act 1986 shall have effect as if for "pounds 750" there was
substituted "pounds 150,000" and, further, EPFAL shall not be deemed to
be unable to pay its debts for the purposes of sub-paragraph (i)
above if any such demand as is mentioned in the said section is
being contested in good faith by EPFAL with recourse to all
appropriate measures and procedures.

    3.3Acknowledgement: EPFAL acknowledges and agrees that, for
the purposes of paragraph 3.2.1, any breach by it of its
undertaking in sub-section 2.6 shall be deemed to be a material
breach of its obligations under the Agreement.

Removal as a Party:

3.4.1 Upon the expiry or termination for whatever reason of EPFAL
as the Pool Funds Administrator each of the Parties shall
promptly at its own cost and expense execute and deliver all
agreements and other documentation and do all such other acts,
matters and things as may be necessary to effect (without
prejudice to paragraph 3.4.2) EPFAL's release as the Pool Funds
Administrator and (if appropriate) as a Party.

3.4.2 The expiry or termination for whatever reason of EPFAL's
appointment as the Pool Funds Administrator shall be without
prejudice to any accrued rights and liabilities of the Parties
(including EPFAL as the Pool Funds Administrator) under the
Agreement.


APPOINTMENT OF A SUCCESSOR

4.1 Right to appoint: The Executive Committee shall have the
right to appoint any successor Pool Funds Administrator. In
making any such appointment the Executive Committee shall take
account of the views (if any) expressed by any Pool Member or the
Ancillary Services Provider. The appointment of a successor Pool
Funds Administrator shall take effect upon the removal or, as the
case may be, expiry of the term of appointment of EPFAL as the
Pool Funds Administrator.

4.2 Appointrnentfollowing removal: If EPFAL is removed
pursuant to sub-section 3.2 the Executive Committee may appoint a
successor without being obliged to carry out or complete the
process set out in sub-section 4.3, such appointment to be on and
subject to such terms and conditions as the Executive Committee
sees fit.

Tender process:

4.3.1 The Executive Committee shall invite tenders for
appointment as successor Pool Funds Administrator:

(a) not later than one year before the expiry of the Current Term
(or, if EPFAL's term of appointment has been extended or further
extended in accordance with paragraph 2.3.2, not later than a
date agreed between EPFAL and the Executive Committee and falling
before the expiry of that extended or further extended term); and

(b) if EPFAL's term of appointment has been extended or further
extended in accordance with paragraph 2.3.1 or EPFAL has been
requested to continue to serve as the Pool Funds Administrator
pursuant to subsection 3.1, not later than six months (or such
other period as EPFAL and the Executive Committee may agree in
writing) before the expiry of that extended or further extended
term.

4.3.2 The persons invited to tender and the terms and conditions
of that invitation, of the tender procedure and of the
appointment shall be determined by the Executive Committee
provided that the tender process shall be completed and the
Executive Committee shall have made its decision as to the
successor (or shall have decided not to appoint a successor from
those persons who submitted tenders) no later than the date
falling three months before the expiry of the Current Term or (as
the case may be) the extended or further extended term. The
Executive Committee shall not be bound to appoint the successor
Pool Funds Administrator from any of those persons who have
submitted tenders. The Executive Committee shall use its
reasonable endeavours to ensure that in the tender process the
Executive Committee does not discriminate unfairly between those
eligible to tender or the tenders received.

<PAGE>

5.  TRANSFER OF RESPONSIBILITIES AND ASSETS

5.1  Transfer of responsibilities and assets: Upon a successor
Pool Funds Administrator being appointed under Section 4 and
accepting such appointment, EPFAL shall, at the request of such
successor:

5.1.1 (a)   at EPFAL's option:

(I)  fully and effectively assign, transfer and deliver to such
successor all Funds Transfer Software (and copies thereof)
beneficially owned by EPFAL together with all rights, title and
interest therein or thereunder vested in EPFAL; or

(ii)  irrevocably license such successor to use all Funds
Transfer Software beneficially owned by EPFAL, which licence
shall be on terms enabling such successor to grant sub-licences
and permitting the benefit of such licence to be assigned to any
further successor Pool Funds Administrator and shall include an
undertaking by EPFAL promptly to provide such access to source
and object codes and other documents and materials thereto
relating to the operation of the Funds Transfer System as each
such successor may reasonably require for the purpose of
maintaining and enhancing all Funds Transfer Software; and

(b) use its best endeavours to assign or novate or procure the
assignment or novation of any licence or other agreement to use
any Funds Transfer Software which is not beneficially owned by
EPFAL or to such successor and/or to maintain any Funds Transfer
Software;

(c)  deliver to the successor Pool Funds Administrator two copies of 
the Funds Transfer Software and any associated documentation at the 
request of the Executive Committee for use by the successor Pool Funds
Administrator;

5.1.2 make over to such successor all such records, manuals, data
and other information which EPFAL is required to retain pursuant
to Clause 63.1.3 of the Agreement provided that EPFAL shall be
entitled to retain copies of such of those manuals as have been
prepared by EPFAL at its own cost and expense (and not recharged
to Pool Members pursuant to the Agreement);

5.1.3 use all reasonable endeavours to novate or procure the
novation of the Funds Transfer Agreement and any banking facility
or financial accommodation made available to EPFAL as Pool Funds
Administrator by the Pool Banker and to transfer all Letters of
Credit to such successor and cause to be transferred to such
successor to hold in its capacity as Pool Funds Administrator all
balances standing to the credit of any Pool Account;
                               
5.1.4  provide such training, assistance and systems support as
such successor may reasonably require and for such period as such
successor may reasonably require (not exceeding three months from
the date of its removal or expiry of its term as the Pool Funds
Administrator) to enable such successor to carry out its duties
and responsibilities as successor Pool Funds Administrator;

5.1.5  use all reasonable endeavours to transfer or otherwise
make available to such successor such of the freehold and
leasehold property as is owned or occupied by EPFAL and is used
by it in its capacity as the Pool Funds Administrator; and

5.1.6  transfer or otherwise make available to such successor all
other assets, equipment (excluding computer hardware),
facilities, rights, know-how and transitional assistance which it
possesses and which is necessary or desirable for such successor
to have in order to enable such successor efficiently to operate
the Funds Transfer System in accordance with the Agreement and
the Agreed Procedures with effect on and from the time of the
removal of EPFAL or expiry of EPFAL's term as the Pool Funds
Administrator (unless such removal is without notice in which
case so soon thereafter as is reasonably practicable), and in any
such case on such reasonable terms as may be agreed between EPFAL
and its successor as Pool Funds Administrator (but only, in the
case of such successor, after it has itself obtained the written
consent of the Executive Committee to such terms) within one
month after the commencement of negotiations (or such longer
period as EPFAL, such successor and the Executive Committee may
agree in writing) and, in default of agreement of terms, the
dispute shall be referred to arbitration in accordance with
Clause 83.

5.2 Co-operation: EPFAL further agrees, in consideration of
the payment of such amount as may be agreed between EPFAL and its
successor as Pool Funds Administrator (but only, in the case of
such successor, after it has itself obtained the written consent
of the Executive Committee to such terms) within the period
referred to in the final paragraph of sub-section 5.1 (and, in
default of agreement of terms, the dispute shall be referred to
arbitration in accordance with Clause 83), to co-operate with any
such successor and the Executive Committee so that the transfer
of duties, responsibilities, assets and know-how to such
successor is carried out causing as little disruption to the
operation of the Funds Transfer System and as little
inconvenience to the Parties as is practicable in all the
circumstances.

5.3  PEA Unwinding Costs: Without prejudice to Section 18,
EPFAL's costs and expenses of, or directly associated with, its
removal or the expiry or termination for whatever reason of its
appointment as the Pool Funds Administrator (including any
redundancy or relocation costs or expenses and any costs and
expenses arising from the vacation or surrender of any premises
or disposal or its own re-deployment of any plant or equipment used 
in the Funds Transfer Business) shall be borne exclusively by EPFAL 
(and shall not be recharged to Pool Members).

5.4  Withoutprejudice to rights: Any payment made by all or any
of the Pool Members to EPFAL under this Section 5 shall be
without prejudice to any rights and remedies which the Pool
Members (or any of them) may have against EPFAL in its capacity
as the Pool Funds Administrator arising under the Agreement.

5.5  Reference to Arbitration: If any matter is referred to
arbitration pursuant to this Section 5, EPFAL shall not by virtue
of the reference to such arbitration be entitled to delay in the
handing over of the Funds Transfer Software and any records,
manuals, data or other information referred to in sub-section 5.1
and EPFAL shall not be entitled to withhold any training,
assistance and system support but shall continue to co-operate
with the Executive Committee and the successor Pool Funds
Administrator including carrying out its obligations set out in
sub-sections 5.1 and 5.2 and accordingly EPFAL shall not be
entitled to withhold or delay the carrying out of its
obligations.

6.SPECIFIC DUTIES AND RESPONSIBILITIES

6.1 Tests of the Funds Transfer Hardware and Software:

6.1.1  EPFAL shall, upon receipt of not less than ten working
days' notice from the Pool Auditor and subject to availability of
computer time, arrange for such tests of the Funds Transfer
Hardware and the Funds Transfer Software as are from time to time
reasonably required by the Pool Auditor (either on its own
initiative or on the instructions of the Executive Committee) for
the performance of its functions under Part LO of the Agreement.
EPFAL shall, if so required by the Pool Auditor, permit the Pool
Auditor to carry out such tests provided that the person or
persons allocated to carry out such tests by the Pool Auditor is
or are suitably qualified in the operation of computers and
computer systems to carry out such tests and, in any other case,
EPFAL shall carry out such tests.

6.1.2  EPFAL shall give the Pool Auditor, reasonable access to
the Funds Transfer Hardware and the Funds Transfer Software for
the purpose of carrying out and monitoring any test under
paragraph 6.1.1.

6.1.3  The costs of any test under paragraph 6.1.1 shall be borne
by EPFAL and recovered by it as part of the PEA Operating Costs
in accordance with this Schedule.

6.2    Insurance:

6.2.1  Subject to the availability in the insurance market of
such insurances, EPFAL shall effect and maintain in full force
and effect with first class insurers the following insurances:

(a) professional indemnity insurance as Pool Funds Administrator
in an amount of not less than pounds 60,000,000 any one claim and
pounds 60,000,000 all claims in any one year (or such other amount as
may from time to time be reasonably required by the Executive
Committee after consultation with EPFAL); and

(b)  employee fidelity insurance in an amount of pounds 60,000,000.

6.2.2  All premia and other sums of money payable in respect of
all insurances effected or to be effected pursuant to paragraph
6.2.1 shall be borne by EPFAL and recovered by it as part of the
PEA Operating Costs in accordance with this Schedule.

6.2.3  EPFAL shall use all reasonable endeavours to make and
collect claims promptly and shall apply all moneys received by it
in respect of the insurances referred to in paragraph 6.2.1 in or
towards making good the loss and fully repairing the damage or
(as the case may be) satisfying the relevant liability in respect
of which such moneys were receivable or reimbursing the cost of
the same.

6.2.4  EPFAL shall promptly supply the Executive Committee upon
request from time to time with an insurance broker's certificate
in form and content reasonably satisfactory to the Executive
Committee confirming that cover has been effected in respect of
the insurances referred to in paragraph 6.2.1 and giving
reasonable details of the terms and conditions of such
insurances.

6.3  Instructions: Without prejudice to Section 19, EPFAL shall
comply with all instructions and directions issued by the
Executive Committee to EPFAL in its capacity as the Pool Funds
Administrator unless such compliance would cause EPFAL to be in
breach of any of its other obligations as the Pool Funds
Administrator under the Agreement or the Agreed Procedures.

6.4  Changes: EPFAL in its capacity as the Pool Funds Adm
inistrator shall not make any change in its operation of the
Funds Transfer System (or any part or aspect thereof) which in
its reasonable opinion is or may (either alone or together with
any other change(s)) be material without the prior written
consent of the Executive Committee. If EPFAL wishes to make any
such change, it shall promptly notify the Executive Committee in
writing giving reasonable details of the proposed change.

6.5  General: EPFAL shall have such other duties, r
esponsibilities, obligations and liabilities as are attributed to
it in the Agreement and the Agreed Procedures.

7.FUNDS TRANSFER SOFTWARE

Representations and warranties: EPFAL hereby represents and
warrants to each of the Pool Members and the Executive Committee
that:

7.1.1  the Funds Transfer Software referred to in Annex 4 (in
this Section, "Existing Funds Transfer Software") is all the
Funds Transfer Software used by EPFAL in connection with the
Funds Transfer Business as at 31st March, 1992;

7.1.2  it is the sole beneficial owner of the Existing Funds
Transfer Software referred to in Part A of Annex 4;

7.1.3  it is the licensee of the Existing Funds Transfer Software
referred to in Part B of Annex 4 and that the details of the
licences set out in Part B of Annex 4 are correct;

7.1.4  the Existing Funds Transfer Software is freely
transferable to any successor Pool Funds Administrator pursuant
to Section 5;

7.1.5  the use of the Existing Funds Transfer Software in
connection with the Funds Transfer Business does not infringe the
rights of any other person and EPFAL is not in breach of any of
the terms of the licences referred to in Part B of Annex 4; and

7.1.6  it has not received any claim or notice challenging its
title to, or its right to use, the Existing Funds Transfer
Software.

7.2  Future Funds Transfer Software: As from the PEA Comm
encement Date EPFAL shall use its best endeavours to ensure it
shall be the sole beneficial owner of all Funds Transfer Software
used or to be used in the Funds Transfer Business after 31st
March, 1992 (in this Section, UFuture Funds Transfer Software").
In the event that EPFAL is unable to ensure that it will be sole
beneficial owner of such Future Funds Transfer Software it shall
use its best endeavours to ensure that it shall be the exclusive
licensee thereof in relation to the Funds Transfer Business or
any similar or related businesses on terms which enable it to
grant sub-licences and the benefit of such licence to be assigned
to any successor Pool Funds Administrator.

7.3  Notification: EPFAL undertakes to notify the Executive
Committee forthwith in writing in the event that:

7.3.1  it is unable to ensure that it is the owner of, or
licensee on the terms set out in sub-section 7.2 under, Future
Funds Transfer Software; or

7.3.2   it receives any claim or notice of any alleged infringement 
of the rights of any other person by its use of any Funds Transfer
Software or challenging its title to, or its right to use, any
Funds Transfer Software; or if;`

7.3.3  it is or becomes aware of any infringement by any third
party of its rights in any Funds Transfer Software, and to
consult with the Executive Committee as to any steps to be taken
in respect of any such situation.

7.4  Infringement: EPFAL hereby further represents and warrants
to and undertakes with each of the Pool Members and the Executive
Committee that the use of any Future Funds Transfer Software in
connection with the Funds Transfer Business will not infringe the
rights of any other person and that it shall not breach any of
the terms of any licences under Future Funds Transfer Software.

7.5  Restrictions: EPFAL shall not, without the prior written
consent of the Executive Committee (not be to unreasonably
withheld or delayed), grant to any person (other than a successor
Pool Funds Administrator) any right, title or interest to, in or
under any Funds Transfer Software or give to such person a copy
of, or permit such person to use, Funds Transfer Software or
otherwise derive any benefit or profit therefrom (other than by
itself using such Funds Transfer Software for the purpose of the
Funds Transfer Business).

7.6  Indemnity: EPFAL hereby agrees fully and effectively to
indemnify and keep indemnified each of the Pool Members and the
Executive Committee from and against any and all loss, liability,
damages, costs and expenses which it may suffer or incur arising
out of or resulting from any breach by the Pool Funds
Administrator of any of the terms, representations, warranties
and undertakings contained in this Section 7 and Annex 5.

7.7  Maintenance: EPFAL shall ensure that at all times it has
in full force and effect proper arrangements for the maintenance
of (and the prompt rectification of defects in) the Funds
Transfer Hardware and the Funds Transfer Software and, upon the
reasonable request of the Executive Committee, shall supply
evidence reasonably satisfactory to the Executive Committee of
the existence and nature of such arrangements. The costs of all
such maintenance arrangements shall be borne by EPFAL and
recovered by it as part of the PEA Operating Costs in accordance
with this Schedule.

7.8  Escrow arrangements: EPFAL shall comply with the pro
visions of Annex 5 which relate to escrow arrangements for the
Funds Transfer Software and gives the warranties therein stated.

8.ANNUAL FEE

8.1  General: In consideration of the carrying out by EPFAL of
its duties and responsibilities as the Pool Funds Administrator
as set out in the Agreement and the Agreed Procedures (other than
in respect of those matters for which EPFAL is or will be
compensated through the recovery of the PEA Operating Costs in
accordance with this Schedule) EPFAL shall be paid an annual fee
as the Pool Funds Administrator (the "Annual Fee") calculated in
accordance with the following provisions of this Section 8.

8.2  Calculation offee:

8.2.1   In respect of the PFA Accounting Period beginning on the
PFA Commencement Date the Annual Fee for that PFA Accounting
Period shall be pounds 1,250,000 (the "Base Sum").

8.2.2   In respect of each PFA Accounting Period beginning on an
anniversary of the PFA Commencement Date the Annual Fee
[expressed in pounds sterling) for that PFA Accounting Period
shall be calculated in accordance with the following formulae:

(a) ABS = Base Sum * (1+(RPIp/100))

where RPlp = the percentage change (whether of a positive or
negative value) in the Retail Price Index between that published
in, or (as the case may be) the substitute index for, the third
month before the PFA Commencement Date and that published in, or
the substitute index for, the third month before the anniversary
from which the adjusted Annual Fee is to take effect;

(b) ATPM = Base Sum ~ (I/100)

where I = the value set out in column 2 below opposite the number
of Active Trading Pool Member Identities set out in column 1
below as at the beginning of the third month before the
anniversary from which the adjusted Annual Fee is to take effect:

Column 1                         Coloumn 2
Number of Active Trading         Value
Pool Member Identitites          
                                 
0 to 60                          0
61 to 70                         5
71 to 80                         10
81 to 90                         20
91 to 100                        25
101 to 110                       30
111 to 120                       35
121 to 130                       45
131 to 140                       50
141 to 150                       55
                                 
(c) Annual Fee = ABS + ATPM.


8.2.3  If during any PFA Accounting Period beginning on an
anniversary of the PFA Commencement Date the number of Active
Trading Pool Member Identities shall change such that, were the
Annual Fee for that PFA Accounting Period to be recalculated, it
would yield a different result from that originally calculated
for that PFA Accounting Period (or, as the case may be, from that
most recently recalculated for that PFA Accounting Period
pursuant to this paragraph 8.2.3) EPFAL shall promptly
recalculate the Annual Fee and notify the Executive Committee in
writing of the amount thereof. Such notification shall be
accompanied by a statement showing in reasonable detail the
calculation of such amount. Subject to paragraph 8.3.2(b), such
recalculated Annual Fee shall take effect for the period from the
date falling one month after the receipt by the Executive
Committee of such notification
until the end of the then current PFA Accounting Period (or until
further recalculated under this paragraph 8.2.3).

8.3  Review offee:

8.3.1  If at any time the total number of Active Trading Pool
Member Identities

shall exceed 150 EPFAL may request the Executive Committee to
review the

basis of calculation and/or the amount of the Annual Fee. Upon
receipt of such request the Executive Committee and EPFAL shall
negotiate in good faith for a period not exceeding three months
(or such longer period as EPFAL and the Executive Committee may
agree in writing) with a view to agreeing a revised basis of
calculation and/or amount of the Annual Fee.

8.3.2 (a) If EPFAL and the Executive Committee shall agree a revised 
basis of calculation and/or amount of the Annual Fee, such revisions 
shall take effect in accordance with the terms of that agreement.

(b)  If at the end of the negotiation period referred to in
paragraph 8.3.1 EPFAL and the Executive Committee shall not have
agreed a revised basis of calculation and/or amount of the Annual
Fee or if the Executive Committee shall dispute any calculation
of the Annual Fee made by EPFAL and notified to the Executive
Committee pursuant to sub-section 9.4 or paragraph 8.2.3, EPFAL
or the Executive Committee may refer the dispute to arbitration 
pursuant to Clause 83. Pending the award of the arbitrator(s) the 
Annual Fee current as at the date of EPFAL's calculation or 
recalculation shall continue in force.

9.PFA BUDGETS AND NOTICES OF ANNUAL FEE

9.1  PFA Budgets: Not earlier than three nor later than two
months prior to the first day of each PFA Accounting Period EPFAL
shall prepare and submit to the Executive Committee a PFA Budget
for such PFA Accounting Period. Such PFA Budget shall be
indicative only but shall be prepared on a best estimates basis.
The PFA Budget for the PFA Accounting Period beginning in 1992 is
set out in Annex 1.

9.2  Contents of PFA Budgets: Each PFA Budget (other than the
PFA Budget for the PFA Accounting Period beginning in 1992) shall
compare each item or category of budgeted expenditure shown
therein with the forecast expenditure in-respect of such item or
category for the remainder of the then current PFA Accounting
Period and report any salient differences between any such
forecast expenditure and the budgeted expenditure in respect of
each such item or category in the immediately preceding PFA
Budget.

9.3  Form of PFA Budgets: Each PFA Budget shall be substantially
in the form of that set out in Annex 1 (or in such other form as
EPFAL and the Executive Committee may from time to time agree in
writing).

9.4  Notice of Annual Fee: Each PFA Budget (other than the PFA
Budget for the PFA Accounting Period beginning in 1992) shall be
accompanied by a Notice of Annual Fee prepared by EPFAL stating
the Annual Fee for the PFA Accounting Period to which such PFA
Budget relates and setting out in reasonable detail the
calculation of the Annual Fee. Subject to paragraphs 8.2.3 and
8.3.2, the Annual Fee so stated shall take effect for such PFA
Accounting Period.

    10.STATEMENT OF COSTS AND FEES

10.1 Statement of Costs and Fees: No later than one month
following the date in any PFA Accounting Period of the
publication of the audited accounts for the Funds Transfer
Business for the previous PFA Accounting Period, EPFAL shall
prepare and submit to the Executive Committee and all Pool
Members a Statement of Costs and Fees for such previous PFA
Accounting Period. The audited accounts of EPFAL, the instruction
letter from EPFAL to its auditors giving instructions for the
auditing of those accounts and the auditors' management letter
(to the extent that it relates to the economy, efficiency,
effectiveness and quality of service of EPFAL in carrying out its
duties and responsibilities as the Pool Funds Administrator)
shall accompany each Statement of Costs and Fees for each entire
PFA Accounting Period.

10.2 Form of Statement of Costs and Fees: The Statement of Costs
and Fees for any PFA Accounting Period:

10.2.1   in relation to the PFA Operating Costs, shall attribute
actual and accrued expenditure for such period against, inter
alla, each of the categories and sub-categories set out in the
corresponding PFA Budget for such PFA Accounting Period; and

10.2.2   in relation to the Annual Fee, shall state the Annual
Fee and any revisions thereto for such PFA Accounting Period and
shall set out in reasonable detail the calculation thereof.

10.3   Accompanying Report: Each PFA Budget and Statement of
Costs and Fees for an entire PFA Accounting Period submitted to
the Executive Committee and, in the case of the Statement of
Costs and Fees, Pool Members pursuant to sub-section 9.1 or 10.1
shall be supported by a written report of EPFAL commenting in
reasonable detail upon the matters comprised in the categories of
expenditure included in such PFA Budget or Statement of Costs and
Fees.

10.4   Tender Costs:

10.4.1   If, during any PFA Accounting Period, the Pool Funds
Administrator reasonably believes that any of the category of
services within the definition of PFA Operating Costs are likely
to exceed the amount of that expenditure for that category or
sub-category or other items of cost provided for in the PFA
Budget by more than 5 per cent., the Pool Funds Administrator
shall notify the Executive Committee accordingly and explain the
reasons for the increase. The Executive Committee may require the
Pool Funds Administrator to invite tenders for any of the
categories or sub-categories or items of cost which are so
exceeded, in accordance with sub-section 10.4.3.

10.4.2   If the Executive Committee considers that the amount
budgeted for any category or sub-category or other item of cost
in the PFA Budget is unreasonable then the Executive Committee
may require the Pool Funds Administrator to invite tenders for
any of the categories or sub-categories or other items of cost in
the PFA Budget in accordance with sub-section 10.4.3.

10.4.3   Within seven Business Days after receipt of a notice
given pursuant to paragraph 10.4.1 the Executive Committee shall
notify the Pool Funds Administrator in writing whether it wishes
the Pool Funds Administrator to seek a further tender for the
senice in question. If the Executive Committee so notifies the
Pool Funds Administrator that it requires a further tender to be
sought, the Pool Funds Administrator shall obtain a further
tender and shall give the Executive Committee reasonable details
of that further tender and at the same time shall notify the
Executive Committee of which tender it has chosen to accept
together (if applicable) with reasons as to why it has not chosen
the lowest price tender.

10.4.4   If the Executive Committee fails to notify the Pool
Funds Administrator within the time period referred to in
paragraph 10.4.2 or notifies the Pool


Funds Administrator that it does not wish it to seek a further
tender, the Pool Funds Administrator may accept the original
tender.

10.5   Basis of preparation: All Statements of Costs and Fees
other than a Statement of Costs and Fees in respect of an entire
PFA Accounting Period shall be unaudited but prepared on a best
estimates basis. The Statement of Costs and Fees in respect of an
entire PFA Accounting Period shall be audited by EPFAL's
auditors.

10.6   Accounting Practices: Each PFA Budget and Statement of
Costs and Fees shall be prepared on the basis of the accounting
principles and practices used to draw up the most recent audited
accounts of EPFAL and consistently applied. If any Statement of
Costs and Fees for an entire PFA Accounting Period is not
prepared on such basis, EPFAL shall prepare and submit to the
Executive Committee and all Pool Members a pro-forma set of its
audited accounts for such entire PFA Accounting Period which is
prepared on the basis of the accounting principles and practices
used to prepare the relevant Statement of Costs and Fees. Any
changes in the accounting principles and practices or their
method of application used to prepare EPFAL's audited accounts
shall be noted in the next following PFA Budget or Statement of
Costs and Fees, as the case may be.

10.7   Statement of Charges: A Statement of Charges shall
accompany each Statement of Costs and Fees.

      11.QUALITY OF SERVICE REVIEW

11.1   Complaints: If the Executive Committee shall receive from
any Pool Member written notification of a breach or an alleged
breach of the Agreement or an Agreed Procedure involving EPFAL in
its capacity as the Pool Funds Administrator it shall promptly
notify EPFAL of receipt and shall send a copy of such
notification to EPFAL.

11.2   Report: Within one month after receipt from the Executive
Committee of any such notification as is referred to in
sub-section 11.1 EPFAL shall prepare and submit to the Executive
Committee a written report explaining in reasonable detail the
circumstances which gave rise to, and the causes of, the breach
(or, if it asserts that there has not been a breach, the reasons
in support of that assertion), any remedial action taken by it
and the consequences of such action.

11.3   Quality of Service Review: Promptly after receipt of
EPFAL's written report referred to in sub-section 11.2 (or, if
EPFAL shall fail to submit a report within the period referred to
in that sub-section, promptly after expiry of that period) the
Executive Committee shall determine whether it wishes to
commission a Quality of Service Review. In making such
determination the Executive Committee shall take into account the
nature and seriousness of the notified breach (or alleged breach)
and the said written report (if any). The Executive Committee
shall notify EPFAL in writing of any such determination.

11.4   Consultants: If the Executive Committee shall determine to
commission a Quality of Service Review, it shall instruct the
Consultants to conduct such review and to report in writing (a
"Review Reports) to the Executive Committee and EPFAL.

11.5   Terms of engagement: The terms of engagement of the
Consultants (*ncluding the objectives ant scope of the work to be
performed and the form of report to be issued) in respect of any
Quality of Senice Review shall (subject to sub-section 11.10) be
determined by the Executive Committee in consultation with EPFAL.

11.6   Review Report: EPFAL shall be given the opportunity to
examine and comment on any factual details contained in any
Review Report before it is submitted in final form. Such final
form shall, if the Consultants commissioned to carry out the
Quality of Senice Review shall think fit, take into consideration
the comments of EPFAL on any factual details conta* ed in the
Review Report and include an indication of the response and
proposed action of EPFAL. A copy of the final form of the Review
Report shall be sent to EPFAL and may be distributed by the
Executive Committee to Pool Members and the Director.

11.7 Implementation: Upon receipt of a Review Report, EPFAL shall
(if so required by and in consultation with the Executive
Committee) give effect to such recommendations, if any, as are
set out in such report as soon as is reasonably practicable
following the date of receipt by EPFAL of such report.

11.8 Arbitration: If EPFAL shall *n good faith consider the
recommendations in any Review Report to be *mpractical or
inappropriate, the same shall be referred for resolution to
arbitration in accordance with Clause 83.

11.9 Access: For the purposes of any Review Report, EPFAL shall
permit the Consultants access to the Funds Transfer Hardware, the
Funds Transfer Software and all data used by EPFAL in the
operation of the Funds Transfer System and to such of its company
books, accounts and vouchers as relate to any of the items or
categories of expenditure which make up the PEA Operating Costs
and as are necessary for the performance of the Quality of Senice
Review. The Consultants shall also be entitled to require from
EPFAL's officers, employees or agents such information and
explanations as are necessary for the performance of the Quality
of Service Review (but, for the avoidance of doubt, the
Consultants shall not have access to any data used, * formation
held or records kept in relation to any Pool Member without such
Pool Member's prior written consent).

11.10 Confidentiality: The terms of engagement of the Consultants
commissioned to carry out the Quality of Senice Review shall
include a written obligation of the Consultants and signed on
their behalf in favour of EPFAL to keep confidential information
made available by EPFAL to the Consultants or to which the
Consultants have access for the purposes of the Quality of Senice
Review save that the Consultants shall be entitled to disclose
any such information:

11.10.1 in the Review Report to the extent that the Consultants
reasonably consider appropriate (after consultation with EPFAL)
for the purposes of that report; or

11.10.2 with the prior written consent of EPFAL; or

11.10.3 in compliance with any requirement of law or pursuant to
the arbitration rules of the Electricity Arbitration Association
or pursuant to any judicial or other arbitral process or tribunal
having jurisdiction.

11.11 Additional rights: The provisions of this Section 11 are in
addition to (and not in substitution for) and shall not prejudice
any other rights which the Executive Committee or any Pool Member
may have in respect of any such breach as is referred to in
sub-section 11.1.

    12.AUDITORS' OPINION

The Statement of Costs and Fees in respect of an entire PFA
Accounting Period to be sent to the Executive Committee and all
Pool Members pursuant to sub-section 10.1 shall be accompanied by
a report from EPFAL's auditors considering whether in such
auditors' opinion:

(a)  the Statement of Costs and Fees is in agreement with EPFAL's
underlying books and records;

(b)  PFA Operating Costs have been properly extracted from
EPFAL's audited financial statements; and

(c)  the calculations in respect of the Annual Fee are in
accordance with the formulae set out in sub-section 8.2, and are
correct and in agreement with EPFAL's underlying books and
records.

    13.PFA ACCOUNTING PERIOD

Each PFA Accounting Period shall be for a period of 12 months
unless otherwise agreed in writing by EPFAL and the Executive
Committee. If EPFAL wishes to change its accounting reference
date it shall give due notice thereof to the Executive Committee
which shall agree to enter into an amending agreement to the
Agreement in order to give effect to the same at EPFAL's cost and
expense.

    14.THE POOL FUNDS ADMINISTRATOR'S CHARGES

EPFAL shall be entitled to recover from all Pool Members the
charges set out in Sections 15 and 16 in respect of its operation
of the Funds Transfer Business but, subject to Section 19, shall
not be entitled to recover any other charges.

    15.AMOUNT

15.1 Annual Charges: In respect of each PFA Accounting Period,
EPFAL shall be entitled to recover from Pool Members annual
charges equal to the aggregate of the following amounts:

15.1.1 PFA Operating Costs for the relevant PFA Accounting Period
(as identified by the Statement of Costs and Fees for such period
submitted pursuant to Section 10);

15.1.2 the PFA Handling Charge, calculated on the total amount of
     the PFA Operating Costs;

15.1.3 the Annual Fee for such PFA Accounting Period; and

15.1.4 the Bank Charges.

15.2 Recovery of Charges:

15.2.1   The due proportion (determined in accordance with
sub-section 15.4) of EPFAL's annual charges referred to in
sub-section 15.1 payable by each Pool Member for each PFA
Accounting Period shall be recovered by monthly payments in
advance from each Pool Member or, where EPFAL and the Pool Member
otherwise agree, semi-annually in advance (calculated on a best
estimates and reasonable basis to be one twelfd~ or, as the case
may be, one half of the annual charges payable by such Pool
Member by reference to the most recent PFA Budget).

15.2.2   EPFAL shall advise each Pool Member of such amount by
invoice despatched to each Pool Member approximately 15 days
prior to the first day of each month or, as the case may be,
other period. Such invoice shall be paid no later than the first
day of such month or such other period. Each Pool Member shall
pay the amount advised in the relevant invoice within 15 days
after the invoice date.

15.2.3   Each Pool Member shall pay all amounts due hereunder in
sterling in cleared hinds in full without set off or
counterclaim, withholding or deduction of any kind whatsoever but
without prejudice to any other remedy. All charges are exclusive
of United Kingdom Value Added Tax which shall be added to such
charges, if applicable.

15.2.4   In the event of any dispute regarding charges in any
month or period, no Pool Member may withhold payment of any
invoiced amount but may refer such dispute to arbitration in
accordance with Clause 83.

15.3   Interest on non-payment: If any amount due to EPFAL in its
capacity as the Pool Funds Administrator is not received on the
due date the Pool Member required to pay such
amount shall pay interest to EPFAL on such amount from and
including the date of default to the date of actual payment (as
well after as before judgment) at the rate which is 4 per cent.
per annum above the Base Rate from time to time of National
Westminster Bank PLC during each period of default.

15.4   Payment of Charges: Each Pool Member shall pay its due
proportion of EPFAL's charges for each PFA Accounting Period
determined in accordance with Section 17.

15.5   Amount of Charges: The amount of each such payment shall
be estimated initially by reference to the PFA Budget. EPFAL
shall adjust the amount of each such payment by reference to the
most recent Statement of Costs and Fees and so as to take into
account PFA Operating Costs, the PFA Handling Charge, the Annual
Fee and the Bank Charges during the previous PFA Accounting
Period and anticipated costs in respect of the same during the
current PFA Accounting Period and shall recover from or, as
appropriate, credit to each Pool Member its due proportion of the
difference between actual and anticipated PFA Operating Costs,
the PFA Handling Charge, the Annual Fee and the Bank Charges and
payments received in respect of such costs, fees and charges in
each case for the previous and the current PFA Accounting Period.
Such recovery or credit shall take place by reference to an
adjustment to each Pool Member's charges for the current PFA
Accounting Period.

15.6   New and Former Pool Members: Any Pool Member which is a
Pool Member for part only of any PFA Accounting Period shall pay
charges on an interim basis of such amount as the Executive
Committee estimates to be reasonable for such PFA Accounting
Period on the basis of the allocation of charges set out in
Section 17. Adjustments to charges on all Pool Members as a
result of existing Pool Members leaving or new Pool Members
joining will be made following, and shall be set out in, the
Statement of Charges submitted for the relevant PFA Accounting
Period pursuant to sub-section 10.7 whereupon the Pool Members
and/or former Pool Members shall be required to pay such
additional amount or be entitled to such reimbursement as may be
determined in accordance with the Agreement by an adjustment to
charges in the then current PFA Accounting Period.

    16.BANK CHARGES

Bank Charges: EPFAL in its capacity as the Pool Funds
Administrator shall collect from Pool Members the amounts they
are obliged to pay by way of bank transaction charges towards the
costs of the Pool Banker and all Settlement Banks ("Bank
Charges") and shall account for the same to the Pool Banker and
such Settlement Banks.

    17.ALLOCATION OF CHARGES

17.1 Total Sum Due: In respect of each PFA Accounting Period, the
Total Sum Due shall be allocated amongst Pool Members in
accordance with the following provisions of this Section
                                
17.2      Payment of Total Sum Due: Each Pool Member shall be
obliged to pay the amount allocated to it in accordance with this
sub-section. The total aggregate amount allocated to all Pool
Members in respect of any PFA Accounting Period shall equal the
Total Sum Due in respect of such PFA Accounting Period.

17.3     Allocation of Total Sum Due: The Total Sum Due in
respect of each PFA Accounting Period shall be allocated amongst
Pool Members in the following manner:

17.3.1  first, in order to recover the discrete costs referable
to each Pool Member during any PFA Accounting Period, the costs
incurred by EPFAL in its capacity as the Pool Funds Administrator
in complying with a request of such Pool Member made pursuant to
Clause 63.1.7 or sub-section 6.3 of Schedule 11 which are
directly referable to such Pool Member shall, as far as possible,
be allocated to such Pool Member; and

17.3.2  secondly, 100 per cent. of the balance of the Total Sum
Due during any PFA Accounting Period not recovered pursuant to
paragraph 17.3.1 shall be allocated amongst all Pool Members
during such PFA Accounting Period according to their respective
Contributory Shares for such PFA Accounting Period. For this
purpose, each Pool Member's due proportion of the charges shall
be assessed first by reference to the then latest Contributory
Shares of all Pool Members calculated by the Executive Committee
for the period and each part thereof to which such charges relate
(or, if and to the extent that the charges relate to a period for
which no such calculation has yet been made, by reference to the
then most recently calculated current Contributory Shares of all
Pool Members) and shall thereafter be readjusted from time to
time for each day within the relevant period following changes to
the Contributory Shares of Pool Members for all or any part of
such period or tas the case may be) following the calculation of
the Contributory Shares for such period.

17.4  Prima facie evidence: EPFAL's determination of the
allocation of all costs during any PFA Accounting Period shall,
in the absence of manifest error, be prima facie evidence
thereof.

    18.ADJUSTMENT

If the Executive Committee requests EPFAL to continue to serve as
the Pool Funds Administrator pursuant to sub-section 3.1 to allow
a successor to be appointed, EPFAL and the Executive Committee
shall negotiate in good faith for a period not exceeding six
weeks (or such longer period as EPFAL and the Executive Committee
may agree in writing) with a view to agreeing a revision in the
amount of the Base Sum to be used in the calculation of the
Annual Fee for the duration of the additional period referred to
in sub-section 3.1. If EPFAL and the Executive Committee shall
agree to revise the amount of the Base Sum, such revision (and
any consequential revision in the Annual Fee) shall take effect
in accordance with the terms of that agreement. If no agreement
is reached within the said negotiation period the Executive
Committee or EPFAL may refer the dispute to arbitration pursuant
to

Clause 83. Pending any such agreement being reached or any such
dispute being resolved by arbitration, EPFAL shall continue to
serve as the Pool Funds Administrator for the additional period
referred to in sub-section 3.1.

    19.ADDITIONAL COMPENSATION

19.1  General: A direction or instruction of the Executive
Committee to EPFAL in its capacity as the Pool Funds
Administrator shall not materially increase the duties,
responsibilities or liabilities of EPFAL as the Pool Funds
Administrator beyond those detailed in the Agreement as at the
PEA Commencement Date and as detailed in the Agreed Procedures
without proper compensation.

19.2  Compensation: If the Executive Committee gives a direction
or instruction to EPFAL in its capacity as the Pool Funds
Administrator which materially increases the duties,
responsibilities or liabilities of EPFAL as the Pool Funds
Administrator beyond those detailed in the Agreement as at the
PEA Commencement Date and as detailed in the Agreed Procedures,
then (subject to sub-section 19.3):

19.2.1  EPFAL shall carry out that direction or instruction
unless it has reasonable grounds for refusing so to do in which
event it shall forthwith notify the Executive Committee in
writing of its refusal and its reasons therefor (and, for this
purpose, an increase in the duties, responsibilities or
liabilities of EPFAL in its capacity as the Pool Funds
Administrator shall not of itself constitute reasonable
grounds);

19.2.2  EPFAL and the Executive Committee shall negotiate in good
faith for a period not exceeding one month (or such longer
period as EPFAL and the Executive Committee may agree in
writing) with a view to agreeing an appropriate increase in the
Base Sum to reflect such increase in EPFAL's duties,
responsibilities and liabilities as the Pool Funds
Administrator;

19.2.3  If EPFAL and the Executive Committee shall agree an
increase in the Base Sum, such increase shall take effect in
accordance with the terms of that agreement; and

19.2.4  if there shall be any dispute as to whether that
direction or instruction does or did materially increase the
duties, responsibilities or liabilities of EPFAL as the Pool
Funds Administrator or whether EPFAL has reasonable grounds for
refusing to carry out that direction or instruction or if no
agreement is reached under paragraph 19.2.2, EPFAL or the
Executive Committee may refer the dispute to arbitration in
accordance with Clause 83.

19.3  Reservation: The performance by EPFAL of any direction or
instruction of the Executive Committee shall not prevent EPFAL
from later claiming that such direction or instruction
materially increased its duties, responsibilities or liabilities
as the Pool Funds Administrator provided always that EPFAL shall
not be entitled so to claim unless it gave written notice to the
Executive Committee promptly (and in any event
within seven days) after first becoming aware that such direction
or instruction materially increased or was likely materially to
increase such duties, responsibilities or liabilities, such
notice to contain detailed reasons in support of why there has
been or is likely to be such an increase.

    20.RECOVERY OF POOL ADMINISTRATION COSTS

20.1 Applicability: The provisions of this Section 20 shall apply
to:

20.1.1   the costs and expenses (within the extended meaning of
that expression in Clause 23.5 of the Agreement) of the Executive
Committee, its subcommittees and sub-groups and the personnel
referred to in Clause 17.2.1 together with the liabilities (if
any) associated with the termination of any lease of any business
accommodation required by the Executive Committee, the Chief
Executive, the sub-committees, the sub-groups of such personnel;

20.1.2   the costs and expenses of Committee Members and members
of the subcommittees and sub-groups of the Executive Committee;

20.1.3   the costs and expenses of the Pool Chairman;

20.1.4   the remuneration, costs and expenses of the personnel
referred to in Clause 17.2.1 of the Agreement;

20.1.5   the remuneration, costs and expenses of the Secretary;

20.1.6   the costs and expenses of the Pool Auditor;

20.1.7   the overhead costs of the Electricity Arbitration
Association;

20.1.8   all such other costs, fees, expenses, liabilities,
losses and other amounts which are required by the Agreement (or
any other agreement, document or arrangement prepared, executed
or entered into pursuant to the Agreement and for this purpose
approved by the Executive Committee) to be dealt with "in
accordance with Section 20 of Schedule 15" or "in accordance with
the PEA Accounting Procedure"; and

20.1.9   any bad debts which are to be treated as Pool
Administration Costs pursuant to sub-section 20.7,

(together "Pool Administration Costs").

20.2   Approval: The Executive Committee (or its delegate) shall
approve all Pool

Administration Costs in advance of submitting the same to EPFAL
for payment.

20.3 Payment: Upon receipt of an invoice or other statement
relating to Pool Administration Costs which has been approved by
or on behalf of the Executive

Committee in accordance with sub-section 20.2, EPFAL shall pay
the amount stated in such invoice or other statement (together
with Value Added Tax thereon, if applicable) to such person or
persons as the Executive Committee (or its delegate) shall
direct.

20.4 Recovery:

20.4.1   EPFAL shall collect from Pool Members the amounts which
they are obliged to pay towards the Pool Administration Costs and
Pool Members shall be obliged to pay in accordance with
sub-section 20.6 their respective proportionate share of the Pool
Administration Costs (together with Value Added Tax thereon, if
applicable) against receipt of an invoice or other statement
therefor issued by EPFAL and otherwise in accordance with
paragraph 20.5.1;

20.4.2   EPFAL shall collect from the Grid Operator, and the Grid
Operator shall be obliged to pay against receipt of an invoice or
other statement therefor issued by EPFAL and otherwise in
accordance with paragraph 20.5.2, 10 per cent. of the annual
overhead costs of the Electricity Arbitration Association
(together with Value Added Tax thereon, if applicable).

20.5 Collection procedure:

20.5.1   EPFAL shall arrange for collection from Pool Members of
their respective proportionate share of the Pool Administration
Costs in such manner as may be agreed by EPFAL with the Executive
Committee from time to time (which may include collection in
advance) and Pool Members shall comply with such collection
procedures and, in particular, shall make payment within the time
period prescribed by such procedures. The provisions of
paragraphs 15.2.3, 15.2.4 and sub-section 15.3 shall in any event
apply mutatis mutandis in respect of all payments required to be
made by Pool Members pursuant to this Section 20.

20.5.2 The Grid Operator shall make payment of the amount
referred to in paragraph 20.4.2 within 15 days after receipt of
the invoice or other statement therefor.

20.6 Proportionate Share: Pool Members shall contribute towards
the Pool Administration Costs referable to a Quarter in the
proportions which their respective Contributory Shares bear to
each other during such Quarter.

20.7 Bad Debts: If in any PFA Accounting Period the Executive
Committee recognises bad debts arising from a Pool Member's
failure to pay its due proportion of Pool Administration Costs,
the aggregate amount of those bad debts shall be carried forward
to the immediately succeeding PFA Accounting Period and shall
form part of the Pool Administration Costs for that PFA
Accounting Period (spread evenly so far as practicable over the
four Quarters thereof).
                
                              ANNEX 1
          PEA Budget for the 1992 PEA Accounting Period

Category/Item                    Budgeted Cost pounds 000
                                 
Insurance costs                  200
Funds Transfer Hardware and      75
Funds Transfer Software testing
and maintenance costs
Audit fees                       75
Bank administration charges      100
Bad debt allowance               0
                                 
Total Sum Due                    450
                                 
                                 
<PAGE>                                 
                              
                             ANNEX 2
                 Pro-forma Statement of Charges

        Name             Contributory Share      Period to which
charges relate           Amount

<PAGE>                               

                             ANNEX 3

              Pro-forma Statement of Costs and Fees

                               (A)
                       PFA Operating Costs
                                            
 




                               (B)
                           Annual Fee

                 Annual Fee (initial):the Annual Fee for the [19
] PFA Accounting Period was
                                                 pounds [ ].
                 Annual Fee (revisions):the Annual Fee for the
[19 ] PFA Accounting Period was

               revised as from [     ] to pounds [ ] [and as from t
]
               to pounds [ ]].

Calculation of Annual Fee (initial and revisions):

 <PAGE>
                             ANNEX 4

                Existing Funds Transfer Software

                             Part A

Beneficially Owned

Pool Funds Transfer System (PFTS) PHASE 1

System Administration - User Guide (2/5/90)
Clerical Procedures (3/5/90)
Self Study Training Module (4/7/90)
Billing Sub-Project - Test Specification v.1.0 (29/3/90), v.1.1
  (3/4/90)
Test Plan - Issue 1.1 (3/4/90)
System Testing Log (4/4/90)
Quality Assurance Plan (16/5/90)
Test Data (2/4/90)
Test Schedules (3/4/90)
Implementation Paper - Security Controls (22/3/90)

Pool Funds Transfer System (PFTS) PHASE 1.1

Test Plan Issue 1.0 (18/6/90)
Summary Test Report (13/7/90)

Pool Funds Transfer System (PFTS) PHASE 2.0

Documentation EPFAL PFTS Phase II User Manual Version 1
Documentation EPFAL PFTS Phase II DBA Guide Version 1
Physical Design Documentation (volumes 1-4) (22/6/90)
Functional Specification - Appendices (April 1990)
Addendum to the Detailed Physical Design (May 1991)
  
<PAGE>

                             Part B
                            Licensed
                 (VMS, unless otherwise stated)

VAX System

VMS Sun Account 3.5.14 purchased 1/7/90. Licence No. 002505.

Documentation - Standard Reference/lnstallation/Getting started
and Tutorial manuals.

VMS v.5.4 issued 1/5/90. Licence pack LP594621 s/no. 01440169.

PCSA/Decnet v.4 End User Node issued 1/5/90. Licence pack
LP594624 s/no. 01440172.

Lotus 123 v.2.2 Server Version purchased 1/91 - upgraded to v.3.1
+ 18/9/91. Note a VMS version.

Oracle RDBMS v.6 purchased 16/5/91 with full set of delivered
documentation.

PC based Novell Network

Novell Advanced Network 286 v.2.15 Rec C purchased 3/90 via 3rd
party. Full set Netware documentation - Reference
Installation/Guides etc.

Sun Account v.3.5.3 purchased via 3rd party 3/90. Full set
documentation -Reference/lnstallation/Getting started and
Tutorials.

Lotus 123 v.3.1 Server purchased 18/9/91. Upgrade from v.2.2
purchased 1/91.

<PAGE>
                             ANNEX 5

Escrow Arrangements

1.1 EPFAL Escrow Agreement

No later than 1st February, 1993 (or such later date as EPFAL and
the Executive Committee may agree in writing) EPFAL in its
capacity as the Pool Funds Administrator (for itself and on
behalf of the Pool Members acting through the Executive
Committee) shall enter into and deliver an escrow agreement (the
"UPFA Escrow Agreement") in the form to be agreed between EPFAL
and the Executive Committee with a reputable escrow agent to be
agreed between EPFAL and the Executive Committee (the UPFA
Custodian"). Forthwith upon entering into the PEA Escrow
Agreement EPFAL shall deposit with the PEA Custodian to the
extent then in existence (and, if not in existence, as soon as
possible after it comes into existence):


1.1.1     a copy of the source code and load (machine executable)
modules relating to all Funds Transfer Software beneficially
owned by it together with all job control language and licensed
software system tables, each in a machine readable form and the
source code and job control language in a hard copy form;

1.1.2 a copy of all related manuals and other associated
documentation, including:

(a) any user requirement documents, together with all associated
authorized change requests;

(b) any functional specification documents associated with those
documents described in sub-paragraph (a) above, together with all
authorized change requests associated with the relevant
functional specification;

(c) to the extent available to EPFAL, any design specification
documents associated with those documents described in
sub-paragraphs (a) and (b) above, together with all authorized
change requests associated with the relevant design
specification;

(d) any program and/or user guides prepared to assist in the
day-to-day operation and future development of the computer
programs (including records of test cases together with the
associated test input and output data used for validation
purposes);

(e) any relevant test strategy schedules and acceptance test
schedules as specified for functional and operational end to end
testing;

(f) any relevant test acceptance certificates and reports for all
tests recording comments and observations made on the appropriate
tests where such tests commissioned by EPFAL;

(g) any relevant client acceptance certificates and Pool
Auditor's reports, together with any reports recording such
clients' and the Pool Auditor's observations and comments on the
tests;

(h) any relevant compilation or detailed operating procedures
required in connection with any of the relevant paragraphs in
this paragraph 1.1.2;

(i) all software licenses for Funds Transfer Software licensed to
EPFAL and

(j) a list detailing all versions of Funds Transfer Software
licensed to EPFAL (including operating systems and compilers)
used in creating such versions of the object code detailing the
version numbers used and any program temporary fixes or
equivalent modes;

1.1.3 a copy of all historical data (including all transaction,
reference and audit data and changes to standing data) relating
to the operations of EPFAL in its capacity as Pool Funds
Administrator;

1.1.4 all the material referred to in sub-clauses 1.1.1 to 1.1.3
above is hereafter together referred to in this Annex 5 as the
"PFA Material".

1.2 Licensed Funds Transfer Software

If, after consultation with EPFAL, the Executive Committee shall
so request, EPFAL shall use its reasonable endeavors to procure
that the owner of any Funds Transfer Software shall permit the
deposit of such Funds Transfer Software licensed to EPFAL with
the PFA Custodian or other reputable escrow agent on the terms of
the Escrow Agreement or similar agreement approved by the
Executive Committee.

1.3 Updating

EPFAL shall ensure that the PFA Material deposited with the PFA
Custodian is kept fully up-to-date and reflects all Modifications
(as defined in the PFA Escrow Agreement) and shall deposit a copy
of all Modifications with the PFA Custodian as soon as the same
are available, all in accordance with the terms of and subject to
the conditions of the PFA Escrow Agreement. EPFAL shall notify
the Executive Committee promptly of the delivery of each
Modification to the PFA Custodian.

<PAGE>
                           SCHEDULE 16
                  Matters requiring consent of
               the Settlement System Administrator
                                

The Settlement System Administrator's membership of, and the
procedures and powers of, the Project Board

Terms of reference of project managers

Approval of project documents

Quality standards (including design, coding, testing,
implementation and documentation)

Role of Pool Auditor in systems development

Components of project life cycle

Ownership and warranties on development

Housekeeping

The Settlement System Administrator's responsibilities and rights

Use of the Settlement System Administrator's resources

Implementability of systems:  technical compatibility with existing system
                              use of the Settlement System Administrator's 
                               facilities for testing
                              parallel operation
                              migration into production
                              configuration control
                              implementation planning

Operability of systems:       operational feasibility
                              operational support requirements
                              operational testing
                              interface design
                              performance
                              security
                              auditability
                              reliability

Maintainability of systems    design integrity
                              design documentation
                              adherence to design and coding standards
                              reliability
                              configuration control
<PAGE>
                           SCHEDULE 17

                          Trading Sites

                             Part A

                             General

1.   Introduction: A site shall be identified as a Trading Site
for the purposes of this Agreement in accordance with the
following provisions of this Schedule.

2.   Application: A Party may apply to the Executive Committee
for a site to be treated as a Trading Site by sending to the
Executive Committee a written application in the form prescribed
by the relevant Agreed Procedure (in this Schedule, a "Trading
Site Application") stating the class of application and
containing the other information and supported by the documents
and other matters referred to in Part C and signed by or on
behalf of the Generator concerned and the Supplier concerned
where there exists a Supplier in respect of that site (together
in this Schedule, the "Applicants").

3.   Decision: Executive Committee shall consider any Trading
Site Application within 45 days after receipt in accordance with
the procedures set out in Part B and (subject to paragraph 5 of
Part B) shall within that period make a determination as to
whether the site the subject of such application (in this
Schedule, the "Nominated Site") shall be treated as a Trading
Site and shall promptly notify the Applicants and the Settlement
System Administrator of its determination.

                             Part B

                           Procedures

1.   Classes: Every Trading Site Application shall state whether
it is a Class 1, Class 2, Class 3 or Class 4 application and the
Executive Committee shall consider a Trading Site Application by
reference to the provisions set out in this Part B for the stated
class (or, in the case of paragraph 5, as provided therein).

2.   Class 1: If the Trading Site Application shall state that it
is a Class 1 application then the Executive Committee shall
determine from the Trading Site Application and supporting
documentation and other matters (and any further evidence
provided in accordance with paragraph 6) if the Nominated Site is
a Power Station which is or is to be electrically configured in
the same manner as is prescribed in one of the line diagrams
contained in the relevant Agreed Procedure and fulfills all the
conditions specified in such Agreed Procedure applicable to a
Class 1 application, in which event the Nominated Site shall be
treated as a Trading Site.

3.   Class 2: If the Trading Site Application shall state that it
is a Class 2 application then the Executive Committee shall
determine from the Trading Site Application and supporting
documentation and other matters (and any further evidence
provided in accordance with paragraph 6) if the generation and
demand at the Nominated Site are electrically connected solely by
Dedicated Assets, in which event the Nominated Site shall be
treated as a Trading Site.

In this paragraph, "Dedicated Assets" means assets and equipment
which are used solely to connect electrically (a) the location at
which the generation originates with (b) the location at which
the demand is taken (and no other), and additionally satisfy one
of the diagrammatic representations of Dedicated Assets contained
in the relevant Agreed Procedure.

4.   Class 3: If the Trading Site Application shall state that it
is a Class 3 application then the Executive Committee shall
determine from the Trading Site Application and supporting
documentation and other matters (and any further evidence
provided in accordance with paragraph 6) if the generation and
demand at the Nominated Site are electrically connected by
Contiguous Assets, in which event the Nominated Site shall be
treated as a Trading Site.

In this paragraph

(a)  "Contiguous Assets" means those Specified Assets and
Equipment at a location which connect by one continuous
electrical connection the location at which the generation
originates with the location at which the demand is taken, which
Specified Assets and Equipment are all owned by the Applicants
and/or are Specified Assets and Equipment in respect of which a
contribution is or will be made by the Applicants to the
provision and installation or maintenance and repair costs
thereof or where such Specified Assets and Equipment are already
provided and installed, the maintenance and repair costs thereof;
and

(b)  "Specified Assets and Equipment" means assets and equipment
identified and quoted in the Connection Agreement of either
Applicant where such assets and equipment include assets and
equipment identified and quoted in the Connection Agreements
relating to both Applicants which form part of the continuous
electrical connection for the purposes of (a) above.

5.  Class 4:

5.1 If the Trading Site Application shall state that it is a
Class 4 application or if the Executive Committee shall determine
that the Nominated Site the subject of a Class 1, Class 2 or
Class 3 Trading Site Application does not satisfy the conditions
specified in paragraph 2, 3 or (as the case may be) 4, the
Executive Committee shall determine from the Trading Site
Application and supporting documentation and other matters (and
any further evidence provided in accordance with paragraph 6) if
the Nominated Site shall be treated as a Trading Site having
regard to the criteria set out in paragraph 5.2.

5.2 The criteria referred to in paragraph 5.1 are:

(a)  whether special circumstances existed before 30th March,
1990 which demonstrate to the reasonable satisfaction of the
Executive that the generation and demand were treated as being on
a Trading Site;

(b)  whether special circumstances existed before 11th December,
1991 which demonstrate to the reasonable satisfaction of the
Executive Committee that the generation and demand should have
been treated as on a Trading Site;

(c)  whether, although not satisfying the conditions applicable
to a Class 1, Class 2 or Class 3 Trading Site Application, if, to
the reasonable satisfaction of the Executive Committee, the
Trading Site Application demonstrates sufficient similarities
with sites which would satisfy those conditions such that it
would be unreasonable not to treat the Nominated Site as a
Trading Site;

(d)  whether there are any other facts or evidence in support of
the Trading Site Application which in the reasonable opinion of
the Executive Committee demonstrate that the Nominated Site ought
to be treated as a Trading Site.

6.   Further evidence: The Executive Committee may request an
Applicant to produce such further evidence as the Executive
Committee may reasonably require in support of its Trading Site
Application before the Executive Committee makes any
determination as to whether the Nominated Site is to be treated
as a Trading Site, and the Executive Committee shall not be bound
to make any determination on the issue of whether the Nominated
Site is a Trading Site pending receipt of such further evidence.

7.   Majorities: Any determination of the Executive Committee in
favor of treating a Nominated Site as a Trading Site shall
require a simple majority of the votes cast by Committee Members
at the relevant meeting provided that in the case of a Trading
Site Application which falls to be considered under paragraph 5
the necessary majority shall be 75 per cent. of all the votes
cast by Committee Members.

8.   Effect of determination: If the Executive Committee shall
determine pursuant to paragraph 2, 3, 4 or (as the case may be) 5
that a Nominated Site is a Trading Site all metered values of all
meters associated with the Nominated Site and identified in the
Trading Site Application shall be aggregated in accordance with
the provisions of sub-section 3.3 of, and paragraph 2F of
Appendix 6 to, Schedule 9.

                             Part C

Trading Site Applications

1.  Every Trading Site Application shall contain the following
information:

(a)  the name and address of the Applicants;

(b)  a full description of the Nominated Site;

(c)  a full description of the Metering Systems (if any) located
or to be located at the Nominated Site and of their location
together with a full description of the points at which all
electricity flows relative to the Nominated Site are to be
measured;

(d)  such other information as may be specified in the relevant
Agreed Procedure; and

(e)  such other information as the Applicants shall consider
relevant to their application.

Every Trading Site Application shall be accompanied by the
following documents and other matters:

(a)  line diagrams showing the electrical connections and energy
flows at the Nominated Site and the location of Metering Systems
(if any) and evidence demonstrating that the assets and equipment
electrically connecting the generation and demand are capable of
transmitting or distributing the quantity of electricity to be
transmitted or distributed to the Nominated Site;

(b) confirmation from the Settlement System Administrator, having
duly notified the Grid Operator, that it is satisfied that the
metering arrangements at the Nominated Site are compatible with
the operation of Settlement;

(c)  in the case of a Class 2 or Class 3 Trading Site
Application, other evidence demonstrating the existence of
Dedicated Assets or (as the case may be) Contiguous Assets
(including any Connection Agreements or relevant parts thereof).

                             Part D

Additional Provisions

1.   (a)  The Settlement System Administrator, the Grid Operator
and each Public Electricity Supplier shall co-operate with the
Applicants (insofar as is reasonable) to enable them to prepare
and deliver a Trading Site Application by making available (upon
reasonable notice) line diagrams relevant to the Nominated Site.

(b)  The Settlement System Administrator and the Grid Operator
shall review the Metering Systems relative to the Nominated Site
for the purposes of issuing confirmations required by the
Executive Committee and, where such confirmations are considered
appropriate by the Settlement System Administrator and the Grid
Operator, shall issue the requisite confirmations.

(c)  In relation to (a) and (b), the reasonable costs and
expenses of the Settlement System Administrator, the Grid
Operator and each relevant Public Electricity Supplier shall be
borne by the Applicants.

2.   A Nominated Site which the Executive Committee resolves
should be treated as a Trading Site (or is otherwise to be so
treated) shall cease to be treated as a Trading Site if the
Executive Committee reasonably determines that the site no longer
fulfills the conditions upon which the approval for it being so
treated was based. The Generator Applicant shall forthwith notify
the Executive Committee if the site no longer fulfills such
conditions.

                           SCHEDULE 18

           The Ancillary Services Accounting Procedure

DEFINITIONS AND INTERPRETATION

1.1  Definitions: In this Schedule, unless the context otherwise
requires, the words and expressions set out in this Section 1.1
shall bear the meanings respectively set out herein:

"ASP Budget" means any budget prepared by the Ancillary Services
Provider pursuant to Section 2.1;

"Audit Adjustments" means the aggregate value of all changes in
the Cost Base required to be taken into account by the Ancillary
Services Provider during any Accounting Period in order to give
effect to the conclusions resulting from an audit commissioned
pursuant to Clause 51.5;

"Capital Expenditure" means, in respect of any Accounting Period,
expenditure by the Ancillary Services Provider on fixed assets
required for the purposes of the Ancillary Services Business
including assets acquired on lease which are required by
generally accepted accounting principles to be capitalized;

"Cost Base" means, in respect of any Accounting Period, Total
Operating Costs for such period less Depreciation during such
period;

"Depreciation" means, in respect of any Accounting Period, the
aggregate value of all depreciation on assets owned or employed
by the Ancillary Services Provider in the Ancillary Services
Business, such assets being depreciated in accordance with the
accounting policies of the Ancillary Services Provider for such
period as stated in the audited accounts of the Ancillary
Services Provider for such period and treated as depreciation in
accordance with the terms of the Agreement;

"Efficiencies" means, in respect of any Accounting Period, the
amount (if any) by which the Cost Base in such Accounting Period
is less than the Cost Base in the immediately preceding
Accounting Period (the "First Period") after adjustments on a
pound for pound basis to any difference between such two Cost
Bases to offset movements from the Cost Base in the First Period
due to the Rate of Inflation, Audit Adjustments and any other
matters beyond the control of the Ancillary Services Provider and
changes in the accounting principles or practices of the
Ancillary Services Provider made during the Accounting Period in
question;

"Executive" means those members of the Executive Committee
representing Suppliers;

"Individual Limit" means, in respect of Capital Expenditure in
any Accounting Period, pounds 25,000, as the same may be increased from
the Effective Date by the Rate of Inflation;

"Margin" means:

(i)  in respect of each of the first three Accounting Periods,
such amount as when added to the Total Operating Costs (excluding
for this purpose any payments made by the Ancillary Services
Provider for Ancillary Services, and the price of any goods and
services referred to in Section 6.2 if the price exceeds the
aggregate cost of supplying such goods and services actually
incurred by the relevant affiliate of, or other division of, the
company of which the Ancillary Services Provider is a division)
in the relevant Accounting Period is equal to 10 per cent. of the
sum of such amount and such Total Operating Costs; and

(ii) thereafter, such margin as may be agreed between the
Executive and the Ancillary Services Provider (or, in default of
agreement, such margin as is reasonable in all the circumstances
as determined pursuant to Clause 83);

"Overall Limit" means, in respect of Capital Expenditure in any
Accounting Period, pounds 100,000, as the same may be increased from
the Effective Date by the Rate of Inflation;

"Statement of Charges" means the statement of charges required to
be submitted by the Ancillary Services Provider pursuant to
Section 2.8 in the form or substantially in the form set out in
Part 3 of the Annex or such other form as the Executive and the
Ancillary Services Provider may agree showing the total charges
to be made by the Ancillary Services Provider on all Suppliers in
accordance with this Schedule;

"Statement of Costs" means the statement of costs required to be
submitted by the Ancillary Services Provider pursuant to Section
2.4 setting out the actual and accrued expenditure incurred by
the Ancillary Services Provider in any period which shall be
substantially in the form set out in Part 2 of the Annex or such
other form as the Executive and the Ancillary Services Provider
may agree; and

"Total Operating Costs" means, in respect of any Accounting
Period or part thereof:

(i)  the total expenditure properly incurred or accrued by or on
behalf of the Ancillary Services Provider in operating the
Ancillary Services Business in such period or part thereof (other
than that referred to in (ii) and (iii) below); plus

(ii) all Depreciation in such period on all assets owned and
employed by the Ancillary Services Provider in the Ancillary
Services Business; plus

(iii)all other expenditure properly incurred or accrued during
such period which, under this Schedule, is permitted to be
included in any Statement of Costs; plus

(iv) Efficiencies which are permitted to be included in any
Statement of Costs pursuant to Section 5.4.

1.2 Interpretation:

1.2.1 In this Schedule, except where the context otherwise
requires, reference a particular Section, sub-section or
paragraph or to the Annex shall be a reference to that Section,
sub-section or paragraph of, or the Annex to, this Schedule.

1.2.2 In this Schedule the expression "Rate of Inflation" shall
have the meaning assigned to it in Schedule 4.

2.   ASP BUDGETS, STATEMENTS OF COSTS AND STATEMENTS OF CHARGES

Budgets

2.1  ASP Budgets: Not earlier than six nor later than three
months prior to the first day of each Accounting Period (other
than the first) the Ancillary Services Provider shall prepare and
submit to the Suppliers an ASP Budget for such Accounting Period.
Such ASP Budget shall be indicative only but prepared on a best
estimates basis. The ASP Budget for the first Accounting Period
shall be that set out in Part 1 of the Annex.

2.2  Contents of ASP Budgets: Each ASP Budget (other than the
first) shall compare each item or category of budgeted
expenditure shown therein with the forecast expenditure in
respect of such item or category for the remainder of the then
current Accounting Period and report any salient differences
between any such forecast expenditure and the budgeted
expenditure in respect of each such item or category in the
immediately preceding ASP Budget.

2.3  Form of ASP Budgets: Each ASP Budget shall be substantially
in the form of that set out in Part 1 of the Annex (or in such
other form as the Ancillary Services Provider and the Executive
may from time to time agree).

Statement of Costs

2.4  Statement of Costs: No later than one month following the
date in any Accounting Period of the publication of the audited
accounts for the Ancillary Services Business for the previous
Accounting Period, the Ancillary Services Provider shall prepare
and submit to each Supplier a Statement of Costs for such
previous Accounting Period. The audited accounts of the Ancillary
Services Provider and the auditors' management letter, to the
extent it relates to the economy, efficiency and effectiveness of
the Ancillary Services Provider in carrying out its dudes, shall
accompany each Statement of Costs for each entire Accounting
Period.

2.5  Form of Statement of Costs: The Statement of Costs for any
Accounting Period shall attribute actual expenditure for such
period against, inter alia, each of the categories and
sub-categories set out in the corresponding ASP Budget for such
Accounting Period.

2.6 Accompanying Report: Each ASP Budget and Statement of Costs
for an entire Accounting Period submitted to the Suppliers
pursuant to Section 2.1 or 2.4 shall be supported by a written
report of the Ancillary Services Provider commenting in
reasonable detail upon the matters comprised in the categories of
expenditure included in such ASP Budget or Statement of Costs
drawing attention to and giving reasons for any unusual
commitment or item of expenditure proposed to be incurred or
which has been incurred and, in the case of a Statement of Costs,
explaining the difference (if material) between:

2.6.1 the amount set against each item or category therein; and

2.6.2 the amount set against each corresponding item or category
in the immediately preceding ASP Budget.

2.7 Accounting Practices: Each ASP Budget and Statement of Costs
shall be prepared on the basis of the accounting principles and
practices used to draw up-the most recent audited accounts of the
Ancillary Services Provider and consistently applied. If any
Statement of Costs for an entire Accounting Period is not
prepared on such basis, the Ancillary Services Provider shall
prepare and submit to the Suppliers a pro-forma set of audited
accounts of the Ancillary Services Provider for such entire
Accounting Period which is prepared on the basis of the
accounting principles and practices used to prepare the relevant
Statement of Costs. Any changes in the accounting principles and
practices or their method of application used to prepare audited
accounts of the Ancillary Services Provider shall be noted in the
next following ASP Budget or Statement of Costs, as the case may
be.

2.8 Statement of Charges: A Statement of Charges shall accompany
each Statement of Costs.

2.9  Bad debts: The total cost of any bad debts of the Ancillary
Services Provider arising in any Accounting Period may be taken
into account by the Ancillary Services Provider in its Statement
of Costs for such Accounting Period or any subsequent Accounting
Period and accordingly recovered as part of Total Operating Costs
for any such Accounting Period.

3.  AUDITORS' OPINION

The Statement of Costs to be sent to the Suppliers pursuant to
Section 2.4 shall be accompanied by a report from the auditors of
the Ancillary Services Provider considering whether in such
auditors" opinion:

3.1  the Statement of Costs is in agreement with the underlying
books and records of the Ancillary Services Provider; and

3.2  Total Operating Costs and Depreciation have been properly
extracted from the audited financial statements.

Such auditors' report shall also contain such other matters as
the Executive may agree with the auditors of the Ancillary
Services Provider.

4.   ACCOUNTING PERIOD

The first Accounting Period shall run from (and including) 31st
March, 1990 to (and including) 31st March, 1991. Thereafter,
unless agreed by the Ancillary Services Provider and the
Executive each Accounting Period shall be for a period of twelve
months. In the event that the Ancillary Services Provider wishes
to change its accounting reference date it shall give due notice
thereof to the Executive which shall agree to enter into an
amending agreement to give effect to the same at the cost and
expense of the Ancillary Services Provider.

5.   ANCILLARY SERVICES PROVIDER'S CHARGES

5.1  Ancillary Services Provider's charges: In respect of each
Accounting Period, the Ancillary Services Provider shall be
entitled to recover from Suppliers in addition to the cost of
Ancillary Services the aggregate of:

5.1.1 Total Operating Costs for the relevant Accounting Period
(as identified by the Statement of Costs for such Accounting
Period to be submitted pursuant to Section 2.4); and

5.1.2 the Margin.

5.2 Recovery of Charges: The Ancillary Services Provider's
charges in respect of any Accounting Period shall be recovered
from the Suppliers on a daily basis in accordance with the Pool
Rules and by reference to the allocation provided therein by:

5.2.1 estimating a daily amount necessary to recover the charge
by reference to the ASP Budget and, where appropriate, any under-
or over-recovery in respect of any previous Accounting Period;
and

5.2.2 adjusting that amount by reference to any subsequent
Statement of Costs.

5.3  Revision of Estimates: If the Ancillary Services Provider
reasonably believes that the amount which will be recovered under
Section 5.2 is likely to be 10 per cent. more or less than the
amount to which it is entitled under Section 5.1 it shall, with
the consent of the Executive (such consent not to be unreasonably
withheld or delayed), revise as appropriate the estimate made in
accordance with Section.2.

5.4 Sharing of Efficiency: The Ancillary Services Provider shall
be entitled to the benefit of all Efficiencies and, accordingly,
to charge Suppliers the amount of all Efficiencies by including
them in ASP Budgets and Statements of Cost in the following
manner. The amount of any Efficiency arising in any Accounting
Period shall be identified in the Statement of Costs for such
Accounting Period submitted pursuant to Section 2.4 and shall be
taken into account in the Statement of Costs for the two
successive Accounting Periods thereafter. Accordingly, the amount
of any Efficiency may be included in any Statement of Costs for
the two Accounting Periods following that in which the Efficiency
is identified. In the Statement of Costs for the third
consecutive Accounting Period and all following Accounting
Periods thereafter the amount of such Efficiency shall be
eliminated.

6.   CORPORATE OVERHEAD CHARGES AND PURCHASES

6.1  Corporate Overhead Charges: The Ancillary Services Business
may take into account in any ASP Budget or Statement of Costs
(and consequently its charges to Suppliers) all corporate
overhead charges payable by the Ancillary Services Provider to
its immediate holding company or any other division of the
company of which it is a division provided such corporate
overhead charges are reasonable and in due proportion to the
corporate overhead charges payable by other affiliates of the
Ancillary Services Provider or divisions of the company of which
the Ancillary Services Provider is a division as reported upon by
the auditors of the Ancillary Services Provider.

6.2 Goods or services: Purchases of goods or services from
affiliates of the Ancillary Services Provider shall be on arm's
length terms.

7.   FUEL SECURITY

Except to the extent recoverable under any other provision of
this Schedule, any additional costs necessarily incurred by the
Ancillary Services Provider in running the Ancillary Services
Business during a Security Period shall be regarded as beyond the
control of the Ancillary Services Provider, which may recover the
same in full from Suppliers provided such costs have been
verified as additional costs by the auditors of the Ancillary
Services Provider. Suppliers shall be obliged to pay the actual
amount of such costs and expenses.

8.  CAPITAL EXPENDITURE

8.1 Capital Expenditure (1): The following provisions apply to
Capital Expenditure by the
Ancillary Services Provider in respect of the Ancillary Services
Business:

8.1.1 save as provided below, Capital Expenditure by the
Ancillary Services Provider which may be recovered by
Depreciation charged to Suppliers shall require the prior
approval of the Executive in writing, such approval to take into
account an appropriate sharing of the Efficiencies arising from
such Capital Expenditure;

8.1.2 Capital Expenditure which may be recovered by Depreciation
charged to Suppliers specified in any ASP Budget shall be
regarded as approved by the Executive unless the Executive
notifies the Ancillary Services Provider to the contrary within
one month after receipt of such ASP Budget;

8.1.3     in any Accounting Period the Ancillary Services
Provider may incur Capital Expenditure which may be recovered by
Depreciation charged to Suppliers without the need to consult or
obtain the approval of the Suppliers up to a maximum of the
Individual Limit for each item of Capital Expenditure and a
maximum of the Overall Limit for all items of Capital Expenditure
and, in the event of the Ancillary Services Provider incurring
such Capital Expenditure, it shall notify the Executive as soon
as practicable thereafter; and

8.1.4 the Ancillary Services Provider shall be entitled to incur
Capital Expenditure which may be recovered by Depreciation
charged to Suppliers of any amount without the need to obtain the
approval of the Executive in circumstances where:

(a)  the Ancillary Services Provider would be in breach of its
duties under the NGC Transmission License unless such Capital
Expenditure were incurred; and

(b)  it has not reached agreement with the Executive on such
Capital Expenditure within a reasonable period of time.

8.2 Capital Expenditure (2): Capital Expenditure not falling
within Section 8.1 may not be charged as Depreciation to
Suppliers.


                              ANNEX
                                
                             Part 1
                                
           ASP Budget for the First Accounting Period


                                 pounds 
Purchase of Ancillary Services   85.00
Local Overheads                  0.81
NGC Corporate Management Charge  0.48
NGC System Operations Charge     0.25
MGC Settlement Systems Charge    0.25
                                 
                                 86.79
                                 
                                 

                             Part 2
                                
                  Pro-forma Statement of Costs

Purchases of Ancillary Services

Local Overheads

NGC Corporate Management Charge

NGC System Operations Charge

NGC Settlement Systems Charge



                             Part 3
                                
                 Pro-forma Statement of Charges

                                
                                
Name      Contributory Share       Period to which charges relate       Amount
                                
                           SCHEDULE 19

                     Objective and Scope of
               the Scheduling and Dispatch Review

1.  Objective: The objective of the Scheduling and Dispatch
Review will be to establish
that:

1.1  scheduling and dispatch is carried out in accordance with
the Scheduling and Dispatch Code; and

1.2  information is entered into PORTHOLE in accordance with the
Pool Rules.

2.   Scope: The scope of the review will be to

2.1  review internal scheduling and dispatch operating procedures
for consistency with the Scheduling and Dispatch Code;

2.2  review the internal checks that the Grid Operator has
established to ensure that the operation of scheduling and
dispatch has been carried out in accordance with the procedures
referred to in Section 2.1;

2.3  perform compliance testing of the operation of the internal
checks referred to in Section 2.2;

2.4  the operating procedures in relation to the use of the BPS
GOAL program, including:

(a)  controls over the input of data and the output of data to
establish that they are appropriate to ensure an adequate level
of control; and

(b)  procedures for the retention of records of the nature and
extent of and reasons for any manual adjustments to BPS GOAL
output or where BPS GOAL is run using non-standard parameters,
for consistency with the Scheduling and Dispatch Code; perform
compliance testing of the operating procedures referred to in
Section 2.4;

2.6  review the operating procedures referred to in Sections 2.1,
2.2 and 2.4 to establish that there is no bias in favor of or
against any particular Pool Member on the part of the Grid
Operator;

2.7  review the operating procedures relating to the recording of
dispatch instructions, availability declarations, generation
offer prices and the application of reason codes and the entry of
data into PORTHOLE for consistency with the Pool Rules;

2.8  perform compliance testing of the operating procedures
referred to in Section 2.7;

2.9  review the operating procedures referred to in Section 2.1
to establish that in the call for the delivery of Ancillary
Services by the Grid Operator there is no bias in favor of or
against any particular Pool Member on the part of the Grid
Operator; review the call for the delivery of Ancillary Services;
compare the generation schedule forecast demand with actual
demand; and

2.10 review the call for the delivery of Ancillary Services;

2.11 compare the generation schedule forecast demand with actual
demand; and

2.12 review the generation schedule forecast demand for
consistency with Section OC1 of the Grid Code.

                           SCHEDULE 20

                      Accountable Interest

1.   Definitions: In this Schedule:

"Generating Unit" means any Generating Unit whether or not
situate in England or W ales;

"Operator" means, in relation to any Generating Unit, the
Authorized Electricity Operator or any other person for the time
being responsible (under contract or otherwise) for the
generation or sale of electricity from such unit;

"Own Generating Unit" means any Generating Unit the majority
beneficial ownership of which is vested in the person or an
affiliate of the person or in respect of which the person or an
affiliate of the person is the Operator; and

"Underlying Interest" means, in relation to any Generating Unit,
any interest arising by reason of the person or affiliate or any
related undertaking of the person or affiliate (whether alone or
with others):

(a)  holding or being entitled to acquire an interest in the land
on which the Generating Unit, or any part thereof, is built;
                                
(b)  being in partnership with or party to any arrangement for
sharing of profits or cost-savings or any joint venture with any
person holding or entitled to acquire an interest in the land on
which the Generating Unit, or any part thereof, is built;


(c)  owning any electrical plant situated on or operated as a
unit with the Generating Unit (and for such purpose, any
electrical plant or equipment to the possession of which the
person, affiliate or related undertaking is entitled under any
agreement for hire, hire purchase, conditional sale or loan shall
be deemed to be owned by such person) provided always that such
electrical plant shall not be deemed to be operated as a unit
with any Generating Unit by reason only of connections with any
other system for the transmission or distribution of electricity;
or

(d)  having obtained any consent under section 36 of the Act
required for the construction or extension of the Generating Unit
or any part thereof.

2.   Accountable Interests: The rules for determining whether or
not any person has an Accountable Interest in any Generating Unit
and, if so, the MW in respect of which that person shall be
treated as having such an Accountable Interest shall, subject to
the following sections of this Schedule, be ascertained in such
manner as the Executive Committee with the approval of the
Director may determine being the appropriate share (namely the
share representing that person's economic interest therein) in
the declared net capacity of any Generating Unit.

3.  Net capacity: There shall be attributed to the person the
whole of the declared net
capacity represented by any Own Generating Unit.

4.  Determination of Accountable Interest: For the purposes of
this Schedule and subject to Section 5, the person shall have an
Accountable Interest in a Generating Unit (not being an Own
Generating Unit) in circumstances where:

4.1  the Operator is a related undertaking of the person or any
affiliate of the person; or

4.2  the person or any affiliate of the person is in partnership
with or is party to any arrangement for sharing profits or
cost-savings or any joint venture with the Operator or with any
third party with regard to the Operator; or

4.3  the person or any affiliate of the person has (directly or
indirectly):

(a) any beneficial shareholding interest in the Operator; or

(b) any beneficial Underlying Interest in the Generating Unit; or

(c) provided or agreed to provide finance to the Operator
otherwise than on arm's length terms; or

(d) provided or agreed to provide, or has determined or is
responsible for determining the price (or other terms affecting
the financial value) of, the fuel used in the Generating Unit.

5.   No Accountable Interest: The person shall not be deemed to
have an Accountable Interest in a Generating Unit where:

5.1  such Generating Unit is owned and operated by NGC under a
license granted pursuant to section 6 of the Act; or

5.2  the person's interest arises wholly under the terms of the
Agreement or under any electricity purchase or sale contract; or

5.3  the person's interest arises solely by virtue of
arrangements for the sharing with the Operator of any Generating
Unit of the risks associated with changes in the price of fuel
used by the Generating Unit during the term of any contract for
the provision of electricity from the Generating Unit to the
person.

6.  Amount of Capacity: The Pool Member submitting an Admission
Application shall
provide to the Executive Committee and the Director a statement
identifying (in such detail and with such supporting documents or
information as the Executive Committee or the Director may
require) the amount of capacity in MW represented by the
Registered Capacity of Generating Units in which any person who
has an Accountable Interest in the Generating Unit which is the
subject of the Admission Application, including the Pool Member,
has an Accountable Interest, as at the date of the statement.

7.   Alternative Basis of Calculations: Where the Executive
Committee or the Director is satisfied that the basis of
calculation used by the Pool Member is not in conformity with
this Schedule, the Executive Committee or the Director may issue
directions specifying an alternative basis of calculation, and
the basis of calculation provided by the Pool Member shall be
adjusted accordingly with effect from the date of issue of the
directions or such other date as may be specified in the
directions.

                           SCHEDULE 21

                     METER OPERATOR SCHEDULE

                             PART 1

                          PRELIM INARY

1.  INTRODUCTION

1.1  Definitions and constructions: The Parties and Meter
Operator Parties expressly agree and acknowledge that the words
and expressions listed below, and which are used for the purposes
of this Schedule, shall not be capable of amendment without the
consent of Meter Operator Parties, but that any word or
expression which is not so listed in this Schedule but is a
definition for the purposes of this Agreement and is used
primarily for parts of this Agreement other than this Schedule
shall, subject to paragraph 2.2.3 and without prejudice to
paragraph 2.5, be capable of being amended without such consent
notwithstanding that it may also be used in this Schedule:

Active Energy;
Active Power;
Agreed Procedure;
Agreed Procedures Index;
Code of Practice;
Communications Equipment;
Embedded Non-Franchise Site;
Equipment Owner;
Exports;
FMS Codes of Practice;
FMS Date;
FMS Metering Equipment;
FMS Trading Date;
Force Majeure;
Generic Dispensations;
Good Industry Practice;
Host PES;
Imports;
Invitee;
License Restricted Party;
Meter;
Metering Equipment;
Metering System;
Meter Operator Admission Application;
Meter Operator Party;
Meter Operator Party Accession Agreement;
Meter Operator Party Resignation Notice;
MVAr Metering Equipment;
New Meter Operator Party;
Non-Pooled Generator Operator;
Outstation;
Potential Operator;
Reactive Energy;
Reactive Power;
Register;
Registrant;
Second Tier Customer;
Substantial Part;
Synopsis of Metering Codes;
Tariff or relevant Tariff;
Tariff Operator; and
Third Parties.

1.2 Interpretation: Wherever a reference is made in this Schedule
to a Meter Operator
Party or to an Operator, such reference shall be to a Meter
Operator Party in its capacity as such Meter Operator Party or,
where the context so requires, to an Operator in its capacity as
Operator, but shall not refer to the person which is that Meter
Operator Party or Operator in, and shall be in all cases without
prejudice to, any other capacity in which such person may be
party to this Agreement.

1.3  Agreed  Procedures and Codes of Practice:

1.3.1Each of the Parties and each of the Meter Operator Parties
undertakes to comply with the Agreed Procedures and the Codes of
Practice insofar as applicable to it.

1.3.2The Settlement System Administrator shall retain copies of
all Agreed Procedures and Codes of Practice and of any other
documentation referred to in such Agreed Procedures or Codes of
Practice and shall provide a copy of all or any thereof to any
Party or Meter Operator Party on request and may make a
reasonable charge for such provision.

1.3.3 Notwithstanding the absence from time to time of its
express consent, each Meter Operator Party hereby expressly
acknowledges and agrees to be bound by the provisions contained
in this Agreement which govern the method by which all Agreed
Procedures and Codes of Practice may be, from time to time,
changed or substituted and which determine the meaning in any
given context of the terms the "relevant Agreed Procedure" and
the "relevant Code of Practice".

1.4 Agreed Procedures and Codes of Practice: Referral to the
Director:

1.4.1 Without prejudice to paragraph 1.3.3, where any Meter
Operator Party considers that any change proposed to be made to
any Agreed Procedure or to any Code of Practice would have a
material adverse effect on its rights and liabilities as a
registered Operator, a Potential Operator or Tariff Operator as
set out in this Schedule (the "proposed change"), it shall have
the right in the prescribed time limits to refer the matter in
writing to the Director (such referral to be copied to the
Executive Committee) who shall determine, taking into account the
views expressed by the Executive Committee and any Parties
referred to below in this paragraph, whether such proposed change
has such a material adverse effect. The Director's determination
shall be final and binding for all purposes.

1.4.2For the purposes of enabling any Meter Operator Party to
appeal to the Director against a proposed change to any Agreed
Procedure or Code of Practice in accordance with paragraph 1.4.1,
the Executive Committee shall give all Parties, Meter Operator
Parties and the Director notice of the proposed changes at least
fourteen clear days prior to the implementation of such proposed
change in accordance with the provisions of this Agreement.

1.4.3If an appeal to the Director against a proposed change to
any Agreed Procedure or Code of Practice is made within 14 days
after notification by the Executive Committee pursuant to
paragraph 1.4.2, the change shall not come into effect until the
determination of the Director has been made and then subject to
paragraph 1.4.4. If no appeal is made within the said 14 days,
the change shall come into effect on the expiration of that
period (or such later date as the Executive Committee may
determine).

1.4.4The Director shall within 28 days of receipt of a referral
(or within such extended period as the Director shall have
notified to the Executive Committee within that 28 day period as
being necessary to enable him to reach a considered
determination) pursuant to paragraph 1.4.1 make the determination
referred to therein giving supporting reasons and:

(i)  if the determination of the Director is that the proposed
change does not have a material adverse effect upon the rights
and liabilities as set out in Schedule 21 of the appellant Meter
Operator Party as registered Operator, as Potential Operator or
as Tariff Operator then the proposed change shall come into
effect in accordance with the provisions of this Agreement; and

(ii) if the determination of the Director is that the proposed
change does have a material adverse effect upon the rights and
liabilities as set out in Schedule 21 of the appellant Meter
Operator Party as registered Operator, as Potential Operator or
as Tariff Operator, the Director may require that the proposed
change not come into effect (in which case such proposed change
shall not come into effect) or require that modifications be made
to the proposed change to obviate or mitigate such material
adverse effect. In the latter case the Executive Committee and
each Party whose consent is required to the relevant amendment to
that Agreed Procedure or, as the case may be, Code of practice,
shall take all reasonable steps to implement any decision of the
Director (for which reasons shall be given) requiring changes to
be made to such Agreed Procedure or Code of Practice with the
purposes of obviating or, where the Director considers
appropriate, mitigating such material adverse effect on such
Meter Operator Party.

2.   AMENDMENTS AND MODIFICATIONS

2.1  Obligations: The Parties and Meter Operator Parties
expressly acknowledge and agree that each Meter Operator Party is
bound only to the extent of the obligations which are expressly
set out or referred to in this Schedule (including those
provisions incorporated herein by reference in paragraph 24) and
not by any other provision of this Agreement. Each Meter Operator
Party agrees to comply with the provisions of this Schedule
(including those provisions of this Agreement incorporated herein
by reference in paragraph 24). The Parties and Meter Operator
Parties further expressly agree that any Meter Operator Party (in
its capacity as such) shall be conferred only with such rights in
respect of this Agreement as are expressed to be conferred on it
as Operator or Meter Operator Party pursuant to provisions which
are expressly set out in this Schedule (including those
provisions incorporated herein by reference in paragraph 24) or
are definitions listed in paragraph 1.1.

2.2 Consent:

2.2.1The consent or agreement of any Meter Operator Party shall
not be required to any modification, abrogation, amendment or
suspension of any provision of this Agreement which is not
expressly set out in this Schedule (and for this purpose the
provisions of this Agreement incorporated herein by reference in
paragraph 24 shall be deemed to be not set out in this Schedule)
or which is not a definition listed in paragraph 1.1. Each Meter
Operator Party hereby irrevocably waives any rights which it
might be considered or held to have to consent or agree to any
such modification, abrogation, amendment or suspension.

2.2.2 Where under paragraph 2.2.1 a Meter Operator Party would
otherwise have a right to consent or agree to a modification,
abrogation, amendment or suspension of a provision of this
Agreement then that consent or agreement shall not be required in
circumstances where the consent or agreement of any Party (not
being the Settlement System Administrator, the Grid Operator, the
Ancillary Services Provider or the Pool Funds Administrator) is
also not required under this Agreement to such modification,
abrogation, amendment or suspension.

2.2.3   A Meter Operator Party whose consent or approval need not
by virtue of this paragraph 2 be sought or obtained to any
modification, abrogation, amendment or suspension of any
provision of this Agreement may refer the matter to the Director
as if it were a referral under and in accordance with paragraph
1.4 (and such that the provisions of that paragraph shall apply
mutatis mutandis to such referral) provided that in reaching any
determination as to -whether the proposed change shall come into
effect the Director shall consider the nature of the changes upon
Meter Operator Parties as a class and shall not have locus stand)
to consider any perceived or actual prejudice as an individual
Meter Operator Party.

2.3 Authorization to amend: Without prejudice to paragraphs 2.1
and 2.2, each Meter Operator Party hereby unconditionally and
irrevocably authorizes and instructs the Chief Executive and each
person authorized for the purpose by the Executive Committee to
sign on its behalf amending agreements to this Agreement, to
execute any agreement which modifies, abrogates, amends or
suspends any provision of this Agreement in circumstances where
such Meter Operator Party's consent or approval is not required,
and undertakes not to withdraw, qualify or revoke such authority
and instruction at any time.

2.4 Notification: The Executive Committee shall notify each Meter
Operator Party of all amendments, modifications, abrogations and
suspensions which are made to this Agreement for which the
consent or agreement of such Meter Operator Party is not
required.

2.5 Further rights: The Executive Committee shall from time to
time consider any representations which Meter Operator Parties
may make to the effect that there are provisions set out in the
Agreement but not in this Schedule 21 and, accordingly, in
respect of which Meter Operator Parties are not conferred with
rights by virtue of this paragraph 2, which are operating in a
manner which is having a material effect on the rights and
liabilities of such Meter Operator Parties as set out herein. The
Executive Committee shall consider whether, and the extent to
which (if at all), such provisions should be recommended for
incorporation into this Schedule 21.
                                
                             PART 2

               ADMISSION, RESIGNATION AND REMOVAL

3.  ADMISSION

3.1 General: Subject to the following provisions of this
paragraph 3, the Parties and the Meter Operator Parties shall
admit as an additional party for the purposes of this Schedule
only, on the terms set out in paragraph 2, any person (the "New
Meter Operator Party") who applies to be admitted in the capacity
of Meter Operator Party.

3.2 Procedure for admission: Admission Application: A New Meter
Operator Party wishing to be admitted as an additional party for
the purposes only of this Schedule, on the terms set out in
paragraph 2 hereof, shall complete a Meter Operator Party
Admission Application and shall deliver it to the Executive
Committee together with the fee (which shall be non-refundable).

3.3 Procedure for admission as Meter Operator Party: Executive
Committee response:

3.3.1Upon receipt of any Meter Operator Party Admission
Application duly completed the Executive Committee shall notify
all Parties, Meter Operator Parties and the Director of such
receipt and of the name of the New Meter Operator Party.

3.3.2 Any Pool Member may by written notice to the Executive
Committee, stating the grounds for the objection, object to the
admission of any person in respect of which a Meter Operator
Party Admission Application has been received by the Executive
Committee and where any such notice of objection is received the
Executive Committee:

(i)  in the case of an application which the Executive Committee
considers, taking into account any objection made pursuant to
this paragraph, to be frivolous or vexatious, may reject such
application and such rejection shall on that application be final
and binding and there shall not be conferred upon the relevant
New Meter Operator Party, by virtue of such rejection, any
further right of appeal to the Director in respect thereof; or

(ii) in the case of an application which the Executive Committee
does not consider, taking into account any objection made
pursuant to this paragraph, to be frivolous or vexatious, shall
refer the matter to the Director for determination and the
provisions of paragraph 3.4 shall apply to such determination.

Any objection to be effective must be received by the Executive
Committee within 7 days of notification by the Executive
Committee of the relevant Meter Operator Party Admission
Application in accordance with paragraph 3.3.1 (the "objection
period"), and the Executive Committee shall disregard any notice
of objection which is received outside the prescribed period. Any
notice of objection shall be copied by the Executive Committee
upon its receipt to all Parties, Meter Operator Parties and the
Director.

3.3.3 Within 7 days of the expiration of the objection period
(the "consideration period") the Executive Committee shall notify
the New Meter Operator Party and the Director either:

(a)  that the New Meter Operator Party shall be admitted as a
Meter Operator Party, in which event the provisions of paragraph
3.5 shall apply; or

(b)  that the Executive Committee has received an objection, or
objections, to the admission of that New Meter Operator Party
and, on the basis thereof, considers the application to be
frivolous or vexatious and for that reason is rejecting the
application without further right of appeal; or

(c)  that the Executive Committee has received an objection, or
objections, to the admission of that New Meter Operator Party in
accordance with paragraph 3.3.2 and has referred the matter to
the Director in accordance with paragraph 3.4.

If the Executive Committee shall fail so to notify the New Meter
Operator Party and the Director, the New Meter Operator Party may
within 7 days after the expiration of the consideration period
refer the matter to the Director pursuant to paragraph 3.4, in
which event the provisions of that paragraph shall apply.

3.4  Procedure for application: Reference to the Director:

3.4.1 If:

(a)  a notice of objection or notices of objection to the
admission of the New Meter Operator Party as a Meter Operator
Party within the objection period has (or have) been received and
the Executive Committee has not notified the New Meter Operator
Party that it is rejecting its application on the basis that
those objections demonstrate that the relevant application is
frivolous or vexatious; or

(b)  the Executive Committee shall have failed to notify the New
Meter Operator Party as provided in paragraph 3.3.3 within the
consideration period, the matter may be referred by way of
written application of the New Meter Operator Party, copied to
the Executive Committee, to the Director for determination. The
determination of the Director, which shall be made within 28 days
after receipt of the said written application and shall be to the
effect that the New Meter Operator Party should or should not be
admitted as a Meter Operator Party for the purposes of this
Schedule, shall be final and binding for all purposes. The
Director shall publish reasons supporting his determination.

3.4.2

(a)  If the determination is to the effect that the New Meter
Operator Party should be admitted as a Meter Operator Party, the
New Meter Operator Party shall be admitted and the provisions of
paragraph 3.5 shall apply.

(b)  If the determination is to the effect that the New Meter
Operator Party should not be admitted as a Meter Operator Party,
the New Meter Operator Party's application for admission shall
lapse and be of no effect and the New Meter Operator Party shall
not be, and shall not be entitled to be, admitted as a Meter
Operator Party consequent upon such application (but without
prejudice to any new application it may make thereafter).

3.5 Admission: If:

3.5.1 the Executive Committee shall notify the New Meter Operator
Party and the Director as provided in paragraph 3.3.3(a); or

3.5.2 the New Meter Operator Party is to be admitted as a Meter
Operator Party pursuant to paragraph 3.4,

the Executive Committee shall forthwith prepare or cause to be
prepared a Meter Operator Party Accession Agreement. Subject to
the Executive Committee making all notifications and filings (if
any) required of it for regulatory purposes and obtaining all
regulatory consents and approvals (if any) required to be
obtained by it, the Executive Committee shall instruct the Chief
Executive or another person authorized by the Executive Committee
for the purpose to prepare a Meter Operator Party Accession
Agreement and to sign and deliver the Meter Operator Party
Accession Agreement on behalf of all Parties and Meter Operator
Parties other than the New Meter Operator Party and the New Meter
Operator Party shall also execute and deliver the Meter Operator
Party Accession Agreement and, on and subject to the terms and
conditions of the Meter Operator Party Accession Agreement, the
New Meter Operator Party shall become a Meter Operator Party on
the terms set out in paragraph 2, for the purposes of this
Schedule, with effect from the date specified in such Meter
Operator Party Accession Agreement (and, if no such date is so
specified, the date of such Meter Operator Party Accession
Agreement). The New Meter Operator Party shall pay all costs and
expenses associated with the preparation, execution and delivery
of its Meter Operator Party Accession Agreement. Each Party and
Meter Operator Party hereby authorizes and instructs the Chief
Executive and each person authorized for the purpose by the
Executive Committee to sign on its behalf Meter Operator Party
Accession Agreements and undertakes not to withdraw, qualify or
revoke such authority and instruction at any time. The Executive
Committee shall promptly notify all Parties and Meter Operator
Parties and the Director of the execution and delivery of each
Meter Operator Party Accession Agreement.

3.6 Additional Agreements: Upon and as a condition of admission
as a Meter Operator Party, a New Meter Operator Party shall
execute and deliver such further agreement and documents and
shall do all such other acts, matters and things as the Executive
Committee may reasonably require.

3.7 Application fees. All fees received by the Executive
Committee in respect of any application by a New Meter Operator
Party to become a Meter Operator Party shall be used to defray
the costs and expenses of the Executive Committee and shall be
paid to such account as the Executive Committee may direct. The
application fee shall be pounds 250 or such other amount as the
Executive Committee may, with the prior approval of the Director,
from time to time prescribe.

3.8 Acknowledgment that provisions not exhaustive of being
Operator: The compliance by any person with the provisions of
this paragraph 3 with regard to its admission as a Meter Operator
Party shall not of itself mean that all things have been done and
agreements or arrangements have been entered into with other
Parties and persons such that the duly admitted Meter Operator
Party is entitled or enabled to comply as an operational,
physical or legal matter with its obligations, or to enjoy its
rights, as an Operator under this Schedule and the provisions of
this Schedule shall always be without prejudice to the rights and
obligations of such Meter Operator Party under any other
agreement or arrangement with such other Parties or persons.

3.9 Compliance: Each Meter Operator Party shall procure that for
so long as it is a Meter Operator Party it shall at all times
satisfy or otherwise comply with the admission conditions set out
in its Meter Operator Party Admission Application applicable to
it (and/or such further or other conditions as the Executive
Committee may from time to time reasonably specify) and upon
request from time to time shall promptly provide the Executive
Committee with evidence reasonably satisfactory to the Executive
Committee of such satisfaction and compliance.

3.10 Change of capacities:

3.10.1 Any Meter Operator Party admitted as an additional party
pursuant to this paragraph 3 may apply, whether in substitution
for or in addition to being a Meter Operator Party, to become a
Party to this Agreement in accordance with Clause 3 of this
Agreement and, if appropriate, a Pool Member in accordance with
Clause 8 of this Agreement. Such Meter Operator Party shall only
be entitled to become a Party and, as the case may be, Pool
Member in accordance with those provisions of this Agreement.

3.10.2 Subject to the transitional arrangements set out in
paragraph 23, any Party to this Agreement may, upon application
to the Executive Committee and satisfaction of such conditions
(if any) as the Executive Committee may reasonably require,
whether in substitution for or in addition to being a Party,
become a Meter Operator Party for the purposes of and on the
terms set out in this Schedule.

4.   REGISTRATION OF OPERATORS

4.1 Registration: Subject to Clause 60.4, the identity of the
Operator for each Metering System which the Settlement System
Administrator shall take into account for the purposes of
Settlement and which shall be the Operator for all purposes of
this Schedule shall be as notified to the Settlement System
Administrator in accordance with this Schedule and as recorded by
it, for the time being and from time to time, in the Register.

4.2 Who can be Operator: The operator of any Metering System
proposed to be registered with the Settlement System
Administrator or the new operator of any Metering System already
so registered shall be either:

4.2.1 the Meter Operator Party specified as such in a notice
served by it upon the Settlement System Administrator in
accordance with the relevant Agreed Procedure and which has
acknowledged its appointment therein; or

4.2.2 where no Meter Operator Party is specified pursuant to
paragraph 4.2.1 or such Meter Operator Party has not acknowledged
its appointment, the Registrant deemed to be Operator pursuant to
Clause 60.4.4 in accordance with the provisions thereof.

4.3 Consents: Subject to Clause 60.4.9, no person shall be the
Operator of a Metering System without the prior written consent
of:

(i)  the person (if not the Operator or Registrant in respect
thereof) which is at that time the Equipment Owner;

(ii) in the case of a Metering System to be operated in respect
of supplies to a Second Tier Customer, and if different from the
Equipment Owner, that Second Tier Customer; and

(iii)in the case of a Metering System to be operated in respect
of supplies from a Non-Pooled Generator, and if different from
the Equipment Owner, that Non-Pooled Generator.

The Registrant in respect of that Metering System shall provide
evidence of such consent to the Executive Committee and to the
Settlement System Administrator at the time of the registration
of that Meter Operator Party as Operator in respect of such
Metering System. The Settlement System Administrator shall not
register as an Operator in respect of such Metering System any
person in respect of which evidence of consent of the Equipment
Owner, and where applicable and where different, the relevant
Second Tier Customer or Non-Pooled Generator, is required but has
not been so provided. Where no such evidence or insufficient
evidence is provided the Settlement System Administrator shall
notify the relevant Meter Operator Party accordingly.

4.4  Power to prescribe new registration

4.4.1 The Executive Committee shall have the power to prescribe,
from time to time, such further conditions to be imposed upon the
registration of any Meter Operator Party as an Operator under
this Schedule as it shall consider appropriate with the consent
of the Meter Operator Parties. In the case of a Meter Operator
Party, such consent shall not be unreasonably withheld or delayed
and notification of such consent or reheal to consent shall be
made to the Executive Committee within 7 days of its consent
being requested. If any Meter Operator Party refuses to consent
or does not consent within the prescribed 7 day period, the
Director shall determine whether such consent was unreasonably
withheld.

4.4.2 The conditions to be imposed pursuant to paragraph 4.4.1
shall be as specified from time to time in an Agreed Procedure
and each Operator shall be required, upon the bringing into
effect of new or revised conditions, to demonstrate to the
satisfaction of the Executive Committee in accordance with the
provisions of such Agreed Procedure, the ability to comply with
the standards laid down therein.

4.4.3 Any Operator which is not able to demonstrate compliance
with such revised standards in accordance with paragraph 4.4.2
shall at the time specified in that Agreed Procedure cease to be
a Meter Operator Party for the purposes hereof, but such
cessation shall be without prejudice to any right to make a
future application to become a Meter Operator Party or Operator
in accordance with the provisions of this Schedule.

5.   RESIGNATION

5.1  Resignation as Meter Operator Party: Subject as provided in
paragraph 5.2:

5.1.1a Meter Operator Party shall be entitled at any time to
resign as a Meter Operator Party by delivering a Meter Operator
Party Resignation Notice to the Secretary; and

5.1.2 such resignation shall take effect 28 days after receipt of
the Meter Operator Party Resignation Notice by the Secretary.

Promptly after receipt of a duly completed Meter Operator Party
Resignation Notice from a Meter Operator Party, the Secretary
shall notify (for information only) all of the other Parties,
Meter Operator Parties, the Executive Committee and the Director
of such receipt and of the name of the Meter Operator Party
wishing to resign.

5.2  Restrictions on resignation: A Meter Operator Party may not
resign as a Meter Operator Party (and any Meter Operator Party
Resignation Notice delivered pursuant to paragraph 5.1.1 shall
lapse and be of no effect) unless:

(i)  as at the date its resignation would otherwise become
effective all sums due from such Meter Operator Party to the
Executive Committee or any other Party or Meter Operator Party
under this Agreement or any agreement entered into pursuant to
and in accordance with this Agreement (whether by or on behalf of
such Meter Operator Party) and notified for the purposes of this
paragraph 5.2 by the Executive Committee to such Meter Operator
Party prior to the date of its resignation have been paid in
full; and

(ii) the Meter Operator Party is not registered as the Operator
in respect of any Metering System.

5.3 Resignation as an Operator:

5.3.1  An Operator shall be entitled at any time to resign as
Operator of a Metering System by service of a duly completed
notice in the form prescribed by the relevant Agreed Procedure
upon the Settlement System Administrator.

5.3.2 Such resignation shall take effect (unless otherwise agreed
with the Settlement System Administrator) on the date specified
therein which shall be no earlier than the date specified in the
relevant Agreed Procedure.

5.3.3 The Settlement System Administrator shall notify the
relevant Registrant and, where applicable, Host PES of receipt by
it of a notice pursuant to this paragraph 5.3 within one working
day following such receipt.

5.4  Release as a Meter Operator Party: Without prejudice to
Clause 66.7 as incorporated into this Schedule by paragraph 24
hereof and its accrued rights and liabilities and its rights and
liabilities which may accrue in relation to the period during
which it was a Meter Operator Party under this Schedule pursuant
to paragraph 2 hereof or to any agreement referred to in
paragraph 5.2, upon a Meter Operator Party's resignation becoming
effective in accordance with paragraph 5.1:

5.4.1 such Meter Operator Party shall be automatically released
and discharged from all its obligations and liabilities in its
capacity as Meter Operator Party under this Schedule and any
agreement referred to in paragraph 5.2; and

5.4.2 each of the other Parties and Meter Operator Parties shall
be automatically released and discharged from its obligations and
liabilities to such Meter Operator Party in its capacity as Meter
Operator Party under this Schedule and any agreement referred to
in paragraph 5.2.

Each Meter Operator Party shall promptly at its own cost and
expense execute and deliver all agreements and other
documentation and do all such other acts, matters and things as
may be necessary to confirm such cessation, release and
discharge.

6.  REMOVAL AND CESSATION

6.1  Removal as Operator by Registrant: Without prejudice to any
rights under any other agreement between any Operator and any
other person (which the Settlement System Administrator shall not
be obliged to take into account or acknowledge for the purposes
of this Agreement) and without prejudice to its accrued rights
and liabilities and its rights and liabilities which may accrue
in relation to the period during which it was Operator pursuant
to this Schedule, the Registrant of any Metering System may
remove the Operator of such Metering System upon service of a
duly completed notice in the form prescribed by the relevant
Agreed Procedure to be served upon the Settlement System
Administrator (with a copy to be served upon the relevant Second
Tier Customer (if any) or Non-Pooled Generator (if any)) and such
notice to take effect (unless otherwise agreed with the
Settlement System Administrator) on the date specified therein
which shall be no earlier than the date specified in the relevant
Agreed Procedure. The Settlement System Administrator shall
notify the relevant Operator and, where applicable, Host PES of
the receipt by it of a notice pursuant to this paragraph 6.1
following such receipt.

6.2 Removal as Operator or Meter Operator Party for cause:
Subject:

6.2.1 to good cause for the removal of a Meter Operator Party as
(i) Operator in respect of one or more, but not all, Metering
Systems in respect of which it is the Operator, or (ii) as Meter
Operator Party in respect of all, but not some, Metering Systems
in respect of which it is the Operator, having been demonstrated
to the satisfaction of the Executive Committee; and

6.2.2  as provided in paragraphs 6.3 and 6.4,

an Operator (where removal is in respect of one or more, but not
all, such Metering Systems) or, as the case may be, a Meter
Operator Party (where removal is in respect of all such Metering
Systems), may at any time be removed by:

(a)  resolution of the Executive Committee passed by a majority
of not less than 75% of the total votes of all Committee Members
which may be exercised whether or not any such Committee Member
is present in accordance with the provisions of this Agreement;
and

(b)  the giving by the Executive Committee to the Operator or, as
the case may be, Meter Operator Party after such resolution has
been passed or deemed effective (which the Executive Committee
shall promptly do) of not less than 28 days' notice in writing of
such removal.

6.3  Good cause for removal: Good cause for the purposes of
paragraph 6.2.1 may include the following:

6.3.1the failure by the Operator or Meter Operator Party as
Operator in any persistent, material respect or in any single,
major respect to perform or comply with any of the obligations
expressed to be assumed by it under this Schedule and such
default (if capable of remedy) is not remedied within a
reasonable period of time after the Executive Committee has given
notice to that Operator or, as the case may be, Meter Operator
Party of the occurrence thereof and requiring the same to be
remedied; and

6.3.2 in the case of removal as a Meter Operator Party, where a
Meter Operator Party:

(a)  is unable to pay its debts (within the meaning of section
123(1) or (2) of the Insolvency Act 1986) or has any voluntary
agreement proposed in relation to it under section 1 of that Act
or enters into any scheme of arrangement (other than for the
purpose of reconstruction or amalgamation upon terms and within
such period as may previously have been approved in writing by
the Executive Committee);

(b)  has a receiver (which expression shall include an
administrative receiver within the meaning of section 29 of the
Insolvency Act 1986) of the whole or any material part of its
assets or undertaking appointed;

(c)  has an administration order under section 8 of the
Insolvency Act 1986 made in relation to it;

(d)  passes any resolution for winding-up other than a resolution
previously approved in writing by the Executive Committee; or

(e)  becomes subject to an order by the High Court for
winding-up.

For the purposes of paragraph (a) above the Meter Operator Party
shall not be deemed to be unable to pay its debts if any such
demand as is mentioned in the said section is being contested in
good faith by the Meter Operator Party with recourse to all
appropriate measures and procedures.

For the avoidance of doubt, the Parties and Meter Operator
Parties hereby acknowledge and agree that a resolution of the
Executive Committee to remove the Operator as Operator or a Meter
Operator Party as Meter Operator Party shall not, of itself,
constitute good cause.

6.4   Referral to the Director: An Operator or, as the case may
be, a Meter Operator Party may in writing within the 28 day
period referred to in paragraph 6.2(b) refer a decision of the
Executive Committee to remove it for cause pursuant to paragraph
6.2 to the Director. Where such referral is made in accordance
with this paragraph 6.4, the removal of such Meter Operator Party
as Operator or, as the case may be, Meter Operator Party for
cause shall not become effective until such time as the Director
determines, in accordance with paragraph 6.5, that good cause
exists for such removal.

6.5   Determination by Director: The Director, upon any referral
being made pursuant to paragraph 6.4, shall determine whether
there is good cause within the meaning of this paragraph 6 for
the removal of such Meter Operator Party as Operator or, as the
case may be, as Meter Operator Party, within 28 days of the
receipt of the written referral of the decision of the Executive
Committee. Any decision of the Director that there is, or is not,
good cause for removal shall be final and binding on the Parties
and Meter Operator Parties. Where the Director determines that
there is not good cause for the removal of a Meter Operator
Party, the relevant decision of the Executive Committee shall
lapse and cease to be effective and such Meter Operator Party
shall not be removed as Operator or, as the case may be, Meter
Operator Party by virtue of the passing of that resolution.

6.6 Notification of removal: Within 7 days of any Operator or
Meter Operator Party being removed for cause in accordance with
the provisions of this paragraph 6, the Secretary shall notify
all Parties, Meter Operator Parties, relevant Second Tier
Customers, relevant Non-Pooled Generators and the Director in
accordance with the provisions of this Agreement of the identity
of the relevant Operator or, as the case may be, Meter Operator
Party and of the fact of its removal.

6.7 Right to representation: Any Party or Meter Operator Party
against whom the Executive Committee is considering exercising
powers pursuant to this paragraph 6 shall have the right to
representation at any meeting of the Executive Committee which
considers the exercise of such powers.

6.8 Cessation as Operator: An Operator of any Metering System
shall cease to be the Operator therefor when the Plant or
Apparatus in respect of such Metering Equipment ceases to be
connected at the relevant Site.

6.9 Cessation as Meter Operator Party: Without prejudice to any
rights under any other agreement between an Operator and any
other person (which the Settlement System Administrator shall not
be obliged to take into account or acknowledge for the purposes
of this Agreement) and without prejudice to its accrued rights
and liabilities and its rights and liabilities which may accrue
in relation to the period during which it was a Meter Operator
Party under this Schedule, an Operator shall cease to be a Meter
Operator Party where it has not been registered by the Settlement
System Administrator (save in the case of manifest error or bad
faith on the part of the Settlement System Administrator) as an
Operator in respect of any Metering System registered with the
Settlement System Administrator for any consecutive period of
fifteen months.

6.10 Termination of Rights and Obligations under this Agreement:
A Meter Operator Party shall only cease to be party to this
Agreement in the capacity as a Meter Operator Party in the
circumstances and to the extent specified in either paragraph 4,
5 or 6.

6.11 Rights and liabilities as Party: Where any Party which is
also a Meter Operator Party resigns as, is removed as, or ceases
to be, a Meter Operator Party for the purposes of, and in
accordance with, this Schedule, such resignation, removal or
cessation shall be without prejudice to all past, present and
future accrued and accruing rights and liabilities of that Party
as Party in any capacity whatsoever other than as Meter Operator
Party.

6.12 Paragraph exhaustive: The Parties and Meter Operator Parties
agree that the foregoing provisions of this paragraph 6, when
read with the provisions referred to in this paragraph, are
exhaustive of cessation as a Meter Operator Party and of
cessation of rights and liabilities as a Meter Operator Party.

                             PART 3

                METER OPERATOR'S RESPONSIBILITIES



7.  OBLIGATION TO ENSURE COMPLIANT METERING EQUIPMENT

7.1 General Obligation and Commercial Boundary:

7.1.1 There must always be one and, at any point in time, no more
than one Operator for each Metering System which is registered
with the Settlement System Administrator.

7.1.2   All Metering Systems at the site of a Non-Pooled
Generator, which are part of the same Metering Equipment, must
have the same Operator.

7.1.3 Each Operator shall ensure there is installed a Metering
System complying with the provisions of this Schedule and Part XV
of this Agreement which meets the required levels of accuracy at
the commercial boundary at each Site for which it is the Operator
and which is as close as reasonably practicable to that
commercial boundary taking into account relevant financial
considerations. The Parties and Meter Operator Parties
acknowledge and agree that Metering Equipment at Power Stations
either existing or under construction at the Effective Date might
not be situated at the commercial boundary. In such cases, loss
adjustment factors may be applied after the Effective Date
subject to it being demonstrated to the reasonable satisfaction
of the Settlement System Administrator that such loss adjustment
factors have been correctly derived.

7.1.4 To the extent that the required levels of accuracy referred
to in paragraph 7.1.3 depend upon associated current and voltage
transformers which are not in the ownership or control of the
relevant Operator, the relevant Equipment Owner agrees to take
reasonable steps to assist the Operator in complying with its
obligations under paragraph 7.1.3 by the maintenance and repair
of such current and voltage transformers in accordance with the
provisions of this Schedule provided that this paragraph 7.1.4
shall be without prejudice to any right to charge for the same
and provided further that an Equipment Owner shall not be
required by this paragraph 7.1.4 to take steps which would cause
it to be in breach of its obligations under its License, its
Nuclear Site License (as defined in paragraph 21.9(a)), the Grid
Code or any Distribution Code.

7.2 Description of Metering Equipment:

7.2.1 Metering Equipment and its component parts shall comply, as
a minimum, with the requirements referred to or set out in any
relevant Code of Practice or shall be the subject of, and comply
with, a dispensation agreed in accordance with paragraph 14.

7.2.2 Metering Equipment comprising a Metering System shall use
such communication protocols selected, with the approval of the
Settlement System Administrator, as appropriate for that Metering
Equipment from a list of communication protocols approved and
maintained from time to time by the Settlement System
Administrator.

7.3  Accuracy of Metering Equipment:

7.3.1 The Metering Equipment comprising any Metering System shall
be accurate within the prescribed limits for such Metering
Equipment referred to or set out in the relevant Code of Practice
except only in the case where such Metering Equipment is the
subject of, and complies with, a dispensation relevant to those
prescribed limits agreed in accordance with paragraph 14.

7.3.2The accuracy limits referred to in the relevant Code of
Practice shall be applied after adjustments have been made to
Metering Equipment to compensate for any errors due to measuring
transformers and connections thereto. Beyond the ranges specified
in the relevant Code of Practice and power factors other than
unity or zero (as the case may be) limits of accuracy will depend
on the characteristics of the individual meters and measuring
transformers specified for the Metering Equipment. Such levels of
accuracy will, in the event of any uncertainty or dispute, be
specified by the Executive Committee.

7.4 Calibration of Metering Equipment: Each Operator shall ensure
that all Metering Equipment which is registered with the
Settlement System Administrator pursuant to this Agreement and
for which it is Operator pursuant to this Schedule shall be
calibrated in order to meet the accuracy requirements referred to
in paragraph 7.3.1 and otherwise in accordance with the relevant
Code of Practice or, where appropriate, any relevant dispensation
agreed in accordance with paragraph 14.  Subject to paragraph 21,
the Settlement System Administrator and the Pool Auditor shall be
granted access to all such Metering Equipment and any other Plant
or Apparatus on any Site in order to inspect the basis of any
adjustments made to Metering Equipment.

8.  MAINTENANCE OF METERING EQUIPMENT

8.1  Proper order: Each Operator shall at its own cost and
expense (but without prejudice to its right to charge any other
person for such service pursuant to another agreement or
arrangement) keep in good working order, repair and condition all
Metering Equipment in respect of which it is the Operator to the
extent necessary to allow the correct registration, recording and
transmission of the requisite details of the quantity of Active
Energy and/or Reactive Energy measured by the relevant Meter.

8.2 Inspection and Testing:

8.2.1No less frequently than such period as may be specified in
the relevant Code of Practice each Operator shall carry out a
routine test of the accuracy of all Metering Equipment in respect
of which it is the Operator. The Operator shall also carry out a
test of the accuracy of all Metering Equipment in respect of
which it is the Operator and which replaces defective or
inaccurate Metering Equipment as soon as is reasonably
practicable after its installation. Such Operator will give the
Settlement System Administrator and the Registrant at least 15
days' prior written notice of the date, time, place and nature of
every such test and the Settlement System Administrator and Host
PES and the Registrant shall have the right to attend such test
should it so require. Any such test as envisaged in this
paragraph 8.2.1 shall comply with the relevant Code of Practice.

8.2.2 If either:

(a)  the Settlement System Administrator has reason to believe
that the Metering Equipment which an Operator is required to
maintain for the purposes of this Schedule is not performing
within the prescribed limits of accuracy referred to in paragraph
7.3.1; or

(b)  such Operator or any other Party or Meter Operator Party has
reason to believe there is any such failure to so perform,

then, in the case of (b), such Operator, such other Party or such
Meter Operator Party shall notify the Settlement System
Administrator, the Registrant of the relevant Metering System and
the Host PES (if any) and, in any case, the Settlement System
Administrator:

(i)  shall (if so requested by any Party or Meter Operator Party)
and (in any other case) may, without giving notice to the
relevant Operator or Registrant, inspect such Metering Equipment
and make such tests as the Settlement System Administrator shall
deem necessary to determine its accuracy; or

(ii) in any other circumstances require the relevant Operator
promptly to test the accuracy of the same but in any event within
24 hours of receiving notification of such requirement pursuant
to this paragraph 8.2.2, whereupon the relevant Operator shall
carry out such test. Such test shall comply with the relevant
Code of Practice and shall take place in the presence of the
Settlement System Administrator, if it so requires.

Further, if an Operator has reason to believe that the Metering
Equipment in respect of which it is the Operator is incorrectly
recording data for any reason, it shall notify the Settlement
System Administrator, the Registrant in respect of the relevant
Metering System and the Host PES (if any).

8.2.3Recovery of costs for non-routine testing (1): Subject to
paragraph 8.2.4, the costs of any such test referred to in this
paragraph 8.2 shall be home by the Operator responsible Or the
maintenance of the relevant Metering Equipment (but without
prejudice to its right to charge any other person for such
service pursuant to another agreement or arrangement), save that
the Settlement System Administrator shall bear the costs of its
nominee's attendance thereat (subject to its right to recover the
same through its charges).

8.2.4Recovery of costs for non-routine testing (2): Where any
Metering Equipment passes all inspections and tests required
pursuant to paragraph 8.2.2 or the test is in respect of Metering
Equipment where the Operator is the deemed Operator pursuant to
Clause 60.4.4, the costs of such inspections and tests shall, in
the case of paragraph (a) of that paragraph, be home by the
Settlement System Administrator (subject to its right to recover
the same through its charges) and, in the case of paragraph
8.2.2(i) where a test is required by another Party or Meter
Operator Party, be borne by such other Party or Meter Operator
Party which shall reimburse the relevant Operator its costs on
demand.

8.3  Sealing: Metering Equipment shall be as secure as is
practicable in all the circumstances and for this purpose:

(a)  all Metering Equipment shall comply with the relevant Agreed
Procedure; and

(b)  the Executive Committee and the Settlement System
Administrator shall
regularly review Agreed Procedures for security arrangements in
relation to Metering Equipment.

8.4 Defective Metering Equipment: If at any time any Metering
Equipment or any part thereof is destroyed or damaged or
otherwise ceases to function, or is found to be outside the
prescribed limits of accuracy referred to in paragraph 7.3.1, the
Operator therefor shall, subject to compliance with its
obligations under paragraph 8.3, promptly adjust, renew or repair
the same or replace any defective component so as to ensure that
the relevant Metering Equipment is back in service and operating
within the prescribed limits of accuracy as quickly as is
reasonably practicable in all the circumstances.

9.  MAINTENANCE OF RECORDS AND PROVISION OF INFORMATION

9.1 Information:

9.1.1 An Operator shall inform the Settlement System A
dministrator of all relevant information relating to the Metering
Equipment in respect of which it is the Operator, including any
new or substituted Metering Equipment, and as may be required by
the relevant Agreed Procedure.

9.1.2 All Meter Operator Parties shall give to the Settlement
System Administrator all such information regarding Metering
Equipment as the Settlement System Administrator shall reasonably
require for the proper functioning of the Settlement System
including information regarding the dates and time periods for
installation of new Metering Equipment and the dates and periods
when Metering Equipment is out of service.

9.1.3 All Meter Operator Parties shall give to the Pool Auditor
all such information regarding Metering Equipment as the Pool
Auditor shall reasonably require for the purposes of carrying out
its functions under Part IX of this Agreement including
information regarding the dates and time periods for installation
of new Metering Equipment and the dates and periods when Metering
Equipment is out of service and a copy of any record maintained
in accordance with paragraph 9.2.

9.2 Records: Each Operator shall maintain a record in relation to
each Metering System for which it is the Operator detailing all
relevant matters as may be required by the relevant Code of
Practice relating to the calibration of the Metering Equipment
comprising each such Metering System including the dates and
results of any tests, readings, adjustments or inspections
carried out and the dates on which any seal was applied or
broken, the reason for any seal being broken and the persons
attending any such tests, readings, inspections or scalings. Such
records shall also include any other details as may be reasonably
required by the Settlement System Administrator.  Each Operator
shall pass such records or copies of the same to its successor as
Operator in relation to any Metering Equipment. Any such records
shall be complete and accurate and retained for the life of the
relevant item of Metering Equipment.  The Registrant in respect
of any Metering Equipment shall be entitled to receive copies of
all such records free of charge.

9.3 A Meter Operator Party shall permit the Pool Auditor
unrestricted access to Metering Equipment forming part of any
Metering System in respect of which it is Operator and all data
used, information held and records kept by it or its agents in
operating that Metering Equipment and shall make available
members of its staff to explain the operation of that Metering
Equipment and such other issues as the Pool Auditor considers
relevant.

                             PART 4
                                


  RIGHTS AND RESPONSIBILITIES RELATING TO THE SETTLEMENT SYSTEM
                          ADMINISTRATOR

10.   INSPECTIONS AND READINGS

10.1 Inspections: The Settlement System Administrator shall
procure that all Metering Equipment comprising any Metering
System which is registered with it for the purposes of the
Settlement System is inspected and read by it or on its behalf
not less than once in every three months for general and
reconciliation purposes and shall give the Registrant and
Operator notice thereof in accordance with the relevant Agreed
Procedure.

10.2 Written reports: The Settlement System Administrator and the
Operator shall keep written reports of all such inspections and
readings as are referred to in paragraph 10.1 in accordance with
sub-section 6.6 of Schedule 4 and the Settlement System
Administrator shall provide copies in accordance with the
relevant Agreed Procedure of such written reports to each
Registrant whose Consumer Metered Demand determined in accordance
with the Pool Rules is calculated by the Settlement System
Administrator using data from such Metering System.

11.  DATA COLLECTION

11.1 Collection, Retrieval, Validation and Estimation of Data:
The Settlement System Administrator will notify the relevant
Registrant, Operator and Host PES where, as determined by the
relevant Agreed Procedure, it has reasonable grounds to believe
or has established that data required from any Metering Equipment
for the functioning of the Settlement System in accordance with
this Agreement is incomplete, inaccurate or has not been
received, such notice to include details of the relevant Metering
Equipment and data which the Settlement System Administrator
believes or has established is incomplete, inaccurate or has not
been received. The Settlement System Administrator shall
investigate and remedy the defect in accordance with the relevant
Agreed Procedure taking into account the following priorities in
the following order:

(a) the need to obtain accurate data;

(b) the need to apply verification procedures;

(c) the need to produce edited or substitute data where it is
incorrect or unavailable.


11.2 Corrected, completed or received data: Once the Settlement
System Administrator has remedied the defect identified in
accordance with paragraph 11.1, it will notify the relevant
Registrant, Operator and Host PES :

(a) in the case of data which it has established was inaccurate,
of the validated data; and

(b) in the case of data which it has established is incomplete or
which has not been received, of the edited or substitute data, in
each case established according to the relevant Agreed Procedure.

12. POLICING BY THE SETTLEMENT SYSTEM ADMINISTRATOR

Policing: The Settlement System Administrator shall make or shall
procure arrangements for spot visits to metering sites by
suitably qualified inspectors in order to monitor compliance by
Registrants and Operators of their obligations under Part XV of
this Agreement and this Schedule, the appropriate Code of
Practice and the Agreed Procedures. The sites chosen for, and the
conduct of, such policing shall be determined by the Settlement
System Administrator. The extent of policing shall be in
accordance with instructions given to the Settlement System
Administrator from time to tune by the Executive Committee in
accordance with the SSA Arrangements.
                          499

                        PART 5

          CODES OF PRACTICE AND DISPENSATIONS

                           

13.  CODES OF PRACTICE

13.1 Relevant Code of Practice: Subject to paragraph
13.2 and subject to the transitional arrangements
described in paragraph 13.4, the relevant Code of
Practice in respect of Metering Equipment shall be
determined by reference to the version of the Code of
Practice which is expressed to be applicable to that
Metering Equipment at the time that the Metering System
comprised therein is registered with the Settlement
System Administrator for the first time, and such
Metering Equipment shall only be required, save as
provided in paragraph 13.2, to comply with such Code of
Practice, and not with any Code of Practice which in
any respect later amends, modifies or supersedes such
Code of Practice, and references to the relevant Code
of Practice in Part XV of this Agreement and this
Schedule shall be construed accordingly.

13.2 Saving: Notwithstanding the provisions of
paragraph 13.1:

(a)  without prejudice to sub-paragraphs (b) and (c)
below, FMS Metering Equipment which is installed, or in
the course of being installed, on the FMS Date, shall
only be required to comply with the applicable FMS Code
of Practice with which it would have been required to
comply were this paragraph 13 not in effect;

(b)  where any material change is made to the Metering
Equipment comprising a Metering System, details of the
changes made shall be given immediately by the Operator
in respect of that Metering System to the Settlement
System Administrator (with a copy to the Registrant of
that Metering System) who shall note the same on the
Register pursuant to Clause 60.5. The noting of that
change on the Register shall be deemed (but no other
entry made on the Register shall be deemed) to
constitute a registration of that Metering System
comprised in that Metering Equipment for the purposes
of paragraph 13.1, and the Code of Practice current at
the time of that deemed new registration shall, from
that time, be the relevant Code of Practice in respect
of that Metering Equipment;

(c)  in sub-paragraph (b) above, the term "material
change" shall mean a change to the Metering Equipment
other than: -

(i)  a change by way of repair, modification or
replacement of any component which is not in the
judgment of the Operator, acting as a reasonable
Operator in all the circumstances, a substantial part
of the Metering Equipment (a "Substantial Parts); and

(ii) a change to another part or other parts of the
Metering Equipment, each of which is not of itself (and
where taken together with other
such changes, these changes together are not) a Substantial
Part (determined as in (i) above) of the Metering Equipment,
necessitated in the judgment of the Operator, acting as a
reasonable Operator in all the circumstances, by any change
under (i) above,

in each case even where an enhanced or equivalent component
is used for the repair, modification or replacement rather
than an identical component; and

(d)  Metering Equipment shall at all times comply with the
latest version of the Code(s) of Practice which contains the
requirements for the calibration, testing and commissioning
of Metering Equipment.

13.3 Record of Codes of Practice: The Executive Committee
shall record in the Synopsis of Metering Codes each Code of
Practice and the date at which that Code becomes effective
as the relevant Code of Practice in respect of Metering
Equipment comprising a Metering System registered or, in
accordance with paragraph 13.2(b), re-registered at that
date or thereafter.

13.4 FMS Codes of Practice: On or after the FMS Trading Date
and in relation to any period on or after this date any
relevant Code of Practice for the purposes of this Agreement
shall be an FMS Code of Practice.

14.  DISPENSATIONS

14.1 Dispensations:


(a)  If for financial reasons or reasons of practicality a
Metering System or
Metering Equipment does not comply with some or all of the
requirements of the relevant Code of Practice or the
requirements in relation to the commercial boundary of
paragraph 7.1.Z, the Registrant or potential Registrant of
such Metering System or, as the case may be, Operator or
Potential Operator of such Metering Equipment with the
consent of such Registrant or, in the case of Potential
Operators only, such potential Registrant, may make an
application to the Executive Committee for a dispensation
from such requirements. The Executive Committee shall
consider and agree, on such conditions (if any) as it shall
deem fit, or dismiss such application in accordance with the
relevant Agreed Procedure and this paragraph 14.

(b)  The Executive Committee shall have the right to agree
from time to time,
in accordance with the relevant Agreed Procedure,
dispensations from the requirements referred to in
sub-paragraph (a), on such conditions (if any) as it shall
deem fit, attaching generally to any item of Metering
Equipment ("Generic Dispensations"). Generic Dispensations
may be agreed upon the application of a Party or Meter
Operator Party or be initiated by the Executive Committee at
its discretion.

(c)  Before agreeing any dispensation (including any
Generic Dispensation), the
Executive Committee shall be obliged to seek and to obtain:
          
(i)  in the case of a dispensation from a Code of Practice,
the approval and agreement of those Parties whose approval
and agreement is required in accordance with the definition
of Code of Practice in respect of an amendment to or
substitution of the Code(s) of Practice from which a
dispensation is sought;

(ii) the prior written consent (not to be unreasonably
withheld or delayed) of the Settlement System Administrator
where applicable in accordance with Clause 6.3;

(iii)     in the case of a dispensation from the
requirements of paragraph 7.1.2 relating to the commercial
boundary, the prior written consent (not to be unreasonably
withheld or delayed) of the Grid Operator where applicable
in accordance with Clause 6.5; and

(iv) in the case of a dispensation from the requirements of
paragraph 7.1.2 relating to the commercial boundary, the
prior written consent (not to be unreasonably withheld or
delayed) of the Ancillary Services Provider where
applicable in accordance with Clause 6.6.

Where, in accordance with (i) above, the amendment of the
relevant Code of Practice would require the approval of the
Suppliers in separate general meeting such approval shall
be deemed to be given by a resolution of the Executive
Committee to agree the relevant dispensation, save where
any representative of any Supplier elects, upon that
resolution, to refer the matter to a separate general
meeting of Suppliers in which case, such meeting shall be
convened and held in accordance with the provisions of
Clause 13.2, and shall determine by resolution whether or
not the approval and agreement of Suppliers to that
dispensation be given in accordance with this paragraph
14.1.

14.2 Record of dispensations: The Executive Committee shall
maintain, in accordance with the relevant Agreed Procedure,
an up-to-date record of all dispensations agreed pursuant
to this paragraph 14. The Executive Committee shall provide
a duplicate copy of any such record to the Settlement
System Administrator and shall provide the Settlement
System Administrator with details of all amendments made to
such record as soon as reasonably possible after the making
of such amendment.

14.3 Existing dispensations: The Parties acknowledge that,
prior to 1st April, 1993, dispensations (within the meaning
of this paragraph 14) were agreed by the Executive
Committee as if this paragraph 14 were at such time in full
force and effect and agree that the record identified as
such as at 1st April, 1993 is the definitive list of such
dispensations. The Parties further agree that such
dispensations shall be deemed, with effect from the date at
which they were agreed, to have been
effectively agreed in accordance with the provisions of
this paragraph 14 (as formerly incorporated into this
Agreement as Clause 60.10) as in force as at 1st April,
1993. This paragraph 14 shall be without prejudice to any
claim an Operator or person acting as Operator:-

(i)  may have as at 31st March, 1993 against a Supplier
arising out of any agreement between such Operator (or such
person acting as Operator) and such Supplier or out of any
representation; or

(ii) may have against a Supplier arising out of facts and
circumstances in existence prior to or as at 31st March,
1993, which relates to the installation by such Operator or
such person acting as Operator of any Metering System
installed or being installed as at the EMS Date or the
installation of which was commenced prior to the EMS Date,
and which relates to a Metering System which, by virtue of
a dispensation granted pursuant to this paragraph 14, is
not required by that Supplier.

14.4 Appeals: Any dispensation from the requirements of a
Code of Practice or from the requirements relating to the
commercial boundary of paragraph 7.1.2 agreed in accordance
with this paragraph 14 shall be capable of being appealed
in accordance with the provisions of paragraph 19.1,
provided that no dispensation shall be considered to be
agreed in accordance with this paragraph upon any appeal
being granted where the approval and agreement of the
relevant Parties as referred to in paragraph 14.1(c) has
not been obtained.

<PAGE>

                           PART 6

                 FURTHER RIGHTS OF OPERATORS

15.  OWNERSHIP AND USE OF DATA

15.1 Ownership of data: The Registrant of any Metering
System shall own the data acquired therefrom provided that
(and each Registrant hereby expressly agrees and
acknowledges that) a Second Tier Customer or Non-Pooled
Generator of that Registrant in respect of which such data
is generated shall be entitled at all times without charge
by the Registrant to access, obtain and use such data and
provided further that:-

(i)  such access, obtaining or use, or the method of such
access, obtaining or does not interfere with the operation
of Settlement;

(ii) nothing in this paragraph 15.1 shall require the
Registrant actively to provide such data to such Second Tier
Customer or Non-Pooled Generator or so to provide such data
free of charge; and

(iii)  such access shall not be by using any
communications link used by the Settlement System
Administrator for the purposes of Clause 60.6 without the
prior written consent of the Settlement System
Administrator.

15.2  Use of data: The Settlement System Administrator and
the Pool Auditor for the purposes of the performance by the
Pool Auditor of its functions under Part IX of this
Agreement are hereby authorized to use all data which is
owned by the Registrant pursuant to paragraph 15.1 as may be
permitted pursuant to this Agreement, and the Settlement
System Administrator or, as the case may be, the Pool
Auditor may only release such data to others to the extent
set out in this Agreement. It is hereby expressly agreed
that the Settlement System Administrator is permitted to and
shall against request and payment of a reasonable charge
therefor release to a Second Tier Customer or Non-Pooled
Generator such data relating to it as is referred to in
paragraph 15.1.

15.3  Communications Equipment use: Communications Equipment
need not be dedicated exclusively to the provision of data
to the Settlement System Administrator for the purposes of
Settlement provided that any other use shall not interfere
at any time with the operation of Settlement and subject
also to the relevant provisions (if any) in the relevant
Tariff.

16.  CHANGES OF SUPPLIERS

Change of Supplier: Where notice is served on the Settlement
System Administrator in the form prescribed by the relevant
Agreed Procedure by a proposed Registrant of an existing
Site which is the point of supply of a Second Tier Supplier
or Second Tier Customer or Non-Pooled Generator, the
proposed Registrant and the Operator or
proposed Operator (where the existing Operator is to be
replaced) shall confirm that the Metering System required
for the purposes of this Schedule and Part XV of this
Agreement will be installed and Commissioned at the Site by
the date required by the relevant Agreed Procedure.

17.  ATTENDANCE AT MEETINGS AND RIGHTS OF REPRESENTATION

17.1 Attendance at Pool Members meetings:

17.1.1    Any notice convening any general meeting of Pool
Members including any adjournment thereof in accordance with
Clause 9.5 shall be additionally given to all Meter Operator
Parties and be given in accordance with the provisions of
that Clause. The accidental omission to give notice of a
meeting to any Meter Operator Party entitled to receive
notice shall not invalidate the proceedings at that meeting.

17.1.2    Each Meter Operator Party (or its duly appointed
representative) shall have the right to attend at each
general meeting of Pool Members and shall have the right to
speak (but not to vote) thereat.

17.1.3    The Secretary shall circulate any minutes
circulated in accordance with Clause 10.10 additionally to
Meter Operator Parties in accordance with the provisions
thereof.

17.2 Attendance at meetings of the Executive Committee, and
sub-committees and sub-groups of the Executive Committee:

17.2.1    One representative for all Meter Operator Parties
selected in accordance with paragraph 17.3 (a "Meter
Operator Party Representative") shall be entitled to attend
and speak (but not to vote) at meetings of the Executive
Committee or at meetings of any sub-committee or sub-group
of the Executive Committee on behalf of all Meter Operator
Parties and shall be entitled to appoint from time to time
alternates and delegates to assist him in those functions,
where matters directly concerning the functions, duties or
responsibilities of Operators, individually or
collectively, have been identified or advised in the agenda
for that meeting to be circulated pursuant to Clause 18.1.4
or, as the case may be, Clause 20.1.

17.2.2    Notice of meetings of the Executive Committee or
meetings of any sub-committees or sub-group at which the
relevant Meter Operator Party Representative is entitled to
attend shall be given to him, together with all prescribed
accompanying documentation and agendas, in accordance with
Clause 18.1 or, as the case may be, Clause 20.1. The Meter
Operator Party Representative shall as soon as is
reasonably practicable copy such notice together with such
accompanying documentation to all Meter Operator Parties.

17.2.3    The relevant Meter Operator Party Representative
shall be entitled to receive copies of all minutes of
meetings which he was enticed to attend and which the
Secretary is required to circulate in accordance with Clause
18.1.6 or, as the case may be, Clause 20.1 in accordance
with the provisions thereof. Such Meter Operator Party
Representative, if he attended the relevant meeting, shall
notify his approval or disapproval of the minutes to the
Secretary no later than ten working days after receipt
thereof and, if he fails to do so, he shall be deemed to
have approved the same.

17.3  Appointment of representative for Meter Operator
Parties: The Director shall nominate from time to time a
representative who shall represent the collective and
individual interests of Meter Operator Parties under this
Agreement. Such representative shall be drawn from those
Meter Operator Parties which are not represented at the
Executive Committee in any other capacity pursuant to the
provisions of this Agreement.

17.4      Class representation: The Executive Committee or
any sub-committee or sub-group thereof shall be entitled to
assume that any Meter Operator Party Representative
represents the interests of Meter Operator Parties as a
class and, where appropriate, represents any affected
specific individual interests and, in considering matters or
exercising its powers or discretions under this Agreement,
the Executive Committee or any sub-committee or sub-group
Thereof shall not be obliged to seek, nor to take account
of, the views, comments or consent or otherwise of any ocher
Meter Operator Party.
                            
<PAGE>                              

                           PART 7

               FAILURE TO COMPLY AND DISPUTES

18.  FAILURE TO COMPLY WITH OBLIGATIONS
Defective Metering Equipment: Subject to the provisions of
Clause 60.4.9, in the event that an Operator cannot or does
not comply with its obligations to repair, adjust or replace
or renew any defective component pursuant to paragraph 8.4,
the Settlement System Administrator shall have the right to
carry out or procure there is carried out such repair,
adjustment, replacement or renewal and to recover its own
costs, expenses and profit thereon from such Operator
forthwith on demand or, where the Settlement System
Administrator, having taken reasonable steps to recover such
costs, expenses and profit from the relevant Operator is
unable so to recover within a reasonable period of time,
from the Registrant in respect of that Operator subject
thereto forthwith on demand (such profit to be equivalent to
the Handling Charge on such costs and expenses, as defined
in sub-section 1.1 of the Appendix to Schedule 4).

19.  DISPUTES

19.1 Disputes which may involve a Meter Operator Party: Any
dispute regarding Metering Equipment (other than a dispute
referred to in Clause 60.11.1 or one arising out of any
decision made pursuant to paragraph 6.2, which in the latter
case shall be determined in accordance with the provisions
of that paragraph) shall be referred to the Executive
Committee. If any Party or Meter Operator Party is not
satisfied with the decision of the Executive Committee, the
matter may be referred by such Party or Meter Operator Party
to arbitration in accordance with Clause 83 of this
Agreement as incorporated into this Schedule by paragraph
24.

19.2 Tests to determine disputes: Any testing of Metering
Equipment required to settle any dispute (including a
dispute under Clause 60.11.1) will, prima-facie, be carried
out by the relevant Operator on the relevant Metering
Equipment mounted in its operational position in the
presence of the Settlement System Administrator acting on
behalf of the Executive Committee and in the presence of the
Host PES. All testing will be carried out in accordance with
the relevant Code of Practice or, where applicable, any
relevant dispensation agreed in accordance with this
Schedule. The test performance of any Metering Equipment
shall be compared with calibrated test equipment by one of
the following methods:

(a)  injecting into the measuring circuits (i.e. excluding
the primary current and voltage transformers) and comparing
the readings or records over such period as may be required
by the relevant Code of Practice or, where applicable, any
relevant dispensation agreed in accordance with this
Schedule to ensure a reliable comparison; or

(b)  where practicable, operating the calibrated test
equipment from the same primary current and voltage
transformers as the Metering Equipment under operating
conditions. The readings or recordings of the Metering
Equipment and the calibrated test equipment shall be
compared over such period as may be required by the relevant
Code of Practice or, where applicable, any relevant
dispensation agreed in accordance with this Schedule; or

(c)  in exceptional circumstances, such other method as may
be specified by the      Settlement System Administrator.

19.3 Laboratory tests: Metering Equipment which fails any
test whilst in its operational position shall be tested
under laboratory conditions in accordance with the relevant
Code of Practice.

19.4 Witnesses:  No more than two persons representing all
interested Parties or Meter Operator Parties nominated by
the Executive Committee (including the Host PES) in addition
to the Settlement System Administrator will be entitled to
witness tests taken as a result of a dispute, including
tests confirming the calibration of test equipment, or
inspect evidence of valid calibration, or valid calibration
certificates, as appropriate.

19.5 Saving:  It is hereby expressly acknowledged and agreed
by the Parties that the resolution of any dispute referred
to in Clause 60.11.1 shall in all cases be without prejudice
to the bringing or pursuing of any claim, by or against, or
the resolving of any issue between any one or more of such
Parties or any other Party arising out of the same facts or
circumstances, or facts or circumstances incidental to the
facts and circumstances giving rise to such dispute or upon
the basis of which such dispute has been resolved, in favour
of, or against, a Meter Operator Party or Meter Operator
Parties.

19.6 Release of data:  Upon the request of any Party or
Meter Operator Party which is a party to a dispute referred
to in paragraph 19.1 any relevant data derived from any
Metering System may be submitted by the Settlement System
Administrator to the body then having jurisdiction in
respect of the relevant dispute for the purposes of
resolving such dispute.
<PAGE>
      
                           PART 8

                   LIMITATION OF LIABILITY

20.  LIMITATION OF LIABILITY

20.1 Limitation of liability: Subject to paragraph 20.2 and
save where any provision of this Agreement provides for an
indemnity, each Party and each Meter Operator Party agrees
and acknowledges that no Party nor Meter Operator Party
(excluding for this purpose the Settlement System
Administrator) (in this paragraph 20, the "Party Liable") or
any of its officers, employees or agents shall be liable to
any of the other Parties or Meter Operator Parties for loss
arising from any breach of this Schedule or of this
Agreement other than for loss directly resulting from such
breach and which at the date of this Agreement was
reasonably foreseeable as not unlikely to occur in the
ordinary course of events from such breach in respect of:-

20.1.1    physical damage to the property of any of the
other Parties or Meter Operator Parties or its or their
respective officers, employees or agents; and/or

20.1.2    the liability of any such other Party or Meter
Operator Party to any other person for loss in respect of
physical damage to the property of any other person.

20.2  Death and personal injury: Nothing in this Schedule or
this Agreement shall exclude or limit the liability of the
Party Liable for death or personal injury resulting from the
negligence of the Party Liable or any of its officers,
employees or agents and the Party Liable shall indemnify and
keep indemnified each of the other Parties or Meter Operator
Parties, its officers, employees or agents from and against
all such and any loss or liability which any such other
Party or Meter Operator Party may suffer or incur by reason
of any claim on account of death or personal injury
resulting from the negligence of the Party Liable or any of
its officers, employees or agents.

20.3  Exclusion of certain types of loss: Subject to
paragraph 20.2 and save where any provision of this
Agreement provides for an indemnity, neither the Party
Liable nor any of its of ricers, employees or agents shall
in any circumstances whatsoever be liable to any of the
other Parties or Meter Operator Parties for:-

20.3.1    any loss of profit, loss of revenue, loss of use,
loss of contract or loss of goodwill; or

20.3.2    any indirect or consequential loss; or

20.3.3    loss resulting from the liability of any other
Party or Meter Operator Party to any other person howsoever
and whensoever arising save as provided in paragraphs 20.1.2
and 20.2.
      
20.4  Trust:  Each Party and each Meter Operator Party
acknowledges and agrees that each of the other Parties and
Meter Operator Parties holds the benefit of Clauses 20.1,
20.2 and 20.3 of this Schedule for itself and as trustee and
agent for its officers, employees and agents.

20.5  Survival:  Each of paragraphs 20.1, 20.2, 20.3 and
20.4 shall:

20.5.1    be construed as a separate and severable contract
term, and if one or more of such paragraphs is held to be
invalid, unlawful or otherwise unenforceable the other or
others of such paragraphs shall remain in full force and
effect and shall continue to bind the Parties and the Meter
Operator Parties; and

20.5.2    survive termination of this Agreement.

20.6 Saving:  For the avoidance of doubt, nothing in this
Part 8 shall prevent or restrict any Party or Meter Operator
Party enforcing any obligation (including suing for a debt)
owed to it under or pursuant to this Schedule or this
Agreement.

20.7 Full negotiation:  Each Party and each Meter Operator
Party acknowledges and agrees that the foregoing provisions
of this Part 8 have been the subject of discussion and
negotiation and are fair and reasonable having regard to the
circumstances as at the date this Schedule came into effect.
<PAGE>
      
                           PART 9

                           ACCESS

2 1. ACCESS

21.1  Access to Party's and Meter Operator Party's property:
Each Party and Meter Operator Party hereby agrees to grant
to any Invitee and, in the case of a Meter Operator Party,
the Registrant of the Metering System in respect of the
Metering System of which it is Operator, and, in the case of
a Registrant of a Metering System, the Meter Operator Party
which is the Operator in respect of that Metering System:

(a)   full right during the currency of this Agreement to
enter upon and through and remain upon, or do any other act
contemplated by this Schedule 21 which would otherwise
constitute a trespass upon, any part of such Party's or, as
the case may be, Meter Operator Party's, property;

(b)   in the case of the Operator or the Settlement System
Administrator, full right to remove any part of Metering
Equipment forming part of such property to a laboratory or
test house in accordance with the provisions of this
Schedule; and

(c)   in the case of the Pool Auditor, full right to perform
such tasks and to do all such acts and things as are
necessary for the purpose of performing audits, tests,
reviews and checks under the SSA Arrangements, including
full right to carry out such tests on Metering Equipment
provided that the person or persons allocated to carry out
such tests by the Pool Auditor is or are suitably qualified
in the operation of Metering Equipment, provided always that
such access rights conferred by or pursuant to this
paragraph shall be granted only to the extent necessary for
the purposes of this Schedule and shall be subject to the
other provisions of this paragraph 21.

21.2  Invitees: An Invitee for the purposes of this
paragraph 21 shall comprise any one or more of the
following:-

(i)   the Settlement System Administrator acting through any
reasonably nominated employees, agents or contractors;

(ii)  the Executive Committee acting through any reasonably
nominated persons;

(iii) the Equipment Owner for the purposes only of
fulfilling its obligations under paragraph 7.1.3;

(iv)  the Pool Auditor acting through any partner or
employee;

(v)   the auditor carrying out the Scheduling and Dispatch
Review acting through any partner or employee; and

(vi)  the Ancillary Services Provider acting through any
reasonably nominated employees, agents or contractors.

21.3  Access to property of Second Tier Customers
Non-Pooled Generators and Third Parties: The Registrant of
a Metering System and the Meter Operator Party which is the
Operator or Potential Operator of that Metering System
hereby jointly and severally agree to use all reasonable
endeavors to, and to co-operate with each other for the
purpose of procuring for the benefit of each Invitee and
for each other:-

(a)   full right to enter upon and through and remain upon,
or do any other act contemplated by this Schedule which
would otherwise constitute a trespass upon, any part of the
property:

(i)   of the Second Tier Customer in respect of which that
Registrant is the Supplier;

(ii)  of the Non-Pooled Generator from which that
Registrant receives supply; and

(iii) of any other person which is not a party to this
Agreement (the "Third Party") but the exercise of whose
rights would prevent, in relation to such Second Tier
Customer, Non-Pooled Generator, the Registrant, the Meter
Operator Party or any Invitee from performing its
obligations under this Schedule or this Agreement and the
existence of whose rights is known to, or ought reasonably
be known to, the Registrant or, as the case may be, the
Meter Operator Party;

(b)   in the case of the Operator or the Settlement System
Administrator, full right to remove all or any part of
Metering Equipment forming part of such property to a
laboratory or test house in accordance with the provisions
of this Schedule; and

(c)   in the case of the Pool Auditor, full right to
perform such tasks and to do all such acts and things as
are necessary for the purpose of performing audits, tests,
reviews and checks under the SSA Arrangements, including
full right to carry out such tests on Metering Equipment
provided that the person or persons allocated to carry out
such tests by the Pool Auditor is or are suitably qualified
in the operation of Metering Equipment,

provided always that such access rights conferred by or
pursuant to this paragraph shall be granted only to the
extent necessary for the purposes of this Schedule and
shall be subject to the other provisions of this paragraph
21.

21.4  Failure to procure access: If, after having used all
such reasonable endeavors to procure access rights in
accordance with this paragraph 21 in respect of a Second Tier
Customer, a Non-Pooled Generator or Third Party referred to
in paragraph 21.3, a Registrant and/or Meter Operator Party
have been unable to procure any such rights the Registrant:

(i)   hereby undertakes not to make any future supplies to
such Second Tier Customer at the Site in respect of which
such access rights are required until  such access rights
have been obtained and if supplying such Second Tier Customer
at such Site to cease forthwith to supply such Second Tier
Customer at that Site;

(ii)  hereby undertakes not to take any future supply of
electricity from such NonPooled Generator at the Site in
respect of which such access rights are required until such
access rights have been obtained and if taking a supply of
electricity from such Non-Pooled Generator at such Site to
cease forthwith to take a supply of electricity from such
Non-Pooled Generator at that Site; and

(iii)shall notify the Settlement System Administrator in
accordance with the relevant Agreed Procedure of that fact.

The Settlement System Administrator shall be entitled to
assume that the consents of any Third Parties shall have been
obtained in accordance with the provisions of this paragraph
until such time as it is fixed with notice to the contrary.

21.5  Right of access:  The right of access provided for in
paragraphs 21.1 and 21.3 shall include the right to bring on
to such Meter Operator Party's, Party's, Second Tier
Customer's, Non-Pooled Generator's or Third Party's property
such vehicles, plant, machinery and maintenance or other
materials as shall be reasonably necessary for
he purposes of this Schedule.

21.6  Authorization: Each Meter Operator Party or, as the
case may be, Party shall ensure that any particular
authorization or clearance which is required to be given to
ensure access to any Invitee, Registrant or Meter Operator
Party in accordance with this paragraph is available on
arrival.

21.7  Safely: Subject to the right of the Settlement System
Administrator to inspect without notice pursuant to paragraph
8.2.2, each Meter Operator Party or, as the case may be,
Party shall procure that all reasonable arrangements and
provisions are made and/or revised from time to time as and
when necessary or desirable to facilitate the safe exercise
of any right of access granted pursuant to paragraph 21.1 or
21.3 with the minimum of disruption, disturbance and
inconvenience. Such arrangements and provisions may, to the
extent that the same are reasonable, limit or restrict the
exercise of such right of access and/or provide for any Meter
Operator Party or Party to make directions or regulations
from time to time in relation to a specified matter. Matters
to be covered by such arrangements and/or provisions include:


(i)  the identification of any relevant Metering Equipment;

(ii) the particular access routes applicable to the land in
question having particular regard for the weight and size
limits on those routes;

(iii)     any limitations on times of exercise of the right
of access;

(iv) any requirements as to prior notification and as to
authorization or security clearance of individuals
exercising such right of access and procedures for
obtaining the same;

(v)  the means of communication to the Meter Operator Party
or, as the case may be, Party (and all employees and/or
contractors who may be authorized from time to time to
exercise such right of access) of any relevant directions
or regulations made by the Meter Operator Party or, as the
case may be, Party; and

(vi) the identification of and arrangements applicable to
personnel exercising the right of access granted by
paragraphs 21.1 or 21.3.

Each Party or Meter Operator Party shall (and shall procure
that all persons exercising any right of access on behalf
of such Party or Meter Operator Party) observe and perform
any such arrangements and all provisions (or directions or
regulations issued pursuant thereto) made from time to
time.

21.8 Damage: Each Party or Meter Operator Party shall
procure that all reasonable steps are taken in the exercise
of any right of access by or on behalf of such Party or
Meter Operator Party to:

(a)  avoid or minimize damage in relation to any Meter
Operator Party's, Party's, Second Tier Customer's,
Non-Pooled Generator's or other Third Party's property; and

(b)  cause as little disturbance and inconvenience as
possible to any Meter Operator Party, Party, Second Tier
Customer, Non-Pooled Generator or other Third Party or
other occupier of such Meter Operator Party's, Party's,
Second Tier Customer's, Non-Pooled Generator's or other
Third Party's property, and shall make good any damage
caused to such property in the course of exercise of such
rights as soon as may be practicable. Subject to this, all
such rights of access shall be exercisable free of any
charge or payment of any kind.

21.9 Licence Restricted Parties:

(a)    This paragraph 21.9 shall apply to any area owned or
occupied by any Party, Meter Operator Party or any
subsidiary of such Party or Meter Operator Party, Second
Tier Customer, Non-Pooled Generator or Third Party (each a

"Licence Restricted Party") which is the holder of or
subject to a licence granted under the Nuclear Installations
Act 1965 (a "Nuclear Site Licence") or subject to
restrictions in relation to a Nuclear Site Licence, where
such area is subject to that Nuclear Site Licence but, in
respect of Energy Settlements and Information Services
Limited, this paragraph 21.9 shall apply subject to the
provisions of any other agreement between the Licence
Restricted Party and NGC (or any of its subsidiaries)
imposing restrictions on NGC's (or any of its subsidiaries')
right of access to any area owned by the Licence Restricted
Party subject to (or subject to restrictions in relation to)
a Nuclear Site Licence.

(b)  This paragraph 21.9 shall take precedence over any
contrary provisions of this Schedule.

(c)  No Party or Meter Operator Party shall enter or attempt
to enter or permit or suffer any person to enter or attempt
to enter any area owned or occupied by the Licence
Restricted Party to which a Nuclear Site Licence applies
except strictly in accordance with the provisions,
restrictions and conditions of the Nuclear Site Licence.

(d)  The Licence Restricted Party shall be entitled to take
reasonable action of any kind whatsoever relating to or
affecting access to its property as it considers on
reasonable rounds to be necessary in order to enable the
Licence Restricted Party to comply with the provisions,
restrictions and conditions of a Nuclear Site Licence or
avert or minimize any reasonably anticipated breaches
thereof.

21.10 Denial of access: The Settlement System Administrator
shall not incur any liability under this Schedule or this
Agreement in the event it cannot perform any of its duties
hereunder due to access to Metering Equipment being denied
to it save that the Settlement System Administrator shall
inform the Executive Committee thereafter.
                              
<PAGE>
                             PART 10

                    COMMUNICATIONS EQUIPMENT

22.  COMMUNICATIONS EQUIPMENT

22.1  Compatibility: Communications Equipment at or relating
to any Site (which whenever used in this paragraph 22 shall
include all Qualifying Sites) must be compatible with the
communications links provided by the Settlement System
Administrator pursuant to Clause 60.6.3(a) in respect of
that Site. Prior to the installation of Communications
Equipment at or relating to any Site the Tariff Operator
shall consult with the Settlement System Administrator to
ensure that such Communications Equipment will be compatible
with such communication links. Where a Tariff Operator
becomes aware that Communications Equipment at or relating
to a Site is used for purposes other than in connection with
Settlement, it shall notify the Settlement System
Administrator of any such use or purposes to which that
Communications Equipment is put.

22.2  Settlement System Administrator's responsibility in
respect of communications links: Subject to the requirement
of the Settlement System Administrator to collect data in
accordance with Clause 60.6.1 and subject to the provisions
of paragraph 22.1, the Settlement System Administrator shall
use all reasonable endeavors to ensure that the
communications link provided by it (but which, for the
avoidance of doubt, does not form part of Communications
Equipment) to any Site pursuant to Clause 60.6.3(a) is of
the type requested by the Tariff Operator.

22.3 Tariff payments:

(a)  The Settlement System Administrator shall pay from time
to time to each Tariff Operator in respect of a Site for
which it is the Tariff Operator, an amount (if any)
determined in accordance with the relevant Tariff and
payable in respect of Communications Equipment installed and
maintained at or relating to such Site by such Tariff
Operator for the purposes of this Agreement.

(b)  The Settlement System Administrator shall recover from
time to time (for credit to Pool Members as the Executive
Committee shall from time to time direct) from a Tariff
Operator and a Tariff Operator shall pay from time to time
(for credit to Pool Members as the Executive Committee shall
from time to time direct) to the Settlement System
Administrator in respect of the costs of manual on-site
interrogation or data estimation costs incurred by it in
respect of each Site at which there is not installed and
maintained Communications Equipment in accordance with the
requirements of this Schedule, such amounts (if any)
determined in accordance with the relevant Tariff. Where the
Settlement System Administrator has received any such
payment pursuant to this sub-paragraph 22.3(b) it shall be
set off in full against amounts which may be recovered by the 
Settlement System Administrator pursuant to paragraph 22.6 or 22.7.

(c)  The Settlement System Administrator may, and at the
direction of the Executive Committee shall, without notice
to the relevant Tariff Operator set off amounts payable to
it by that Tariff Operator under the relevant Tariff against
amounts payable by the Settlement System Administrator to
that Tariff Operator, under the relevant Tariff. Any amounts
so set off by the Settlement System Administrator under this
paragraph 22.3 shall be deemed to have been received by the
Settlement System Administrator for the purposes of
paragraph 22.3(b).

(d)  Notwithstanding the terms of any Tariff, a Tariff
Operator shall not be entitled to receive payment of or
otherwise recover any sums for or relating to goods or
services delivered or provided by it under or for the
purposes of this Agreement and invoiced or claimed by the
Tariff Operator to or from the Settlement System
Administrator or Pool Members more than 90 days after the
end of the month in which such goods or services were
delivered or provided.

22.4   Refunds: Where a Tariff Operator is removed, resigns
or otherwise ceases to be Tariff Operator at or relating to
any Site it shall pay to the Settlement System Administrator
such amount (if any) as is set out in the relevant Tariff by
way of reimbursement of amounts paid to it pursuant to
paragraph 22.3.

22.5  Additional payments: If a Tariff Operator can
demonstrate to the reasonable satisfaction of the Settlement
System Administrator that any relevant payment to be made
pursuant to this paragraph 22 and in accordance with the
relevant Tariff in respect of any particular Site as is
described in the relevant Tariff does not reflect the cost
to such Tariff Operator of providing in respect of
Communications Equipment at or relating to such Site
installation and maintenance services in an efficient and
economic manner then the Settlement System Administrator may
negotiate an additional payment to such Tariff Operator in
respect of Communications Equipment at or relating to such
Site provided that the Tariff Operator shall be entitled to
receive such additional payment only if and to the extent
that the economic and efficient provision of installation
and maintenance services in respect of the Communications
Equipment at or relating to that Site is in fact effected.
If the Tariff Operator and the Settlement System
Administrator fail to agree on the amount of an additional
payment, the Tariff Operator may refer the matter to the
Executive Committee which shall determine the same. The
relevant Meter Operator Party may refer any such decision of
the Executive Committee to the Director and for the purposes
thereof shall be deemed to be exercising a Dissentient Pool
Member's right of appeal pursuant to and in accordance with
Clause 13.5. The Settlement System Administrator shall send
the Executive Committee on request a written report giving
reasonable details of any such additional payments made or
proposed to be made.

22.6   Costs beyond SSA' s control: Payments which are made
to Tariff Operators in respect of the provision of
installation and maintenance services in respect of
Communications Equipment (whether or not pursuant to or in
addition to the relevant Tariff) and payments for
communications links shall be a cost beyond the control of
the Settlement System Administrator.

22.7   Recovery of costs: All costs and expenses relating to
the payment arrangements referred to in this Schedule for
the installation and maintenance of Communications
Equipment, the relevant Tariff or otherwise, including
payments which are made to Tariff Operators for the
provision of installation and maintenance services in
respect of Communications Equipment, payments for
communications links, management time and expenses of the
Settlement System Administrator and the cost of funds
borrowed to finance such costs, expenses and payments, may
be recovered in full by the Settlement System Administrator
in accordance with the Charging Procedure.

22.8   No agency: No agency relationship (whether express or
implied) shall be, or be deemed to be, created between any
Tariff Operator and the Settlement System Administrator or
any other person as a result of the payments to be made
pursuant to this paragraph 22.

22.9 Tariff Operators:

(a)   There shall at any point in time be no more than one
Tariff Operator in respect of each Metering System or
Metering Equipment.

(b)   Each Tariff Operator shall, for so long as it is
entitled to receive payments in respect of Communications
Equipment at or relating to a Site which is not a 1993/1994
Tariff Qualifying Site (as defined in the Tariff which is
entitled the Tariff for 1993/1994 Sites), in respect of that
Communications Equipment (but not in respect of any other
Metering Equipment which is not Communications Equipment):

(i)   ensure there is installed Communications Equipment
(including its component parts) which complies with the
provisions of this Schedule, Part XV of this Agreement and
the relevant Code of Practice or shall be the subject of,
and comply with, a dispensation agreed in accordance with
paragraph 14, and which uses such communications protocols
as may be selected in accordance with paragraph 7.2.2 of
this Schedule;

(ii)  at its own cost and expense (but without prejudice to
its right to charge any other person for such service
pursuant to another agreement or arrangement) keep
installed, in good working order, repair and condition that
Communications Equipment (including its component parts) to
allow for the correct transmission of data in accordance
with this Agreement (whether or not such data are actually
required to be transmitted for the purposes of this
Agreement); and

(iii)     provide to the Settlement System Administrator
such information in respect of that Communications
Equipment as it would be required to provide pursuant to
this Schedule, Part XV of this Agreement and the relevant
Agreed Procedure, were it, in respect of that Qualifying
Site at or in relation to which that Communications
Equipment is installed, an Operator in respect of a Site
at the point of connection to a Second Tier Customer for
the purposes of the Settlement System Administrator
recording and keeping up-to-date details of that
Communications Equipment on the Register.

22.10   Transitional Arrangements: It is hereby expressly
acknowledged and agreed by the Parties and Meter Operator
Parties that, with effect from the date this provision
comes into effect, references in the Tariff, which on 22nd
April, 1994 became effective as at 1st January, 1994 (if
not then superseded), to "Potential Operator" shall be
read, with respect to any obligation then unperformed, or
right then unenjoyed, as if that reference were a
reference to a Tariff Operator.

<PAGE>
                                PART 11

                        TRANSITIONAL ARRANGEMENTS

23.  TRANSITIONAL ARRANGEMENTS

23.1   Transitional Arrangements: With effect from the date
this Schedule came into effect (the "NSD Date") each Party
which is at that date an Operator or a Potential Operator
shall be deemed to be a Meter Operator Party (in addition to
continuing as a Party in any other capacity) and to have
complied with all the requirements of or referred to in this
Schedule 21 relating to admission as a Meter Operator Party
and as an Operator. Such Parties are more particularly
described in Annex 4 hereto. The Parties acknowledge and
confirm that the deemed admission of an existing Party as a
Meter Operator Party shall not affect that Party's rights
and obligations under any agreement or arrangement relating
to being an Operator entered into or existing between the
Parties or any of them prior to such deemed admission, and
that accordingly such agreement or arrangement shall
continue notwithstanding the change and any reference to
that Party being an Operator under this Agreement shall be
construed as being an Operator as a Meter Operator Party.

23.2 Saving: Notwithstanding paragraph 23.1, each Party to
which this Part 11 applies expressly acknowledges and agrees
that, notwithstanding any deemed satisfaction of the
conditions which are required to be fulfilled as at the NSD
Date in accordance with this Schedule for the purposes of
admission as a Meter Operator Party and as Operator, it
shall be subject (but only with prospective effect; that is
to say to the effect that any conditions which apply as at
the NED Date are deemed to be fulfilled and need not then be
fulfilled as a continuing obligation) to the continuing and
further conditions for registration as an Operator from time
to time and to the provisions of paragraph 4.4, and that it
shall be subject to the provisions for the resignation,
removal and cessation as Operator in respect of any Metering
System, or as Meter Operator Party, as the case may be, in
accordance with the provisions of this Schedule as at the
date hereof and from time to time, and after any such
resignation, removal or cessation as a Meter Operator Party,
it shall be subject in full to the procedures for admission
as a Meter Operator Party and Operator as may be set out
from time to time in this Schedule.
<PAGE>

                        PART 12

INCORPORATION OF OTHER PROVISIONS OF THIS AGREEMENT

24.  INCORPORATION BY REFERENCE

Incorporation by reference: The provisions of Clauses
1.2, 1.3, 8.6, 34.1, 34.2, 34.3, 37.3, 66.7, 68, 69,
70, 71, 74, 75, 76, 77, 78, 79, 80, 81, 82, 83, 84 and
85 of the Pooling and Settlement Agreement, Sections 4
and 7 of Schedule 4 thereto and Sections 3 and 4 of
Part E of the Appendix to that Schedule shall be deemed
to be incorporated into this Schedule 21 mutatis
mutandis as if each reference therein to the word
"Party" were a reference to the words "Party and Meter
Operator Party" and to the word "Parties" were to the
words "Parties and Meter Operator Parties.
      
<PAGE>

                        PART 13

SECOND TIER UNMETERED SUPPLIES

25.  SECOND TIER UNMETERED SUPPLIES

Notwithstanding any of the other provisions of this
Schedule, the provisions of Clause 60.19 and any Second
Tier Unmetered Supplies Procedures shall, to the extent
they are supplemental to or conflict with any other
provisions of this Schedule, govern the rights and
obligations of the Parties (including each Operator and
each Meter Operator Party) in relation to Second Tier
Unmetered Supplies.
      
<PAGE>

                          ANNEX 1

    Form of Meter Operator Party Admission Application

The Executive Committee for the
Pooling and Settlement System in England and Wales

[copy to: the Settlement System Administrator]

Dear Sir,

[Date]

1. We [insert full legal name and address of
registered/principal office of applicant] refer to Schedule
21 to the Pooling and Settlement Agreement for the
electricity industry in England and Wales dated 30th March,
1990 (as amended, varied, supplemented, modified or
suspended, the "Pooling and Settlement Agreement").

2. Unless the context otherwise requires, words and
expressions defined in the Pooling and Settlement Agreement
for the purposes of Schedule 21 to the Pooling and
Settlement Agreement shall bear the same meanings
respectively when used herein.

3. We hereby apply to be admitted as an additional party in
accordance with, and for the purposes only of, Schedule 21
to the Pooling and Settlement Agreement pursuant to
paragraph 3 and subject to the terms set out in paragraph 2
thereof. We wish to participate thereunder in the capacity
of a Meter Operator Party.

4. We hereby represent and warrant to the Executive
Committee (for itself and on behalf of all the Parties and
Meter Operator Parties) that:

(A)  we are duly organized and validly existing under the
laws of the jurisdiction of our organization or
incorporation;

(B)  we have the power to execute and deliver our Meter
Operator Party Accession Agreement and any other
documentation relating to that Agreement or the Pooling and
Settlement Agreement and such other agreements as are
required thereby and to perform our obligations hereunder
or thereunder and we have taken all necessary action to
authorize such execution, delivery and performance; and

(C)  such execution, delivery and performance do not
violate or conflict with any
law applicable to us, any provision of our constitutional
documents, any order or judgment of any court or other
agency of government applicable to us or any of our assets
or any contractual restriction on or affecting us or any of
our assets.
 
    We confirm that these representations and warranties
will also be true and correct in all material respects at
the date of our admission as a New Meter Operator Party.

5. We enclose the application fee of pounds [   ]*.

6. We accept and agree to be bound by the terms of
paragraph 3 of Schedule 21 to the Pooling and Settlement
Agreement.

                     Yours faithfully,

           duly authorized for and on behalf of
  insert full legal name of the New Meter Operator Party]

*  Insert current application fee prescribed by the
Executive Committee.

 <PAGE>
                           ANNEX 2

       Form of Meter Operator Party Resignation Notice

The Secretary of the Executive Committee for the Pooling and
Settlement System in England and Wales

[copied to: the Settlement System Administrator]

Dear Sir,

1. We [insert full legal name and address of
registered/principal office of applicant] refer to Schedule
21 to the Pooling and Settlement Agreement for the
electricity industry in England and Wales dated 30th March,
1990 (as amended, varied, supplemented, modified or
suspended, the "Pooling and Settlement Agreement").

2. Unless the context otherwise requires, words and
expressions defined in the Pooling and Settlement Agreement
for the purposes of Schedule 21 to the Pooling and
Settlement Agreement shall bear the same meanings
respectively when used herein.

3. We hereby give notice pursuant to paragraph 5.1 of
Schedule 21 to the Pooling and Settlement Agreement that we
are resigning as a Meter Operator Party with effect from the
date falling 28 days after receipt by you of this Meter
Operator Party Resignation Notice.

4. We confirm that in giving this notice of resignation, we
are not and will not be in breach of the restriction on
resignation set out in paragraph 5.2 of Schedule 21 to the
Pooling and Settlement Agreement.

5. We acknowledge that our resignation as a Meter Operator
Party is without prejudice to our accrued rights and
liabilities and any rights and liabilities which may accrue
to us in relation to the period during which we were a Meter
Operator Party under Schedule 21 to the Pooling and
Settlement Agreement or any agreement referred to in
paragraph 5.2 of Schedule 21 to the Pooling and Settlement
Agreement.

6. We further expressly acknowledge and confirm that our
resignation as a Meter Operator Party pursuant to Schedule
21 to the Pooling and Settlement Agreement is without
prejudice to our past, present and future accrued or
accruing rights and liabilities as a Party
to the Pooling and Settlement Agreement in any capacity
whatsoever other than that of Meter Operator Party.

                    Yours faithfully,

   duly authorized for and on behalf of
[insert full legal name of Meter Operator Party]
 
<PAGE>

                           ANNEX 3

      Form of Meter Operator Party Accession Agreement

THIS SUPPLEMENTAL AGREEMENT is made on [          ] BETWEEN:


     (1) [
], a company incorporated [with limited liability] under the
laws of [               ] [(registered number [
])] and having its [registered] [principal] office at [
] (the "New Meter Operator Party"); and
     
     (2) [                       ] (the "Nominee") on
behalf of all the parties to the Pooling and Settlement
Agreement referred to below.
       
     WHEREAS

     (A)  by an agreement dated 30th March, 1990 made
between the Founder Generators
named therein (1), the Founder Suppliers named therein (2),
Energy Settlements and Information Services Limited
(formerly NGC Settlements Limited) as Settlement System
Administrator (3), Energy Pool Funds Administration Limited
as Pool Funds Administrator (4), The National Grid Company
pie as Grid Operator and Ancillary Services Provider (5),
and Scottish Power pie and Electricite de France, Service
National as Externally Interconnected Parties (6) (as
amended, varied, supplemented, modified or suspended, the
"Pooling and Settlement Agreements) the parties thereto
agreed to give effect to and be bound by certain rules and
procedures for the operation of an electricity trading pool
and the operation of a settlement system;

     (B)  by paragraph 2 of Schedule 21 to the Pooling and
Settlement Agreement additional parties may be admitted to
that Agreement for the purposes of, and only to be bound by
and conferred rights in accordance with, Schedule 21 thereto
in the capacity of Meter Operator Party; and

     (C)  the New Meter Operator Party has requested that it
be admitted as a Meter Operator Party pursuant to paragraph
3 of Schedule 21 to the Pooling and Settlement Agreement and
each of the Parties and Meter Operator Parties hereby agrees
to such admission.

NOW IT IS HEREBY AGREED as follows:

1.   Unless the context otherwise requires, words and
expressions defined in the Pooling and Settlement Agreement
used for the purposes of Schedule 21 to the Pooling and
Settlement Agreement shall bear the same meanings
respectively when used herein.

2.   The Nominee (acting on behalf of each of the Parties
and Meter Operator Parties) hereby admits the New Meter
Operator Party as an additional Meter Operator Party under
Schedule 21 to the Pooling and Settlement Agreement on the
terms and conditions hereof and with effect from [insert
effective date of admission].
      
3.   The New Meter Operator Party hereby accepts its
admission as a Meter Operator Party and undertakes with the
Nominee (acting on behalf of each of the Parties and Meter
Operator Parties) to perform and to be bound by the terms
and conditions of Schedule 21 to the Pooling and Settlement
Agreement as a Meter Operator Party as from the [insert
effective date of admission].

4.   For all purposes in connection with the Pooling and
Settlement Agreement the New Meter Operator Party shall as
from the [insert effective date of admission] be treated
including for the purposes of paragraph 2 of Schedule 21 to
the Pooling and Settlement Agreement as if it had been a
signatory of the Pooling and Settlement Agreement as a Meter
Operator Party and as if this Agreement were part of the
Pooling and Settlement Agreement, and the rights and
obligations of the Parties and Meter Operator Parties shall
be construed accordingly.

5.   The New Meter Operator Party, the Parties and the Meter
Operator Parties expressly acknowledge and confirm that,
pursuant to paragraph 2.1 of Schedule 21 to the Pooling and
Settlement Agreement with effect from [insert effective date
of admission] the New Meter Operator Party shall only be
bound by, and conferred rights in accordance with, Schedule
21 to the Pooling and Settlement Agreement in the sole
capacity of Meter Operator Party.

6.   The New Meter Operator Party expressly consents to be
bound by the provisions of paragraphs 2.2 and 2.3 of
Schedule 21 to the Pooling and Settlement Agreement.

7.   This Agreement and the Pooling and Settlement Agreement
shall be read and construed as one document and references
in the Pooling and Settlement Agreement to the Pooling and
Settlement Agreement (howsoever expressed) shall be read and
construed as references to the Pooling and Settlement
Agreement and this Agreement.

8.   This Agreement shall be governed by and construed in
all respects in accordance with
English law and the provisions of Clauses 83 and 84 of the
Pooling and Settlement Agreement as incorporated into
Schedule 21 thereto by paragraph 24 thereof shall apply
hereto mutate mutandis.

AS WITNESS the hands of the duly authorized representatives
of the parties hereto the date and year first above written.

[New Meter Operator Party]

By:

Notice details (Clause 75 of the Pooling and Settlement
Agreement as incorporated into Schedule 21 thereto by
paragraph 24 thereof)

Address:

Telex number:

Facsimile number:

Attention:

[Nominee]

(for and on behalf of each of the parties (including Meter
Operator Parties) to the Pooling and Settlement Agreement)

<PAGE>

             ANNEX 4

List of Existing Meter Operator Parties
Qualifying under the Transitional Arrangements

Derwent Cogeneration Limited
Eastern Group plc
East Midlands Electricity plc
Elm Energy & Recycling (UK) Limited
Humber Power Limited
Joseph Crosfeld & Sons, Limited
London Electricity plc
Manweb plc
Marc Rich & Co. AG
Medway Power Limited
Meter Operators Limited
Midlands Electricity plc
The National Grid Company plc
National Power PLC
Northern Electric plc
NORWEB plc
Nuclear Electric plc
PowerGen plc
Schlumberger Industries Limited
Scottish Hydro-Electric PLC
SEEBOARD plc
Southern Electric plc
South Wales Electricity plc
South Western Electricity plc
Teesside Power Limited
Yorkshire Electricity Group plc
<PAGE>

                        ANNEX 5
Non-Exhaustive Diagrammatic Representations of Metering
                        Systems

Examples of the configuration of Metering Systems for
the purposes of this Agreement are set out as I to 7
(b).
<PAGE>

          ANNEX 6

                  List of Existing Meter Operator Parties
Control Devices and Services Limited
Derwent Cogeneration Limited
E Squared Limited
Eastern Group plc
East Midlands Electricity plc
Elm Energy & Recycling (UK) Limited
Humber Power Limited
Joseph Crosfield & Sons, Limited
Keadby Generation Limited
London Electricity plc
Manweb plc
Marc Rich & Co. AG
Medway Power Limited
Meter Operators Limited
Midlands Electricity plc
Mission Energy Services Limited
The National Grid Company plc
National Power PLC
Northern Electric plc
Northern Energy Services Limited
NORWEB plc
Nuclear Electric plc
PowerGen plc
Powermet Limited
Schlumberger Industries Limited
Scottish Hydro-Electric PLC
Scottish Power plc
SEEBOARD plc
Slough Electricity Supplies Limited
Southern Electric plc
South Wales Electricity plc
South Western Electricity plc
Teesside Power Limited
Yorkshire Electricity Group plc
<PAGE>
      
                      SCHEDULE 22

       1998 PROGRAMME FUNDING AND COST RECOVERY

1.   DEFINITIONS AND INTERPRETATION

1.1  Definitions: In this Schedule, except where the
context otherwise requires:

"1998 Programme Costs" means the development and
implementation costs of the 1998 Programme comprising
the following:

(a) the costs and expenses of implementing Approved
Funding Tranches approved in the period until the
Implementation Date; and

(b) Accrued Costs,

in so far as such costs relate to the 1998 Programme;

"1998 Programme" means the programme of work undertaken
by the Pool to establish the systems and processes to
support the trading and settlement system to facilitate
the full introduction of a competitive supply market on
1st April, 1998, as described in the Operational
Framework;

"1998 Sub-Committees" means the sub-committees, the
Programme Board and project boards established to
develop and implement the 1998 Programmer

"Accrued Costs" means the costs accrued in relation to
the 1998 Programme prior to 1st April, 1996, which Pool
Members agree amount to pounds 2,878,000 at 1st April, 1996,
together with interest calculated at the base rate of
Barclays Bank PLC from time to time compounded, with
monthly rests, until the date of payment, which costs
are repayable in accordance with sub-section 2.4;

"Aggregate Charging Limit" or "ACL" means the aggregate
amount of 1998 Programme Costs recoverable by the
Public Electricity Suppliers pursuant to Section 8;

"Approved Funding Tranches" means the Funding Tranches
approved by the Steering Group in accordance with
sub-section 3.4 or by Public Electricity Suppliers in
accordance with sub-section 7.2;

"EPFAL" means Energy Pool Funds Administration Limited
(registered number 2444187) whose registered office is
situate at 185 Park Street, London SE1 9DY or such
other person as may be appointed as its successor from
time to time as Pool Funds Administrator pursuant to
Schedule 15;

"Financing Costs" or "FC" means the amount of costs to
be incurred and recovered by the Public Electricity
Suppliers in respect of their financing of 1998
Programme Costs, such amount being equal to interest upon 
1998 Programme Costs at the base rate of Barclays Bank PLC from 
time to time compounded, with monthly rents, accruing from
the date of payment by the Public Electricity Suppliers
of such 1998 Programme Costs, until the date the Public
Electricity Suppliers are reimbursed in accordance with
Section 8;

"Funding Tranches" means individual and groups of work
packages submitted for approval by the Steering Group
or Public Electricity Suppliers in accordance with sub
section 3.4 or, as the case may be, Section 7;

"lmplementation Date" means the date on which the first
of the following occurs:

(a)  a competitive supply market begins to operate in
respect of customers below
100kW;

(b)  the Executive Committee requires work on the 1998
Programme to cease as agreed or sanctioned by the
Secretary of State or the Director; and

(c)  the systems and processes developed by the Pool
required to facilitate the beginning of the competitive
supply market in respect of customers below 100kW would
be able to operate, as determined by an independent
expert jointly appointed by the Public Electricity
Suppliers, the Chief Executive and the Director, but
are not capable of operating because of other
circumstances or, if later, 1st April, 1998;

"Operational Framework" means the 1998 Operational
Framework of the Pool (Release 4.2) submitted to the
Director as of 31st March, 1996;

"PES Votes" means, in relation to a Public Electricity
Supplier, the number of votes to which such Public
Electricity Supplier is entitled from time to time,
determined in accordance with Section 6;

"Pool" means The Electricity Pool of England and Wales;

"Programme Board" means the 1998 Programme Management
Board established by the Executive Committee to
monitor, review and oversee implementation of the 1998
Programmer

"Programme Budget" means an estimate of the overall
cost of implementing the 1998 Programme, including
detailed cost estimates for each element of the 1998
Programme required to be incurred, each element to be
broken down into all identified Funding Tranches with
each Funding Tranche to contain the details of the
timing of the work, the scope of work and the likely
costs and expenses to be. incurred in its performance,
approved in accordance with Section 5;

"Programme Share" means, in relation to a Public
Electricity Supplier, the share of 1998 Programme Costs
of such Public Electricity Supplier, determined in
accordance with Section 6;

"Requisite Proportion" means, in the case of the
approval by Public Electricity Suppliers in writing or
in separate meeting of the matters referred to:

(a) in paragraphs 7.2(a) and 7.2(c), 65 per cent.; and

(b) in paragraph 7.2(b), 50 per cent.,

in the case of written consent, of the total PES Votes
of all Public Electricity Suppliers and, in the case of
a separate general meeting, of the total PES Votes of
those Public Electricity Suppliers as (being entitled
to do so) vote in person or by proxy at the relevant
separate general meeting of which notice specifying the
intention to propose the resolution has been duly
given; and

"Steering Group" means the 1998 Programme Steering
Group established pursuant to Section 3, save that if
the Executive Committee so determines, such Steering
Group may be disbanded, in which case the Executive
Committee shall act as and have the same rights and
obligations as the Steering Group for the purposes of
this Schedule, as such rights and obligations are set
out in Section 3, and in that event references in this
Schedule to a member of the Steering Group appointed by
a member of the Executive Committee appointed by Public
Electricity Suppliers shall be read as references to
any member of the Executive Committee appointed by
Public Electricity Suppliers.

1.2  Interpretation: In the event of any inconsistency
or conflict between the provisions of this Schedule and
the other provisions of the Agreement in relation to
the 1998 Programme Costs or the Operational Framework,
the provisions of this Schedule shall, unless otherwise
expressly provided, prevail.

2.   PROGRAMME FUNDING

2.1  Programme Costs: All 1998 Programme Costs shall be
paid or reimbursed by Public Electricity Suppliers or
by a person or persons on their behalf in accordance
with this Schedule.

2.2  Allocation of 1998 Programme Costs after lst
April, 1996: In respect of each month after 1st April,
1996, the 1998 Programme Costs incurred in such month
shall be allocated amongst Public Electricity Suppliers
according to their respective Programme Shares.

2.3  Payment and collection:

2.3.1 EPFAL shall collect from Public Electricity
Suppliers the amounts which they are obliged to pay
towards the 1998 Programme Costs and each Public


Electricity Supplier will be obliged to pay its
proportionate share of the 1998 Programme Costs
(together with Value Added Tax thereon, if applicable)
against receipt of any invoice therefor issued by
EPFAL.

2.3.2 EPFAL shall arrange for collection from each
Public Electricity Supplier of its proportionate share
of the 1998 Programme Costs in such manner as may be
agreed by EPFAL with the Public Electricity Suppliers
from time to time which may include collection in
advance) and Public Electricity Suppliers shall comply
with such collection procedures and, in particular,
shall make payment within the time period prescribed by
such procedures. In the event of a failure to agree
such procedures by 31st August, 1996, the Steering
Group shall prescribe the interim procedures to be
followed.

2.3.3 If any Public Electricity Supplier fails to pay
an amount due under this Schedule within fifteen (15)
days of the due date for such payment (such Public
Electricity Supplier being a Non-paying PES") each Pool
Member (other than the Non-paying PES) shall be
severally liable for its Contributory Share (calculated
on the basis that the Points allocated to the
defaulting Nonpaying PES are disregarded) and EPFAL
shall accordingly be entitled to recover the due
proportion of that amount from each Pool Member (other
than the Non-paying PES). In that event, EPFAL shall
advise each Pool Member of the amount payable by
invoice dispatched to each Pool Member and each Pool
Member shall pay the amount advised in the relevant
invoice within fifteen (15) days after the invoice
date.

2.3.4 A Non-paying PES shall indemnify and keep
indemnified each Pool Member on demand against all sums
properly paid by such Pool Member pursuant to this
sub-section 2.3.

2.3.5 Each Pool Member shall give notice to the Pool
Funds Administrator before instituting any action or
proceedings in any court to enforce payments due to it
pursuant to this Schedule. Upon receipt of any notice
under this paragraph 2.3.5, the Pool Funds
Administrator will as soon as practicable notify the
Executive Committee, all Pool Members and the Director.
The provisions of sub-section 24.4 of Schedule 11 shall
apply mutatis mutandrs in respect of any payment due
from a Non-paying PES pursuant to this Schedule.

2.3.6 Upon EPFAL becoming aware of a Public Electricity
Supplier becoming a Non-paying PES, it shall notify the
Executive Committee, the remaining Pool Members and the
Director, and the Executive Committee shall convene and
cause to be convened a general meeting of Pool Members
as soon as possible thereafter, which meeting will
determine whether any further 1998 Programme Costs
shall be incurred.

2.3.7 The provisions of paragraphs 15.2.3,15.2.4 and
sub-section 15.3 of Schedule 15 shall in any event
apply mutatis mutants in respect of all payments
required to be made pursuant to this Section 2.

2.4  Accrued Costs: As soon as reasonably practicable, but in
any event no later than 30th September, 1996, Pool Members
will pay each other such sums as will ensure that all Accrued
Costs have effectively been paid for or reimbursed only by
Public Electricity Suppliers and, as between Public
Electricity Suppliers, according to their respective
Programme Shares.

3.   PROGRAMME EXPENDITURE AND THE STEERING GROUP

3.1  Authority to incur expenditure: No 1998 Programme Costs
shall be incurred by 1998 Sub-Committees other than pursuant
to Approved Funding Tranches.

3.2  Establishment: Pool Members hereby establish the
Steering Group as a sub-committee of the Executive Committee
upon the terms and subject to the conditions of this Schedule
22.

3.3  Steering Group Members: Each member of the Executive
Committee shall have the right to appoint a member of the
Steering Group.

3.4  Approval of programme expenditure:

3.4.1     The Steering Group will notify each 1998
Sub-Committee and such persons as may be nominated by each
Public Electricity Supplier in writing to the Steering Group
from time to time ("PES Nominees"), no later than 10 working
days prior to holding any meeting of the date that meeting
will be held, save that, if at least 5 members of the
Steering Group (including at least 3 appointed by members of
the Executive Committee appointed by Public Electricity
Suppliers) consent, a meeting of the Steering Group may be
held on 48 hours' notice.

3.4.2     Prior to approving any further work packages after
15th July, 1996, undertaking or commissioning any work in
respect of the 1998 Programme, the Programme Board or any
member of the Steering Group shall submit one or more Funding
Tranches to the Steering Group (with a copy to all PES
Nominees) at least 5 working days in advance of any meeting
of the Steering Group, for approval. Each Funding Tranche
shall contain details of the scope of the work proposed to be
undertaken and a budget of all costs associated with it,
comparison of all its elements against the Programme Budget
(or, if the Programme Budget shall not then have been agreed,
against the planned budget). Any amount to be reimbursed in
respect of costs incurred in relation to work packages
approved in the period between 31st March, 1996 and 15th
July, 1996 shall also be the subject of a Funding Tranche or
Funding Tranches to be submitted to the Steering Group (with
a copy to all PES Nominees) by the Programme Board or any
member of the Steering Group at least five working days in
advance of a meeting of the Steering Group. Each such Funding
Tranche shall contain details of the scope of the work
undertaken and details of the costs associated with it.


3.4.3At each meeting of the Steering Group, the Steering
Group shall resolve whether to approve Funding Tranches duly
submitted to it in accordance with paragraph 3.4.2, and,
subject to any appeal to Public Electricity Suppliers, any
Funding Tranche so approved will become an Approved Funding
Tranche. Notwithstanding the decision taken, any Public
Electricity Supplier or any member of the Steering Group
appointed by a member of the Executive Committee appointed
by Public Electricity Suppliers may, within 5 working days
of the resolution of the Steering Group, by notice in
writing to the Steering Group, appeal the matter to be
considered by Public Electricity Suppliers under sub-section
7.2. If the Public Electricity Suppliers then resolve to
approve the Funding Tranche, it shall become an Approved
Funding Tranche. If the matter has been appealed and Public
Electricity Suppliers do not so approve it, the Funding
Tranche shall not be an Approved Funding Tranche.

3.4.4As soon as the Programme Board becomes aware that the
cost of any work carried out pursuant to any Approved
Funding Tranche is likely to exceed the budget considered by
the Steering Group in paragraph 3.4.2 above, it shall
forthwith prepare a revised budget and deliver it to the
Steering Group, at which point the Steering Group and, if
necessary, the Public Electricity Suppliers, will follow the
procedure set out in paragraphs 3.4.2 and 3.4.3 in
considering whether to authorize the continuation of work
under the Approved Funding Tranche, in accordance with such
revised budget. If (a) the Steering Group does not resolve
to approve the revised budget, in accordance with paragraph
3.4.2 or (b) after referral to Public Electricity Suppliers
in accordance with sub-section 7.2 they resolve not to
approve the revised budget, then the relevant 1998
Sub-Committee shall undertake no work to implement the
Approved Funding Tranche which would lead to the cost of
implementing the Approved Funding Tranche exceeding the
original budget. If the revised budget is approved in
accordance with paragraph 4.3.2 or, as the case may be,
sub-section 7.2, the cost of that Approved Funding Tranche
will be adjusted accordingly.

3.4.5Any Steering Group member may by reasonable notice
request such information of the Chief Executive or the
Programme Board as may be reasonably required to assess the
performance of the 1998 Programme against the Programme
Budget and Approved Funding Tranches, it being understood
that the Chief Executive and the Programme Board shall not
be required to comply with any such information request
unless it is made by 3 or more members of the Steering
Group.

3.5  Voting: Any question or matter considered by the
Steering Group shall be resolved by a simple majority of
votes of members of the Steering Group.

4.   THE OPERATIONAL FRAMEWORK


4.1  Changes to Operational Framework: Subject to
sub-section 4.2, any addition to, deletion from or other
change to the Operational Framework by or on behalf of Pool
Members shall be made only with the prior approval of Pool
Members in general meeting.

4.2  Effect on 1998 Programme Costs: If any addition to,
deletion from or other change to the Operational Framework
may lead to an increase in the 1998 Programme Costs then,
unless such addition, deletion or other change has been
approved by the Public Electricity Suppliers in writing or
in separate general meeting, the proposed addition, deletion
or other change shall not take effect unless Pool Members so
resolve (in which case any costs incurred as a result of the
addition, deletion or other change in question shall not be
1998 Programme Costs).

5.   PROGRAMME BOARD AND PROGRAMME BUDGET

5.1  Constitution of the Programme Board: At all times, the
Programme Board shall comprise three senior users, one
senior technical user (together the "Senior Users") and the
Chief Executive. One of the Senior Users shall be an
appointee of all Pool Members other than Public Electricity
Suppliers, and the other three shall be appointees of the
Public Electricity Suppliers.

5.2  Voting: It is the intention of Pool Members that the
Programme Board shall resolve matters by way of consensus.

5.3  Preparation of the Programme Budget: The Programme
Board shall prepare and submit a draft programme budget by
no later than 15th July, 1996 for approval by the Steering
Group. The procedure for approval of the draft programme
budget shall follow that for approval of Funding Tranches in
paragraphs 3.4.2 and 3.4.3, save that if either the Steering
Group or Public Electricity Suppliers do not approve the
draft programme budget, they shall notify the Programme
Board of any areas requiring revision and the Programme
Board shall, as soon as reasonably practicable after such
notification, re-submit the draft programme budget to the
Steering Group. Once the draft programme budget is approved
it shall be the Programme Budget.

6.   PROGRAMME SHARES AND PES VOTES

6.1  Programme Shares and PES Votes: The Programme Share and
PES Vote of each Public

Electricity Supplier shall be that set opposite its name in
column 2 of the table in sub
section 6.2.

6.2  Table:


          Column 1                       Column 2
         Name of PES             Programme Shares and PES
                                           Votes
                                             
Eastern Group plc                         13.82%
                                             
East Midlands Electricity plc              9.61%
                                             
London Electricity plc                     8.50%
                                             
Manweb plc                                 5.71%
                                             
Midlands Electricity plc                   9.64%
                                             
Northern Electric plc                      5.44%
                                             
NORWEB Plc                                 8.99%
                                             
SEEBOARD PLC                               8.91%
                                             
Southern Electric plc                     11.75%
                                             
South Wales Electricity plc                3.64%
                                             
South Western Electricity plc              6.21%
                                             
Yorkshire Electricity Group                7.78%
plc

6.3  In the event of any merger between one or more Public
Electricity Suppliers any successor company shall have the
aggregate Programme Shares and PES Votes of its
predecessors. Any successor to part only of the authorized
area (as such term is defined in its PES Licence) of a
Public Electricity Supplier and the Public Electricity
Supplier retaining the other part shall have such PES Votes
and Programme Shares as the Director shall determine.

7    PES MEETINGS

7.1  PES Meetings: The following provisions of this Section
7 shall apply to separate general meetings of Public
Electricity Suppliers.

7.2  Requirements for PES Approval: The following matters
shall require Public Electricity Suppliers to give their
approval by the Requisite Proportion in separate general
meeting, or by the Requisite Proportion of Public
Electricity Suppliers giving their approval in writing to
take effect:

(a)  the approval of Funding Tranches by way of appeal
under sub-section 3.4;

(b)  the approval of any addition to, deletion from or
other change to the Operational Framework which may
lead to an increase in the 1998 Programme Costs; and

(c)  any addition to, deletion from or other charge to
this Schedule 22 (other than, for the avoidance of
doubt, the adoption of detailed drafting of the
provisions relating to the recovery of 1998 Programme
Costs in accordance with paragraph 8.2.3).

7.3  General Provisions: The provisions of Part III of
the Agreement relating to general  meetings of Pool
Members shall apply mutatis mutandis to separate
general meetings of Public Electricity Suppliers, but
so that:

(a)  the necessary requirement for notice in writing to
be given of any such separate general meeting shall be
5 working days rather than the period in Clause 9.3;

(b)  Clause 10.9 shall not apply although the Pool
Auditor and the Director or its
or his duly authorized representative shall have the
right to attend and speak (but not vote) at such
separate general meetings;

(c)  such separate general meetings shall be convened
by the Secretary upon receipt of a request from a
Public Electricity Supplier or a member of the Steering
Group appointed by an Executive Committee Member
appointed by Public Electricity Suppliers;

(d)  the necessary quorum shall be 6 or more Public
Electricity Suppliers present in person together
representing 50 per cent. or more of the aggregate
number of PES Votes of all Public Electricity Suppliers
and if no quorum is present within half an hour from
the time appointed for the separate general meeting,
the separate general meeting shall be adjourned until
the following working day;

(e)   references to Total Votes shall be substituted by
references to PES Votes; and

(f)  notice of any such separate general meeting need
to be given only to those entitled to attend the same,

and any resolution put to any such separate general
meeting shall, to be passed, require the Requisite
Proportion of votes in favour.

RECOVERY OF 1998 PROGRAMME COSTS

8.1 - Calculation of Aggregate Charging Limit: The
Aggregate Charging Limit shall be calculated in the
following manner

8.1.1     if Total 1998 Programme Costs are less than
the Lower Limit then:

                ACL = LL - LL- T1998 PC  +FC
                           ------------
                                2         

8.1.2     if Total 1998 Programme Costs are equal to or
greater than the Lower Limit and less than or equal to
the Upper Limit then:

               ACL = T1998 PC + FC; and

8.1.3     if Total 1998 Programme Costs are greater
than the Upper Limit then:

             ACL = UL+ T1998 PC - UL + FC
                       -------------
                              2

in each case, where, subject to the provisions set out
below:

the Lower Limit ("LL") = pounds 48,000,000;

the Upper Limit ("UL") = pounds 58,000,000; and

the Total 1998 Programme Costs ("T1998 PC") = the
aggregate amount of 1998 Programme Costs,

save that if, as a result of any addition to, deletion
from or other change to the Operational Framework
and/or the adoption of Approved Funding Tranches
pursuant to sub-section 3.4 or Section 7 outside the
scope of the Operational Framework, the Total 1998
Programme Costs are changed by any amount in excess of
pounds 50,000 then, subject to prior approval by the
Director, both the Lower Limit and the Upper Limit
shall be adjusted by the amount of such change.

8.2  Recovery from under 100kw customers:

8.2.1The ACL is to be recovered, with allowance being
made for Financing Costs, over a maximum period of 5
years from the Implementation Date from all suppliers
of customers below 100kW on the basis of a charge per
megawatt hour supplied. The Public Electricity
Suppliers shall be entitled to recover the ACL in
proportion to the 1998 Programme Costs contributed by
them. If, for reasons other than force majeure (as
defined in paragraph 8.2.2 below), the Implementation
Date is later than 1st April, 1998, the Public
Electricity Suppliers or their agents will be able to
recover a proportionately lesser amount.

8.2.2     If, by reason of force majeure (which for
these purposes means any delay as a result of the
requirements of the Director or the Secretary of State
or any exceptional circumstances outside the control of
the Pool), the 1998 Programme is delayed or not implemented, 
full cost recovery of the ACL shall be made.

8.2.3     The principles for recovery set out in this
sub-section 8.2 require further detailed drafting. Pool
Members undertake to use their reasonable endeavors to
agree the detailed drafting by 1st October, 1996.

9.   SCHEDULE 22 CEASING TO HAVE EFFECT

Without prejudice to any accrued rights or liabilities,
the provisions of this Schedule 22 shall cease to have
effect on the date following that on which the final
payment has been made to the last Public Electricity
Supplier to be reimbursed its due proportion in respect
of 1998 Programme Costs and Financing Costs pursuant to
Section 8.

10.  ARRANGEMENTS WITH SCOTTISH PUBLIC ELECTRICIAN
SUPPLIERS

Pool Members envisage that the effect upon the
arrangements in respect of any contributions towards
the 1998 Programme Costs from Scottish Power plc and
Scottish Hydro-Electric plc shall be incorporated into
amendments to this Agreement once agreed. These may
include adjustments, if appropriate, to the Lower Limit
and the Upper Limit.
                       DATED 17 October, 1996
                           THE GENERATORS
                            named herein
                                  
                               - and -
                                  
                            THE SUPPLIERS
                            named herein
                                  
                               - and -
                                  
         ENERGY SETTLEMENTS AND INFORMATION SERVICES LIMITED
                 as Settlement System Administrator
                                  
                               - and -
                                  
              ENERGY POOL FUNDS ADMINISTRATION LIMITED
                     as Pool Funds Administrator
                                  
                               - and -
                                  
                    THE NATIONAL GRID COMPANY plc
          as Grid Operator and Ancillary Services Provider
                                  
                               - and -
                                  
                         SCOTTISH POWER plc
                                 and
               ELECTRICITE DE FRANCE, SERVICE NATIONAL
                            as Externally
                       Interconnected Parties
                                  
                               - and -
                                  
                          THE OTHER PARTIES
                            named herein
                                  
                               - and -
                                  
                     THE METER OPERATOR PARTIES
                            named herein
                                  
                                  
                     FIFTEENTH SUPPLEMENTAL DEED
          relating to the Pooling and Settlement Agreement
                    for the Electricity Industry
                        in England and Wales
                              CONTENTS
<PAGE>                                  

                                  
                                                          Page

1.   INTERPRETATION                                         2

2.   RESTATEMENT                                            2

3.   CONTINUATION OF THE POOLING AND SETTLEMENT AGREEMENT   2

4.   MISCELLANEOUS                                          2

5.   ENTIRE AGREEMENT                                       3

6.   GOVERNING LAW                                          3

SCHEDULE 1:         Part I: The Generators                  4

                    Part II: The Suppliers                  8

SCHEDULE 2:         The Other Parties                       12

SCHEDULE 3:         The Meter Operator Parties who are 
                    not Parties                             14

SIGNATORIES

<PAGE>

THIS SUPPLEMENTAL DEED is made on                       , 1996

BETWEEN: -

(1)  THE PERSONS whose names, registered numbers and registered or
principal offices are set out in Part I of Schedule 1;

(2)  THE PERSONS whose names, registered numbers and registered or
principal offices are set out in Part II of Schedule 1;

(3)  ENERGY SETTLEMENTS AND INFORMATION SERVICES LIMITED (registered
number 2444282) whose registered office is situate at Fairham House,
Green Lane, Clifton, Nottingham NG11 9LN as Settlement System
Administrator;

(4)  ENERGY POOL FUNDS ADMINISTRATION LIMITED (registered number
2444187) whose registered office is situate at 185 Park Street,
London SE1 9DY as Pool Funds Adm inistrator;

(5)  THE NATIONAL GRID COMPANY pie (registered number 2366977) whose
registered office is situate at National Grid House, Kirby Corner
Road, Coventry CV4 8JY as Grid Operator and Ancillary Services
Provider;

(6)  SCOTTISH POWER plc (registered number 117120) whose principal
office is situate at 1 Atlantic Quay, Glasgow G2 8SP, Scotland as an
Externally Interconnected Party;

(7)  ELECTRICITE DE FRANCE, SERVICE NATIONAL whose principal office
is situate at Departement Relations avec l'Etranger, Echanges
d'Energie, 2 Rue Louis Murat, 5eme etage, 75384 Paris, Cedex 08,
France as an Externally Interconnected Party;

(8)  THE OTHER PARTIES whose names, registered numbers and registered
or principal offices are set out in Schedule 2; and

(9)  THE METER OPERATOR PARTIES whose names, registered numbers and
registered or principal offices are set out in Schedule 3.

WHEREAS :

(A)  by a Pooling and Settlement Agreement for the Electricity
Industry in England and Wales dated 30th March, 1990 (the Spooling
and Settlement Agreement") the parties thereto agreed to give effect
to and be bound by certain rules and procedures for the operation of
an electricity trading pool and the operation of a settlement system;

(B)  the Pooling and Settlement Agreement has been amended by
supplemental agreements dated as of 30th June, 1990, as of 15th
October, 1990, 30th September, 1991, 29th November, 1991,16th
November, 1992, 31st March, 1993, 1st January, 1994, 22nd April,
1994, 15th March, 1995, 7th April, 1995,16th April, 1996 and 16
October, 1996 and hereinafter references to the Pooling and
Settlement Agreement are to that agreement as so amended; and

(C)  the parties to this Deed (being (i) all the Parties at the date
hereof and (ii) all the Meter Operator Parties at the date hereof)
have agreed to amend and restate the Pooling and Settlement Agreement
on the terms and subject to the conditions set out below,

NOW THIS DEED WITNESSES as follows:

1.   INTERPRETATION

1.1  Except where defined herein or where the context otherwise
requires, words and expressions defined in the Pooling and Settlement
Agreement shall have the same respective meanings when used in this
Deed and references to a document being uin the agreed form" are to
that document which shall have endorsed thereon the words "in the
agreed form" and which shall have been initialled by or on behalf of
the Chief Executive.

1.2  The table of contents and the headings to each of the Clauses
are inserted for convenience only and shall be ignored in construing
this Deed.

2.   RESTATEMENT

The parties hereby agree that with effect on and from the date of
this Deed the Pooling and Settlement Agreement shall be amended and
restated in the agree" form.

3.   CONTINUATION OF THE POOLING AND SETTLEMENT AGREEMENT

The Pooling and Settlement Agreement shall remain in full force and
effect and this Deed and the Pooling and Settlement Agreement shall
be treated as one document so that, upon the Pooling and Settlement
Agreement being amended and restated pursuant to Clause 2, all
references to the Pooling and Settlement Agreement shall be treated
as references to that agreement as amended by this Deed.

4.   MISCELLANEOUS

The provisions of Clauses 75 to 79 (inclusive) and 81 to 84
(inclusive) of the Pooling and Settlement Agreement shall be deemed
to be incorporated herein mutatis mutandis.

5.   ENTIRE AGREEMENT

5.1  Each party acknowledges that in entering into this Deed on the
terms set out herein it is not relying upon any representation,
warranty, promise or assurance made or given by any other party or
any other person, whether or not in writing, at any time prior to the
execution of this Deed which is not expressly set out herein.

5.2  None of the parties shall have any right of action against any
other party arising out of or in connection with any representation,
warranty, promise or assurance referred to in sub-clause 5.1 (except
in the case of fraud).

GOVERNING LAW
This Deed shall be governed by, and construed in all respects in
accordance with, English law.
IN WITNESS whereof this document has been duly executed and delivered
as a deed the day and year first above written

<PAGE>

                             SCHEDULE 1:
                       Part I: The Generators

                                                 
             Name             Registered Number  Registered or Principal
                                                 Office
                                                 
   Anglian Power Generators        2488955       Wherstead Park
   Limited                                       Wherstead
                                                 Ipswich
                                                 Suffolk
                                                 IP9 2AQ
                                                 
   Barking Power Limited           2354681       Devonshire House
                                                 M ayfair House
                                                 London W1X 5FH
                                                 
   British Nuclear Fuels plc       1002607       Risley
                                                 Warrington
                                                 Cheshire
                                                 WA3 6AS
                                                 
   Celtpower Limited               2656561       13 Charles II Street
                                                 London
                                                 SW1Y 4QT
                                                 
   Citigen (London) Limited        2427823       152 Grosvenor Road
                                                 Rivermill House
                                                 London
                                                 SW1V 3JL
                                                 
   Corby Power Limited             2329494       Mitchell Road
                                                 Phoenix Parkway
                                                 Corby
                                                 Northamptonshire
                                                 NN17 1QT
                                                 
   Derwent Cogeneration            2703635       Landsdowne House
   Limited                                       Berkeley Square
                                                 London W1X 5DH
                                                 
   Eastern Merchant                3116225       Wherstead Park
   Generation Limited                            Wherstead
                                                 Ipswich
                                                 S uffolk
                                                 IP9 2AQ
  
                                                 
   Electricite de France,             -          Department Relations avec
   Service National                              I'Etranger
                                                 Exchanges d'Energie
                                                 2 Rue Louis Murat
                                                 5eme etage
                                                 75384 Paris
                                                 Cedex 08
                                                 
   Elm Energy & Recycling          2516685       Elm Energy House
   (UK) Limited                                  Ettingshall Road
                                                 Wolverhampton
                                                 West Midlands WV2 2LA
                                                 
   Fellside Heat and Power         2614535       Fellside Lodge
   Limited                                       Seascale
                                                 Cumbria CA20 1PG
                                                 
   Fibrogen Limited                2547498       38 Clarendon Road
                                                 London W 11 SAD
                                                 
   Fibropower Limited              2234141       38 Clarendon Road
                                                 London W 11 SAD
                                                 
   First Hydro Company             2444277       Bala House
                                                 Lakeside Business Village
                                                 St. David's Park
                                                 Deeside
                                                 Clwyd CH5 3XJ
                                                 
   Independent Energy UK           3033406       3rd Floor
   Limited                                       33 Queen Street
                                                 Maidenhead
                                                 Berkshire
                                                 SL6 1NB
                                                 
   Keadby Generation Limited       2729513       Talbot Road
                                                 Manchester M 16 OH Q
                                                 
   Lakeland Power Limited          2355290       Roosecote Power Station
                                                 Roosecote Marsh
                                                 Barrow-in-Furness
                                                 Cumbria LA13 OPR
                                                 
   Magnox Electric plc             2264251       Berkeley Centre
                                                 Berkeley
                                                 Gloucestershire GL13 9PB
                                                 

   Medway Power Limited            2537903       Boston House
                                                 The Little Green
                                                 Richmond TW9 1QE
                                                 
                                                 
   Midlands Power (UK)             2251099       Mucklow Hill
   Limited                                       Halesowen
                                                 West Midlands B62 8BP
                                                 
                                                 
   National Power plc              2366963       Windmill Hill Business
                                                 Park
                                                 Whitehill Way
                                                 Swindon
                                                 Wiltshire
                                                 SN5 6PB
                                                 
   Nuclear Electric Limited        3076445       Barnett Way
                                                 Barnwood
                                                 Gloucester
                                                 GL4 3RS
                                                 
   Peterborough Power              2353599       Storeys Bar Road
   Limited                                       Peterborough PE1 5NT
                                                 
   PowerGen plc                    2366970       53 New Broad Street
                                                 London EC2M 1JJ
                                                 
   Regional Power Generators       2352390       Wetherby Road
   Limited                                       Scarcroft,
                                                 Leeds LS14 3HS
                                                 
   Scottish Hydro-Electric         117119        10 Dunkeld Road
   plc                                           Perth PH 1 5WA
                                                 
   Scottish Power plc              117120        1 Atlantic Q u ay
                                                 Glasgow G2 8SP
                                                 
   Slough Energy Supplies          2474514       342 Edinburgh Avenue
   Limited                                       Slough
                                                 SL1 4TU
                                                 
   South East London               2489384       37-41 Old Queen Street
   Combined Heat and Power                       London SW1H 9UA
   Limited
                                                 
   Teesside Power Limited          2464040       34 Park Street
                                                 London W1Y 3LE
                                                 
   Winterton Power Limited         3001798       800 Park Avenue
                                                 Aztec West
                                                 Almondsbury
                                                 Bristol BS12 4SE
                                              
<PAGE>

                       Part II: The Suppliers
                                                 
             Name             Registered Number  Registered or Principal
                                                 Office
                                                 
   British Gas Trading Ltd         3078711       Rivermill House
                                                 152 Grosvenor Road
                                                 London SW 1 V 3JL
                                                 
   British Nuclear Fuels pie       1002607       Risley
                                                 Warrington
                                                 Cheshire WAS 6AS
                                                 
   Candecca Resources              953066        Welton Gathering Centre
   Limited                                       Barefield Lane
                                                 Off Wragby Road
                                                 Sudbrooke
                                                 Lincoln LN2 2QY
                                                 
   Citigen (London) Limited        2427823       152 Grosvenor Road
                                                 Rivermill House
                                                 London SW 1V 3JL
                                                 
   Crosfield Limited                48745        Bank Quay
                                                 P.O. Box 26
                                                 Warrington
                                                 Cheshire WAS JAB
                                                 
   Eastern Group pie               2366906       Wherstead Park
                                                 P.O. box 40
                                                 Wherstead
                                                 Ipswich
                                                 Suffolk IP9 2AQ
                                                 
   East Midlands Electricity       2366923       P.O. Box 444
   pie                                           Woodyard Lane
                                                 Wollaton
                                                 Nottingham NG8 lEZ
                                                 
                                  
   Electricite de France,             -          Department Relations avec
   Service National                              l'Etranger
                                                 Echanges d'Energie
                                                 2 Rue Louis Murat
                                                 5eme etage
                                                 75384 Paris
                                                 Cedex 08
                                                 
   Energy Supply Contracts         172268        The Havens
   Limited                                       Ransomes Europark
                                                 Ipswich
                                                 Suffolk IP3 9SJ
                                                 
   Enron Capital and Trade         2463988       Four Millbank
   Resources Limited                             London SW1P 3ET
                                                 
   Impkemix Energy Limited         2076043       The Heath
                                                 Runcorn
                                                 Cheshire WA7 4QF
                                                 
   Independent Energy UK           3033406       3rd Floor
   Limited                                       33 Queen Street
                                                 M aidenhead
                                                 Berkshire
                                                 SL6 1NB
                                                 
   London Electricity plc          2366852       Templar House
                                                 81-87 High Holborn
                                                 London WC1V 6NU
                                                 
   Magnox Electric plc             2264251       Berkeley Centre
                                                 Berkeley
                                                 Gloucestershire GL13 9PB
                                                 
   Manweb plc                      2366937       Sealand Road
                                                 Chester CH 1 4LR
                                                 
   Midlands Electricity plc        2366928       Mucklow Hill
                                                 Halesowen
                                                 West Midlands B62 8BP
                                                 
   National Power plc              2366963       Windmill Hill Business Park
                                                 Whitehill Way
                                                 Swindon
                                                 Wiltshire
                                                 SN5 6PB
                                  
                                                 
   Norsk Hydro (UK) Limited        841421        Bridge House
                                                 69 London Road
                                                 Twickenham
                                                 Middlesex TQ 1 3RH
                                                 
   Northern Electric plc           2366942       Carliol House
                                                 Market Street
                                                 Newcastle upon Tyne
                                                 NE1 ONE
                                                 
   NORWEB plc                      2366949       Talbot Road
                                                 Manchester M16 OHQ
                                                 
   Nuclear Electric Limited        3076445       Barnett Way
                                                 Barnwood
                                                 Gloucester
                                                 GL4 3RS
                                                 
   PowerGen plc                    2366970       53 New Broad Street
                                                 London EC2M 1JJ
                                                 
   PowerState Limited              2859586       Douglas Bank House
                                                 Wigan Lane
                                                 Wigan WN1 2TB
                                                 
   Scottish Hydro-Electric         117119        10 Dunkeld Road
   plc                                           Perth PHI SWA
                                                 
   Scottish Power plc              117120        1 Atlantic Quay
                                                 Glasgow G2 8SP
                                                 
   SEEBOARD plc                    2366867       Forest Gate
                                                 Brighton Road
                                                 Crawley
                                                 West Sussex RH11 9BH
                                                 
   Shell Power Limited             2559630       Rowlands Way
                                                 Withenshawe
                                                 Manchester M22 5SB
                                                 
   Slough Energy Supplies          2474514       234 Bath Road
   Limited                                       Slough SL1 4EE
                                                 
                                  
   Southern Electric pie           2366879       Westacott Way
                                                 Littlewick Green
                                                 M aidenhead
                                                 Berkshire SL6 3QB
                                                 
   South Wales Electricity         2366985       Newport Road
   pie                                           St. Mellons
                                                 Cardiff CF3 9XW
                                                 
   South Western Electricity       2366894       800 Park Avenue
   plc                                           Aztec West
                                                 Almondsbury
                                                 Bristol BS12 4SE
                                                 
   The Renewable Energy            3043412       21 St. Thomas Street
   Company Limited                               Bristol BS 1 6US
                                                 
   UK Electric Power Limited       2844010       Stroud House
                                                 Russell Street
                                                 Stroud
                                                 Gloucestershire GL5 BAN
                                                 
   UML Limited                     661900        PO Box 115
                                                 Port Sunlight
                                                 Wirral
                                                 Merseyside
                                                 L62 4ZG
                                                 
   Yorkshire Electricity           2366995       Wetherby Road
   Group plc                                     Scarcroft
                                                 Leeds LS14 3HS
                                                 
<PAGE>                                  
                                  
                             SCHEDULE 2:
                          The Other Parties


             Name             Registered Number  Registered or Principal
                                                 Office
                                                 
   Accord Energy Limited           2877398       Rivermill House
                                                 152 Grosvenor Road
                                                 London SW1V 3JL
                                                 
   AES Barry Limited               3135522       Burleigh House
                                                 17-19 Worple Way
                                                 Richmond
                                                 Surrey TW 10 6AG
                                                 
   Alcan Aluminium UK              750143        Chalfont Park
   Limited                                       Gerrards Cross
                                                 Buckinghamshire
                                                 SL9 OQB
                                                 
   British Gas plc                 2006000       Rivermill House
                                                 152 Grosvenor Road
                                                 London SW1V 3JL
                                                 
   Cabah Energy Limited            2759706       190 Strand
                                                 London WC2R 1JN
                                                 
   Eastern Generation              2529347       Wherstead Park
   Services Limited                              Wherstead
                                                 Ipswich
                                                 Suffolk
                                                 IP9 2AQ
                                                 
   Enfield Energy Centre           2796628       Concorde House
   Limited                                       Concorde Way
                                                 Stockton on Tees
                                                 Cleveland
                                                 TS18 3RB
                                                 
   Fibrowatt Thetford              3057688       38 Clarendon Road
   Limited                                       London W 11 3AD
                                                 
   Humber Power Limited            2571241       18 S avile Row
                                                 London W1X 1AE
                                                 

   Hydra Electric Energy           2487475       Royex House
   Limited                                       Aldermanbury Square
                                                 London EC2V 7LD
                                                 
   Indian Queens Power             2928100       1 Northumberland Avenue
   Company Limited                               London WC2N 5BW
                                                 
   Keadby Power Limited            2548042       Talbot Road
                                                 M anchester
                                                 M16 OHQ
                                                 
   Kingsnorth Power Limited        2656343       190 Strand
                                                 London WC2R 1JN
                                                 
   Meter Operators Limited         2841018       Lynton House
                                                 7-12 Tavistock Square
                                                 London WC1H 9BQ
                                                 
   Pentex (East Midlands)          2275006       20 St. James Street
   Limited                                       London SWIG 4UJ
                                                 
   Rocksavage Power Company         18868        152 Grosvenor Road
   Limited                                       London SW1V 3JL
                                                 
   Seabank Power Limited           2591188       Union Buildings
                                                 15 Union Street
                                                 Aberdeen AS 1 2BU
<PAGE>                                                 

                             SCHEDULE 3:
           The Meter Operator Parties who are not Parties

             Name             Registered Number  Registered or Principal
                                                 Office
                                                 
   Control Devices and             1242585       P.O. Box 56
   Systems   Limited                             101 Mill Lane
                                                 Newbury
                                                 Berkshire
                                                 RG14 5RE
                                                 
   DrakMarn O&M Ltd                3124701       53 New Broad Street
                                                 London EC2M 1JJ
                                                 
   E. Squared Limited              2674129       Almac House
                                                 Church Lane
                                                 Bisley
                                                 Surrey
                                                 GU24 9DR
                                                 
   Northern Energy Services        2868141       5 Derwent Place
   Limited                                       Spotborough
                                                 Doncaster
                                                 DN5 7PN
                                                 
   PowerMet Limited                2877912       3 Park Place
                                                 London SW1A lLP
                                                 
   Scotcomms Partnership                         Slotline House
                                                 Largo Road
                                                 St. Andrews
                                                 Fife
                                                 FY16 8NJ
                                                 
   Schlumberger Industries         534821        1 Kingsway
   Limited                                       London WC2B 6XH
                                                 
   The Challenge Group                           22 Tally Road
                                                 Oxted
                                                 Surrev RHO OTG
                                                 
<PAGE>

                             SIGNATORIES

THE GENERATORS

Anglian Power Generators Limited

Address:       Kings Lynn Power Station, Willows Business Park, 
               Saddlebow, Kings Lynn, Norfolk PE34 3RD
Facsimile no:  01553 667166
Attention:     R. Rigg

By:

Barking Power Limited

Address:       Barking Power Station, Chequers Lane, Dagenham, Essex 
               RM9 6PF
Facsimile no:  0181 984 5174
Attention:     Dr S.J. Mancey

By:

British Nuclear Fuels plc

Address:       F13, Sellafield, Seascale, Cumbria CA20 1PG
Facsimile no:  019467 27132
Attention:     P.L. O'Neill, Business Manager, Electricity Generation

By:

CeltPower Limited

Address:       Plas Yn Dre Broad Street, Newtown, Powys SY16 2NA
Facsimile no:  01686 629887
Attention:     M. Johnson

By:

Citigen (London) Limited

Address:       47-53 Charterhouse Street, London EC1M 6HA
Facsimile no:  0171253 9319
Attention:     Ms A. Dunleavy

By:

Corby Power Limited

Address:       Mitchell Road, Phoenix Parkway, Corby, Northamptonshire
               NN17 5QT
Facsimile no:  01536 402619
Attention:     General Manager

By:

Derwent Cogeneration Limited

Address:       P.O. Box 5, Spondon, Derby DE21 7BP
Facsimile no:  01332 669829
Attention:     R. Hemmings

By:

Eastern Merchant Generation Limited

Address:       Wherstead Park, Wherstead, Ipswich, Suffolk IP9 2AQ
Facsimile no:  01473 552966
Attention:     Coral Woodward

By:

Electricite de France, Service National

Address:       EDF Production Transport, Department Relations avec
               l'Etranger, Echanges d'Energie, 2 Rue Louis Murat, 5eme
               etage, 75384, Paris Cedex 08
Facsimile no:  (00 331) 40 42 63 41
Attention:     P. Gaillet

(copy to: Associated Electricity Supplies Limited

Address:       53 St George's Road, Wimbledon, London SW19 4EA
Facsimile no:  0181944 0750
Attention:     P. Clubb)

By:

Elm Energy & Recycling (UK) Limited

Address:       Elm Energy House, Eltingshall Road, Wolverhampton, West
               Midlands WV14 9NN
Facsimile no:  01902 408517
Attention:     M.D. Wyckoff

By:
Fellside Heat and Power Limited

Address:       Fellside Lodge, Seascale, Cumbria CA20 1PG
Facsimile no:  01946 721130
Attention:     J.A. Bartlett

By:

Fibrogen Limited

Address:       Astley House, 33 Notting Hill Gate, London W11 3JQ
Facsimile no:  0171 2218671
Attention:     R. Fraser

By:

Fibropower Limited

Address:       Astley House, 33 Notting Hill Gate, London W11 3JQ
Facsimile no:  0171 221 8671
Attention:     R. Fraser

By:

First Hydro Company

Address:       Bala House, Lakeside Business Village, St. Davids Park,
               Deeside, Clwyd CH5 3XJ
Facsimile no:  -
Attention:     B. Stalker

By:

Independent Energy UK Limited

Address:       St John's Court, 70 St John's Close, Knowle, Solihull, 
               West Midlands B93 ONN
Facsimile no:  01564 770010
Attention:     J Sully

By:

Keadby Generation Limited

Address:       P.O. Box 89, Keadby, Scunthorpe, North Lincolashire 
               DN17 3AZ
Facsimile no:  01724 784270
Attention:     Dr. C.K. Stanley

By:

Lakeland Power Limited

Address:       Roosecote Power Station, Roosecote Marsh,
               Barrow-in-Furness, Cumbria LA13 OPR
Facsimile no:  01229 870919
Attention:     Jackie Mahon

By:

Magnox Electric pie

Address:       Berkeley Centre, Berkeley, Gloucestershire GL13 9PB
Facsimile no:  01453 813770
Attention:     Company Secretary

By:

Medway Power Limited

Address:      Medway Power Station, Isle of Grain, Rochester, Kent ME3
              OAG
Facsimile no: 01634 271666
Attention:    P. Stinson

By:

Midlands Power (UK) Limited

Address:       Headquarters, Mucklow Hill, Halesowen, West Midlands
Facsimile no:  0121 423 0261
Attention:     Company Secretary

By:

National Power pie

Address:       Windmill Hill Business Park, Whitehill Way, Swindon,
               Wiltshire SN5 6PB
Facsimile no:  01793 893051
Attention:     G. Brown

By:

Nuclear Electric Limited

Address:       Barnett Way, Barnwood, Gloucester GL4 3RS
Facsimile no:  01452 653375
Attention:     H.H. Clements

By:

Peterborough Power Limited

Address:       Storeys Bar Road, Peterborough PE1 5NT
Facsimile no:  01733 894622
Attention:     W. Burrough

By:

PowerGen pie

Address:       Westwood Way, Westwood Business Park, Coventry CV4 8LG
Facsimile no:  01203 425479
Attention:     G. Thomas

By:

Regional Power Generators Limited

Address:       Glanford Brigg Generating Station, Scawby Brook, Brigg,
               North Lincolnshire DN20 SILT
Facsimile no:  01482 495916
Attention:     A.L. Biggins

By:

Scottish Hydro-Electric pie

Address:       Port Na Craig House, Pitlochry, Perthshire PH16
Facsimile no:  01796 472793
Attention:     I. Moyes

By:

Scottish Power plc

Address:       Strathkelvin House, Kirkintilloch, Glasgow G66 1RN
Facsimile no:  0141 636 4706
Attention:     D.R. Booth

By:

Slough Energy Supplies Limited

Address:       342 Edinburgh Avenue, Slough SL1 4TU
Facsimile no:  01753 790038
Attention:     S. Garrett

By:

South East London Combined Heat and Power Limited

Address:       Landmann Way, Off Surrey Road, London SE14 SRS
Facsimile no:  0171 252 2986
Attention:     P. Gerstrom

By:

Teesside Power Limited

Address:       Four Millbank, London SW1P SET
Facsimile no:  0171 316 5454
Attention:     D. Lewis

By:

Winterton Power Limited

Address:       800 Park Avenue, Aztec West, Bristol BS
Facsimile no:  01454 201101
Attention:     T. Masood

By:


THE SUPPLIERS

British Gas Trading Ltd

Address:       17 London Road, Staines, Middlesex TW18 4AE
Facsimile no:  01784 645404
Attention:     D. Meachem

By:

British Nuclear Fuels plc

Address:       F13, Sellafield, Seascale, Cumbria CA20 1PG
Facsimile no:  019467 27132
Attention:     P.L. O'Neill, Business Manager, Electricity Generation

By:

Candecca Resources Limited

Address:       Welton Gathering Centre, Barfield Land, off Wragby Road,
               Sudbrooke, Lincoln LN2 2QU
Facsimile no:  01522 754255
Attention:     D. Wood

By:

Citigen (London) Limited

Address:       47-53 Charterhouse Street, London EC1M 6HA
Facsimile no:  0171 253 9319
Attention:     Ms A Dunleavy

By:

Crosfield Limited

Address:       Bank Quay, PO Box 26, Warrington, Cheshire WAS JAB
Facsimile no:  01925 59828
Attention:     K. Sowley

By:

Eastern Group ply

Address:       Wherstead Park, PO Box 40, Wherstead, Ipswich, Suffolk 
               IP9 2AQ
Facsimile no:  01473 554393
Attention:     J. Whelan

By:

East Midlands Electricity plc

Address:      398 Coppice Road, PO Box 4, North PDO Arnold, Nottingham
              NGs 7HX
Facsimile no: 01159 358190
Attention:    A. Musto

By:

Electricite de France, Service National

Address:      EDF Production Transport, Department Relations avec
              l'Etranger, Echanges d'Energie, 2 Rue Louis Murat, 5eme
              etage, 75384, Paris, Cedex 08
Facsimile no: (010 331) 40 42 6341
Attention:    P. Gaillet

(copy to: Associated Electricity Supplies Limited

Address:       53 St. George's Road, Wimbledon, London SW19 4EA
Facsimile no:  0181 944 0750
Attention:     P. Clubb)

By:

Energy Supply Contracts Limited

Address:       The Havens, Ransomes Europak, Ipswich, Suffolk IP3 9SJ
Facsimile no:  01473 273871
Attention:     E.C. Cumberland

By:

Enron Capital and Trade Resources

Address:       Four Millbank, London SW1P 3ET
Facsimile no:  0171 316 5316
Attention:     Mr P. Russell

By:
Impkemix Energy Limited

Address:       PO Box 90, Wilton Centre, Middlesborough, Cleveland 
               TS90 8JE
Facsimile no:  01642 437838
Attention:     K.J. Green

By:

Independent Energy UK Limited

Address:       St. John's Court, St. John's Close, Knowle, 
               West Midlands
               B93 ONN
Facsimile no:  0156 770010
Attention:     John Sully

By:

London Electricity pie

Address:       Templar House, 81-87 High Holborn, London WC1V 6NU
Facsimile no:  0171 430 2903
Attention:     M. Holmes

By:

Magnox Electric pie

Address:       Berkeley Centre, Berkeley, Gloucestershire GL13 9PBB
Facsimile no:  01453 813770
Attention:     Company Secretary

By:

Manweb pie

Address:       Sealand Road, Chester CH1 4LR
Facsimile no:  01244 652187
Attention:     T. Morley

By:

Midlands Electricity plc

Address:       Mucklow Hill, Halesowen, West Midlands B62 8BP
Facsimile no:  0121 423 2777
Attention:     R. Murray

By:

PowerGen pie

Address:       Westwood Way, Westwood Business Park, Coventry CV4 8LG
Facsimile no:  01203 425479
Attention:     G. Thomas

By:

Powerstate Limited

Address:       The Genesis Centre, Garrett Field, Science Park South,
               Birchwood, Warrington WAS 7BH
Facsimile no:  01925 830277
Attention:     R. Henshaw

By:

ScoKish Hydro-Electric pie

Address:       Port Na Craig House, Pitlochry, Perthshire PH16 SND
Facsimile no:  01796 472793
Attention:     1. Moyes

By:

ScoKish Power plc

Address:       Strathkelvin House, Kirkintilloch, Glasgow G66 1RN
Facsimile no:  0141636 4706
Attention:     D.R. Booth

By:

SEEBOARD plc

Address:       PO Box 639, 329 Portland Road, Hove, East Sussex BN3 3SY
Facsimile no:  01293 428321
Attention:     C. Daniels

By:

Shell Power Limited

Address:       Rowlands Way, Withenshawe, Manchester M22 5SB
Facsimile no:  0161 499 8387
Attention:     John Tucker

By:

Slough Energy Supplies Limited

Address:       342 Edinburgh Avenue, Slough SL1 4TU
Facsimile no:  01753 790038
Attention:     S. Garrett

By:

Southern Electric plc

Address:       Westacott Way, Littlewick Green, Maidenhead, Berkshire 
               SL6  3QB
Facsimile no:  01628 584410
Attention:     J. Sykes

By:

South Wales Electricity plc

Address:       Newport Road, St. Mellons, Cardiff CF3 9XW
Facsimile no:  01222 790971
Attention:     M. Mackey

By:

South Western Electricity plc

Address:  800 Park Avenue, Aztec West, Almondsbury, Bristol BS12 4SE
Facsimile no:  01454 616675
Attention:     D.G. Harris

By:

The Renewable Energy Company Limited

Address:  Stroud House, Russell Street, Stroud, Gloucestershire GL5
          3AN
Facsimile no:  01453 756222
Attention:     M. Alder

By:

UK Electric Power Limited

Address:  Overdale, Synchant Pass Road, Conwy, Gwynedd LL32 ORE
Facsimile no:  01492 592077
Attention:     N.Bryson

By:

UML Limited

Address:  PO Box 115, Port Sunlight, Wirral, Merseyside L62 4ZL
Facsimile no:  0151643 6299
Attention:     R. Ashton

By:

Yorkshire Electricity Group pie

Address:  Wetherby Road, Scarcroft, Leeds LS14 3HS
Facsimile no:  01132 895926
Attention:     Company Secretary

By:

THE OTHER PARTIES

Accord Energy Ltd

Address:  Heron House, 322 High Holborn, London WC1V 7PW
Facsimile no:  0171 269 4010
Attention:     Eldon Pethybridge

By:

AES Barry Limited

Address:  Burleigh House, 17-19 Worple Way, Richmond, Surrey TWIG 6AG
Facsimile no:  0181332 1849
Attention:     M. Armstrong

By:

Alcan Aluminium UK Limited

Address:  Lynemouth Power Station, Ashington, Northumberland NE63 9YH
Facsimile no:  01670 393970
Attention:     A. Brooks

By:

British Gas pie

Address:  17 London Road, Staines, Middlesex TW18 4AE
Facsimile no:  01784 645453
Attention:     D. Meachem

By:

Cabah Energy Limited

Address:  c/o Forstar, Tilford House, Farnham Business Park, Weydon
          Lane, Farnham, Surrey GU9 8QT
Facsimile no:  01252 732110
Attention:     R. Scowcroft

By:

Eastern Generation Services Limited

Address:  Wherstead Park, Wherstead, Ipswich, Suffolk IP9 2AQ
Facsimile no:  01473 601036
Attention:     Mr. G. Hurst

By:

Infield Energy Centre Limited

Address:  Concorde House, Concorde Way, Stockton on Tees, Cleveland
          TS18 3RB
Facsimile no:  01642 678123
Attention:     K. Clarke

By:

Fibrowatt Thetford Limited

Address:  Astley House, 33 Notting Hill Gate, London W11 3JQ
Facsimile no:  01712218671
Attention:     Rupert Fraser

By:

Humber Power Limited

Address:  South Humber Bank Power Station, Hobson Way,
          Stallingborough, Grimsby N37 8JJ
Facsimile no:  01469 573030
Attention:     Paul Evans

By:

Hydro Electric Energy Limited

Address:  c/o Scottish Hydro Electric PLC,10 Dunkeld Road, Perth PHI
          5WA
Facsimile no:  01738 455281
Attention:     Company Secretary

By:

Indian Queens Power Company Limited

Address:  1 Northumberland Avenue, London WC2N 5BW
Facsimile no:  0171872 5539
Attention:     G. Long

By:

Keadby Power Limited

Address:  P.O. Box 89, Keadby, Scunthorpe, North Lincolashire DN17
          3AZ
Facsimile no:  01724 784270
Attention:     Dr. C.K. Stanley

By:

Kingsnorth Power Limited

Address:  c/o Budd Martin & Co, Industrial House, Red Houses, St.
          Brelade, Jersey
Facsimile no:  01534 44777
Attention:     R. Martin

By:
Meter Operators Limited

Address:  Ryden Lane, Charton, Nr. Pershore, Worcestershire WR10 3LQ
Facsimile no:  01386 861113
Attention:     R. Edmed

By:

Pentex (East Midlands) Limited

Address:  Union Buildings, 15 Union Street, Aberdeen AB1 2BU
Facsimile no:  01244 211444
Attention:     H. Jamieson

By:

Rocksavage Power Company Limited

Address:  20 St. James Street, London SW10 4UJ
Facsimile no:  0171 839 0905
Attention:     G. Grant

By:

Seabank Power Limited

Address:  Severn Road, Hallen, Bristol BS10 7SP
Facsimile no:  0117 982 0351
Attention:     General M anager

By:

THE METER OPERATOR PARTIES WHO ARE NOT PARTIES

Control Devices and Systems Limited

Address:  P.O. Box 56, 101 Mill Lane, Newbury, Berkshire RG14 SR:
Telex no:      849811
Facsimile no:  01635 528224
Attention:     J.W. Dowse

By:

DrakMarn O&M Ltd

Address:  Westwood Way, Westwood Business Park, Coventry CV4 8LG
Facsimile no:  01203 425431
Contact:  Company Secretary

By:

E. Squared Limited

Address:  52-54 Southwark Street, London SE1 1UN
Facsimile no:  0171 378 0012
Attention:     Graham Nicholls

By:

Northern Energy Services Limited

Address:  5 Derwent Place, Spotborough, Doncaster DN5 7PN
Facsimile no:  01302 885574
Attention:     W. Tuczemzkyi

By:

PowerMet Limited

Address:  3 Park Place, London SW1A lLP
Facsimile no:  0171493 7151
Attention:     M. Rugman

By:

Scotcomms Partnership

Address:  SlotlineHouse, Largo Road, St. Andrews, Fife FY16 8NJ
Facsimile no:  03134 476504
Attention:     R. McLister

By:

Schlumberger Industries Limited

Address:  Langer Road, Felixstowe, Suffolk IP11 HER
Facsimile no:  01394 276030
Attention:     A.P. Mahoney, Managing Director

By:

The Challenge Group

Address:  22 Tally Road, Oxted, Surrey RHO OTG
Facsimile no:  01883 730543
Attention:     J. Glover

By:

EXTERNAL POOL MEMBERS

British Nuclear Fuels plc

Address:  F13, Sellafield, Seascale, Cumbria CA20 1PG
Facsimile no:  019467 27132
Attention:     P.L. O'Neil, Business Manager, Electricity Generation

By:

Electricite de France, Service National

Address:  EDF Production Transport, Departement Relations avec
          l'Etranger, Echanges d'Energie, 2 Rue Louis Murat, 5eme
          etage, 75384 Paris, Cedex 08
Telex no:      280098 FRANCE
Facsimile no:  (00 331) 40 42 63 41
Attention:     P. Gaillet

(copy to: Associated Electricity Supplies Limited

Address:  53 St. George's Road, Wimbledon, London SW19 4EA
Facsimile no:  0181 944 0750
Attention:     P. Clubb)

By:

ScoKish Hydro-Electric plc

Address:  Port Na Craig House, Pitlochry, Perthshire PH16 5ND
Facsimile no:  01796 472793
Attention:     I. Moyes

By:

Scottish Power plc

Address:  Strathkelvin House, Kirkintilloch, Glasgow G66 1RN
Facsimile no:  0141636 4706
Attention:     D.R. Booth

By:

SETTLEMENT SYSTEM ADMINISTRATOR

Energy Settlements and Information Services Limited

Address:  Fairham House, Green Lane, Clifton, Nottingham NG11 9LN
Facsimile no:  0115 945 6728
Attention:     G.K. James, General Manager

By:

POOL FUNDS ADMINISTRATOR

Energy Pool Funds Administration Limited

Address:  3rd Floor, 185 Park Street, London SE1 9DY
Facsimile no:  01203 423558
Attention:     A. Marks, Director (National Grid House, 2nd Floor,
               Kirby Corner Road, Coventry CV4 8JY)

By:

GRID OPERATOR

EXECUTED AS A DEED by         )
The National Grid             )
Company pie by the            )
affixing of its               )
common seal in the            )
presence of:                  )

                  MEMBER OF BOARD SEALING COMMITTEE
                        Authorised Signatory


Address:  National Grid House, Kirby Corner Road, Coventry CV4 8JY
Telex no: -
Facsimile no:  01203 423577
Attention:     Company Secretary (copy to: S. Riddington, c/o A.G.
          Ferens, The National Grid Company plc, St. Catherine's
          Lodge, Bearwood Road, Sindlesham, Nr. Wokingham, Berkshire
          RG11 5BN)

<PAGE>

ANCILLARY SERVICES PROVIDER

EXECUTED AS A DEED by         )
The National Grid             )
Company plc by the            )
affixing of its               )
common seal in the            )
presence of:                  )

MEMBER OF BOARD SEALING COMMITTEE
Authorised Signatory

Address:  National Grid House, Kirby Corner Road, Coventry CV4 8JY
Telex no:      25815
Facsimile no:  01203 423577
Attention:     Company Secretary (copy to Mr. Winser)

<PAGE>

EXTERNALLY INTERCONNECTED PARTIES

Scottish Power plc

Address:  Strathkelvin House, Kirkintilloch, Glasgow G66 1RN
Telex No:
Facsimile No:  0141 636 4706
Attention:     D.R. Booth

By:

Electricite de France, Service National

Address:  EDF Department Transport, Departement Relations avec
          l'Etranger, Echanges d'Energie, 2 Rue Louis Murat, 5eme
          etage, 75384 Paris, Cedex 08
Telex no:      280098 FRANCE
Facsimile no:  (00331)40426341
Attention:     P. Gaillet

(copy to: Associated Electricity Supplies Limited

Address:  53 St. George's Road, Wimbledon, London SW19 4EA
Telex no: -
Facsimile no:  0181 944 0750
Attention:     P. Clubb)

By:

<PAGE>
                         DATED 19 May, 1997
                                  
                           THE GENERATORS
                            named herein
                                  
                               - and -
                                  
                            THE SUPPLIERS
                            named herein
                                  
                               - and -
                                  
         ENERGY SETTLEMENTS AND INFORMATION SERVICES LIMITED
                 as Settlement System Administrator
                                  
                               - and -
                                  
                          ENERGY POOL FUNDS
                       ADMINISTRATION LIMITED
                     as Pool Funds Administrator
                                  
                               - and -
                                  
                    THE NATIONAL GRID COMPANY plc
          as Grid Operator and Ancillary Services Provider
                                  
                               - and -
                                  
                         SCOTTISH POWER pie
                                 and
               ELECTRICITE DE FRANCE, SERVICE NATIONAL
                            as Externally
                       Interconnected Parties
                                  
                               - and -
                                  
                          THE OTHER PARTIES
                            named herein
                                  
                               - and -
                                  
                     THE METER OPERATOR PARTIES
                            named herein
                                  
                     SIXTEENTH SUPPLEMENTAL DEED
          relating to the Pooling and Settlement Agreement
                    for the Electricity Industry
                        in England and Wales
<PAGE>                                  

                              CONTENTS

                                                           Page

1.   INTERPRETATION                                           2

2.   AMENDMENTS                                               2

3.   CONTINUATION OF THE POOLING AND SETTLEMENT AGREEMENT     2

4.   MISCELLANEOUS                                            2

5.   ENTIRE AGREEMENT                                         2

6.   GOVERNING LAW                                            3

SCHEDULE 1:    Part I: The Generators                         4
               Part 11: The Suppliers                         8

SCHEDULE 2     The Other Parties                             12

SCHEDULE 3     The Meter Operator Parties who are not 
               Parties                                       14

SCHEDULE 4     Amendments to the Pooling and Settlement 
               Agreement                                     15

SIGNATORIES                                                  76

<PAGE>

THIS SUPPLEMENTAL DEED is made on 19 May, 1997

BETWEEN:

     (1)  THE PERSONS whose names, registered numbers and registered
or principal offices are set out in Part I of Schedule 1;

     (2)  THE PERSONS whose names, registered numbers and registered
or principal offices are set out in Part II of Schedule 1;

     (3)  ENERGY SETTLEMENTS AND INFORMATION SERVICES LIMITED
(registered number 2444282) whose registered office is situate at
Fairham House, Green Lane, Clifton, Nottingham NG11 9LN as Settlement
System Administrator;

     (4)  ENERGY POOL FUNDS ADMINISTRATION LIMITED (registered number
2444187) whose registered office is situate at 185 Park Street,
London SE1 9DY as Pool Funds Adm inistrator;

     (5)  THE NATIONAL GRID COMPANY plc (registered number 2366977)
whose registered office is situate at National Grid House, Kirby
Corner Road, Coventry CV4 8JY as Grid Operator and Ancillary Services
Provider;

     (6)  SCOTTISH POWER pie (registered number 117120) whose
principal office is situate at 1 Atlantic Quay, Glasgow G2 8SP,
Scotland as an Externally Interconnected Party;

     (7)  ELECTRICITE DE FRANCE, SERVICE NATIONAL whose principal
office is situate at Departement Relations avec l'Etranger, Echanges
d'Energie, 2 Rue Louis Murat, Seme etage, 75384 Paris, Cedex 08,
France as an Externally Interconnected Party;

     (8)  THE OTHER PARTIES whose names, registered numbers and
registered or principal offices are set out in Schedule 2; and

     (9)  THE METER OPERATOR PARTIES whose names, registered numbers
and registered or principal offices are set out in Schedule 3.

WHEREAS:

     (A)  by a Pooling and Settlement Agreement for the Electricity
Industry in England and Wales dated 30th March, 1990 (the "Pooling
and Settlement Agreement") the parties thereto agreed to give effect
to and be bound by certain rules and procedures for the operation of
an electricity trading pool and the operation of a settlement system;

     (B)  the Pooling and Settlement Agreement has been amended
and/or restated by fifteen supplemental agreements, the most recent
of which is dated 17th October, 1996 and hereinafter references LO
the Pooling and Settlement Agreement are to that agreement as most
recently amended and recrated; and

     (C)  the parties to this Deed (being (i) all the Parties at the
date hereof and (ii) all the Meter Operator Parties at the date
hereof) have agreed to amend the Pooling and Settlement Agreement on
the terms and subject to the conditions set out below.

NOW THIS DEED WITNESSES as follows:

1.   INTERPRETATION

     1.1  Except where defined herein or where the context otherwise
requires, words and expressions defined in the Pooling and Settlement
Agreement shall have the same respective meanings when used in this
Deed.

     1.2  The table of contents and the headings to each of the
Clauses are inserted for convenience only and shall be ignored in
construing this Deed.

2.   AMENDMENTS

The parties hereby agree that with effect on and from midnight on 3rd
February, 1997 the Pooling and Settlement Agreement shall be amended
as set out in Schedule 4.

3.   CONTINUATION OF THE POOLING AND SETTLEMENT AGREEMENT

The Pooling and Settlement Agreement shall remain in full force and
effect and this Deed and the Pooling and Settlement Agreement shall
be treated as one document so that, upon the Pooling and Settlement
Agreement being amended pursuant to Clause 2, all references to the
Pooling and Settlement Agreement shall be treated as references to
that agreement as amended by this Deed.

4.   MISCELLANEOUS

The provisions of Clauses 75 to 79 (inclusive) and 81 to 84
(inclusive) of the Pooling and Settlement Agreement shall be deemed
to be incorporated herein mutates mutandis.

5.   ENTIRE AGREEMENT

     5.1  Each party acknowledges that in entering into this Deed on
the terms set out herein it is not relying upon any representation,
warranty, promise or assurance made or given by any other party or
any other person, whether or not in writing, at any time prior to the
execution of this Deed which is not expressly set out herein.

     5.2  None of the parties shall have any right of action against
any other party arising out of or in connection with any
representation, warranty, promise or assurance referred to in
sub-clause 5.1 (except in the case of fraud).

6.   GOVERNING LAW

This Deed shall be governed by, and construed in all respects in
accordance with, English law.

IN WITNESS whereof this document has been duly executed and delivered
as a deed the day and year first above written

<PAGE>

                             SCHEDULE 1:
                       Part I: The Generators

                                 Registered      Registered or
Name                               Number        Principal Office
                                                 
Anglian Power Generators           2488955       Wherstead Park
Limited                                          Wherstead
                                                 Ipewich
                                                 Suffolk
                                                 IP9 2AQ
                                                 
Barking Power Limited              2354681       Devonshire House
                                                 Mayfair House
                                                 London W1X 5FH
                                                 
British Nuclear Fuels plc          1002607       Risley
                                                 Warrington
                                                 Cheshire
                                                 WA3 6AS
                                                 
Celtpower Limited                  2656561       13 Charles 11
                                                 Street
                                                 London
                                                 SW1Y 4QT
                                                 
Citigen (London) Limited           2427823       152 Grosvenor Road
                                                 Rivermill House
                                                 London
                                                 SW1V 3JL
                                                 
Corby Power Limited                2329494       Mitchell Road
                                                 Phoenix Parkway
                                                 Corby
                                                 N orth am pton sh
                                                 ire
                                                 NN17 1QT
                                                 
Derwent Cogeneration Limited       2703635       Landsdowne House
                                                 Berkeley Square
                                                 London W1X 5DH
                                                 
Eastern Merchant Generation        3116225       Wherstead Park
Limited                                          W herstead
                                                 Ipswich
                                                 Suffolk
                                                 IP9 2AQ
                                                 
Electricite de France,                -          Department
Service National                                 Relations avec
                                                 l'Etranger
                                                 Exchanges
                                                 d'Energie
                                                 2 Rue Louis Murat
                                                 5eme etage
                                                 75384 Paris
                                                 Cedex 08
                                                 France
                                                 
Elm Energy & Recycling (UK)        2516685       Elm Energy House
Limited                                          Ettingshall Road
                                                 Wolverhampton
                                                 West Midlands WV2
                                                 2LA
                                                 
Fellside Heat and Power            2614535       Fellside Lodge
Limited                                          Seascale
                                                 Cumbria CA20 1PG
                                                 
Fibrogen Limited                   2547498       Astley House
                                                 33 Notting Hill
                                                 Gate
                                                 London W 11 3JQ
                                                 
Fibropower Limited                 2234141       Astley House
                                                 33 Notting Hill
                                                 Gate
                                                 London W 11 3JQ
                                                 
First Hydro Company                2444277       Bala House
                                                 Lakeside Business
                                                 Village
                                                 St. David's Park
                                                 Deeside
                                                 Clwyd
                                                 CH5 3XJ
                                                 
Humber Power Limited               2571241       18 Savile Row
                                                 London
                                                 W1X 1AE
                                                 
Indian Queens Power Company        2928100       1 Northumberland
Limited                                          Avenue
                                                 London
                                                 WC2N SBW
                                                 
Independent Energy UK              3033406       2nd Floor, Park
Limited                                          House
                                                 Park Street
                                                 Maidenhead
                                                 Berkshire
                                                 SL6 1SL
                                                 
Keadby Generation Limited          2729513       P O Box 89, Keadby
                                                 Scunthorpe, North
                                                 Lincolnshire DN17
                                                 3AZ
                                                 
Lakeland Power Limited             2355290       Roosecote Power
                                                 Station
                                                 Roosecote Marsh
                                                 Barrow-in-Furness
                                                 Cumbria LA13 OPQ
                                                 
Magnox Electric plc                2264251       Berkeley Centre
                                                 Berkeley
                                                 Gloucestershire
                                                 GL13 9PB
                                                 
Medway Power Limited               2537903       Boston House
                                                 The Little Green
                                                 Richmond TW9 1QE
                                                 
Midlands Power (UK) Limited        2251099       Mucklow Hill
                                                 Halesowen
                                                 West Midlands B62
                                                 8BP
                                                 
National Power plc                 2366963       Windmill Hill
                                                 Business Park
                                                 Whitehill Way
                                                 Swindon
                                                 Wiltshire
                                                 SN5 6PB
                                                 
Nuclear Electric Limited           3076445       Barnett Way
                                                 Barnwood
                                                 Gloucester
                                                 GL4 3RS
                                                 
Peterborough Power Limited         2353599       Storeys Bar Road
                                                 Peterborough PE1
                                                 SNT
                                                 
PowerGen plc                       2366970       53 New Broad
                                                 Street
                                                 London EC2M 1JJ
                                                 
Regional Power Generators          2352390       Wetherby Road
Limited                                          Scarcroft,
                                                 Leeds LS14 3HS
                                                 
Scottish Hydro-Electric pie        117119        10 Dunkeld Road
                                                 Perth PH 1 SWA
                                                 
Scottish Power pie                 117120        1 Atlantic Quay
                                                 Glasgow G2 8SP
                                                 
Slough Energy Supplies             2474514       234 Bath Road
Limited                                          Slough SL1 4EE
                                                 
Teesside Power Limited             2464040       4 M illbank
                                                 London SW1P SET
                                                 
Winterton Power Limited            3001798       800 Park Avenue
                                                 Aztec West
                                                 Almondsbury
                                                 Bristol BS12 4SE
                                                 
<PAGE>

                       Part II: The Suppliers

                                 Registered      Registered or
Name                               Number        Principal Office
                                                 
British Gas Trading Ltd            3078711       Rivermill House
                                                 152 Grosvenor Road
                                                 London SW1V 3JL
                                                 
British Nuclear Fuels pie          1002607       Risley
                                                 Warrington
                                                 Cheshire WAS 6AS
                                                 
Candecca Resources Limited         953066        Welton Gathering
                                                 Centre
                                                 Barfield Lane
                                                 Off Wragby Road
                                                 Sudbrooke
                                                 Lincoln LN2 2QU
                                                 
Citigen (London) Limited           2427823       Rivermill House
                                                 152 Grosvenor Road
                                                 London SW1V 3JL
                                                 
Crosfield Limited                   48745        Bank Quay
                                                 PO Box 26
                                                 Warrington
                                                 Cheshire WAS 1AB
                                                 
Eastern Electricity plc            2366906       Wherstead Park
                                                 PO Box 40
                                                 W herstead
                                                 Ipswich
                                                 Suffolk IP9 2AQ
                                                 
East Midlands Electricity          2366923       PO Box 444
pie                                              Woodyard Lane
                                                 Wollaton
                                                 Nottingham NG8 lEZ
                                                 
Electricite de France,                -          Department
Service National                                 Relations avec
                                                 l'Etranger
                                                 Echanges d'Energie
                                                 2 Bale Louis Mural
                                                 5eme etage
                                                 75384 Paris
                                                 Cedex 08
                                                 
Energy Supply Contracts            172268        The Havens
Limited                                          Ransomes Europark
                                                 Ipswich
                                                 Suffolk IP3 9SJ
                                                 
Enron Capital and Trade            3003823       4 Millbank
Resources Limited                                London SW1P SET
                                                 
Impkemix Energy Limited            2076043       The Heath
                                                 Runcorn
                                                 Cheshire WA7 4QF
                                                 
Independent Energy UK              3033406       2nd Floor Park
Limited                                          House
                                                 Park Street M
                                                 aidenhead
                                                 Berkshire SL6 1SL
                                                 
London Electricity pie             2366852       Templar House
                                                 81-87 High Holborn
                                                 London WC1V 6NU
                                                 
Magnox Electric plc                2264251       Berkeley Centre
                                                 Berkeley
                                                 Gloucestershire
                                                 GL13 9PB
                                                 
Manweb plc                         2366937       Manweb House
                                                 Chester Business
                                                 Park
                                                 Chester CH4 9RF
                                                 
Midlands Electricity plc           2366928       Mucklow Hill
                                                 Halesowen
                                                 West Midlands B62
                                                 8BP
                                                 
National Power pie                 2366963       Windmill Hill
                                                 Business Park
                                                 Whitehill Way
                                                 Swindon
                                                 Wiltshire
                                                 SN5 6PB
                                                 
Norsk Hydro (UK) Limited           841421        Bridge House
                                                 69 London Road
                                                 Twickenham
                                                 MiddlesexTW1 3RH
                                                 
Northern Electric plc              2366942       Carliol House
                                                 Market Street
                                                 Newcastle upon
                                                 Tyne
                                                 NE1 ONE
                                                 
NORWEB pie                         2366949       PO Box 14
                                                 410 Birchwood
                                                 Boulevard
                                                 Birchwood
                                                 Warrington WAS 7GA
                                                 
Nuclear Electric Limited           3076445       Barnett Way
                                                 Barnwood
                                                 Gloucester
                                                 GL4 3RS
                                                 
PowerGen plc                       2366970       53 New Broad
                                                 Street
                                                 London EC2M 1JJ
                                                 
Scottish Hydro-Electric plc        117119        10 Dunkeld Road
                                                 Perth PHI 5WA
                                                 
Scottish Power pie                 117120        1 Atlantic Quay
                                                 Glasgow G2 8SP
                                                 
SEEBOARD plc                       2366867       Forest Gate
                                                 Brighton Road
                                                 Crawley
                                                 West Sussex RH11
                                                 9BH
                                                 
Shell Power Limited                2559630       Rowlands Way
                                                 W ithenshawe
                                                 Manchester M22 5SB
                                                 
Slough Energy Supplies             2474514       234 Bath Road
Limited                                          Slough SL1 4EE
                                                 
Southern Electric pie              2366879       Westacott Way
                                                 Littlewick Green
                                                 Maidenhead
                                                 Berkshire SL6 3QB
                                                 
South Wales Electricity plc        2366985       Newport Road
                                                 St. Mellons
                                                 Cardiff CF3 9XW
                                                 
South Western Electricity          2366894       800 Park Avenue
pie                                              Aztec West
                                                 Almondsbury
                                                 Bristol BS 12 4SE
                                                 
The Renewable Energy Company       3043412       Stroud House
Limited                                          Russell Street
                                                 Stroud
                                                 G. lo u ce ste rs
                                                 h ire
                                                 GL5 BAN
                                                 
UK Electric Power Limited          2844010       21 St. Thomas
                                                 Street
                                                 Bristol BS 1 BUS
                                                 
UML Limited                        661900        PO Box 115
                                                 Port Sunlight
                                                 Wirral
                                                 Merseyside
                                                 L62 4ZL
                                                 
Yorkshire Electricity Group        2366995       Wetherby Road
pie                                              Scarcroft
                                                 Leeds LS14 3HS
                                                 
<PAGE>

                             SCHEDULE 2:
                          The Other Parties

                                 Registered      Registered or
Name                               Number        Principal Office
                                                 
Accord Energy Limited              2877398       Rivermill House
                                                 152 Grosvenor Road
                                                 London SW1V 3JL
                                                 
AES Barry Limited                  3135522       Burleigh House
                                                 17-19 Worpe Way
                                                 Richmond
                                                 Surrey TWIG 6AG
                                                 
Alcan Aluminium UK Limited         750143        Chalfont Park
                                                 Gerrards Cross
                                                 Buckinghamshire
                                                 SL9 OQB
                                                 
British Gas pie                    2006000       Rivermill House
                                                 152 Grosvenor Road
                                                 London SW1V 3JL
                                                 
Cabah Energy Limited               2759706       190 Strand
                                                 London WC2R 1JN
                                                 
Eastern Generation Services        2529347       Wherstead Park
Limited                                          Wherstead
                                                 Ipswich
                                                 Suffolk
                                                 IP9 2AQ
                                                 
Enfield Energy Centre              2796628       Concorde House
Limited                                          Concorde Way
                                                 Stockton on Tees
                                                 Cleveland
                                                 TS18 3RB
                                                 
Fibrowatt Thetford Limited         3057688       Astley House
                                                 33 Notting Hill
                                                 Gate
                                                 London W11 3JQ
                                                 
Hydra Electric Energy              2487475       Royex House
Limited                                          Aldermanbury
                                                 Square
                                                 London EC2V 7LD
                                                 
Keadby Power Limited               2548042       PO Box 89 Keadby
                                                 Scunthorpe North
                                                 Lincolnshire DN17
                                                 3AZ
                                                 
Kingsnorth Power Limited           2656343       190 Strand
                                                 London WC2R 1JN
                                                 
Meter Operators Limited            2841018       Lynton House
                                                 7-12 Tavistock
                                                 Square
                                                 London WC1H 9BQ
                                                 
Pentex (East M idlands)            2275006       Union Buildings
Limited                                          15 Union Street
                                                 Aberdeen AB1 2BU
                                                 
Rocksavage Power Company            18868        20 St. James's
Limited                                          Street
                                                 London SW10 4UJ
                                                 
Seabank Power Limited              2591188       Severn Road Hallen
                                                 Bristol BS10 7SP
                                                 
Spalding Energy Company             19668        20 St. James's
Limited                                          Street
                                                 London SW 1A 1 ES
<PAGE>                                                 

                             SCHEDULE 3:
           The Meter Operator Parties who are not Parties

                                 Registered      Registered or
Name                               Number        Principal Office
                                                 
Control Devices and Systems        1242585       PO Box 56
Limited                                          101 Mill Lane
                                                 Newbury
                                                 Berkshire
                                                 RG14 5RE
                                                 
DrakMarn O&M Ltd                   3124701       53 New Broad
                                                 Street
                                                 London EC2M 1JJ
                                                 
E. Squared Limited                 2674129       Almac House
                                                 Church Lane
                                                 Bisley
                                                 Surrey
                                                 GU24 9DR
                                                 
Northern Energy Services           2868141       5 Derwent Place
Limited                                          Spotborough
                                                 Doncaster
                                                 DN5 7PN
                                                 
PowerMet Limited                   2877912       3 Park Place
                                                 London SW1A lLP
                                                 
Schlumberger Industries            534821        1 Kingsway
Limited                                          London WC2B 6XH
                                                 
Stanor National Contracts          2769170       7-12 Tavistock
Limited                                          Square
                                                 London WClH 9BQ
                                                 
The Challenge Group                   -          22 Tally Road
                                                 Oxted
                                                 Surrey RHO OTG
                                                 


                             SCHEDULE 4:
         Amendments to the Pooling and Settlement Agreement

The Pooling and Settlement Agreement shall be amended as follows:

1.   Operative Provisions

(a) By the insertion of the following new definitions in the correct
alphabetical order in Clause 1. 1:

                                   
""Allocated Generating Unit"       has the meaning given to that
                                   term in Clause 11.2.2(a); ";
                                   
""Annual Conference"               has the meaning given to that
                                   term in Clause 9.6.1;";
                                   
""Constituent"                     has the meaning given to that
                                   term in Clause 23.6.5;";
                                   
""Generator Weighted Vote"         has the meaning given to that
                                   term in Clause 11.2.1;";
                                   
""Identified Pool Member"          has the meaning given to that
                                   term in Clause 11.2.2(a) or, as
                                   the context may require,
                                   paragraph 2(A) of Schedule 13;",
                                   
""IS Committee Member"             means an RS Committee Member
                                   elected in order to represent the
                                   interests of Independent
                                   Suppliers on the Executive
                                   Committee;";
                                   
""lS Nominee"                      has the meaning given to that
                                   term in Clause 15.6.4(c) ;";
                                   
""IS Preference List"              has the meaning given to that
                                   term in Clause 15.6.4(i) ;";
                                   
""IS Pool Member"                  means an Independent Supplier:
                                   
                                       (i)  which is not a Public
                                   Electricity Supplier;
                                   
                                        (ii) which is not in the
                                   same Pool Member's Group as an MP
                                   Pool Member; and
                                   
                                        (iii)     whose Weighted
                                   Votes constitute one per cent. or
                                   less of the Total Weighted
                                   Votes;";
                                   
""Membership Vote"                 has the meaning given to that
                                   term in Clause 11.1;";
                                   
""Moderator"                       means a person nominated for the
                                   time being and from time to time
                                   by the Pool Chairman (failing
                                   whom, by the Chief Executive) to
                                   perform certain obligations
                                   pursuant to Clause 15;";
                                   
""MP Committee Member"             has the meaning given to that
                                   term in Clause 15.5;";
                                   
""MP Nominee"                      has the meaning given to that
                                   term in Clause 15.5.1;;
                                   
""MP Nominee List"                 has the meaning given to that
                                   term in Clause 15.5.2;";
                                   
""MP Pool Member"                  means a Pool Member which is
                                   neither an Independent Supplier
                                   nor a Small Generator but shall
                                   include:
                                   
                                        (i)  a Pool Member which is
                                   an Independent Supplier if:
                                   
                                        (a)  it is a Public
                                   Electricity Supplier; or
                                   
                                        (b)  its Weighted Votes
                                   constitute more than one per
                                   cent. of the Total Weighted
                                   Votes; and
                                        (ii) a Pool Member which is
                                   an Independent Supplier or Small
                                   Generator which is a member of a
                                   Pool Member's Group in which
                                   there is at least one other Pool
                                   Member which is neither:
                                   
                                        (a) an Independent Supplier
                                   (not being a Public Electricity
                                   Supplier) with Weighted Votes
                                   constituting one per cent. or
                                   less of the Total Weighted Votes;
                                   or
                                   
                                        (b)  a Small Generator;";
                                   
""MP Preference List"              has the meaning given to that
                                   term in Clause 15.5.3(f);";
                                   
''"Outgoing Committee Member       has the meaning given to that
                                   term in Clause 15.12;;
                                   
""Pool Auditor's Report"           has the meaning given to that
                                   term in Clause 9.7.1;";
                                   
""Pool Member's Group"             in relation to any Pool Member
                                   means that Pool Member and any
                                   affiliate (as defined in Clause
                                   1.2.3) of that Pool Member;";
                                   
""Preferred IS Nominee"            has the meaning given to that
                                   term in Clause 15.6.4(e);";
                                   
""Preferred MP Nominee"            has the meaning given to that
                                   term in Clause 15.5.3(b);n;
                                   
""Preferred RS Nominees"           has the meaning given to that
                                   term in Clause 15.6.4(e);n;
                                   
""Preferred SG Nominee"            has the meaning given to that
                                   term in Clause 15.6.4(d);";
                                   
""Redistributed Votes"             has the meaning given to that
                                   term in Clause 11.4.3(a);";
                                   
""RS Committee Member"             means a member of the Executive
                                   Committee elected by RS Pool
                                   Members in accordance with
                                   provisions of Clause 15.6;";
                                   
""RS Nominee"                      has the meaning given to that
                                   term in Clause 15.6.1;";
                                   
""RS Nominee List"                 has the meaning given to that
                                   term in Clause ] 5.6.2 ;";
                                   
""RS Pool Member"                  means an IS Pool Member or a SG
                                   Pool Member, as the context may
                                   require;";
                                   
""SG Committee Member"             means an RS Committee Member
                                   elected in order to represent the
                                   interests of Small Generators on
                                   the Executive Committee;";
                                   
''"SG Nominee"                     has the meaning given to that
                                   term in Clause 15.6.4(b);";
                                   
""SG Pool Member"                  means a Small Generator which is
                                   not in the same Pool Member's
                                   Group as an MP Pool Member;";
                                   
""SG Preference List"              has the meaning given to that
                                   term in Clause 15.6.4(h);n;
                                   
""Supplier Weighted Vote"          has the meaning given to that
                                   term in Clause 11.2.2;n;
                                   
""Total Weighted Votes"            means at any time the aggregate
                                   number of Weighted Votes to which
                                   all Pool Members (in whatever
                                   capacity) are entitled at such
                                   time before the application of
                                   Clause 11.4;";
                                   
""Transferee Pool Member"          has the meaning given to that
                                   term in Clause 11.2.2(a) or, as
                                   the context may require,
                                   paragraph 2(A) of Schedule 13;"
                                   
''"Voting Paper"                   has the meaning given to that
                                   term in Clause 15.5.3(a) or (as
                                   the context may require) Clause
                                   15.6.4(a);"; and
                                   
""Weighted Vote"                   means a Generator Weighted Vote
                                   or a Supplier Weighted Vote or
                                   the sum of the two for each Pool
                                   Member, as the context may
                                   require;"
                                   

(b) By the deletion from Clause 1.1 of the existing definition of
"Committee Member" and the substitution therefor of the following:
                                   
''''Committee Member"              means a member of the Executive
                                   Committee appointed in accordance
                                   with the provisions of Part IV;".

(c)  (i)  By the deletion of the current definition of "Total Votes"
from Clause 1.1.

     (ii) By the deletion of all remaining references to "Total
Votes" (including (but not limited to) those references in Clauses
9.3, 9.4.2(b), 10.6.3, 61.3.2(c)(vii), 61.5.3(b), 61.7.5 and
paragraph 7 of Schedule 22) throughout the Pooling and Settlement
Agreement and the substitution therefor of "Total Weighted Votes".

(d)  By the deletion of Clauses 9 to 24 and the substitution therefor
of the following:

"9.  GENE"L MEETINGS

9.1  Annual general meeting: Once in, and no later than 31st March
of, each year Pool Members shall hold a general meeting as their
annual general meeting in addition to any other meetings of Pool
Members in that year, and notices calling such general meeting shall
specify it as the annual general meeting. At each annual general
meeting the Pool Members shall be required to consider and, where
appropriate, resolve upon the following, namely:

9.1.1 a business plan prepared by the Executive Committee for the
next following Accounting Period and the four Accounting Periods
thereafter (or for such shorter period as the Pool Members in general
meeting shall from time to time determine) in relation to the
operation of the Settlement System and the Funds Transfer System and
all other matters which are the subject of this Agreement;

9.1.2 a report prepared by the Executive Committee, which report
shall include:

     (a)  a review against the business plan prepared by the
Executive Committee for the current Accounting Period including a
reconciliation based on the then latest available figures against
budget for all items within such business plan for that Accounting
Period;

     (b)  a review of the operation of the Settlement System and the
Funds Transfer System during that Accounting Period;

     (c)  a report on the performance by the Settlement System
Administrator of its obligations under Schedule 4 and the related
Service Lines during that Accounting Period;

     (d)  a report on the performance by the Pool Funds Administrator
of its obligations under Schedules 11 and 15 during that Accounting
Period;

     (e)  a report on the performance of the Chief Executive's Office
(taken as a whole) during that Accounting Period; and

     (f)  such other information or matters as the Executive
Committee shall consider appropriate (including any proposed revision
to this Agreement);

9.1.3 the appointment of Committee Members pursuant to Clause 15;

9.1.4 the election of the Pool Chairman pursuant to Clause 16;

9.1.5 such matters as any Pool Member present in person may wish to
raise at such meeting, notice of which has been given to the
Secretary no later than seven days before the date of such meeting,
it being acknowledged and agreed that failure by a Pool Member so to
notify shall not prejudice the right of any Pool Member to ask
questions at such meeting on any matter then before such meeting; and

9.1.6 such other matters as the Executive Committee sees fit to
propose and of which notice has been given in accordance with Clause
9.4.1.

9.2  General meetings: All general meetings of Pool Members other
than annual general meetings shall be extraordinary general meetings.

9.3  Calling meetings: All general meetings of Pool Members shall be
called by 14 days' notice in writing at the least, provided that a
general meeting of Pool Members shall, notwithstanding that it is
called by shorter notice, be deemed to have been duly called if it is
so agreed by a majority in number of the Pool Members having a right
to attend and vote at such meeting, being a majority in number
together holding not less than 95 per cent. of the Total Votes.

9.4  Convening meetings:

9.4.1 An annual general meeting shall be convened by the Secretary on
the instructions of the Executive Committee and any notice convening
such a meeting shall set out or append details of any such matters as
are referred to in Clause 9.1.6 and shall be accompanied by a copy of
the business plan referred to in Clause 9.1.1 and of the report
referred to in Clause 9.1.2. The Secretary shall use its reasonable
endeavours to notify the Pool Chairman and Pool Members in advance of
the relevant annual general meeting of any such matters referred to
in Clause 9.1.6 of which the Secretary has received notice in
accordance with that Clause.

9.4.2 Extraordinary general meetings shall be convened:

     (a)  by the Secretary on the instructions of the Executive
Committee or of any one or more Committee Members pursuant to Clause
13.4; or

     (b)  by the Executive Committee, forthwith upon receipt of a
Pool Members' requisition being a requisition of Pool Members holding
together at the date of the deposit of the requisition not less than
two per cent. of the Total Votes of all Pool Members; or

     (c)  by the Secretary on the instructions of the Pool Chairman.

9.4.3 A Pool Members' requisition shall state the objects of the
meeting and must be signed by or on behalf of the requisitionists and
deposited at the office of the Secretary, and may consist of several
documents in like form each signed by one or more requisitionists. If
the Executive Committee does not within 21 days from the date of the
deposit of the requisition proceed duly to convene an extraordinary
general meeting for a date not later than two months after the said
date of deposit, the requisitionists may themselves convene a
meeting, but any meeting so convened shall not be held after the
expiration of three months from such date. A meeting convened under
this Clause 9.4 by requisitionists shall be convened in the same
manner, as nearly as possible, as that in which meetings are to be
convened by the Executive Committee.

9.5  Notice of general meetings: Any notice convening any general
meeting of Pool Members shall be exclusive of the day on which it is
served or deemed to be served and of the day for which it is given,
and shall specify the place, the day and the hour of the meeting and
the general nature of the business of such meeting and shall be given
to all Parties, all Committee Members, the Pool Chairman, the Chief
Executive (if any), the Pool Auditor and the Director. The accidental
omission to give notice of a meeting to, or the non-receipt of notice
of a meeting by, any person entitled to receive notice shall not
invalidate the proceedings at that meeting. In every such notice
there shall appear with reasonable prominence a statement that a Pool
Member entitled to attend and vote is entitled to appoint a proxy to
attend, speak and (subject to Clause 12.1) vote in its place and that
a proxy need not also be a Pool Member.

9.6  Annu al conference:

9.6.1 In each year, on a date falling as near as practicable to, but
in any event not later than, eight months after the immediately
preceding annual genera meeting, a meeting of Pool Members shall be
convened and held which shall not be the annual general meeting but
which may (but need not) be convened as an extraordinary general
meeting (the "Annual Conference").

9.6.2 At the Annual Conference a report shall be presented by the
Executive Committee on the matters referred to in Clause 9.1.2, such
report to cover the period commencing on the day after the
immediately preceding annual general meeting and ending on the day
falling one calendar month before the date for which the Annual
Conference has been convened. In addition, the Executive Committee
shall arrange for such other matters to be discussed, presentations
to be made and Pool Member activities to be organised at the Annual
Conference as it may resolve to be appropriate.

9.7  Pool Auditor's Report:

9.7.1 The Secretary shall provide to all Pool Members annually by the
last day of the first Quarter following the end of the then most
recent Accounting Period a copy of a report prepared by the Pool
Auditor on the Settlement System and its operation during such
Accounting Period (the spool Auditor's Report").

9.7.2 The Pool Auditor's Report shall include:

     (i)  a summary of the audits, reviews, tests and/or checks
referred to in Part IX carried out by the Pool Auditor during that
Accounting Period;

     (ii) any recommendation which the Pool Auditor wishes to make
regarding the operation of the Settlement System, the Charging
Procedure, the PEA Accounting Procedure, the ASP Accounting Procedure
and/or the Funds Transfer System; and

     (iii)     such other information or matters which the Executive
Committee may reasonably require or the Pool Auditor shall consider
appropriate.

9.7.3 If the Executive Committee so resolves, the Secretary shall
convene a meeting of all Pool Members in order to discuss the Pool
Auditor's Report.

10.  PROCEEDINGS AT GENERAL MEETINGS

10.1 General: Save as provided in Clause 12.8 and Part IV, all
business of Pool Members shall be transacted at general meetings of
Pool Members, the proceedings for the conduct of which are set out in
this Clause 10.

10.2 Quorum: No business shall be transacted at any general meeting
of Pool Members unless a quorum of Pool Members is present at the
time when the meeting proceeds to business. Save as herein otherwise
provided, a quorum shall be Pool Members present in person
representing:

10.2.1 50 per cent. or more of the aggregate number of Weighted Votes
to which all Generators are entitled under Clause 11.2.1; and

10.2.2 50 per cent. or more of the aggregate number of Weighted Votes
to which all Suppliers are entitled under Clause 11.2.2.

10.3 Lack of quorum: If within half an hour from the time appointed
for the general meeting a quorum is not present, the meeting shall
stand adjourned to the same day in the next week, at the same time
and place or to such other day and at such other time and place as
the Executive Committee may determine and, if at the adjourned
meeting a quorum is not present within half an hour from the time
appointed for the meeting, the Pool Member(s) present shall be a
quorum.

10.4 Chairman: The Pool Chairman shall preside as chairman at every
general meeting and separate general meeting of Poo! Members (other
than one convened to consider his removal) or, if there is no Pool
Chairman or if he shall not be present within 15 minutes after the
time appointed for the holding of the meeting or is unwilling to act
or if the relevant meeting has been convened to consider the removal
of the Pool Chairman, the Chief Executive (if any) shall preside as
chairman or, if the Chief Executive shall not be present or is
unwilling to act or if the relevant meeting has been convened to
consider the removal of the Chief Executive, the Pool Members present
shall choose one of their number to be chairman of the meeting.

10.5 Adjournments: The chairman of the meeting may, with the consent
of any general meeting of Pool Members at which a quorum is present
(and shall if so directed by the meeting) adjourn the meeting from
time to time and from place to place, but no business shall be
transacted at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place. When
a meeting is adjourned for 30 days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting. Save as
aforesaid, it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned
meeting.

10.6 Demand for a poll. At any general meeting of Pool Members a
resolution put to the vote of the meeting shall be decided on a show
of hands unless a poll is (before or on the declaration of the result
of the show of hands) demanded:

10.6.1 by the chairman of the meeting; or

10.6.2 by at least two Pool Members present in person or by proxy; or

10.6.3 by any Pool Member present in person or by proxy and holding
not less than two per cent. of the Total Votes of all Pool Members.

Unless a poll be so demanded a declaration by the chairman of the
meeting that a resolution has on a show of hands been carried or
carried unanimously, or by a particular majority, or lost and an
entry to that effect in the book containing minutes of the
proceedings of general meetings 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. The demand for a poll may be
withdrawn.

10.7 Timing of poll: Except as hereinafter provided in this Clause
10.7, if a poll is duly demanded it shall be taken in such manner as
the chairman of the meeting directs, and the result of the poll shall
be deemed to be the resolution of the meeting at which the poll was
demanded. A poll demanded on the election of the chairman of the
meeting or on a question of adjournment shall be taken forthwith. A
poll demanded on any other question shall be taken at such time as
the chairman of the meeting directs, and any business other than that
upon which a poll has been demanded may be proceeded with pending the
taking of the poll.

10.8 No casting vote: In the case of an equality of votes, whether on
a show of hands or on a poll, the chairman of the meeting at which
the show of hands takes place or at which the poll is demanded, shall
not be entitled to a second or casting vote.

10.9 Representation of non-Pool Members: Each of the Chief Executive
(if any) or his duly appointed representative, the Settlement System
Administrator, the Pool Funds Administrator, the Grid Operator and
the Ancillary Services Provider shall be obliged to attend, and each
other Party, each Committee Member, the Pool Auditor and the Director
(or its or his duly appointed representative) shall have the right to
attend, at each general meeting of Pool Members, and each of them
shall have the right to speak (but not to vote) thereat.

10.10 Minutes: The Secretary shall prepare minutes of all general
meetings of Pool Members and shall circulate copies thereof to all
Parties, each Committee Member, the Pool Chairman, the Chief
Executive (if any), the Pool Auditor and the Director as soon as
practicable (and in any event within ten working days) after the
relevant meeting has been held.

11.  VOTING

11.1 Membership Votes: Each Pool Member shall be entitled to one vote
by reason of its Pool Membership (its "Membership Vote").

11.2 Weighted Votes: Subject as provided in the following provisions
of this -Clause 11, in respect of any Quarter:

11.2.1 each Pool Member which is a Generator shall be entitled in
that capacity to one vote (each such vote a "Generator Weighted
Vote") for each GWh of Genset Metered Generation of all its Allocated
Generating Units for all Settlement Periods falling in the Votes
Calculation Period relative to such Quarter, as determined from the
final run of Settlement for each such Settlement Period and with the
number of GWh being rounded up or down (0.5 being rounded upwards) to
the nearest whole number;

11.2.2 the number of votes (each a "Supplier Weighted Vote") to which
a Pool Member which is a Supplier shall be entitled in that capacity
shall be calculated in accordance with the following formula:

GWV x SV
             SV

where:

          SV   is equal to the total GWh of Consumer Metered Demand
          taken by the relevant Pool Member in all Settlement Periods
          falling in the Votes Calculation Period relative to the
          relevant Quarter, as determined from the final run of
          Settlement for each such Settlement Period and with the
          number of GWh being rounded up or down (0.5 being rounded
          upwards) to the nearest whole number;

          GWV  is the total number of Generator Weighted Votes of all
          Pool Members for the relevant Quarter; and

          E     means summed over the total SV of all Pool Members
          for the relevant Quarter,

provided that the total number of Supplier Weighted Votes shall at
all times equal the total number of Generator Weighted Votes and if,
as a result of the foregoing, such would not be the case, the Pool
Member with the greatest number of Generator Weighted Votes or of
Supplier Weighted Votes calculated as aforesaid shall have deducted
that number of Weighted Votes of the relevant class as will ensure
that the total number of Supplier Weighted Votes equals the total
number of Generator Weighted Votes.

For the purposes of this Clause 11.2:

     (a)  a Generating Unit shall be an Allocated Generating Unit of
a Pool Member (in this Clause, the "Identified Pool Member") if it
belongs to the Identified Pool Member as of the date on which the
Executive Committee calculates the Weighted Votes of Pool Members for
the relevant Quarter pursuant to Clause 11.3.2. If at any time during
such Quarter an Allocated Generating Unit shall belong to another
Pool Member (in this Clause, the "Transferee Pool Member"), the
Weighted Votes attributed to the Identified Pool Member for such
Quarter by reason of the Allocated Generating Unit belonging to it
shall (subject to Clause 11.4) be transferred to the Transferee Pool
Member as of the date on which such Allocated Generating Unit first
belongs to the Transferee Pool Member (and the Identified Pool Member
and the Transferee Pool Member shall jointly notify the Executive
Committee in writing of such date in good time before its
occurrence);

     (b)  a Generating Unit shall belong to a Pool Member if it is
owned by that Pool Member and not leased to another person or if it
is leased by that Pool Member from another person;

     (c)  a Pool Member shall notify the Executive Committee promptly
on request of its Allocated Generating Units and the Executive
Committee and each other Party may rely on the information in that
notification and in any notification under paragraph (a) above
without further enquiry or need to verify that information;

     (d)  in determining the meaning of Good time" for the purposes
of paragraph (a) above one factor to be taken into account is that
the Settlement System Administrator must be allowed sufficient time
to effect the necessary changes in Settlement associated with the
transfer of the relevant Allocated Generating Unit; and

     (e)  the Executive Committee may, upon application of any Pool
Member involved in any transfer of assets between Pool Members during
any Quarter, adjust as between the Pool Members involved in such
transfer, the number of Points and/or Weighted Votes to which they in
their capacities as Suppliers are entitled in respect of the
remaining part of that Quarter and/or one or both of the two
immediately succeeding Quarters if, in the opinion of the Executive
Committee, such adjustment would help accommodate the consequences of
such a transfer and not prejudice the interests of any other Pool
Member in any material respect.

11.3 Calculation of Weighted Votes: Subject as provided in the
following provisions of this Clause 11:

11.3.1 New Pool Members:

     (a)  until the third Quarter Day next falling after the date of
its admission as a Pool Member, any Party who is admitted as a Pool
Member pursuant to Clause 8.2 shall have that number of Weighted
Votes as fall to be determined in accordance with the following
provisions of this Clause 11.3.1. Thereafter, such Pool Member's
Weighted Votes shall be calculated in accordance with Clause 11.2;

     (b)  until the third Quarter Day next falling after the date of
admission of the relevant Pool Member as a Pool Member, such Pool
Member shall have that number of Generator Weighted Votes and/or
Supplier Weighted Votes as are accorded to it upon its admission as a
Pool Member by the Executive Committee (which the Executive Committee
shall do prior to the date of such admission) who shall have regard
to the factors listed in paragraphs (c), (d) and/or (as the case may
be) (e) below or as are determined by the Director in accordance with
Clause 11.5;

     (c)  the factors referred to in paragraph (b) shall in the case
of a Generator include:

     (i)  the Registered Capacity of all Generating Units of such
Generator;

     (ii) the Executive Corr.mittee's assessment of the likely
availability of all such Generating Units for the period from the
date of admission of such Pool Member as a Pool Member to the third
Quarter Day next falling after such date, having regard to the
registered Generation Scheduling and Despatch Parameters or (as the
case may be) Generation Trading Block Scheduling and Despatch
Parameters for such Generating Units;

     (iii)     the Executive Committee's assessment of the likely
output of al! such Generating Units during such period having regard
to the output of Generating Units which in the Executive Committee's
opinion most nearly correspond to such Generating Units;

     (iv) the Executive Committee's assessment of the likely daily
station load associated with the Power Stations of which such
Generating Units form part during such period; and

     (v)  where a Generating Unit of an existing Pool Member is
transferred to, and then belongs to, such Generator at or soon after
the time of such Generator's admission as a Pool Member, the
Generator Weighted Votes most recently attributed to that existing
Pool Member by reason of that Generating Unit shall be attributed to
such Generator as if such Generator were a Transferee Pool Member
under the provisions of paragraph (a) of Clause 11.2;

     (d)  the factors referred to in paragraph (b) above shall in the
case of a Supplier be the total GWh which would be supplied by the
relevant Supplier in the period from the date of admission of such
Pool Member as a Pool Member to the third Quarter Day next falling
after such date on the basis of its Customers' metered demand or,
where such metered information is not available, the load profiles of
its Customers used for the purposes of estimating the consumption of
Second Tier Customers; and

     (e)  the factors referred to in paragraph (b) above shall in the
case of an External Pool Member be whichever one or more of those
factors referred to in paragraph (c) above and those referred to in
paragraph (d) above as the Executive Committee considers to be most
readily applicable to the Generating Units (if any) of such Pool
Member and to the level of demand for Active Energy of that Pool
Member across the relevant External Interconnection but as if the
references to Customers in paragraph (d) were references to that Pool
Member's own requirements;

11.3.2 Calculation: on or prior to each Quarter Day and on each
admission, resignation or removal of a Party as a Pool Member or
change in the capacity in which it participates as a Pool Member the
Executive Committee shall, on the basis of information to be supplied
by the Settlement System Administrator in accordance with Service
Line 10 (Service to CEO and Pool Members), calculate the number of
Weighted Votes to which each Pool Member whose Weighted Votes are to
be calculated in accordance Wit' Clause 11.2 is entitled in its
capacity as a Generator or a Supplier for the Following Quarter (or,
in the case of an admission, resignation or removal of a Party as a
Pool Member or a change in the capacity in which it participates as a
Pool Member, for the remainder of the then current Quarter), and
shall notify each Pool Member and the Director in writing of the
number of Generator Weighted Votes and Supplier Weighted Votes of all
Pool Members (whether calculated in accordance with Clause 11.2 or
11.3.1). Subject to Clauses 11.5 and 11.6, the determination of the
Executive Committee as to the number of Generator Weighted Votes and
Supplier Weighted Votes of each Pool Member shall (in the absence of
manifest error) be final and binding for all purposes of this
Agreement;

11.3.3 Attribution: if a Pool Member shall not receive any Weighted
Vote by reason of the calculations under Clause 11.2 or the foregoing
provisions of this Clause 11.3, such Pool Member shall nevertheless
be accorded one Generator Weighted Vote and/or one Supplier Weighted
Vote, depending on the capacity(ies) in which it is participating as
a Pool Member; and

11.3.4 Additional capacity: for the purposes of this Clause 11 any
Pool Member who acquires an additional capacity in which it
participates as a Pool Member shall be deemed to have been admitted
as a new Pool Member pursuant to Clause 8.2 in that additional
capacity and until the third Quarter Day next falling after the date
such Pool Member's application to the Executive Committee pursuant to
Clause 8.12 is approved, it shall have that number of Weighted Votes
in that additional capacity as fall to be determined in accordance
with the provisions of Clause 11.3.1. Thereafter, such Pool Member's
Weighted Votes shall be calculated in accordance with Clause 11.2.

11.4 Cap on Weighted Votes:

11.4.1 The aggregate number of Weighted Votes to which a Pool Member
shall be entitled (in whatever capacity) under Clauses 11.2 and 11.3
shall not at any time exceed 15 per cent. of the Total Weighted
Votes.

11.4.2 The aggregate number of Weighted Votes to which all Pool
Members which are members of the same Pool Member's Group are
entitled (in whatever capacity) under Clauses 11.2 and 11.3 shall not
at any time exceed 15 per cent. of the Total Weighted Votes.

11.4.3 If, by virtue of the number of Weighted Votes accorded to a
Pool Member or to Pool Members which are members of the same Pool
Membe`'s Group pursuant to Clauses 11.2 and/or 11.3, a Pool Member or
Pool Members would in the absence of this Clause 11.4.3 be in breach
of Clause 11.4.1 or 11.4.2, the number of Weighted Votes to which
that Pool Member or (as the case may be) those Pool Members which are
members of the same Pool Member's Group shall be entitled shall be
determined as follows:

     (a)  in the case of a Pool Member which would otherwise be in
breach of Clause 11.4.1, the aggregate number of Weighted Votes to
which that Pool Member shall be entitled shall be reduced by such
number (in this paragraph (a) the "Redistributed Votes") as will
ensure that, after redistribution of its Weighted Votes in accordance
with Clause 11.4.5, such Pool Member shall have as nearly as
practicable (but not in excess of) 15 per cent. of the Total Weighted
Votes. The Redistributed Votes shall:

     (i)  consist of that number of Weighted Votes in excess of 15
per cent. of the Total Weighted Votes to which the relevant Pool
Member is entitled; and

     (ii) comprise Generator Weighted Votes and Supplier Weighted
Votes in the same proportion (as nearly as practicable) as the total
number of Generator Weighted Votes and Supplier Weighted Votes of
that Pool Member (before such redistribution) bear one to the other;

     (b)  in the case of Pool Members which are members of the same
Pool Member's Group and which would otherwise be in breach of Clause
11.4.2, the aggregate number of Weighted Votes to which those Pool
Members shall be entitled shall be reduced by such number (in this
paragraph (b), the "Redistributed Votes") as will ensure that, after
redistribution of their Weighted Votes in accordance with Clause
11.4.6, such Pool Members shall together have as nearly as
practicable (but not in excess of) 15 per cent. of the Total Weighted
Votes. The Redistributed Votes shall:

     (i)  consist of that number of Weighted Votes in excess of 15
per cent. of the Total Weighted Votes to which all Pool Members which
are members of that Pool Member's Group are, in aggregate, entitled;

     (ii) comprise Generator Weighted Votes and Supplier Weighted
Votes in the same proportion (as nearly as practicable) as the total
number of Generator Weighted Votes and Supplier Weighted Votes of all
Pool Members which are members of that Pool Member's Group (before
such redistribution) bear one to the other; and

     (iii) be taken from each Pool Member which is a member of that
Pool Member's Group (in the case of Redistributed Votes which are
Generator Weighted Votes) in the proportion (as nearly as
practicable) which that Pool Member's Generator Weighted Votes (if
any) bear to the total number of Generator Weighted Votes of all Pool
Members which are members of that Pool Member's Group and (in the
case of Redistributed Votes which are Supplier Weighted Votes) in the
proportion (as nearly as practicable) which that Pool Member's
Supplier Weighted Votes (if any) bear to the total number of Supplier
Weighted Votes of all Pool Members which are members of that Pool
Member's Group; and

     (c) in the case where both paragraphs (a) and (b) above apply in
respect of a Pool Member, the provisions of paragraph (a) above shall
be applied before those of paragraph (b) above.

11.4.4 Subject to Clause 11.4.7, where more than one Pool Member or
Pool Member's Group would, in the absence of Clause 11.4.3, be in
breach of Clause 11.4.1 or (as the case may be) 11.4.2, the
redistribution of Weighted Votes pursuant to Clause 11.4.5 or (as the
case may be) 11.4.6 shall commence with the Pool Member or Pool
Member's Group that has the greatest percentage of Total Weighted
Votes, shall continue with the Pool Member or Pool Member's Group
with the next greatest percentage and so on, and the process of
redistributing Weighted Votes in accordance with such Clauses shall
continue until such time as no Pool Member or Pool Member's Group is
in breach of Clause 11.4.1 or 1 1.4.2.

11.4.5 Where Clause 11.4.3(a) applies, the Redistributed Votes shall
(subject as provided in Clauses 11.4.7 and 11.4.8) be allocated as
follows:

     (a) the Redistributed Votes which are Generator Weighted Votes
shall be allocated across all other Pool Members in the proportions
(as nearly as practicable) which their respective Generator Weighted
Votes bear to each other (such proportions to be calculated before
any redistribution of Weighted Votes pursuant to this Clause 11.4);
and

     (b) the Redistributed Votes which are Supplier Weighted Votes
shall be allocated across all other Pool Members in the proportions
(as nearly as practicable) which their respective Supplier Weighted
Votes bear to each other (such proportions to be calculated before
any redistribution of Weighted Votes pursuant to this Clause 1 1.4).

11.4.6 Where Clause 11.4.3(b) applies, the Redistributed Votes shall
(subject as provided in Clauses 11.4.7 and 11.4.8) be allocated as
follows:

     (a) the Redistributed Votes which are Generator Weighted Votes
shall be allocated across all other Pool Members which are not
members of the relevant Pool Member's Group in the proportions (as
nearly as practicable) which their respective Generator Weighted
Votes bear to each other (such proportions to be calculated before
any
redistribution of Weighted Votes pursuant to this Clause 11.4); and

     (b) the Redistributed Votes which are Supplier Weighted Votes
shall be allocated across all other Pool Members which are not
members of the relevant Pool Member's Group in the proportions (as
nearly as practicable) which their respective Supplier Weighted Votes
bear to each other (such proportions to be calculated before any
redistribution of Weighted Votes pursuant to this Clause 1 1.4).

11.4.7 Redistributed Votes shall not be allocated pursuant to Clause
11.4.5 or 11.4.6 to any Pool Member which before such allocation is
or, but for Clause 11.4.3, would be in breach of Clause 11.4.1 or
11.4.2.

11.4.8 Any allocation of Redistributed Votes in accordance with the
foregoing provisions of this Clause 11.4 shall rot be effected in the
case of votes amounting to fractions of whole numbers and any
Redistributed Votes which are incapable of allocation as a result of
this or any other provision of this Clause 11.4 ("Fractional
Redistributed Votes") shall, in the case of Generator Weighted Votes,
be allocated automatically to the largest Generator in terms of
Genset Metered Generation for the relevant Quarter or, in the case of
Supplier Weighted Votes, to the largest Supplier in terms of Consumer
Metered Demand for the relevant Quarter, to the extent that this does
not cause a breach of Clause 11.4.1 or Clause 11.4.2. Thereafter, any
unallocated Fractional Redistributed Votes shall be allocated in
accordance with this Clause 11.4.8 to the next such largest Generator
and/or Supplier and the process shall continue until all Fractional
Redistributed Votes have been so allocated.

11.5 New Pool Member's reference to the Director: If any Pool Member
referred to in Clause 11.3.1(a) shall dispute the calculation of or
the number of Weighted Votes accorded to it in accordance with Clause
11.3.1, such Pool Member may refer such dispute to the Director for
determination, whose determination as to the calculation of or the
number of Weighted Votes to which such person shall be entitled shall
be final and binding for all purposes of this Agreement.

11.6 Alteration of Weighted Votes: The Director may at any time by
notice to the Executive Committee alter the calculation of Weighted
Votes set out in Clauses 11.2.1 and 11.2.2 and/or the caps on
Weighted Votes set out in Clauses 11.4.1 and 11.4.2 if, in his
opinion, such alteration is required to achieve fair representation
for all Pool Members.

11.7 Pool Member Group Information: Each Pool Member shall provide
the Executive Committee with such details of its Pool Member Group as
the Executive Committee may at any time and from time to time
reasonably require for the purposes of this Clause 11 and such Pool
Member shall be deemed to warrant to all other Pool Members that all
such details are true and accurate in all material respects as at the
date they are provided to the Executive Committee. The Executive
Committee may rely on such details without further enquiry or need to
verify them.

11.8 [Not used]

11.9 Records: The Executive Committee shall maintain, and retain for
a period of not less than eight years, a register recording the
Generator Weighted Votes and Supplier Weighted Votes of each Pool
Member, which register shall be open for inspection by any Party at
the office of the Secretary during normal business hours.

11.10 Voting on a show of hands: On a show of hands every Pool Member
present in person shall have only its Membership Vote (that is, one
vote).

11.11 Voting on a poll: On a poll every Pool Member shall have only
its Weighted Votes. On a poll votes may be given either personally or
by proxy.

11.12 Objections: No objection shall be raised to the qualification
of any voter except at the meeting or adjourned meeting at which the
vote objected to is given or tendered, and every vote not disallowed
at such meeting shall be valid for all purposes. Any such objection
made in due time shall be referred to the chairman of the meeting
whose decision shall be final and conclusive.

11.13 Scrutiny: At each meeting at which a Pool Member casts a vote,
the Secretary or another person specifically appointed for the
purpose by the Secretary shall ensure that proper scrutiny of all
such votes takes place, such that he is entirely satisfied that every
vote cast was so cast properly and in accordance with all relevant
provisions of this Agreement and any other applicable agreement
between all Pool Members or rules or regulations governing such
votes.

12.PROXIES

12.1 Authority: Any Pool Member entitled to attend and vote at any
general meeting of Pool Members shall be entitled to appoint another
person (whether a Pool Member or not) as its proxy to attend, speak
and vote in its place, save that a proxy shall not be entitled to
vote except on a poll.

12.2 Authentication of proxy: The instrument appointing a proxy shall
be in writing either under seal or under the hand of an officer or
attorney duly authorised. A proxy need not be a Pool Member.

12.3 Deposit of proxy: The instrument appointing a proxy and the
power of attorney or other authority, if any, under which it is
signed or a certified copy of that power or authority shall be
deposited at the office of the Secretary or at such other place
within the United Kingdom as is specified for that purpose in the
notice convening the relevant general meeting of Pool Members, not
less than 48 hours before the time for holding the meeting or
adjourned meeting, at which the person named in the instrument
proposes to vote, or, in the case of a poll, not less than 24 hours
before the time appointed for the taking of the poll, and in default
the instrument of proxy shall not be treated as valid.

12.4 Form of proxy (1): An instrument appointing a proxy shall be in
the following form or a form as near thereto as circumstances admit:

"POOLING AND SETTLEMENT AGREEMENT FOR THE ELECTRICITY INDUSTRY TN
ENGLAND AND WALES dated 30th March, 1990

we,              , of                , being a Pool Member (as
defined in the above-mentioned Agreement), hereby appoint of or,
failing him, of , as our proxy to vote for us on ur behalf at the
[annual or extraordinary, as the case may be] general meeting of Pool
Members, to be held on the               day of                    19
,and at any adjournment thereof.

     Signed this    day of            19 ."

12.5 Form of proxy (2): Where it is desired to afford Pool Members an
opportunity of voting for or against a resolution the instrument
appointing a proxy shall be in the following form or a form as near
thereto as circumstances admit:

"POOLING AND SETTLEMENT AGREEMENT FOR THE ELECTRICITY INDUSTRY IN
ENGLAND AND WALES dated 30th March, 1990

We,                     , of                            , being a
Pool Member (as defined in the above-mentioned Agreement), hereby
appoint                       of                      or, failing
him,                       of                          , as our proxy
to vote for us on our behalf at the [annual or extraordinary, as the
case may be] general meeting of Pool Members, to be held on the
                        day of                    19             and
at any adjournment thereof.

     Signed this    day of            19 ."

This form is to be used in favour of the resolution.
                          against

Unless otherwise instructed, the proxy will vote as he thinks fit.

Strike out whichever is not desired."

12.6 Authority to demand a poll: The instrument appointing a proxy
shall be deemed to confer authority to demand or join in demanding a
poll.

12.7 Proxy valid: A vote given in accordance with the terms of an
instrument of proxy shall be valid notwithstanding the previous
revocation of the proxy or of the authority under which the proxy was
executed, provided that no intimation in writing of such revocation
shall have been received by the Secretary at his office before the
commencement of the meeting or adjourned meeting at which the proxy
is used.

12.8 Resolution in writing: A resolution in writing signed by all the
Pool Members for the time being entitled to receive notice of and to
attend and vote at general meetings of Pool Members (or by their duly
authorised representatives) shall be as valid and effective as if the
same had been passed at a general meeting of Pool Members duly
convened and held and may consist of several instruments in like form
and executed by or on behalf of one or more Pool Members.

12.9 Corporations acting by representatives at meetings: Any company,
corporation, partnership, firm, joint venture, trust, association or
other organization which is a Pool Member may by resolution of its
directors or other governing body autl-orise such person as it thinks
fit to act as its representative at any general meeting of Pool
Members, and references in this Agreement to a Pool Member acting in
person (howsoever expressed) shall be deemed to include Pool Members
acting by their duly authorised representatives.

13.  MATTERS RESERVED TO THE GENERAL MEETING: CI^SS RIGHTS

13.1 Matters reserved generally:

13.1.1 As between the Pool Members each of the matters referred to in
Clause 13.1.2 shall require the prior approval of Pool Members in
general meeting before effect is given to the same, such approval to
be (subject as provided in Sections 15, 16 and 17 of Schedule 4) by
resolution of Pool Members passed by not less than 65 per cent. of
the Membership Votes or (as the case may be) Weighted Votes of such
Pool Members as (being entitled to do so) vote in person or by proxy
at a general meeting of Pool Members of which notice specifying the
intention to propose the resolution has been duly given.

13.1.2 The matters referred to in Clause 13.1.1 are:

     (a)  the removal of the Settlement System Administrator;

     (b)  the appointment and removal of the Pool Auditor;

     (c)  any amendment to or variation of this Agreement (other than
any amendment or variation referred to in Clause 13.2.1, 13.2.2 or
13.2.3 or any amendment of or variation to Schedule 9 (including any
amendment
thereto made pursuant to Clause 56.2) or to Schedule 15);

     (d)  the approval pursuant to Clause 5.8 of any Recommendation
and pursuant to Clause 5.11 of any Works Programme and any approval
pursuant to Clause 5.14;

     (e)  the removal of the Pool Chairman; and

     (f)  such other matters (not being matters referred to in Clause
9 1 8) which are otherwise designated under this Agreement for
reference to the Pool Members in general neeting

13.2  Matters reserved to particular classed of Pool Members:

13.2.1 As between the Pool Members any amendment to or variation of
this Clause 13.2 shall require the prior approval of the Generators
in separate general meeting.

13.2.2 As between the Pool Members each of the following matters
shall require the prior approval of the Suppliers in separate general
meeting:

     (a)  any change prior to 1st April, 1998 to the standards of
accuracy of Metering Equipment required for Second Tier Customers up
to (and including) lOOkW or required for Non-Pooled Generators;

     (b)  any amendment to or variation of Part Xl and/or Schedule
18; and

     (c)  any amendment to or variation of this Clause 13.2.

13.2.3 As between the Pool Members any amendment to or variation of
Clauses 10.2, 10.6, 13.4, 13.5, 15, 16.2, 19.2, 22 or 83, or this
Clause 13.2 shall, in addition to the applicable requirements of
Clauses 13.2.1 and 13.2.2, require the prior approval of Pool Members
in general meeting, such approval to be by resolution of Pool Members
passed by not less than 84 per cent. of the Membership Votes or (as
the case may be) Weighted Votes of such Pool Members as (being
entitled to do so) vote in person or by proxy at a general meeting of
Pool Members of which notice specifying the intention to propose the
resolution has been duly given.

13.2.4 To every separate general meeting referred to in this Clause
13.2 the provisions of this Part Ill relating to general meetings of
Pool Members (other than Clause 10.9, save in respect of the
attendance by the Pool Auditor or the Director or its or his duly
appointed representative) shall apply mutates mutand~s but so that:

     (a)  in the case of the Generators, the necessary quorum shall
be two Pool Members of that class;

     (b)  in the case of the Suppliers, the necessary quorum shall be
eight Pool Members of that class; and

     (c)  notice of any such separate general meeting need be given
only to those entitled to attend the same, and any resolution put to
any such separate general meeting shall, to be passed, require (in
the case of the Generators) 75 per cent. and (in the case of the
Suppliers) a simple majority of the Membership Votes or (as the case
may be) Weighted Votes of such Pool Members as (being entitled to do
so) vote in person or by proxy at such separate general meeting of
which notice specifying the intention to propose the resolution has
been duly given provided that any such resolution shall be deemed
passed if it would have been passed but for the resolution being
opposed by a single Pool Member or one or more Pool Members of a
single Pool Member's Group.

13.2A As between the Pool Members any amendment to or variation of
Schedule 22 shall require the approval of the Public Electricity
Suppliers in separate general meeting in accordance with the
provisions of that Schedule.

13.3 Provisions cumulative: The provisions of Clauses 13.1 and 13.2
are cumulative and not exclusive one of the other.

13.4 Executive Committee's referral: in the event of receipt by the
Secretary from one or more of the Committee Members of a request that
any matter resolved upon on a poll by the Executive Committee (or
upon which it has been unable or has refused to resolve other than
where the taking of a vote has been deferred pursuant to Clause 22.1)
be remitted to the Pool Members in general meeting, such request
having been received no later than five working days after the date
on which the results of such poll were notified to Committee Members
(exclusive of the date on which notice was given) (or, as the case
may be, the date of its failure or refusal so to resolve), the matter
the subject of the relevant resolution shall be remitted to the Pool
Members in general meeting and, pending the decision of Pool Members
in general meeting, such resolution shall not have effect. The
provisions of this Clause 13.4 are subject to the provisions of
Clause 61.9.

13.5 Dissentient Pool Member's right of appeal:

13.5.1 Any Pool Member who:

     (a)  voted against a resolution passed or in favour of a
resolution not passed by Pool Members in general meeting; or

     (b)  voted against a resolution passed or in favour of a
resolution not passed by Generators or (as the case may be) Suppliers
in separate general meeting; or

     (c) is directly affected by Pool Creditors passing or failing to
pass a resolution of Pool Creditors (but only where such resolution
does not concern the enforcement or nonenforcement of any payment
obligation),

and each Externally Interconnected Party (not being a Pool Member)
(each such Pool Member a "Dissentient Pool Member", which expression
shall include each such Externally Interconnected Parq) shall be
entitled within ten working days after the date of such resolution to
apply in writing to the Director seeking a ruling that the relevant
resolution shall or shall not have effect on the grounds that either:

     (i)  the interests of a group of Pool Members (including the
Dissentient Pool Member) or of the Dissentient Pool Member under this
Agreement have been, are or will be unfairly prejudiced by the
passing of or the failure to pass such resolution; or

     (ii) such resolution will breach, or will cause the Dissentient
Pool Member to be in breach of, one or more provisions of this
Agreement or of its Licence or of the Act.

Any such application shall give detailed reasons and evidence in
support and shall be copied to the Executive Committee. The
Dissentient Pool Member shall be entitled to mark all or any part of
such application as confidential and the Executive Committee shall
give such weight as it sees fit to such marking in the copying of
such application to those persons to whom it is obliged to copy such
application. The Executive Committee shall promptly notify all other
Pool Members, each Externally Interconnected Party (not being a Pool
Member), the Pool Chairman, the Settlement System Administrator and
the Pool Funds Administrator of receipt of such application. At the
same time as the Executive Committee shall notify all such other Pool
Members, each Externally Interconnected Party (not being a Pool
Member), the Pool Chairman, the Settlement System Administrator and
the Pool Funds Administrator of such receipt, the Executive Committee
shall send each of them a copy of the relevant application (amended,
if appropriate, to take account of any such marking where the
Executive Committee shall have seen fit so to do). The Executive
Committee, each Pool Member, each Externally Interconnected Party
(not being a Pool Member). the Pool Chairman, the Settlement System
Administrator and the Pool Funds Administrator and (if invited by the
Director) the Pool Auditor shall each be entitled to make
representations to the Director. If the Pool Auditor shall be so
invited to make any such representations, the Executive Committee
will provide it with a copy of the relevant application (amended, if
appropriate, as aforesaid).

13.5.2 Any determination of the Director in respect of any such
application as is referred to in Clause 13.5.1 shall be final and
binding. Pending any determination of the Director in respect of any
such application, the relevant resolution (if passed) shall not have
effect provided that, if the Director shall decline to accept a
reference or to make a determination (in either case, for whatsoever
reason), such resolution shall take effect from the date that the
Director notifies the Executive Committee that he declines to accept
the reference or to make the determination.

13.5.3 The Parties acknowledge and agree that the satisfaction of
either of the grounds referred to in Clause 13.5.1(i) or (ii) shall
not of itself entitle the Dissentient Pool Member to a determination
by the Director in its favour.

                               PART IV
                                  
                       THE EXECUTIVE COMMITTEE

14.  ESTABLISHMENT OF THE EXECUTIVE COMMITTEE

Establishment: The Pool Members hereby establish the Executive
Committee upon the terms and subject to the conditions of this
Agreement.

15. MEMBERSHIP OF THE EXECUTIVE COMMITTEE

15 1 Number of the Committee Members: The maximum number of Committee
Members shall not at any time exceed twelve or such lesser number
(subject to a minimum of six) as Pool Members may decide in general
meeting not later than 90 days before each annual general meeting of
Pool Members. Any such lesser number so decided upon prior to an
annual general meeting of Pool Members shall be the maximum number of
Committee Members during the entire term of office (according to
Clause 15.4) of those Committee Members elected at that annual
general meeting (or, as the case may be, a subsequent extraordinary
general meeting). On the expiry of that term of office, the maximum
number of Committee Members shall be twelve unless a lesser number
shall have been decided upon in accordance with the procedures set
out in this Clause 15.1.

15.2 Maximum number of Committee Membersfewer than twelve: If Pool
Members decide on a maximum number of Committee Members fewer than
twelve in accordance with Clause 15.1, then:

15.2.1 The number of Committee Members to be appointed in accordance
with the provisions of Clause 15.5 shall be two fewer than the agreed
maximum number of Committee Members and the number of Committee
Members to be appointed in accordance with Clause 15.6 shall be two;
and

15.2.2 The references to "ten" and its derivatives in Clauses
15.5.3(g) and 15.5.3(i) shall be substituted by the number that is
two fewer than the maximum number of Committee Members agreed by Pool
Members and the references to "nine" and "eleven" (and their
respective derivatives) in Clause 15.5.3(i) shall be correspondingly
altered.

15.3 Appointment and Rcmoval: As from 1st April, 1997 and subject as
provided in Clauses 15.2 and 15.8, ten Committee Members shall be
appointed and removed in accordance with the provisions of Clauses
15.5 and 15.10 and two Committee Members shall be appointed and
removed in accordance with the provisions of Clauses 15.6 and 15.10.

15.4 Term of Office: Subject to Clause 15.11, the term of office of
Committee Members shall be from 1st April in the year of appointment
to 31st March in the next following year provided that, if the
meeting at which any Committee Member is appointed is held after 1st
April, his term of office shall commence from the time of his
appointment. A Committee Member whose term of office has expired or
is to expire shall be eligible for reselection.

15.5 MP Committee Member election procedure: The procedures set out
in this Clause 15.5 shall apply to the election of those Committee
Members who are not RS Committee Members ("MP Committee Members"):

15.5.1 Each MP Pool Member shall be entitled, by notice to the
Executive Committee given no earlier than 90 days and no later than
30 days before each annual general meeting of Pool Members or,
failing election of any MP Committee Members at such meeting, no
later than 15 days before an extraordinary general meeting convened
for such purpose to propose, one individual (an "MP Nominee") to be
an MP Committee Member. The MP Nominee need not be an officer or
employee of a Pool Member but shall not be the Chief Executive or
Pool Chairman or any then current nominee for the position of Chief
Executive or Pool Chairman. Any such proposal to be valid shall be
accompanied by a written statement from the MP Nominee stating that
he is aware of the proposal and would be prepared to serve as a
Committee Member if elected.

15.5.2 No later than 10 days before the date of the annual general
meeting (or, as the case may be, extraordinary general meeting) the
Executive Committee shall circulate (or cause to be circulated) to
all Pool Members and the Director a list of all the names of the MP
Nominees and of the Pool Members who proposed them (the UMP Nominee
List"). The MP Nominee List shall also be circulated at the annual
general meeting or, as the case may be, extraordinary general meeting
to all Pool Members present in person; and

15.5.3 At the annual general meeting or extraordinary general meeting
(as the case may be) of Pool Members held to appoint Committee
Members the following procedures shall be applied in sequence:

     (a)  each MP Pool Member shall be given a voting paper (in this
Clause 15.5, a "Voting Paper") with the name of every MP Nominee who
appears on the MP Nominee List;

     (b)  subject to paragraphs (c) and (d) below, an MP Pool Member
shall rank each MP Nominee on its Voting Paper in order of preference
by marking the MP Nominee which is its first choice for membership of
the Executive Committee (its "Preferred MP Nominee") with the number
"1" and continuing numbering sequentially in order of preference
until it is indifferent as to the preference it accords to any
remaining MP Nominees;

     (c)  if an MP Pool Member has proposed an MP Nominee in
accordance with Clause 15.5.1, then such MP Pool Member must choose
that MP Nominee as its Preferred MP Nominee:

     (d)  all MP Pool Members that are members of the same Pool
Member's Group shall be obliged to rank the same MP Nominees in the
same order of preference;

     (e)  the Moderator shall collect in all Voting Papers and for
each Preferred MP Nominee shall calculate the number of Weighted
Votes cast by those MP Pool Members in his favour and for this
purpose each MP Pool Member shall be deemed to have cast all its
Weighted Votes in favour of its Preferred MP Nominee;

     (f)  the Moderator shall prepare a list (the "MP Preference
List") ranking the Preferred MP Nominees in order according to the
number of Weighted Votes cast for each such Preferred MP Nominee,
with the Preferred MP Nominee with the most number of Weighted Votes
being at the head of the list;

     (g)  when there are more than ten MP Nominees on the MP
Preference List then, if the MP Nominee ranked tenth on the MP
Preference List has more Weighted Votes cast in his favour than the
sum of all Weighted Votes cast for all those MP Nominees ranked below
him on the MP Preference List, those MP Nominees ranked first to
tenth on the MP Preference List shall be elected as Committee Members
and the voting procedure in this Clause 15.5.3 shall terminate;

     (h)  if the condition in paragraph (g) above is not satisfied,
the MP Nominee whose name appears last on the MP Preference List
shall be removed from the MP Preference List and shall take no
further part in the election process for the MP Committee Members and
the Moderator shall transfer the Weighted Votes of all those MP Pool
Members who voted for that MP Nominee to the MP Nominee(s) who is
their respective second preference. The Moderator shall then prepare
a revised MP Preference List to which paragraph (g) above shall be
applied and the procedure set out in this paragraph (h) shall be
repeated as often as may be necessary until the condition in
paragraph (g) above is satisfied (on each occasion the MP Nominee
whose name appears last on the MP Preference List being removed from
it and the Moderator transferring the Weighted Votes of all those MP
Pool Members attributable to that MP Nominee to the MP Nominee(s) who
is their next respective preference); and

     (i) if the provisions of paragraph (h) above have been followed
with the result that only eleven MP Nominees appear on the MP
Preference List, and if the MP Nominee ranked tenth has more Weighted
Votes cast in his favour than the MP Nominee ranked eleventh, then
those MP Nominees ranked first to tenth on the MP Preference List
shall be elected as Committee Members. If, however, the Weighted
Votes cast in favour of the MP Nominees ranked tenth and eleventh on
the MP Preference List are equal, then those MP Nominees ranked first
to ninth on the MP Preference List shal' be elected as Committee
Members and the selection of the tenth Committee Member from the
tenth and eleventh MP Nominee on the MP Preference List shall be
decided by the drawing of lots in a manner to be determined by the
Pool Chairman.

15.6 RS Committee Member election procedures: The procedures set out
in this Clause 15.6 shall apply to the election of the RS Committee
Members:

15.6.1 Each RS Pool Member shall be entitled, by notice to the
Executive Committee given no earlier than 90 days and no later than
30 days before each annual general meeting of Pool Members or,
failing election of either RS Committee Member at such meeting, no
later than 15 days before an extraordinary general meeting convened
for such purpose to propose one individual (a "RS Nominee") to be a
RS Committee Member. The RS Nominee need not be an officer or
employee of a Pool Member but shall not be the Chief Executive or
Pool Chairman or any then current nominee for the position of Chief
Executive or Pool Chairman. Any such proposal to be valid shall be
accompanied by a written statement from the RS Nominee stating that
he is aware of the proposal and would be prepared to serve as a
Committee Member if elected and identifying whether he is standing
for the position of SG Committee Member or IS Committee Member;

15.6.2 No later than 10 days before the annual general meeting (or,
as the case may be, the extraordinary general meeting) the Executive
Committee shall circulate (or cause to be circulated) to all Pool
Members and the Director a list of all the names of the RS Nominees
and of the Pool Members who nominated them (the "RS Nominee List").
The Director may object to any RS Nominee by notice to the Executive
Committee no later than 5 working days before the annual general
meeting on the grounds that such RS Nominee could not reasonably be
expected to represent the interests of Small Generators or (as the
case may be) Independent Suppliers on the Executive Committee. Any RS
Nominee to whom the Director so objects shall not be eligible for
election at the relevant meeting of Pool Members as an RS Committee
Member and his name shall be deleted from the RS Nominee List. The RS
Nominee List (amended, if necessary, to take account of the
Director's objections) shall be circulated at the annual general
meeting or, as the case may be, extraordinary general meeting to all
Pool Members present in person and (if practicable) to all Pool
Members in advance of such meeting;

15.6.3 If there is no RS Nominee or no RS Nominee eligible for
election as the SO Committee Member or (as the case may be) the IS
Committee Member, the Director shall be entitled to appoint and
remove an individual to serve in that capacity for the term of office
referred to in Clause 15.4 and the procedures in Clause 15.6.4 shall
not apply to the election of such RS Nominee;

15.6.4 At the annual general meeting or extraordinary general meeting
(as the case may be) of Pool Members the following procedures shall
be applied (subject to Clause 15.6.5) in sequence first for the
election of the SG Committee Member and, secondly, for the election
of the IS Committee Member immediately following the conclusion of
the election procedures for the MP Committee Members in Clause 15.5:

     (a)  each RS Pool Member shall be given a voting paper (in this
Clause 15.6, a "Voting Paper") with the name of every RS Nominee who
appears on the RS Nominee List (amended, if appropriate, in
accordance with Clause 15.6.2);

     (b)  SG Pool Members shall be entitled to vote only for RS
Nominees nominated by SG Pool Members and whose names appear on the
Voting Paper ("SG Nominees");

     (c)  IS Pool Members shall be entitled to vote only for RS
Nominees nominated by IS Pool Members and whose names appear on the
Voting Paper ("IS Nominees");

     (d)  in the case of the election of the SG Committee Member,
each SG Pool Member shall rank each SG Nominee on its Voting Paper in
order of preference by marking the SG Nominee which is its first
choice for membership of the Executive Committee (its "Preferred SG
Nominee") with the number"1" and continuing numbering sequentially in
order of preference until it is indifferent as to the preference it
accords to any remaining SG Nominees;

     (e)  in the case of the election of the IS Committee Member,
each IS Pool Member shall rank each IS Nominee on its Voting Paper in
order of preference by marking the IS Nominee which is its Rrst
choice for membership of the Executive Committee (its "Preferred IS
Nominee") with the number "1" and continuing numbering sequentially
in order of preference until it is indifferent as to the preference
it accords to any remaining IS Nominees.  Preferred SG Nominees and
Preferred IS Nominees are, for the purposes of this Clause 15.6,
known as the ``Preferred RS Nominees';

     (f)  if a RS Pool Member has proposed a SG Nominee or an IS
Nominee in accordance with Clause 15.6.1, then such RS Pool Member
must choose that SG Nominee or (as the case may be) IS Nominee as its
Preferred RS Nominee;

     (g)  the Moderator shall collect in all Voting Papers and for
each SG Nominee and each IS Nominee shall calculate the number of
Weighted Votes cast by RS Pool Members in his favour and for this
purpose each RS Pool Member shall be deemed to have cast all its
Weighted Votes in favour of its Preferred RS Nominee;

     (h)  the Moderator shall prepare a list (the "SG Preference
List") ranking the Preferred SG Nominees in order according to the
number of Weighted Votes cast for each such Preferred SG Nominee,
with the Preferred SG Nominee with the most number of Weighted Votes
being at the head of the list;

     (i)  the Moderator shall prepare a list (the "IS Preference
List") ranking the Preferred IS Nominees in order according to the
number of Weighted Votes cast for each such Preferred IS Nominee,
with the Preferred IS Nominee with the most number of Weighted Votes
being at the head of the list;

     (j)  if the RS Nominee ranked first on the SG Preference List or
(as the case may be) IS Preference List has more Weighted Votes cast
in his favour than the sum of all Weighted Votes cast for all those
RS Nominees ranked below him on the same list, the RS Nominee ranked
first on the relevant list shall be elected as the SG Committee
Member or (as the case may be) IS Committee Member and the voting
procedure in this Clause 15.6.4 shall terminate; and

     (k)  if the condition in paragraph (I) above is not satisfied,
the RS Nominee whose name appears last on the SG Preference List or
(as the case may be) IS Preference List shall be removed from that
list and shall take no further part in the election process for the
relevant RS Committee Members and the Moderator shall transfer the
Weighted Votes of all those RS Pool Members who voted for that RS
Nominee to the RS Nominee(s) who is their respective second
preference. The Moderator shall then prepare a revised SG Preference
List or (as the case may be) IS Preference List in each case to which
paragraph (j) above shall b" applied and the procedure set out in
this paragraph (k) shall be repeated as often as may be necessary
until the condition in paragraph (I) above is satisfied in relation
to the relevant list (on each occasion the RS Nominee whose name
appears last on the SG Preference List or (as the case may be) IS
Preference List being removed from it and the Moderator transferring
the Weighted Votes of all those RS Pool Members attributable to that
RS Nominee to the RS Nominee(s) who is their next respective
preference); and

15.6.5 If a SG Pool Member is a member of a Pool Member's Group of
which an IS Pool Member is also a member (or vice versa) and there
are no MP Pool Members in that Pool Member's Group, the SG Pool
Member and the IS Pool Member shall jointly notify the Secretary upon
receipt of the RS Nominee List at the annual general meeting or, as
the case may be, extraordinary general meeting whether the SG Pool
Member will participate in the election of the SG Committee Member or
the IS Pool Member will participate in the election of the IS
Committee Member. In the former case, the IS Pool Member shall not
have the right to participate in the election of either RS Nominee
and, in the latter case, the SG Pool Member shall not have the right
to participate in the election of either RS Nominee. If no such
notification is received by the Secretary before the election
procedure for the RS Nominees begins, the votes of both the SG Pool
Member and the IS Pool Member shall be discounted and ignored.

15.7 Spoilt papers: If any Voting Paper is incorrectly completed or
otherwise spoilt, the Moderator shall take no account of it or of the
Weighted Votes purported to be cast by it in the conduct of the
procedures set out in Clause 15.5 and/or 15.6.

15.8 Default appointment: If the procedures set out in Clause 15.5 or
15.6 (other than Clause 15.6.3) shall result in less than the
prescribed or (as the case may be) agreed maximum number of Committee
Members permitted under Clause 15.1 being appointed (including where
there are insufficient nominees nominated to fill the seats), the
Director shall have the right to appoint and remove individuals to
the Executive Committee as Committee Members in such numbers as may
be necessary to provide for such maximum number of Committee Members
until such time as another election pursuant to Clause 15.5.3 or (as
the case may be) 15.6.4 takes place. Any Committee Member appointed
pursuant to this Clause 15.8 shall, for the purposes of Clause 23.6,
represent the interests of all Pool Members for the time being and
from time to time.

15.9 Notification of Committee Members: The Secretary shall promptly
notify all Pool Members and the Director of the appointment and
removal of any Committee Member

15.10 Removal of Committee Members:

15.10.1 A Committee Member may be removed by vote of all those Pool
Members whose Weighted Votes were cast in favour of that Committee
Member in his election pursuant to Clause 15.5 or Clause 15.6, such
vote to be passed requiring a majority of 65 per cent. of the total
number of Weighted Votes of all such Pool Members (after deduction of
any Weighted Votes of persons who were Pool Members at the time of
his election and who voted in favour of him but who are no longer
Pool Members). For the purposes of such vote, relevant Pool Members
may cast only that number of Weighted Votes which they cast in favour
of such Committee Member in his election pursuant to Clause 15.5 or
15.6.

15.102 A separate general meeting of those Pool Members entitled to
vote may be convened for the purpose of removing a Committee Member
and to every such separate general meeting the provisions of Part III
relating to general meetings of Pool Members (other than Clause 10.9,
save in respect of the attendance by the Pool Auditor or the Director
or its or his duly appointed representative) shall apply mutatis
mutandis but so that:

     (a)  the necessar,y quorum shall be one Pool Member entitled to
vote thereat; and

     (b)  notice of any such separate general meeting need be given
only to those entitled to attend the same.

15.11 Vacation of office by Committee Members: The office of a
Committee Member shall be vacated if:

15.11.1 He resigns his office by notice delivered to the Secretary;
or

15.1 1.2 He becomes bankrupt or compounds with his creditors
generally; or

15.11.3   He becomes of unsound mind or a patient for any purpose of
any statute relating to mental health; or

15.11.4   He and his alternate fail to attend more than three
consecutive meetings of the Executive Committee; or

15.11.5   He dies; or

15.11.6   He is removed from office pursuant to Clause 15.10.

15.12 Election of replacement Committee Members: At the time of the
vacation of office of a Committee Member (for the purposes of this
Clause 15.12 an "Outgoing Committee Member") or as soon as is
reasonably practicable thereafter, a replacement Committee Member
shall be elected following the procedures set out in, in the case of
an MP Committee Member, Clause 15.5 or, in the case of an RS
Committee Member, Clause 15.6, provided that :

     (a)  only Pool Members whose Weighted Votes were cast in favour
of the Outgoing Committee Member in an election pursuant to Clause
15.5 or 15.6 and who were, at the time of his vacation of office,
represented by him pursuant to Clause 23.6.1 or 23.6.2; and

     (b)  only those persons who have become Pool Members in the
period of the Outgoing Committee Member's term of office and who
were, at the time of his vacation of office, represented by him
pursuant to Clause 23.6.4

may take part in the election of a replacement Committee Member
pursuant to this Clause 15.12.

15.1 3 Alternates:

15.13.1 Each Committee Member shall have the power to appoint any
person (who may be an existing Committee Member) to be his alternate
and may at his discretion remove an alternate Committee Member so
appointed. Any appointment or removal of an alternate Committee
Member shall be effected by notice in writing executed by the
appointor and delivered to the Secretary who shall forthwith notify
all other Committee Members of such appointment. If his appointor so
requests, an alternate Committee Member shall be entitled to receive
notice of all meetings of the Executive Committee or of subcommittees
or sub-groups of which his appointor is a member and to receive a
voting paper on a poll instead of the appointor. He shall also be
entitled to attend, speak and vote as a Committee Member at any such
meeting at which the Committee Member appointing him is not
personally present and at the meeting to exercise and discharge all
the functions, powers and duties of his appointor as a Committee
Member and for the purposes of the proceedings at the meeting the
provisions of this Part IV shall apply as i'he were a Committee
Member. He shall also be entitled to demand a poll (whether at or
after the meeting) pursuant to Clause 22.3, to carry out
consultations with Pool Members contemplated by Clause 22.8 insofar
as his appointor shall be unable to do so, to act on the instructions
of Pool Members duly given to his Pintos or to him on behalf of his
appointor and to complete his appointor's voting paper on a poll on
behalf of his appointor.

15.13.2 Except on a poll, every person acting as an alternate
Committee Member shall have one vote for each Committee Member for
whom he acts as alternate, in addition to his own vote if he is also
a Committee Member. On a poll, an alternate Committee Member shall be
entitled (if his appointor is unable to do so) to exercise (on behalf
of his appointor and by completion of the appointor's separate voting
paper) all of the votes which his appointor is entitled to cast, in
addition to any votes which the alternate is entitled to cast in his
own capacity if he is also a Committee Member. Execution by an
alternate Committee Member of any resolution in writing of the
Executive Committee shall, unless the notice of his appointment
provides to the contrary, be as effective as execution by his
appointor.

15.13.3 An alternate Committee Member shall ipso facto cease to be an
alternate Committee Member if his appointor ceases for any reason to
be a Committee Member.

15.13.4 References in this Agreement to a Committee Member shall,
unless the context otherwise requires, include his duly appointed
alternate.

16.  POOL CHAIRMAN

16.1 Pool Chairman: There shall at all times be a Chairman of the
pooling and settlement arrangements for the electricity industry in
England and Wales established by this Agreement (the "Pool
Chairman").

16.2 Appointment and Term:

16.2.1 The election of a Pool Chairman shall take place either:

     (i)  at the annual general meeting or (as the case may be) an
extraordinary general meeting of Pool Members convened for that
purpose (where practicable) held not less than three months before
the end of the term of the then current Pool Chairman; or

     (ii) should the Executive Committee so decide, by a postal vote
in accordance with Clause 16.4, such postal vote to have a closing
date which (where practicable) is not less than three months before
the end of the term of the then current Pool Chairman.

16.2.2 Subject to Clause 16.2.4, the term of office of the Pool
Chairman shall be from 1st April in the year of his election to the
31st March falling two years thereafter provided that:

     (i)  where the Pool Chairman is to be elected at an annual
general meeting or (as the case may be) an extraordinary general
meeting of Pool Members, if the meeting at which he is elected is
held after 1st April, his term of office shall commence from such
date as the Pool Members in general meeting shall resolve (being no
earlier than the date of such meeting);

     (ii) where the Pool Chairman is to be elected by postal vote, if
the closing date of such postal vote is after 1st April, his term of
office shall commence from such date as shall be set out in the
notice of postal vote which shall have been sent to all Pool Members
by the Chief Executive in accordance with Clause 16.4; and

     (iii)     his term of office shall expire before 31st March if
he resigns or is unable for whatever reason to continue to act or if
a successor Pool Chairman is elected with a term of office which Pool
Members either in general meeting or (as the case may be) by the
terms of a postal vote resolve is to commence before that date.

16.2.3 The appointment of the Pool Chairman shall be on such terms
and conditions (including, but not limited to, terms and conditions
in relation to reimbursement, hours of work and removal (subject to
Clause 13.1.2)) as have been approved by Pool Members in general
meeting. Any amendment to those terms and conditions shall require
the prior approval of Pool Members in general meeting.

16.2.4 Not later than three months prior to the end of the two year
term of the then current Pool Chairman, Pool Members may either (i)
call and hold a general meeting or (ii) call and hold a postal vote
and, if the Pool Chairman agrees, may resolve to extend the term of
appointment of the Pool Chairman by one year. If the resolution is
approved in accordance with the terms of this Agreement then the term
of appointment shall be so extended provided that under no
circumstances shall the term of appointment exceed three y ears.

16.2 5 If at any time the Pool Chairman shall resign or be unable for
whatever reason to continue to act, an extraordinary general meeting
shall be called in accordance with Clause 9.4 or a postal vote shall
be called in accordance with Clause 16.4 for the purposes of electing
a successor Pool Chairman. Unless that successor Pool Chairman
himself is removed, resigns or is unable for whatever reason to
continue to act, he shall hold omce until the 31st March falling
^losest to the date two years after the date of his election and his
appointment may be extended in accordance with Clause 16.2.4.

16.3 Transitional Provisions: The appointment of the Pool Chairman
whose two year term of office starts on 1st April, 1996 is hereby
ratified and confirmed by all Pool Members.

16.4 Election procedure fpostal vote): The Executive Committee may
(where practicable) resolve to call a postal vote to elect a Pool
Chairman. Where the Executive Committee so resolves, such postal vote
shall be held in accordance with the following principles:

16.4.1 The Executive Committee shall instruct the Chief Executive,
who shall send a notice to Pool Members, stating that a postal vote
has been called and inviting nominations to be sent to the Chief
Executive within a period of not less than 21 days from the date of
such notice;

16.4.2 Once such period for nomination has closed, the Chief
Executive shall send to all Pool Members a ballot paper containing a
list of all eligible nominees and a closing date for the receipt by
the Chief Executive of completed ballot papers, such date being no
less than 21 days from the date of such ballot paper; and

16.4.3 Each Pool Member shall have one vote and the successor Pool
Chairman shall be elected by single transferable vote in accordance
with the procedures approved by the Executive Committee.

16.5 Election procedure (general meeting):

16.5.1 Where any successor Pool Chairman is to be elected at an
annual general meeting or (as the case may be) extraordinary general
meeting, nominations shall be delivered no later than 21 days prior
to the relevant annual general meeting or (as the case may be)
extraordinary general meeting.

16.5.2 At the relevant annual general meeting or (as the case may be)
extraordinary general meeting, all eligible nominees shall be
proposed by the Pool Chairman (failing whom, the Chief Executive).
Each Pool Member shall have one vote and the successor Pool Chairman
shall be elected by single transferable vote in accordance with the
procedures approved by the Executive Comer. tee.

16.6 Nominations: Any Pool Member can nominate any one person,
whether or not an employee of a Pool Member, to be Pool Chairman.
Nominations made pursuant to this Clause 16.6 shall be delivered in
writing to the Chief Executive within any time period specified
pursuant to Clause 16.4 or (as the case may be) Clause 16.5. Any such
nomination shall only be valid where accompanied by a written
statement from the nominee stating that he is aware of the proposal
and would be prepared to serve as Pool Chairman in accordance with
this Agreement and the relevant terms and conditions if elected.

16.7 Functions: The Pool Chairman shall have and carry out only such
duties and responsibilities and exercise such powers as are expressly
provided in this Agreement and in his terms of reference approved by
the Executive Committee from time to time. The Pool Chairman shall
exercise impartially all such duties, responsibilities and powers.

16.8 No voting rights: The Pool Chairman in his capacity as Pool
Chairman shall have no voting rights under this Agreement.

16.9 Indemnity: The Pool Chairman shall be indemnified and kept
indemnified jointly and severally by all Pool Members (and, as
between the Pool Members, rateably in the proportion which their
respective Contributory Shares bear one to the other at the time of
receipt of the request for indemnification) from and against any and
all costs (including legal costs), charges, expenses, damages or
other liabilities properly incurred or suffered by him in relation to
his office as Pool Chairman or the due exercise by him of his powers,
duties and responsibilities as Pool Chairman and all claims, demands
or proceedings arising out of or in connection with the same except
any such costs, charges, expenses, damages or other liabilities which
are suffered or incurred or occasioned by the wilful default or bad
faith of, or breach of duty or trust by, the Pool Chairman. The Pool
Members shall, upon request, provide the Pool Chairman with a written
deed of indemnity to that effect.

<PAGE>

17.  CHIEF EXECUTIVE, SECRETARIAT AND SECRETARY

17.1 Chief Executive:

17.1.1 Subject to Clause 15.7.4, a chief executive of the Executive
Committee (the UChief Executives) shall be appointed and be subject
to removal and replacement by resolution of the Executive Committee
passed by 70 per cent or more of the votes of all Committee Members
(after consultation with the Pool Chairman). The Chief Executive
shall be appointed on such terms and conditions as they see fit.

17.1.2 The Chief Executive shall undertake such duties and
responsibilities and exercise such powers in relation to the
Executive Committee and its activities as the Executive Committee may
from time to time assign to or vest in him.

17.1.3 The Chief Executive shall have the right and shall be obliged
to attend all meetings of the Executive Committee and all meetings of
the Pool Members in general meeting. The Chief Executive in his
capacity as Chief Executive shall have no voting rights under this
Agreement. If for any reason the Chief Executive is unable to attend
any such meeting, he shall nominate a representative to attend in his
place.

17.1.4 The Executive Committee shall make arrangements for the
remuneration of the Chief Executive and the payment of his costs and
expenses and the same shall be recovered in accordance with the PEA
Accounting Procedure or as otherwise directed by the Executive
Committee from time to time.

17.2 Secretariat:

17.2.1 The Executive Committee may from time to time appoint and
remove, or make arrangements for the appointment and removal of, such
personnel as the Executive Committee requires to assist the Executive
Committee, any sub-committee of the Executive Committee, the chairman
of the Executive Committee or any such sub-committee, the Pool
Chairman, the Chief Executive or the Secretary in the proper
performance of its or his duties and responsibilities, in each such
case upon such terms and conditions as the Executive Committee sees
fit.

17.2.2 Any personnel referred to in Clause 17.2.1 shall undertake
such duties and responsibilities and exercise such powers as the
Executive Committee may from time to time assign to or vest in him,
it or them.

17.2.3 The Executive Committee shall make arrangements for the
remuneration of such personnel as are referred to in Clause 17.2.1
and the payment of their costs and expenses and the same shall be
recovered in accordance with the PFA Accounting Procedure or as
otherwise directed by the Executive Committee from time to time.

17.3 Secretary:

17.3.1 The Executive Committee may from time to time appoint and
remove, or make arrangements for the appointment and removal of, the
Secretary on such terms and conditions as it sees fit.

17.3.2 The Secretary in his capacity as Secretary shall have no
voting rights under this Agreement.

17.3.3 The Secretary shall have and carry out only such duties and
responsibilities as are expressly provided in this Agreement and such
other reasonable secretarial and administrative duties and
responsibilities as may from time to time be delegated to it by the
Executive Committee. If at any time there is no Secretary, the
responsibilities and duties of the Secretary under this Agreement
shall become those of the Chief Executive or, if there shall be no
Chief Executive, the Executive Committee until such time as a
Secretary is appointed pursuant to Clause 17.3.1 or a Chief Executive
is appointed pursuant to Clause 17.1.1 (and notices to the Secretary
under this Agreement shall be readdressed accordingly).

17.3.4 The Secretary shall be entitled to receive such remuneration
(if any) as the Executive Committee may from time to time approve,
such remuneration to be paid to it at such times and in such manner
as the Executive Committee shall from time to time direct and to be
recovered in accordance with the PFA Accounting Procedure or as
otherwise directed by the Executive Committee from time to time.
Further, the Secretary shall be paid its reasonable travelling, hotel
and incidental expenses of attending and returning from meetings of
the Executive Committee or any sub-committee thereof and any general
meetings and separate general meetings of Pool Members and all costs
and expenses properly and reasonably incurred by it in the
performance of its duties and responsibilities under this Agreement.
All such costs and expenses shall be recovered in accordance with the
PFA Accounting Procedure or as otherwise directed by the Executive
Committee from time to time.

17.4 Indemnity:

17.4.1 All Pool Members shall jointly and severally indemnify and
keep indemnified the Chief Executive, the Contract Manager, the
personnel referred to in Clause 17.2.1, the Secretary and each member
of any sub-committee of the Executive Committee or of any sub-group
established by any such sub-committee (other than a Committee Member,
but without prejudice to Clause 23.3.4) (and, as between the Pool
Members, according to their respective Contributory Shares at the
time of receipt of the request for indemnification) from and against
any and all costs (including legal costs), charges, expenses, damages
or other liabilities properly incurred or suffered by the Chief
Executive in relation to his office as Chief Executive or (as the
case may be) the Secretary in relation to its office as Secretary or
the due exercise by the Chief Executive, the Contract Manager, the
said personnel, the Secretary or (as the case may be) any such member
of his, their or its powers, duties and responsibilities under this
Agreement and all claims, demands or proceedings arising out of or in
connection with the same except any such costs, charges, expenses,
damages or other liabilities which are suffered or incurred or
occasioned by the wilful default or bad faith of, or breach of
obligation by, the Chief Executive, the Contract Manager, such
personnel, the Secretary or (as the case may be) any such member.

17.4.2 The Pool Members undertake to enter into an indemnity in
favour of any employer of the Chief Executive, any personnel referred
to in Clause 17.2.1, the Secretary or (as the case may be) any such
member of any sub-committee of the Executive Committee or of any
sub-group established by any such subcommittee as is referred to in
Clause 17.4.1 under which they shall jointly and severally indemnify
and keep indemnified any such employer in respect of all acts and
omissions of the Chief Executive, the Contract Manager, such
personnel, the Secretary or (as the case may be) any such member in
the performance of his, their or its rights, powers, duties and
responsibilities under this Agreement (and, as between the Pool
Members, according to their respective Contributory Shares at the
time of receipt of the request for indemnification under the relevant
indemnity).

18.  PROCEEDINGS OF THE EXECUTIVE COMMITTEE

18.1 Meetings:

18.1.1 Meetings of the Executive Committee (other than special
meetings referred to in Clause 18.1.3) shall be held at least
quarterly (or at such shorter regular intervals as may be agreed from
time to time by the Executive Committee) at such time and place in
any jurisdiction in which any Pool Member is incorporated or has its
principal place of business as may be agreed from time to time by the
Executive Committee (or, in default of agreement, as stipulated by
the Pool Chairman).

18.1.2 Meetings of the Executive Committee shall be convened by the
Secretary upon giving to the Committee Members, the Pool Chairman,
the Chief Executive (if any), the Settlement System Administrator,
the Director and the Pool Auditor and (where matters the subject of
the agenda referred to in Clause 18.1.4 concern directly the
functions, duties or responsibilities of any Externally
Interconnected Party (not being a Pool Member), the Pool Funds
Administrator, the Grid Operator and/or the Ancillary Services
Provider) the relevant one(s) of them at least five working days'
notice of the place, the day and the hour of the relevant meeting.

18.1.3 Special meetings of the Executive Committee shall be convened
upon the request of any Committee Member, the Pool Chairman or the
Chief Executive. Such request shall be made in writing to the
Secretary and shall state the matters to be considered at that
special meeting. Upon receipt of such request the Secretary shall
convene in accordance with Clause 18.1.2 without delay such special
meeting for a date occurring as soon as practicable thereafter but
not less than five nor more than ten working days after receipt of
such request. If the Secretary shall fail so to convene a special
meeting the Committee Member which made such request, the Pool
Chairman or (as the case may be) the Chief Executive may himself
convene a special meeting, but any meeting so convened shall not be
held after the expiration of two months from the date of such
request. A special meeting convened under this Clause 18.1.3 by a
Committee Member, the Pool Chairman or the Chief Executive shall be
convened in the same manner, as nearly as possible, as that in which
meetings of the Executive Committee are to be convened by the
Secretary pursuant to Clause 18.1.2.

18.1.4 Any notice given under Clause 18.1.2 shall be exclusive of the
day on which it is served or deemed to be served and of the day for
which it is given and shall be accompanied by an agenda of the
matters to be considered at the relevant meeting together with any
supporting documents C`r papers then available to the Secretary. Any
Committee Member may advise additional matters which he wishes to be
considered at such meeting by notice to all other Committee Members,
the Pool Chairman, the Chief Executive (if any), the Secretary, the
Settlement System Administrator, the Director and the Pool Auditor
"...i Where such additional matters concern directly the functions,
duties or responsibilities of any Externally Interconnected Party
(not being a Pool Member), the Pool Funds Administrator, the Grid
Operator and/or the Ancillary Services Provider) the relevant one(s)
of them given no later than three working days before the date of
such meeting. Only matters identified in such agenda or so advised
shall be discussed or resolved upon at such meeting. The accidental
omission to give notice of a meeting or accompanying agenda or
supporting documents or papers to, or the non-receipt of notice of a
meeting or accompanying agenda or supporting documents or papers by,
any person entitled to receive notice shall not invalidate the
proceedings at that meeting.

18.1.5 For any meeting of the Executive Committee, the periods and
methods of notice referred to in the foregoing provisions of this
Clause 18 may be waived prospectively or retrospectively with the
consent in writing of all such persons as are entitled to attend the
relevant meeting.

18.1.6 The Secretary shall prepare minutes of all meetings of the
Executive Committee and shall provide copies thereof to all such
persons as were entitled to attend the relevant meeting as soon as
practicable (and in any event within ten working days) after the
relevant meeting has been held. Each person who attended such meeting
shall notify his approval or disapproval of the minutes thereof to
the Secretary no later than ten working days after receipt thereof
and, if he fails to do so, he or it shall be deemed to have approved
the same. The Secretary shall record any such disapproval in the
minutes unless the same shall have been withdrawn or the minutes
amended with the agreement of the Executive Committee. The Secretary
shall provide copies of minutes of meetings of the Executive
Committee to any other Party within a reasonable time after request
therefor provided that the said time for approving or disapproving
the same has expired. Further, the Secretary shall provide copies of
such minutes to such persons as the Executive Committee may from time
to time direct within a reasonable time after receipt of such
direction.

19.  CONDUCT OF EXECUTIVE COMMITTEE MEETINGS

19.1 General: Chairman:

19 1.1 Subject as provided in Clauses 13, 18 and 22 and this Clause
19, the Executive Committee may meet for the transaction of business,
and adjourn and otherwise regulate its meetings, as it shall see fit.

19.1.2 The Pool Chairman shall preside as chairman at every meeting
of the Executive Committee provided that:

     (a)  if the Pool Chairman is unable to attend any meeting, he
shall nominate another individual to preside as chairman at that
meeting in his place. Such individual shall be a director or senior
executive of one of the Pool Members but shall not be a Committee
Member or an alternate for any Committee Member; and

     (b)  if there is no Pool Chairman or the Pool Chairman or his
duly appointed nominee shall not be present within 15 minutes after
the time appointed for the holding of the meeting or the Pool
Chairman is unwilling to act, the Committee Members present may
appoint one of their number to be chairman of the meeting.

19.1.3 The chairman of the meeting in his capacity as chairman shall
not have any vote at meetings of the Executive Committee.

19.2 Lack of quorum: If, within half an hour from the time appointed
for holding any meeting of the Executive Committee, a quorum is not
present, the meeting shall be adjourned to the same day in the next
week at the same time and place and if at the adjourned meeting a
quorum is not present within half an hour from the time appointed for
holding the meeting, those present shall constitute a quorum.

19.3 Representation of non-Committee Members: Each of the Settlement
System Administrator, the Pool Chairman, the Director and the Pool
Auditor (or its or his duly appointed representative) shall have the
right to attend and speak (but not to vote) at meetings of the
Executive Committee. Each Externally Interconnected Party (not being
a Pool Member) and each of the Pool Funds Administrator, the Grid
Operator and the Ancillary Services Provider (or its duly appointed
representative) shall be entitled to attend and speak (but not vote)
at meetings of the Executive Committee only where matters directly
concerning its functions, duties or responsibilities have been
identified or advised as provided in Clause 18.1.4 or if so requested
by the Executive Committee. The Chief Executive (or his duly
appointed representative) shall have the right to attend and speak
(but not vote) at meetings of the Executive Committee and shall be
obliged so to attend. With the exception of attendances by the Pool
Chairman, the Chief Executive and the Pool Audito-, no payment shall
be made to any person who has the right by virtue of this Clause 19.4
to attend Executive Committee meetings in respect of any such
attendance.

19.4 Written resolutions: A resolution in writing, executed by or on
behalf of each Committee Member, shall be as valid and effectual as
if it had been passed at a meeting of the Executive Committee duly
convened and held and may consist of several instruments in like form
and executed by or on behalf of one or more of such Committee
Members. Any proposed resolution in writing shall be circulated to
all those persons who would have been entitled to attend a meeting of
the Executive Committee at which such resolution could properly have
been passed.

19.5 Default in appointment: All acts done by any meeting of the
Committee Members or of a sub-committee of the Executive Committee
shall, notwithstanding that it be afterwards discovered that there
was some defect in the appointment of such Committee Member, be as
valid as if such person had been duly appointed.

20.  DELEGATION

20.1 Sub-committees: The Executive Committee may establish sub
committees. Each sub-committee:

20.1.1 Shall be composed of such persons (whether or not Committee
Members) and shall discharge such rights, powers, duties and
responsibilities as from time to time the Executive Committee
considers desirable to delegate to it; and

20.1.2 In the exercise of its rights and powers and the performance
of its duties and responsibilities delegated to it by the Executive
Committee shall at all times conduct itself and its affairs in a
manner which it considers best designed to She effect to the
principal objects and purpose set out in Clause 4.1.2 and to promote,
and not obstruct, the fair and efficient operation of the procedures
referred to in Clause 4.1.3 so that the objectives set out in Clause
4.1.3 are thereby achieved; and

20.1.3 Shall be given written terms of reference and, unless
otherwise varied by the Executive Committee, the provisions of
Clauses 18 and 19 shall apply mutatis mutandis to meetings of such
subcommittee and the provisions of Clauses 19.4, 23.3.1, 23.3.2 and
23.3.3 shall apply mutatis mutandis in relation to any such sub
committee and the members thereof; and

20.1.4 May establish sub-groups to assist in the discharge of the
rights, powers, duties and responsibilities of such sub-committee,
each of which sub-groups shall be given written terms of reference
and, unless otherwise varied by the Executive Committee or any
sub-committee acting on the authority of the Executive Committee, the
provisions of Clauses 18 and 19 shall apply mutates mr~tanctis to
meetings of such sub-groups and the provisions of Clauses 23.3.1,
23.3.2, and 23.3.3 shall apply mutatis mutandis in relation to each
such sub-group and the members thereof.

20.2 Nominees: Upon written request of the Executive Committee or, in
the. case of the Settlement System Administrator, Order issued by the
Contract Manager under Schedule 4, each Pool Member and the
Settlement System Administrator shall:

20.2.1 Nominate one or more persons knowledgeable in the matters
referred to, or the subject of consideration by, the relevant sub
committee to attend at meetings of, and otherwise participate as a
member of, any sub-committee established by the Executive Committee;
and

20.2.2 Procure that such nominee(s) shall so attend and participate
at such time or times as the Executive Committee or such subcommittee
may require,

provided that a Pool Member shall not be required in any period of 12
months to make available nominees for more than 60 days in aggregate.
Save as provided by Clause 23.5 no payment shall be made to Pool
Members in respect of any such attendance or participation.

20.3 Member's responsibilities: To the extent not inconsistent with
the provisions of Clauses 20.1.1, 20.1.2 and 20.1.3 a member of any
subcommittee established by the Executive Committee shall be free to
represent the interests of the person or persons which nominated him
to that sub-committee but each such person acknowledges and agrees
the subordination of those interests to the responsibilities of such
subcommittee under Clause 20.1.2.

20.4 Chief Executive: The Executive Committee may from time to time
delegate all or any of its rights, powers, duties and
responsibilities under this Agreement to the Chief Executive upon
such terms and conditions as the Executive Committee thinks fit.

20.5 Effect of decisions: Resolutions of sub-committees shall not
have binding effect (a) unless and then only to the extent that the
Executive Committee shall have delegated the relevant decision-making
powers to the sub-committee, or (b) unless approved by resolution of
the Executive Committee (and then subject to Clause 13). Meetings of
such sub-committees shall, so far as possible, be arranged so that
minutes of such meetings can be circulated to each Committee Member
in sufficient time for consideration before the next following
regular meeting of the Executive Committee. Resolutions of sub-groups
shall not have binding effect. The Executive Committee shall remain
at all times responsible for the actions of all its sub-committees
and sub-groups.

20.6 Other delegation: Subject to any direction to the contrary by
Pool Members in general meeting but without prejudice to the
Executive Committee's rights under Clauses 20.1 and 20.4, the
Executive Committee may from time to time delegate in any particular
case all or any of its rights, powers, duties and responsibilities
under this Agreement, including any decision-making powers and the
conduct of any review or consultation and the preparation and
submission of any report required of it under this Agreement, to such
person or persons as it thinks fit and on such terms and conditions
as it thinks fit and shall require that, in the performance of the
delegated duties, such person or persons shall conform to any
regulations that may be imposed on it or them by the Executive
Committee.

21.  [Not used].

22.  VOTING

22.1 Voting: The chairman of the relevant meeting of the Executive
Committee and any Committee Member may demand that any question or
matter arising at a meeting of the Executive Committee be put to a
vote of Committee Members. Any vote so demanded shall be taken
forthwith or at such other time as such chairman directs not being
later than the date of the next meeting of the Executive Committee.
Any demand for a vote may, before the vote is taken, be withdrawn.

22.2 Simple majority: Subject as provided in the following provisions
of this Clause 22, any question or matter arising at a meeting of the
Executive Committee shall be decided by a simple majority of the
votes cast at the meeting by Committee Members. On any such question
or matter each Committee Member shall be entitled to one vote. In the
event of an equality of votes on any resolution put to the Executive
Committee, the matter the subject of the relevant resolution shall be
remitted to the Committee Members for decision on a poll.

22.3 Demand for a poll: In respect of any matter or question which is
put to a vote of Committee Members a poll may be demanded (before or
after the simple majority vote) either:

22.3.1 At the meeting at which the simple majority vote takes place,
by the chairman of the meeting or by any Committee Member; or

22.3.2 By no later than five working days after such meeting, by
notice in writing to the Chief Executive by any Committee Member
(whether or nor present at the relevant meeting).

22.4 Effect of decision: A decision duly made at a meeting of the
Executive Committee shall (unless otherwise determined by the
Executive Committee or otherwise provided by the terms of the
decision) have immediate effect, unless a poll be duly demanded in
accordance with Clause 22.3, in which case, pending the outcome of
the vote on a poll, the decision shall cease to or shall not have
effect.

22.5 Withdrawal of demand: Any demand for a poll may be withdrawn by
the person who made it at any time provided that notice of withdrawal
is received by the Chief Executive by no later than the seventh
working day following the date of the Executive Committee meeting at
which the vote took place. The Chief Executive shall as soon as
reasonably practicable notify all Parties and all other persons
entitled or required to attend general meetings of Pool Members of
receipt of any such notice of withdrawal.

22.6 Conduct of a poll: The Secretary shall without delay following
the demand for, or the remittance of a matter for decision on, a poll
despatch to each Committee Member a voting paper in such form as
shall be agreed by the chairman of the Executive Committee meeting at
which the matter in question was considered or (failing him) the
Chief Executive but which shall in any event set out the full text of
the resolution in respect of which the poll is required (which shall
be the same as the resolution which was put to a simple majority
vote), shall provide for each Committee Member to cast votes for or
against the resolution and shall specify the date by which votes must
be lodged by Committee Members. The Secretary shall at the same time
give notice to all Parties that a poll has been demanded and shall
specify in such notice the resolution on which the poll has been
called (if applicable), the identity of the person (or persons) who
has demanded the poll and the date by which votes must be lodged by
the Committee Members. The accidental omission to issue a voting
paper or to give notice of a poll, or the non-receipt of a voting
paper or such a notice by, any person entitled to receive the voting
paper or (as the case may be) the notice shall not invalidate the
conduct of the poll or the result thereof.

22.7 Votes on a poll: on a vote on a poll:

22.7.1 The Committee Members shall in aggregate be entitled to a
number of votes equal to the number of votes which the Pool Members
would have been entitled to cast on a poll at a general meeting if
such meeting had taken place on the day of the Executive Committee
meeting at which the matter in question was considered;

22.7.2 Each Committee Member shall have the votes attributable to his
Constituents and shall cast such votes in accordance with the
individual written instructions of each such Constituent, but so that
no Constituent shall be entitled to instruct that the votes
attributable to it be cast more than once;

22.7.3 In the absence of any written instructions from any
Constituent, a Committee Member shall not be entitled to cast any
votes on behalf of that Constituent;

22.7.4 A Constituent may instruct the relevant Committee Member to
abstain from casting any or a specified number of votes on its
behalf;

22.7.5 The votes cast by a Committee Member shall not be valid
unless:

     (a)  the relevant voting paper shall have been received by the
Secretary on or before the date falling 10 working days after the
date on which the voting papers were despatched to Committee Members
and the votes cast in such voting paper accord with the written
instructions referred to in paragraph (b) below;

     (b)  accompanied by a copy of the written instructions given by
or on behalf of the Constituent(s) whose votes the Committee Member
is entitled to cast;

     (c)  the Committee Member in other respects shall have complied
with the procedures for votes on a poll (if any) from time to time
established by the Executive Committee;

22.7.6 Any Constituent on whose instructions a Committee Member is
required to act in accordance with the foregoing provisions shall be
entitled to make arrangements with any other Constituent on whose
instructions that same Committee Member is required to act for the
requisite written instructions to be given on its behalf by that
other Constituent. Details of any such arrangement shall promptly be
given to the Secretary.

22.8 65 per cent. majority: A resolution on a poll shall be decided
by a majority of not less than 65 per cent. of the votes duly cast.
The Secretary shall as soon as reasonably practicable after the
expiry of the 10 working day period for return of voting papers
referred to in Clause 22.7.5(a) ascertain the results of the poll in
consultation with the Pool Chairman or (failing him) the Chief
Executive and the Chief Executive or (failing him) the Secretary
shall as soon as practicable thereafter notify all Parties and all
other persons entitled or required to attend general meetings of Pool
Members of the outcome of the poll. The result of the poll shall be
deemed to be the resolution of the meeting at which or after which
the poll was demanded.

22.9 Responsibilities of Committee Members. The Committee Members
shall consult the Pool Members whose votes they are entitled to cast
as soon as reasonably practicable following the demand for a poll and
shall be required to cast, or to refrain from casting, the votes of
such Pool Members in accordance with their individual instructions.
The provisions of Clause 23.1 shall not apply in respect of any vote
conducted on a poll.

22.10 Referral to general meetings: The provisions of this Clause 22
are subject to the requirements of referral to the Pool Members in
general meeting described in Clause 13.4.

22.11 Civil emergencies: The provisions of this Clause 22 are subject
to the provisions of Clause 61.9.

23.  COMMITTEE MEMBERS' RESPONSIBILITIES AND PROTECTIONS; POOL
     MEMBER REPRESENTATION

23.1 Executive Committee's responsibilities: In the exercise of its
powers and the performance of its duties and responsibilities under
this Agreement the Executive Committee shall at all times conduct
itself and its affairs in a manner which it considers best designed
to give effect to the principal objects and purpose set out in Clause
4.1.2 and to promote, and not obstruct, the fair and efficient
operation of the procedures referred to in Clause 4.1.3 so that the
objectives set out in Clause 4.1.3 are thereby achieved. To the
extent not inconsistent with the responsibilities of the Executive
Committee under this Clause 23.1 a Committee Member shall be free to
give effect to his responsibilities under Clause 23.2 but each of the
Pool Members whom such Committee Member represents acknowledges and
agrees the subordination of such Committee Member's responsibilities
under Clause 23.2 to the responsibilities of the Executive Committee
under this Clause 23.1.

23.2 Committee Members' responsibilities: In the exercise of his
powers and the performance of his duties and responsibilities as a
Committee Member under this Agreement a Committee Member shall
represent those Pool Members which he is required to represent from
time to time in accordance with the provisions of Clause 23.6.

23.3 Protections:

23.3.1 The Executive Committee, each Committee Member, the Pool
Chairman, the Chief Executive, the Contract Manager and the Secretary
shall be entitled to rely upon any communication or document
reasonably believed by it or hirr to be genuine and correct and to
have been communicated or signed by the person by whom it purports to
be communicated or signed and shall nor be liable to any of the
Parties for any of the consequences of such reliance.

23.3.2 The Executive Committee, each Committee Member, the Pool
Chairman, the Chief Executive, the Contract Manager and the Secretary
may in relation to any act, matter or thing contemplated by this
Agreement act on the opinion or advice of, or any information from,
any lawyer, banker, valuer, broker, accountant or any other
specialist or professional adviser given within the held of expertise
usually ascribed to persons of such description or the specialist
field of expertise for which he has been retained and duly instructed
so to act by the Executive Committee, and shall not be liable for the
consequences of so acting. The appointment of any such adviser to the
Executive Committee shall be approved by the Executive Committee
before any such cost is charged to the PEA Accounting Procedure.

23.3.3 In the event of any conflict or inconsistency, any directions
and instructions of the Director (which the Director is entitled
under his statutory or regulatory powers to issue or give) shall
prevail over the duties and responsibilities of the Executive
Committee or the Secretary under this Agreement and no liability
whatsoever shall attach to the Executive Committee or any Committee
Member or the Pool Chairman or the Chief Executive or the Contract
Manager or the Secretary (as the case may be) as a result of due
compliance by it or him with any such directions and instructions.

23.3.4 Each Committee Member shall be indemnified and kept
indemnified jointly and severally by all Pool Members and, as between
all Pool Members, rateably in the proportion which their respective
Contributory Shares bear one to the other at the time of receipt of
the request for indemnification from and against any and all costs
(including legal costs), charges, expenses, damages or other
liabilities properly incurred or suffered by him in relation to the
Executive Committee or his office as Committee Member or the due
exercise by him of his powers, duties and responsibilities as a
Committee Member and all claims, demands or proceedings arising out
of or in connection with the same except any such costs and expenses
referred to in Clause 23.4 which have been recovered in accordance
with the PEA Accounting Procedure and any such costs, charges,
expenses, damages or other liabilities which are suffered or incurred
or occasioned by the wilful default or bad faith of, or breach of
duty or trust by, such Committee Member.

23.3.5 The Pool Funds Administrator acknowledges and agrees that it
holds the benefit of Clause 23.3.4 as trustee and agent for each
Committee Member.

23.3.6 Each Pool Member shall, upon request by any Committee Member,
provide that Committee Member with a written deed of indemnity in the
terms set out in Clause 23.3.4.

23.4 Committee Members'costs and expenses: Each Committee Member and
each member of any sub-committee or sub-group of the Executive
Committee may be paid his reasonable travelling, hotel and incidental
expenses of attending and returning from meetings of the Executive
Committee or any such sub-committee or sub-group and shall be paid
all expenses properly and reasonably incurred by him in the conduct
of the business of the Executive Committee or the relevant
sub-committee or sub-group or in the discharge of his duties as a
Committee Member or (as the case may be) a member of the relevant
sub-committee or subgroup. All such expenses shall be recovered in
accordance with the PEA Accounting Procedure.

23.5 Committec's costs and expenses: The Executive Committee and each
of its sub-committees and sub-groups shall be entitled to recover all
its costs and expenses properly incurred in accordance with the PEA
Accounting Procedure. For this purpose, the costs and expenses of the
Executive Committee shall include properly incurred costs, expenses
and liabilities of or associated with any business accommodation and
services required by the Executive Committee, the Chief Executive,
the Secretary or the personnel referred to in Clause 17.2.1 and the
properly incurred costs and expenses of any consultant or adviser
retained by the Executive Committee or any such person in the proper
performance of its or his duties and responsibilities.

23.6 Pool Member representation: Each Pool Member will be represented
on the Executive Committee as follows:

23.6.1 Subject as provided in Clause 23.6.3, if the first preferred
MP Nominee or RS Nominee of a Pool Member is elected to the Executive
Committee pursuant to Clause 15.5 or 15.6, that MP Nominee or RS
Nominee in its capacity as a Committee Member will represent the
interests of that Pool Member;

23.6.2 If the first preferred MP Nominee or RS Nominee of a Pool
Member is not elected to the Executive Committee pursuant to Clause
15.5 or 15.6, or if a Pool Member did not vote in any such election,
then that Pool Member shall within five working days after the
relevant meeting of Pool Members at which the Committee Members are
elected notify the Secretary of the identity of the Committee Member
whom it wishes to represent its interests on the Executive Committee
and, subject to Clause 23.6.3, such Committee Member will represent
those interests;

23.6.3 Subject to the prior written agreement of the Committee Member
concerned (such agreement not to be unreasonably withheld or delayed)
and to the relevant Pool Member having first consulted the Pool
Chairman, a Peal Member may by written notice to the Secretary elect,
on no more than two occasions during the Committee Members' term of
office, to have its interests on the Executive Committee represented
by a Committee Member other than the Committee Member referred to in
Clause 23.6.1 or 23.6.2 (as the case may be);

23.6.4 A person becoming a Pool Member during the Committee Members'
term of office shall be represented by the Committee Member of their
choice, such choice to be notified in writing to the Director and the
Secretary within five working days of that person becoming a Pool
Member. That person shall continue to be represented by his chosen
Committee Member (or his successor) until the expiry of that
Committee Member's term of office (or, if earlier, its ceasing to be
a Pool Member) and will not during that period be entitled to the
benefit of Clause 23.6.3; and

23.6.5 A Pool Member will be a Constituent of the Committee Member
representing its interests on the Executive Committee for the time
being and from time to time.

23.7 Notification: The Secretary shall notify all Pool Members and
the Director promptly after the meeting of Pool Members at which
Committee Members are elected of the Pool Members and their
respective Committee Member representatives and of any subsequent
nomination or change of representation during the term of office of
the Committee M embers.

24.  POWERS OF THE EXECUTIVE COMMITTEE

24.1 General power: Subject as otherwise provided in this Agreement,
the Executive Committee shall, as between itself and the Pool Members
in general meeting, exercise overall supervision of the Settlement
System and its operations.

24.2 Specific powers: Subject as otherwise provided in this
Agreement, the powers, duties and responsibilities of the Executive
Committee shall, as between itself and the Pool Members in general
meeting, include:

24.2.1 The specific powers, duties and responsibilities set out in
the Pool Rules;

24 2.2 Monitoring on a regular basis the Settlement System
Administrator Hits operation of the Settlement System (including
deciding whether to propose to the Pool Members in general meeting
for their approval the removal of the Settlement System
Administrator);

24.2.3 The power to appoint and remove the Pool Funds Administrator
and to carry out the other functions ascribed to it in Schedules 11
and 15 and to enter into on behalf of Pool Members any agreement or
arrangement with the Pool Funds Administrator (or successor Pool
Funds Administrator) in substitution for that set out in Schedule 15;

24.2.4 Monitoring on a regular basis each of the Grid Operator and
the Ancillary Services Provider in the performance of its obligations
under this Agreement;

24.2.5 Considering applications by New Parties to be admitted as
parties to this Agreement under Clause 3 and of Parties to be
admitted as Pool Members under Clause 8;

24.2.6 Considering, amending, substituting, approving and
disapproving all Agreed Procedures, Codes of Practice (including
commissioning reviews thereof by the Pool Auditor in accordance with
Clause 47.1.5 or by other technical experts) and Service Lines;

24.2.7 The specific powers, duties and responsibilities set out in
Schedule 4;

24.2.8 The specific powers, duties and responsibilities set out in
Schedule 15;

24.2.9 Appointing and removing the Pool Auditor, and instructing the
Pool Auditor to conduct audits, reviews, tests and checks and the
monitoring and review thereof, all in accordance with Part IX;

24.2.10 Opening, maintaining and closing bank accounts for its own
purposes and crediting and debiting sums thereto;

24.2.11 Controlling the development of the Pool Rules and considering
and approving or disapproving amendments to the Pool Rules in
accordance with Clause 7.4.2;

24.2.12 Commissioning independent reviews of the Scheme and its
operation in accordance with Part XI11;

24.2.13 Conducting reviews, preparing Works Programmes and
implementing Transitional Arrangements, all in accordance with Clause
5;

24.2.14 Preparing the reports referred to in Clause 9.1.2 and the
business plan referred to in Clause 9.1.1 and preparing and
despatching regular quarterly reports to the Parties (with a copy to
the Director) in relation to all matters which are the subject of
this Agreement and in such reports reviewing performance over the
immediately preceding Quarter against the business plan referred to
in Clause 9.1.1;

24.2.15 Considering any representation from any Pool Member in
relation to any regular quarterly report prepared pursuant to Clause
24.2.14 above or otherwise relating to any matter which is the
subject of this Agreement;

24.2.16 Overseeing the standards of Metering Equipment and the Codes
of Practice, agreeing in accordance with paragraph 14 of Schedule 21
dispensations therefrom and reviewing the need for new standards for
Metering Equipment and, where it considers such new standards are
required, adopting such standards in accordance with the requirements
for adoption of Codes of Practice (as contained in the definition of
Code of Practice) and in accordance with the provisions of Schedule
21;

24.2.17 Dealing promptly and efficiently with any dispute referred to
it concerning Settlement or its operation (including with respect to
data);

24.2.18 Convening in accordance with Clause 9.4 general meetings of
Pool Members or classes of Pool Members;

24.2.19 Appointing, remunerating and removing the Chief Executive in
accordance with Clause 17.1 and, where permitted by the terms of this
Agreement, giving directions and instructions to the Chief Executive,
the Contract Manager, the Settlement System Administrator, the Pool
Funds Administrator, the Grid Operator, the Ancillary Services
Provider, Externally Interconnected Parties (not being Pool Members)
and other persons to carry into effect the decisions of the Executive
Committee cr Pool Members in genera' meeting or separate general
meeting;

24.2.20 If requested by the Director, conveying any direction or
request of the Director to the Settlement System Administrator, the
Pool Funds Administrator, the Grid Operator, the Ancillary Services
Provider or any other Party or the Pool Auditor;

24.2.21 Appointing, remunerating and removing in accordance with the
Grid Code one or more persons to represent the Executive Committee on
the Grid Code Review Panel;

24.2.22 Appointing, remunerating and removing lawyers, bankers,
valuers, brokers, accountants and other professional and specialist
advisers to assist the Executive Committee or any of its
sub-committees in the performance of its duties and responsibilities
under this Agreement;

24.2.23 Subject to any applicable confidentiality provisions,
monitoring any litigation, arbitration or other proceedings affecting
or which may affect the Settlement System;

24.2.24 Subject to any applicable confidentiality provisions,
advising Pool Members, Externally Interconnected Parties (not being
Pool Members), the Settlement System Administrator, the Pool Funds
Administrator, the Grid Operator and the Ancillary Services Provider
of decisions of the Executive Committee applicable to them or the
relevant one(s) of them and liaising with all such persons on an
ongoing and regular basis;

24.2.25 Advising each of the Pool Auditor and the Director of
decisions of the Executive Committee and of Pool Members in general
meeting or separate general meeting and liaising with each of the
Pool Auditor and the Director on an ongoing and regular basis;

24.2.26 Investigating any complaints made by any Pool Member
concerning the Settlement System, the Funds Transfer System (or any
part or aspect of any thereof), the Settlement System Administrator,
the Pool Funds Administrator, the Grid Operator, the Ancillary
Services Provider, the Pool Auditor, the Pool Banker or the
Custodian;

24.2.27 Approving the Pool Banker and giving instructions for, or
consenting to, the removal of the same;

24.2.28 Reviewing and approving or disapproving the Procedures Manual
in accordance with Clause 64;

24.2.29 Considering and dealing with any other matter relating to the
Settlement System, the Funds Transfer System (or any part or aspect
of any thereof) or its or their operation referred to the Executive
Committee by the Pool Members in general meeting or separate general
meeting, any Pool Member, the Pool Chairman, the Pool Auditor or the
Director and any other matter which is otherwise designated under
this Agreement for reference to it; and

24.2.30 Determining the amount of the Second Tier Suppliers' System
Charge.

24.3 Exclusion of general meeting powers: Pool Members in general
meeting shall have no powers in relation to the matters expressly
reserved under this Agreement to the Executive Committee except to
the extent that such matters are remitted to the Pool Members in
general meeting under Clause 13.4.".

2. Schedule 13

By the deletion of Schedule 13 and the substitution therefor of the
following:

                            "SCHEDULE 13
                                  
                         Contributory Shares

1.   Contributory Share: The Contributory Share of a Pool Member
shall be calculated in accordance with the following provisions of
this Schedule.

2.   Points: Subject as provided in Section 3, in respect of each
Quarter:

2.1  each Pool Member which is a Generator shall receive in that
capacity one point (a "Point") for each MWh of Genset Metered
Generation of all Allocated Generating Units for all Settlement
Periods falling in the Votes Calculation Period relative to such
Quarter, as determined from the final run of Settlement for each such
Settlement Period; and

2.2  each Pool Member which is a Supplier shall receive in that
capacity such number of points (each a UPoint") as is equal to the
total MWh of Consumer Metered Demand taken by that Pool Member in all
Settlement Periods falling in the Votes Calculation Period relative
to such Quarter, as determined from the final run of Settlement for
each such Settlement Period.

For the purposes of this paragraph 2:

     (A)  a Generating Unit shall be an Allocated Generatir,g Unit of
a Pool Member (in this paragraph, the "Identified Pool Member") if it
belongs to the Identified Pool Member as of the date on which the
Executive Committee calculates the Contributory Shares of Pool
Members for the relevant Quarter pursuant to paragraph 6.  If at any
time during such Quarter an Allocated Generating Unit shall belong to
another Pool Member (in this paragraph, the Transferee Pool Member"),
the Contributory Shares attributed to the Identified Pool Member for
such Quarter by reason of the Allocated Generating Unit belonging to
it shall be transferred to the Transferee Pool Member as of the date
on which such Allocated Generating Unit first belongs to the
Transferee Pool Member (and the Identified Pool Member and the
Transferee Pool Member shall jointly notify the Executive Committee
in writing of such date in good time before its occurrence);

     (B)  a Generating Unit shall belong to a Pool Member if it is
owned by that Pool Member and not leased to another person or if it
is leased by that Pool Member from another person;

     (C)  a Pool Member shall notify the Executive Committee promptly
on request of its Allocated Generating Units and the Executive
Committee and each other Party may rely on the information in that
notification and in any notification under paragraph (A) above
without further enquiry or need to verify that information;

     (D)  in determining the meaning of Good time" for the purposes
of paragraph (A) above one factor to be taken into account is that
the Settlement System Administrator must be allowed sufficient time
to effect the necessary changes in Settlement associated with the
transfer of the relevant Allocated Generating Unit; and

     (E)  the Executive Committee may, upon application of any Pool
Member involved in any transfer of assets between Pool Members during
any Quarter, adjust as between the Pool Members involved in such
transfer, the number of Points and/or Weighted Votes to which they in
their capacities as Suppliers are entitled in respect of the
remaining part of that Quarter and/or one or both of the two
immediately succeeding Quarters if, in the opinion of the Executive
Committee, such adjustment would help accommodate the consequences of
such a transfer and not prejudice the interests of any other Pool
Member in any material respect.

3.   New Pool Members: Until the third Quarter Day next falling after
the date of its admission as a Pool Member, any Party which is
admitted as a Pool Member pursuant to Clause 8.2 shall receive that
number of Points as is equal to one thousand times the number of
Weighted Votes to which such Pool Member would have been entitled
under Clause 11.3.1(b) had:

3.1 the provisions of Clause 11.3.3 been ignored; and

3.2  any applicable restrictions under Clause 11.4 been ignored, as
determined by the Executive Committee. Thereafter, such Pool Member's
Points shall be calculated in accordance with paragraph 2.

4.   Cakulation of Points: On or prior to each Quarter Day and at
such other times as are referred to in paragraph 6 the Executive
Committee shall, on the basis of information to be supplied by the
Settlement System Administrator as referred to in Clause 11.3.2,
calculate for the Following Quarter or (as the case may be) the
remainder of the then current Quarter the number of Points which each
Pool Member whose Points are to be calculated in accordance with
paragraph 2 shall receive, and shall notify each Pool Member and the
Director in writing of the number of Points received by all Pool
Members (whether calculated in accordance with paragraph 2 or 3). The
determination of the Executive Committee as to the number of Points
of each Pool Member shall (in the absence of manifest error) be final
and binding for all purposes of this Agreement.

5.   Contributory Shares: The Contributory Share of a Pool Member
shall be calculated in accordance with the following formula:

CS = X + Y

Where:

X=         A
     2 x B

Y=         C
     2 x D

and where:

               CS   =    the Contributory Share of such Pool Member,
               expressed as a percentage
               A    =    the number of Points for the time being of
               such Pool Member in its capacity as a Generator
               B    =    the number of Points for the time being of
               all Pool Members which are Generators, in their
               capacity as such
               C    =    the number of Points for the time being of
               such Pool Member in its capacity as a Supplier
               D    =    the number of Points for the time being of
               all Pool Members which are Suppliers, in their
               capacity as such.


6.   Calculation of Contributory Shares: On or prior to:-

6.1  each Quarter Day;

6.2  each date upon which a New Party is admitted, resigns or is
removed as a Pool Member; and

6.3  each date upon which there is a change in the capacity in which
a Pool Member participates as a Pool Member,

the Executive Committee shall calculate for the Following Quarter or
(as the case may be) the remainder of the then current Quarter the
Contributory Share for the time being of each Pool Member, and shall
notify each Pool Member and the Director in writing of the
Contributory Share of each of the Pool Members. The determination of
the Executive Committee as to the Contributory Share of each Pool
Member shall (in the absence of manifest error) be final and binding
for all purposes of this Agreement.

7.   Records: The provisions of Clause 11.9 shall apply mutatis
mutandis in respect of each Pool Member's Points and Contributory
Share.

8.   Additional Capacity: For the purposes of Section 3, any Pool
Member who acquires an additional capacity in which it participates
as a Pool Member shall be deemed to have been admitted as a new Pool
Member pursuant to Clause 8.2 in that additional capacity and, until
the third Quarter Day next falling after the date such Pool Member's
application to the Executive Committee pursuant to Clause 8.12 is
approved, it shall receive that number of Points as is equal to one
thousand times the number of Weighted Votes to which such Pool Member
would have been entitled under Clause 11.3.1(b) had:

8.1 the provisions of Clause 11.3.3 been ignored; and

8.2 any applicable restrictions under Clause 11.4 been ignored,

as determined by the Executive Committee. Thereafter, such Pool
Member's Points shall be calculated in accordance with paragraph 2.".

3. Schedule 14

By the deletion of Schedule 14.

<PAGE>
 
                               SIGNATORIES

THE GENERATORS

AnglianPower Generators Limited

Address:      Kings Lynn Power Station, Willows Business Park, 
              Saddlebow, Kings
              Lynn, Norfolk PE34 3RD
Facsimile no: 01553 667166
Attention:    R. Rigg

By:

Barking Power Limited

Address:          Barking Power Station, Chequers Lane, Dagenham, 
                  Essex RM9
6PF Facsimile no: 0181 984 5174
Attention:        Dr S.J. Mancey

By:

British Nuclear Fuels plc

Address:       F13, Sellafield, Seascale, Cumbria CA20 1PG
Facsimile no:  019467 27132
Attention:     P.L. O'Neill, Business Manager, Electricity Generation

By:

CeltPower Limited

Address:       Plas Yn Dre Broad Street, Newtown, Powys SY16 2NA
Facsimile no:  01686 629887
Attention:     B. Holst

By:

Citigen (London) Limited

Address:       47-53 Charterhouse Street, London EC1M 6HA
Facsimile no:  0171 253 9319
Attention:     Mr. G. Caswell

By:

Corby Power Limited

Address:       Mitchell Road, Phoenix Parkway, Corby, 
               Northamptonshire NN17 5QT
Facsimile no:  01536 402619
Attention:     General Manager

By:

Derwent Cogeneration Limited

Address:       P.O. Box 5, Spondon, Derby DE21 7BP
Facsimile no:  01332 669829
Attention:     J. Unwin

By:

Eastern Merchant Generation Limited

Address:       Wherstead Park, Wherstead, Ipswich, Suffolk IP9 2AQ
Facsimile no:  01473 552966
Attention:     Coral Woodard

By:

Electricite de France, Service National

Address:       EDF Production Transport, Department Relations avec
               l'Etranger,
               Echanges d'Energie, 2 Rue Louis Murat, 5eme etage,75384
               Paris Cedex 08
Facsimile no:  (00 331) 40 42 63 41
Attention:     P. Gaillet

(copy to: Associated Electricity Supplies Limited

Address:       53 St George's Road, Wimbledon, London SW19 4EA
Facsimile no:  0181 944 0750
Attention:     P. Clubb)

By:

Elm Energy & Recycling (UK) Limited

Address:      Elm Energy House, Ettingshall Road, Wolverhampton, West
              Midlands WV2 2LA
Facsimile no: 01902 408517
Attention:    M.D. Wyckoff

By

Fellside Heat and Power Limited

Address:       Fellside Lodge, Seascale, Cumbria CA20 1PG
Facsimile no:  01946 721130
Attention:     J.A. Bartlett

By:

Fibrogen Limited

Address:       Astley House, 33 Notting Hill Gate, London W11 3JQ
Facsimile no:  0171 221 8671
Attention:     A. Macdonald

By:

Fibropower Limited

Address:       Astley House, 33 Notting Hill Gate, London W 11 3JQ
Facsimile no:  01712218671
Attention:     A. Macdonald

By:

First Hydro Company

Address:       Bala House, Lakeside Business Village, St. Davids Park,
               Deeside, Clwyd CH5 3XJ
Facsimile no:  01244 520697
Attention:     B. Stalker

By:

Humber Power Limited

Address:       South Humber Bank Power Station, South Marsh Road,
               Stallingborough N.E. Lincs. DN37 8BZ
Facsimile no:  01469 57S484
Attention:     A. Murray

By:

Independent Energy UK Limited

Address:       St John's Court, 70 St John's Close, Knowle, Solihull, 
               West Midlands B93 ONN
Facsimile no:  01564 770010
Attention:     J. Sulley

By:

Indian Queens Power Limited

Address:       1 Northumberland Avenue, Trafalgar Square, 
               London WC2N 5BW
Facsimile no:  0171872 5539
Attention:     G. Long

Keadby Generation Limited

Address:      P.O. Box 89, Keadby, Scunthorpe, 
              North Lincolnshire DN17 3AZ
Facsimile no: 01724 784270
Attention:    Dr. C.K. Stanley

By:

Lakeland Power Limited

Address:       Roosecote Power Station, Roosecote Marsh,
               Barrow-in-Furness, Cumbria LA13 0PQ
Facsimile no:  01229 870919
Attention:     Jackie Mahon

By:

Magnox Electric plc

Address:       Berkeley Centre, Berkeley, Gloucestershire GL13 9PB
Facsimile no:  01453 810451
Attention:     Company Secretary

By:

Medway Power Limited

Address:       Medway Power Station, Isle of Grain, Rochester, 
               Kent ME3 OAG
Facsimile no:  01634 271666
Attention:     P. Stinson

By:

Midlands Power (UK) Limited

Address:       Headquarters, Mucklow Hill, Halesowen, West Midlands
Facsimile no:  0121423 0261
Attention:     Company Secretary

By:

National Power plc

Address:       Windmill Hill Business Park, Whitehill Way, Swindon,
               Wiltshire SN5 6PB
Facsimile no:  01793 893051
Attention:     G. Brown

By:

Nuclear Electric Limited

Address:       Barnett Way, Barnwood, Gloucester GL4 3RS
Facsimile no:  01452 653375
Attention:     Company Secretary

By:

Peterborough Power Limited

Address:       Storeys Bar Road, Peterborough PE1 5NT
Facsimile no:  01733 894622
Attention:     W. Burrough

By:

PowerGen pie

Address:       Westwood Way, Westwood Business Park, Coventry CV4 8LG
Facsimile no:  01203 425479
Attention:     S. Skillings

By:

Regional Power Generators Limited

Address:       Glanford Brigg Generating Station, Scawby Brook, Brigg,
               South Humberside DN70 SILT
Facsimile no:  01482 495916
Attention:     P. Knight

By:

Scottish Hydro-Electric plc

Address:       Inveralmond House, 200 Dunkeld Road, Perth PHI 3AQ
Facsimile no:  01738 456190
Attention:     R. Hackland

By:

Scottish Power pie

Address:       Strathkelvin House, Kirkintilloch, Glasgow G66 1RN
Facsimile no:  0141636 4706
Attention:     B.J.H. Paget

By:

Slough Energy Supplies Limited

Address:       342 Edinburgh Avenue, Slough SL1 4TU
Facsimile no:  01753 790038
Attention:     P.N. Jackson

By:

Teesside Power Limited

Address:       Four Millbank, London SW1P SET
Facsimile no:  0171 316 5322
Attention:     D. Lewis

By:

Winterton Power Limited

Address:       800 Parl< Avenue, Aztec West, Bristol BSl2 4S
Facsimile no:  01454 616675
Attention:     T. Masood

By:


THE SUPPLIERS

British Gas Trading Ltd

Address:       17 London Road, Staines, Middlesex TW18 4AE
Facsimile no:  01784 413242
Attention:     T. Brookshaw

By:

British Nuclear Fuels plc

Address:       F13, Sellafield, Seascale, Cumbria CA20 1PG
Facsimile no:  019467 27132
Attention:     P.L. O'Neill, Business Manager, Electricity Generation

By:

Candecca Resources Limited

Address:        Welton Gathering Centre, Barfield Lane, 
                off Wragby Road, Sudbrooke, Lincoln LN2 2QU
Facsimile no:   01522 754255
Attention:      D. Wood

By:

Citigen (London) Limited

Address:       47-53 Charterhouse Street, London EC1M 6HA
Facsimile no:  0171253 9319
Attention:     G. Caswell

By:

Crosfield Limited

Address:       Bank Quay, PO Box 26, Warrington, Cheshire WA5 1AB
Facsimile no:  01925 59828
Attention:     K. Sowley

By:

Eastern Electricity plc

Address:            Wherstead Park, PO Box 40, Wherstead, Ipswich, 
                    Suffolk IP9 2AQ 
Facsimile no:       01473 554393
Attention:          J. Whelan

By:

East Midlands Electricity plc

Address:         398 Coppice Road, PO Box 4, North PDO Arnold, 
                 Nottingham NG5 7HX 
Facsimile no:    01159 358190
Attention:       A. Musto

By:

Electricite de France, Service National

Address:       EDF Production Transport, Department Relations avec
               l'Etranger, Echanges d'Energie, 2 Rue Louis Murat,
               5eme etage, 75384, Paris, Cedex 08
Facsimile no:  (010 331) 40 42 6341
Attention:     P. Gaillet

(copy to: Associated Electricity Supplies Limited

Address:       53 St. George's Road, Wimbledon, London SW19 4EA
Facsimile no:  0181 944 0750
Attention:     P. Clubb)

By:

Energy Supply Contracts Limited

Address:       The Havens, Ransomes Europak, Ipswich, Suffolk IP3 9SJ
Facsimile no:  01473 273871
Attention:     E.C. Cumberland

By:

Enron Capital and Trade Resources

Address:       Fou- Millbank, London SW1P 3ET
Facsimile no:  0171 873 0140
Attention:     D. Gosling

By:

Impkemix Energy Limited

Address:       PO Box 90, Wilton Centre, Middlesborough, 
               Cleveland TS90 8JE
Facsimile no:  01642 437838
Attention:     K.J. Green

By:

Independent Energy UK Limited

Address:         St. John's Court, St. John's Close, Knowle, 
                 West Midlands B93 ONN 
Facsimile no:    01564 770010
Attention:       J. Sulley

By:

London Electricity pie

Address:       Templar House, 81-87 High Holborn, London WC1V 6NU
Facsimile no:  0171430 2903
Attention:     M. Holmes

By:

Magnox Electric pie

Address:       Berkeley Centre, Berkeley, Gloucestershire GL13 9PB
Facsimile no:  01453 810451
Attention:     Company Secretary

By:

Manweb plc

Address:       Manweb House, Kingsfield Court, Chester Business Park,
               Chester CH4 9QH
Facsimile no:  0141568 3393
Attention:     P. Brown, Energy Supply, Cathcart Business Park, Spean
               Street, Glasgow G44 4BE

By:

Midlands Electricity plc

Address:       Mucklow Hill, Halesowen, West Midlands B62 8BP
Facsimile no:  0121423 2777
Attention:     R. Murray

By:

National Power plc

Address:      Windmill Hill Business Park, Whitehill Way, Swindon,
              Wiltshire SN5 6PB 
Facsimile no: 01793 893051
Attention:    G. Brown

By:

Norsk Hydro (UK) Limited

Address:       Bridge House, 69 London Road, Twickenham, 
               Middlesex TW1 3RH
Facsimile no:  0181892 1686
Attention:     J. Hamilton

By:

Northern Electric pie

Address:       Carliol House, Market Street, Newcastle upon Tyne 
               NE1 ONE
Facsimile no:  0191235 2295
Attention:     M. Chandler

By:

NORWEB pie

Address:       Talbot Road, Manchester M16 OHQ
Facsimile no:  0161875 7089
Attention:     K. Lee

By:

Nuclear Electric Limited

Address:       Barnett Way, Ba nwood, Gloucester GL4 3RS
Facsimile no:  01452 653375
Attention:     Company Secretary

By:

PowerGen plc

Address:       Westwood Way, Westwood Business Park, Coventry CV4 8LG
Facsimile no:  01203 425479
Attention:     S. Skillings

By:

Scottish Hydro-Electric plc

Address:       Inveralmond House, 200 Dunkeld Road, Perth PHI 3AQ
Facsimile no:  01738 456190
Attention:     R. Hackland

By:

Scottish Power plc

Address:       Strathkelvin House, Kirkintilloch, Glasgow G66 1RN
Facsimile no:  0141636 4706
Attention:     B.J.H. Paget

By:

SEEBOARD plc

Address:      PO Box 639, 329 Portland Road, Hove, East Sussex BN3 3SY
Facsimile no: 01273 428404
Attention:    R.A. Page

By:

Shell Power Limited

Address:       Rowlands Way, Withenshawe, Manchester M22 5SB
Facsimile no:  0161499 8387
Attention:     John Tucker

By:

Slough Energy Supplies Limited

Address:       342 Edinburgh Avenu., Slough SL1 4TU
Facsimile no:  01753 790038
Attention:     P.N. Jackson

By:

Southern Electric pie

Address:       Westacott Way, Littlewick Green, Maidenhead, 
               Berkshire SL6 3QB
Facsimile no:  01628 584410
Attention:     J. Sykes

By:

South Wales Electricity plc

Address:       Newport Road, St. Mellons, Cardiff CF3 9XW
Facsimile no:  01222 790971
Attention:     M. Mackey

By:

South Western Electricity plc

Address:       800 Park Avenue, Aztec West, Almondsbury, 
               Bristol BS12 4SE
Facsimile no:  01454 616675
Attention:     D.G. Harris

By:

The Renewable Energy Company Limited

Address:       Stroud House, Russell Street, Stroud, Glos GL5 BAN
Facsimile no:  01453 756222
Attention:     M. Alder

By:

UK Electric Power Limited

Address:       Overdale, Synchant Pass Road, Conwy, Gwynedd LL32 ORE
Facsimile no:  01492 592077
Attention:     N.Bryson

By:

UML Limited

Address:       PO Box 115, Port Sunlight, Corral, Merseyside L62 4ZL
Facsimile no:  0151 643 6299
Attention:     R. Ashton

By:

Yorkshire Electricity Group pie

Address:       Wetherby Road, Scarcroft, Leeds LS14 3HS
Facsimile no:  01132 895926
Attention:     Company Secretary

By:

THE OTHER PARTIES

Accord Energy Ltd

Address:       Heron House, 322 High Holborn, London WC1V 7PW
Facsimile no:  0171269 4010
Attention:     B. King

By:

AES Barry Limited

Address:       Sully Moors Road, Sully, S. Glamorgan CF64 5YU
Facsimile no:  01446 722587
Attention:     P. Norgeot

By:

Alcan Aluminium UK Limited

Address:       Lynemouth Power Station, Ashington, Northumberland 
               NE63 9YH
Facsimile no:  01670 393970
Attention:     D. Alderton

By:

British Gas plc

Address:       17 London Road, Staines, Middlesex TW18 4AE
Facsimile no:  01784 645453
Attention:     D. Meachem

By:

Cabah Energy Limited

Address:       c/o ABB ForStar Developments Limited, Tilford House,
               Farnham Business Park, Weydon Lane, Farnham, 
               Surrey GU9 8QT
Facsimile no:  01252 732110
Attention:     Paul Abbott

By:

Eastern Generation Services Limited

Address:       Wherstead Park, Wherstead, Ipswich, Suffolk IP9 2AQ
Facsimile no:  01473 601036
Attention:     Ms. C. Woodard

By:

Enfield Energy Centre Limited

Address:       Concorde House, Concorde Way, Stockton on Tees, 
               Cleveland TS18 3RB 
Facsimile no:  01642 678123
Attention:     K. Clarke

By:

Fibrowan Thefford Limited

Address:       Astley House, 33 Notting Hill Gate, London W11 3JQ
Facsimile no:  01712218671
Attention:     Rupert Fraser

By:

Hydro Electric Energy Limited

Address:       c/o Scottish Hydro Electric PLC, Inveralmond House, 
               200 Dunkeld Road, Perth PHI 3AQ
Facsimile no:  01738 455281
Attention:     Company Secretary

By:

Keadby Power Limited

Address:       P.O. Box 89, Keadby, Scunthorpe, North Lincolnshire 
               DN17 3AZ
Facsimile no:  01724 784270
Attention:     Dr. C.K. Stanley

By:

Kingsnorth Power Limited

Address:       c/o Budd Martin & Co, Industria House, Red Houses, St.
               Brelade, Jersey JE3 OLD
Facsimile no:  01534 44777
Attention:     R. Martin

By:

Meter Operators Limited

Address:       Ryden Lane, Charton, Nr. Pershore, Worscester WR10 3LQ
Facsimile no:  01386 861113
Attention:     R. Edmed

By:

Pentex (East Midlands) Limited

Address:       Union Buildings, 15 Union Street, Aberdeen AB1 2BU
Facsimile no:  01244 211444
Attention:     H. Jamieson

By:

Rocksavage Power Company Limited

Address:       20 St. James's Street, London SW1A lES
Facsimile no:  0171839 0905
Attention:     G. Grant

By:

Seabank Power Limited

Address:       Severn Road, Hallen, Bristol BS10 7SP
Facsimile no:  0117 982 0351
Attention:     J.P. Baldry, General Manager

By:

Spalding Energy Company Limited

Address:       20 St. James's Street, London SW1A lES
Facsimile no:  0171 839 d905
Attention:     G. Grant


THE METER OPERATOR PARTIES WHO ARE NOT PARTIES

Control Devices and Systems Limited

Address:      PO. Box 56, 101 Mill Lane, Newbury, Berkshire RG14 SRE
Telex no:     849811
Facsimile no: 01635 528224
Attention:    J.W. Dowse

By:

DrakMarn O&M Ltd

Address:       Westwood Way, Westwood Business Park, Coventry CV4 8LG
Facsimile no:  01203 425431
Contact:       Company Secretary

By:

E. Squared Limited

Address:       52-54 Southwark Street, London SE1 1UN
Facsimile no:  0171 378 0012
Attention:     Graham Nicholls

By:

Northern Energy Services Limited

Address:       208 Askern Road, Bentley, Doncaster DN5 OEU
Facsimile no:  01302 820790
Attention:     W. Tuczemzkyi

By:

PowerMet Limited

Address:       13 Wimpole Street, London W1M 7AB
Facsimile no:  0171493 7151
Attention:     M. Rugman

By:

Schlumberger Industries Limited

Address:       Langer Road, Felixstowe, Suffolk IP11 8ER
Facsimile no:  01394 276030
Attention:     A.P. Mahoney, Managing Director

By:

Stanor National Contracts

Address:       66/68 Kingsland Road, London E2 8DP
Facsimile no:  0171739 6135
Attention:     A. Yardley

By:

The Challenge Group

Address:       22 Tally Road, Oxted, Surrey RHO OTG
Facsimile no:  01883 730543
Attention:     J. Glover

By:

EXTERNAL POOL MEMBERS

British Nuclear Fuels plc

Address:       F13, Sellafield, Seascale, Cumbria CA20 1PG
Facsimile no:  019467 27132
Attention:     P.L. O'Neil, Business Manager, Electricity Generation

By:

Electricite de France, Service National

Address:       EDF Production Transport, Departement Relations avec
               l'Etranger, Echanges d'Energie, 2 Rue Louis Murat, 
               5eme etage, 75384 Paris, Cedex 08
Telex no:      280098 FRANCE
Facsimile no:  (00 331) 40 42 63 41
Attention:     P. Gaillet

(copy to: Associated Electricity Supplies Limited

Address:       53 St. George's Road, Wimbledon, London SW 19 4EA
Facsimile no:  0181 944 0750
Attention:     P. Clubb)

By:

Scottish Hydro-Electric plc

Address:       Inveralmond House, 200 Dunkeld Road, Perth PHI 3AQ
Facsimile no:  01738 456190
Attention:     R. Hackland

By:

Scottish Power plc

Address:       Strathkelvin House, Kirkintilloch, Glasgow G66 1RN
Facsimile no:  0141636 4706
Attention:     B.J.H. Paget

By:

SETTLEMENT SYSTEM ADMINISTRATOR

Energy Settlements and Information Services Limited

Address:       Fairham House, Green Lane, Clifton, Nottingham NG11 9LN
Facsimile no:  0115 945 6728
Attention:     G. K. James, General Manager

By:


POOL FUNDS ADMINISTRATOR

Energy Pool Funds Administration Limited

Address:       3rd Floor, 185 Park Street, London SE1 9DY
Fascimile no:  01203 423558
Attention:     A Marks, Director (National Grid House, 2nd Floor,
               Kirby Corner Road, Coventry CV4 8JY)

By:



GRID OPERATOR

EXECUTED AS A DEED by              )
The National Grid                  )
Company plc by the                 )
affixing of its                    )
common seal in the                 )
presence of:-                      )


MEMBER OF BOARD SEALING COMMITTEE
Authorised Signatory

Address:      National Grid House, Kirby Corner Road, Coventry CV4 8JY
Telex no:     -
Facsimile no: 01203 423577
Attention:    Company Secretary (copy to: J. Irgin, c/o A. G.
              Ferens, The National Grid Company plc., St. Catherine's
              Lodge, Bearwood Road, Sindlesham, Nr. Wokingham, 
              Berkshire RG11 5BN)
<PAGE>

ANCILLARY SERVICES PROVIDER

EXECUTED AS A DEED by              )
The National Grid                  )
Company plc by the                 )
affixing of its                    )
common seal in the                 )
presence of:-                      )

MEMBER OF BOARD SEALING COMMITTEE
Authorised Signatory

Address:      National Grid House, Kirby Corner Road, Coventry CV4 8JY
Telex no.:    25815
Facsimile no: 01203 423577
Attention:    Company Secretary (copy to: Mr. Carlton)

<PAGE>

EXTERNALLY INTERCONNECTED PARTIES

Scottish Power plc.

Address:       Strathkelvin House, Kirkintilloch, Glasgow G66 1RN
Telex no: -
Facsimile no:  0141 636 4706
Attention:     B.J.H. Paget

By:

Electricite de France, Service National

Address:       EDF Production Transport, Departement Relations avec
               l'Etranger, Echanges d'Energie, 2 Rue Louis Murat, 
               5eme etage, 75384 Paris, Cedex 08
Telex no:      280098 FRANCE
Facsimile no:  (00 331) 40 42 63 41
Attention:     P. Gaillet

(copy to: Associated Electricity Supplies Limited

Address:       53 St. George's Road, Wimbledon, London SW 19 4EA
Telex no.:     -
Facsimile no:  0181 944 0750
Attention:     P. Clubb)

By:

<PAGE>

                       DATED 20 May, 1997

                         THE GENERATORS
                          named herein

                             - and -

                          THE SUPPLIERS
                          named herein

                             - and -

       ENERGY SETTLEMENTS AND INFORMATION SERVICES LIMITED
               as Settlement System Administrator

                             - and -

                        ENERGY POOL FUNDS
                     ADMINISTRATION LIMITED
                   as Pool Funds Administrator

                             - and -

                  THE NATIONAL GRID COMPANY PLC
        as Grid Operator and Ancillary Services Provider

                             - and -

                       SCOTTISH POWER PLC
                               and
             ELECTRICITE DE FRANCE, SERVICE NATIONAL
                          as Externally
                     Interconnected Parties

                             - and -

                        THE OTHER PARTIES
                          named herein

                              - and

                   THE METER OPERATOR PARTIES
                          named herein

                  SEVENTEENTH SUPPLEMENTAL DEED
        relating to the Pooling and Settlement Agreement
                  for the Electricity Industry
                      in England and Wales

<PAGE>

                            CONTENTS

                                                          Page

1.   INTERPRETATION                                         2

2.   AMENDMENTS                                             2

3.   CONTINUATION OF THE POOLING AND SETTLEMENT AGREEMENT   2

4.   MISCELLANEOUS                                          2

5.   ENTIRE AGREEMENT                                       2

6.   GOVERNING LAW                                          3

SCHEDULE 1:    Part I:  The Generators                      4

               Part II: The Suppliers                       8

SCHEDULE 2:    The Other Parties                           12

SCHEDULE 3:    The Meter Operator Parties who are not 
               Parties                                     14

SCHEDULE 4:    Amendments to the Pooling and Settlement 
               Agreement                                   15

SIGNATORIES                                                84

<PAGE>

THIS SUPPLEMENTAL DEED is made on May 20, 1997

BETWEEN:-

(1)  THE PERSONS whose names, registered numbers and registered
     or principal offices are set out in Part I of Schedule 1;

(2)  THE PERSONS whose names, registered numbers and registered
     or principal offices are set out in Part II of Schedule 1;

(3)  ENERGY SETTLEMENTS AND INFORMATION SERVICES LIMITED
     (registered number 2444282) whose registered office is
     situate at Fairham House, Green Lane, Clifton, Nottingham
     NG11 9LN as Settlement System Administrator;

(4)  ENERGY POOL FUNDS ADMINISTRATION LIMITED (registered number
     2444187) whose registered office is situate at 185 Park
     Street, London SE1 9DY as Pool Funds Administrator;

(5)  THE NATIONAL GRID COMPANY PLC (registered number 2366977)
     whose registered office is situate at National Grid House,
     Kirby Corner Road, Coventry CV4 8JY as Grid Operator and
     Ancillary Services Provider;

(6)  SCOTTISH POWER PLC (registered number 117120) whose
     principal office is situate at 1 Atlantic Quay, Glasgow G2
     8SP, Scotland as an Externally Interconnected Party;

(7)  ELECTRICITE DE FRANCE, SERVICE NATIONAL whose principal
     office is situate at Departement Relations avec l'Etranger,
     Echanges d'Energie, 2 Rue Louis Murat, 5eme etage, 75384
     Paris, Cedex 08, France as an Externally Interconnected
     Party;

(8)  THE OTHER PARTIES whose names, registered numbers and
     registered or principal offices are set out in Schedule 2;
     and

(9)  THE METER OPERATOR PARTIES whose names, registered numbers
     and registered or principal offices are set out in Schedule
     3.

WHEREAS:-

(A)  by a Pooling and Settlement Agreement for the Electricity
     Industry in England and Wales dated 30th March, 1990 (the
     "Pooling and Settlement Agreement") the parties thereto
     agreed to give effect to and be bound by certain rules and
     procedures for the operation of an electricity trading pool
     and the operation of a settlement system;

(B)  the Pooling and Settlement Agreement has been amended and/or
     restated by sixteen supplemental agreements, and hereinafter
     references to the Pooling and Settlement Agreement are to
     that agreement as most recently amended and restated; and

(C)  the parties to this Deed (being (i) all the Parties at the
     date hereof and (ii) all the Meter Operator Parties at the
     date hereof) have agreed to amend the Pooling and Settlement
     Agreement on the terms and subject to the conditions set out
     below.

NOW THIS DEED WITNESSES as follows:-

1.   INTERPRETATION

     1.1  Except where defined herein or where the context
          otherwise requires, words and expressions defined in
          the Pooling and Settlement Agreement shall have the
          same respective meanings when used in this Deed.

     1.2  The table of contents and the headings to each of the
          Clauses are inserted for convenience only and shall be
          ignored in construing this Deed.
     
2.   AMENDMENTS

     The parties hereby agree that with effect on and from
     midnight on 31st March, 1997, the Pooling and Settlement
     Agreement shall be amended as set out in Schedule 4.

3.   CONTINUATION OF THE POOLING AND SETTLEMENT AGREEMENT

     The Pooling and Settlement Agreement shall remain in full
     force and effect and this Deed and the Pooling and
     Settlement Agreement shall be treated as one document so
     that, upon the Pooling and Settlement Agreement being
     amended pursuant to Clause 2, all references to the Pooling
     and Settlement Agreement shall be treated as references to
     that agreement as amended by this Deed.

4.   MISCELLANEOUS

     The provisions of Clauses 75 to 79 (inclusive) and 81 to 84
     (inclusive) of the Pooling and Settlement Agreement shall be
     deemed to be incorporated herein mutatis mutandis.

5.   ENTIRE AGREEMENT

     5.1  Each party acknowledges that in entering into this Deed
          on the terms set out herein it is not relying upon any
          representation, warranty, promise or assurance made or
          given by any other party or any other person, whether
          or not in writing, at any time prior to the execution
          of this Deed which is not expressly set out herein.

     5.2  None of the parties shall have any right of action
          against any other party arising out of or in connection
          with any representation, warranty, promise or assurance
          referred to in sub-clause 5.1 (except in the case of
          fraud).

6.   GOVERNING LAW

     This Deed shall be governed by, and construed in all
     respects in accordance with, English law.

IN WITNESS whereof this document has been duly executed and
delivered as a deed the day and year first above written.

<PAGE>

                           SCHEDULE 1:
                     Part I: The Generators


Name                  Registered            Registered or
                      Number                Principal Office
                                            
Anglian Power         2488955               Wherstead Park
Generators Limited                          Wherstead
                                            Ipswich
                                            Suffolk
                                            IP9 2AQ
                                            
Barking Power         2354681               Devonshire House
Limited                                     Mayfair House
                                            London W1X 5FH
                                            
British Nuclear       1002607               Risley
Fuels plc                                   Warrington
                                            Cheshire
                                            WA3 6AS
                                            
Celtpower Limited     2656561               13 Charles II Street
                                            London
                                            SW1Y 4QT
                                            
Citigen (London)      2427823               152 Grosvenor Road
Limited                                     Rivermill House
                                            London
                                            SW1V 3JL
                                            
Corby Power Limited   2329494               Mitchell Road
                                            Phoenix Parkway
                                            Corby
                                            Northamptonshire
                                            NN17 1QT
                                            
Derwent Cogeneration  2329494               Landsdowne House
Limited                                     Berkeley Square
                                            London W1X 5DH
                                            
Eastern Merchant      3116225               Wherstead Park
Generation                                  Wherstead
Limited                                     Ipswich
                                            Suffolk
                                            IP9 2AQ
                                            
Electricite de                              Department Relations
France, Service                             avec
National                                    I'Etranger
                                            Echanges d'Energie
                                            2 Rue Louis Murat
                                            5eme etage
                                            75384 Paris
                                            Cedex 08
                                            France
                                            
Elm Energy &          2516685               Elm Energy House
Recycling (UK)                              Ettingshall Road
Limited                                     Wolverhampton
                                            West Midlands WV2
                                            2LA
                                            
Fellside Heat and     2614535               Fellside Lodge
Power                                       Seascale
Limited                                     Cumbria CA20 1PG
                                            
Fibrogen Limited      2547498               Astley House
                                            33 Notting Hill Gate
                                            London W 11 3JQ
                                            
Fibropower Limited    2234141               Astley House
                                            33 Notting Hill Gate
                                            London W11 3JQ
                                            
First Hydro Company   2444277               Bala House
                                            Lakeside Business
                                            Village
                                            St. David's Park
                                            Deeside
                                            Clwyd
                                            CH5 3XJ
                                            
Humber Power Limited  2571241               18 Savile Row
                                            London
                                            W1X 1AE
                                            
Indian Queens Power   2928100               1 Northumberland
Company Limited                             Avenue
                                            London
                                            WC2N 5BW
                                            
Independent Energy    3033406               2nd Floor, Park
UK                                          House
Limited                                     Park Street
                                            Maidenhead
                                            Berkshire
                                            SL6 1SL
                                            
Keadby Generation     2729513               P O Box 89, Keadby
Limited                                     Scunthorpe, North
                                            Lincolnshire DN17
                                            3AZ
                                            
Lakeland Power        2355290               Roosecote Power
Limited                                     Station
                                            Roosecote Marsh
                                            Barrow-in-Furness
                                            Cumbria LA13 OPQ
                                            
Magnox Electric plc   2264251               Berkeley Centre
                                            Berkeley
                                            Gloucestershire GL13
                                            9PB
                                            
Medway Power Limited  2537903               Boston House
                                            The Little Green
                                            Richmond TW9 1QE
                                            
Midlands Power (UK)   2251099               Mucklow Hill
Limited                                     Halesowen
                                            West Midlands B62
                                            8BP
                                            
National Power plc    2366963               Windmill Hill
                                            Business Park
                                            Whitehill Way
                                            Swindon
                                            Wiltshire
                                            SN5 6PB
                                            
Nuclear Electric      3076445               Barnett Way
Limited                                     Barnwood
                                            Gloucester
                                            GL4 3RS
                                            
Peterborough Power    2353599               Storeys Bar Road
Limited                                     Peterborough PE1 5NT
                                            
PowerGen plc          2366970               53 New Broad Street
                                            London EC2M 1JJ
                                            
Regional Power        2352390               Wetherby Road
Generators                                  Scarcroft,
Limited                                     Leeds LS14 3HS
                                            
Scottish              117119                10 Dunkeld Road
Hydro-Electric plc                          Perth PH1 5WA
                                            
Scottish Power plc    117120                1 Atlantic Quay
                                            Glasgow G2 8SP
                                            
Slough Energy         2474514               234 Bath Road
Supplies                                    Slough SL1 4EE
Limited                                     

Teesside Power        2464040               4 Millbank
Limited                                     London SW1P 3ET
                                            
Winterton Power       3001798               800 Park Avenue
Limited                                     Aztec West
                                            Almondsbury
                                            Bristol BS12 4SE
<PAGE>                                            

                     Part II: The Suppliers


Name                  Registered            Registered or
                      Number                Principal Office
                                            
British Gas Trading   3078711               Rivermill House
Ltd                                         152 Grosvenor Road
                                            London SW1V 3JL
                                            
British Nuclear       1002607               Risley
Fuels plc                                   Warrington
                                            Cheshire WA3 6AS
                                            
Candecca Resources    953066                Welton Gathering
Limited                                     Centre
                                            Barfield Lane
                                            Off Wragby Road
                                            Sudbrooke
                                            Lincoln LN2 2QU
                                            
Citigen (London)      2427823               Rivermill House
Limited                                     152 Grosvenor Road
                                            London SW1V 3JL
                                            
Crosfield Limited     48745                 Bank Quay
                                            PO Box 26
                                            Warrington
                                            Cheshire WA5 1AB
                                            
Eastern Electricity   2366906               Wherstead Park
plc                                         PO Box 40
                                            Wherstead
                                            Ipswich
                                            Suffolk IP9 2AQ
                                            
East Midlands         2366923               PO Box 444
Electricity plc                             Woodyard Lane
                                            Wollaton
                                            Nottingham NG8 lEZ
                                            
Electricite de                              Department Relations
France, Service                             avec
National                                    l'Etranger
                                            Echanges d'Energie
                                            2 Rue Louis Murat
                                            5eme etage
                                            75384 Paris
                                            Cedex 08
                                            
Energy Supply         172268                The Havens
Contracts                                   Ransomes Europark
Limited                                     Ipswich
                                            Suffolk IP3 9SJ
                                            
Enron Capital and     3003823               4 Millbank
Trade                                       London SW1P 3ET
Resources Limited                           

Impkemix Energy       2076043               The Heath
Limited                                     Runcorn
                                            Cheshire WA7 4QF
                                            
Independent Energy    3033406               2nd Floor Park House
UK                                          Park Street
Limited                                     Maidenhead
                                            Berkshire SL6 1SL
                                            
London Electricity    2366852               Templar House
plc                                         81-87 High Holborn
                                            London WC1V 6NU
                                            
Magnox Electric plc   2264251               Berkeley Centre
                                            Berkeley
                                            Gloucestershire GL13
                                            9PB
                                            
Manweb plc            2366937               Manweb House
                                            Chester Business
                                            Park
                                            Chester CH4 9RF
                                            
Midlands Electricity  2366928               Mucklow Hill
plc                                         Halesowen
                                            West Midlands B62
                                            8BP
                                            
National Power plc    2366963               Windmill Hill
                                            Business Park
                                            Whitehill Way
                                            Swindon
                                            Wiltshire
                                            SN5 6PB
                                            
Norsk Hydro (UK)      841421                Bridge House
Limited                                     69 London Road
                                            Twickenham
                                            Middlesex TW1 3RH
                                            
Northern Electric     2366942               Carliol House
plc                                         Market Street
                                            Newcastle upon Tyne
                                            NE1 6NE
                                            
NORWEB plc            2366949               PO Box 14
                                            410 Birchwood
                                            Boulevard
                                            Birchwood
                                            Warrington WA3 7GA
                                            
Nuclear Electric      3076445               Barnett Way
Limited                                     Barnwood
                                            Gloucester
                                            GL4 3RS
                                            
PowerGen plc          2366970               53 New Broad Street
                                            London EC2M 1JJ
                                            
Scottish              117119                10 Dunkeld Road
Hydro-Electric plc                          Perth PH1 5WA
                                            
Scottish Power plc    117120                1 Atlantic Quay
                                            Glasgow G2 8SP
                                            
SEEBOARD plc          2366867               Forest Gate
                                            Brighton Road
                                            Crawley
                                            West Sussex RH11 9BH
                                            
Shell Power Limited   2559630               Rowlands Way
                                            Withenshawe
                                            Manchester M22 5SB
                                            
Slough Energy         2474514               234 Bath Road
Supplies                                    Slough SL1 4EE
Limited                                     

Southern Electric     2366879               Westacott Way
plc                                         Littlewick Green
                                            Maidenhead
                                            Berkshire SL6 3QB
                                            
South Wales           2366985               Newport Road
Electricity plc                             St. Mellons
                                            Cardiff CF3 9XW
                                            
South Western         2366894               800 Park Avenue
Electricity plc                             Aztec West
                                            Almondsbury
                                            Bristol BS12 4SE
                                            
The Renewable Energy  3043412               Stroud House
Company Limited                             Russell Street
                                            Stroud
                                            Gloucestershire
                                            GL5 3AN
                                            
UK Electric Power     2844010               21 St. Thomas Street
Limited                                     Bristol BS1 6US
                                            
UML Limited           661900                PO Box 115
                                            Port Sunlight
                                            Wirral
                                            Merseyside
                                            L62 4ZL
                                            
Yorkshire             2366995               Wetherby Road
Electricity Group                           Scarcroft
plc                                         Leeds LS14 3HS
                                            
<PAGE>

                           SCHEDULE 2:
                        The Other Parties


Name                  Registered            Registered or
                      Number                Principal Office
                                            
Accord Energy         2877398               Rivermill House
Limited                                     152 Grosvenor Road
                                            London SW1V 3JL
                                            
AES Barry Limited     3135522               Burleigh House
                                            17-19 Worpe Way
                                            Richmond
                                            Surrey TW10 6AG
                                            
Alcan Aluminium UK    750143                Chalfone Park
Limited                                     Gerrards Cross
                                            Buckinghamshire
                                            SL9 0QB
                                            
British Gas plc       2006000               Rivermill House
                                            152 Grosvenor Road
                                            London SW1V 3JL
                                            
Cabah Energy Limited  2759706               190 Strand
                                            London WC2R 1JN
                                            
Eastern Generation    2529347               Wherstead Park
Services                                    Wherstead
Limited                                     Ipswich
                                            Suffolk
                                            IP9 2AQ
                                            
Enfield Energy        2796628               Concorde House
Centre                                      Concorde Way
Limited                                     Stockton on Tees
                                            Cleveland
                                            TS18 3RB
                                            
Fibrowatt Thetford    3057688               Astley House
Limited                                     33 Notting Hill Gate
                                            London W11 3JQ
                                            
Hydro Electric        2487475               Royex House
Energy                                      Aldermanbury Square
Limited                                     London EC2V 7LD
                                            
Keadby Power Limited  2548042               PO Box 89 Keadby
                                            Scunthorpe North
                                            Lincolnshire DN17
                                            3AZ
                                            
                                            
Kingsnorth Power      2656343               190 Strand
Limited                                     London WC2R 1JN
                                            
Meter Operators       2841018               Lynton House
Limited                                     7-12 Tavistock
                                            Square
                                            London WC1H 9BQ
                                            
Pentex (East          2275006               Union Buildings
Midlands)                                   15 Union Street
Limited                                     Aberdeen AB1 2BU
                                            
Rocksavage Power      18868                 20 St. James's
Company                                     Street
Limited                                     London SW10 4UJ
                                            
Seabank Power         2591188               Severn Road Hallen
Limited                                     Bristol BS10 7SP
                                            
Spalding Energy       19668                 20 St. James's
Company                                     Street
Limited                                     London SW1A lES
                                            
<PAGE>


                           SCHEDULE 3:
         The Meter Operator Parties who are not Parties


Name                  Registered            Registered or
                      Number                Principal Office
                                            
Control Devices and   1242585               PO Box 56
Systems                                     101 Mill Lane
Limited                                     Newbury
                                            Berkshire
                                            RG14 5RE
                                            
DrakMarn O&M Ltd      3124701               53 New Broad Street
                                            London EC2M 1JJ
                                            
E. Squared Limited    2674129               Almac House
                                            Church Lane
                                            Bisley
                                            Surrey
                                            GU24 9DR
                                            
Northern Energy       2868141               5 Derwent Place
Services                                    Spotborough
Limited                                     Doncaster
                                            DN5 7PN
                                            
PowerMet Limited      2877912               3 Park Place
                                            London SW1A lLP
                                            
Schlumberger          534821                1 Kingsway
Industries                                  London WC2B 6XH
Limited                                     

Stanor National       2769170               7-12 Tavistock
Contracts                                   Square
Limited                                     London WC1H 9BQ
                                            
The Challenge Group                         22 Tally Road
                                            Oxted
                                            Surrey RH8 0TG
<PAGE>                                            

                           SCHEDULE 4:
       Amendments to the Pooling and Settlement Agreement

The Pooling and Settlement Agreement shall be amended as follows:-

1.   Recitals

     (a)  By the deletion of Recital (G) and the relettering of
          Recital (F) as Recital (G), and by the deletion of the
          semi-colon and the word "and" from the end of Recital
          (F) and the substitution therefor of a full stop.

     (b)  By the insertion of the following new Recital (F)
          immediately after Recital (E):-

     "(F) in addition to the rules and procedures set out herein,
          payments to the Grid Operator connected with the
          Transmission Services Activity (as that term is defined
          in the Transmission License) are dealt with pursuant to
          specific arrangements between the Grid Operator and
          certain parties to this Agreement; and".

2.   Operative Provisions

     (a)  By the insertion of the word "Transmission" before the
          word "License" in the definition of "Grid Operator" in
          Clause 1.1 and by the insertion, in such Clause 1.1, of
          the following definition immediately after the
          definition of "Transmission License":-

     ""Transport Uplift" has the meaning given to that term in
          Appendix 1 to Schedule 9;".

     (b)  By the deletion of Clause 4.1.1 and the substitution
          therefor of the following:-

     "4.1.1    to provide a set of rules which, when implemented,
          will quantify:-

          (a)  the financial obligations owed by certain Pool
               Members to other Pool Members in respect of the
               former Pool Members' purchases of electricity
               produced or delivered by such other Pool Members;

          (b)  the financial obligations owed by the Grid
               Operator to the Ancillary Services Provider in
               respect of the purchase of Ancillary Services; and

          (c)  the financial obligations owed by the Grid
               Operator to certain Pool Members in respect of
               Transport Uplift (exclusive of any element thereof
               relating to Ancillary Services);".

     (c)  By the deletion of Clause 29.1 and the substitution
          therefor of the following:-
     
     "29.1     "Provision of information: The Settlement System
          Administrator shall upon request provide each Pool
          Member, the Ancillary Services Provider and the Grid
          Operator with a certified copy of such records, data
          and other information concerning amounts payable by or
          to such Pool Member, the Ancillary Services Provider
          and the Grid Operator as such Pool Member, the
          Ancillary Services Provider or the Grid Operator may
          reasonably request for the purpose of establishing the
          amounts which are owed to or by such Pool Member, the
          Ancillary Services Provider or the Grid Operator in
          accordance with this Agreement, and in any event with
          such information as any Pool Member, the Ancillary
          Services Provider or the Grid Operator may request from
          the Settlement System Administrator in order to
          establish or prove a claim to any amounts due or
          claimed to be due. The Settlement System Administrator
          shall provide such information forthwith upon request
          or (if so required by the Settlement System
          Administrator) upon delivery of a certificate from the
          Pool Member's, the Ancillary Service Provider's or the
          Grid Operator's counsel certifying that such
          information is required for such purpose. Each of the
          Parties agrees to the release of all such records, data
          and other information in the circumstances described in
          this Clause 29.1.".

     (d)   By the deletion of Clause 49 and the substitution
          therefor of the following:-

     "49.      RESPONSIBILITIES

     49.1 The Grid Operator shall have the following duties,
          responsibilities and obligations under this Agreement:

          49.1.1    PORTHOLE: Ensuring that, insofar as relevant
               to the operation of the Settlement System and the
               Pool Rules, PORTHOLE will in its operation comply
               with its user and functional specifications.

          49.1.2    Services: Making available to any successor
               Settlement System Administrator those services
               necessary for the proper functioning of the
               Settlement System which the Grid Operator made
               available to the incumbent Settlement System
               Administrator at any time in the twelve month
               period prior to the resignation or removal of such
               incumbent Settlement System Administrator, in any
               such case upon such terms as may be agreed between
               the Grid Operator, such successor Settlement
               System Administrator and the Executive Committee.

          49.1.3    Transport Uplift: Making payments in relation
               to Transport Uplift.

          49.1.4    Generally: Such other duties,
               responsibilities and obligations as are set out in
               this Agreement

          49.2No amendment, variation or replacement of any
              provision of this Agreement (which, for the
              avoidance of doubt, includes the Pool Rules) which
              is reasonably likely to affect in any material
              respect Transport Uplift or any constituent
              element thereof or the obligations of the Grid
              Operator related thereto, shall become effective
              except with the prior written agreement of the
              Grid Operator (such consent not to be unreasonably
              withheld or delayed).".

     (e)  By the deletion of Clause 51.3 and the substitution
          therefor of the following:-

     "51.3    Obligations of Grid Operator: The Grid Operator
         shall:-

          51.3.1   pay the Ancillary Services Provider for
              Ancillary Services in accordance with this
              Agreement; and

          51.3.2    enforce the Master Connection and Use of
               System Agreement and each Supplemental Agreement
               (insofar as it concerns the provision of
               Ancillary Services) in accordance with their
               respective terms in all circumstances in which it
               is reasonable to do so having regard to its
               obligations under the Act, the Transmission.
               License and the Grid Code.".

     (f)  By the deletion of Clause 51.4 and the substitution
          therefor of the following:-

     "51.4     [Not used] ".

     (g)  By the deletion of the word "Suppliers" from Clause
          51.6 and the substitution therefor of the words "the
          Grid Operator" wherever it appears.

     (h)  By the deletion of Clause 51.7 and the substitution
          therefor of the following:-

     "51.7     Lost opportunity costs:

          51.7.1    Subject to Clause 51.6, where the Ancillary
               Services Provider pays any Generator an amount in
               respect of lost opportunity costs, the Ancillary
               Services Provider shall use reasonable endeavours
               to include any such amount in its Ancillary
               Service charge to the Grid Operator in the
               Settlement Day on which it arises or as soon as
               possible thereafter.

          51.7.2    As soon as the Ancillary Services Provider is
               notified by any Generator that any obligation to
               pay any lost opportunity costs may arise, it shall
               consult the Suppliers and the Grid Operator and,
               without prejudice to the Ancillary Services
               Provider's right to recover such lost opportunity
               costs from the Grid Operator in accordance with
               Clause 51.6 or Clause 51.7.1, the Ancillary
               Services Provider shall, if requested by the
               Suppliers or Grid Operator, collect payment from
               the Grid Operator on account of or by way of
               recovery of such costs over such period as may be
               agreed between the Ancillary Services Provider,
               the Suppliers and the Grid Operator and, in
               default of agreement, over such period as the
               Ancillary Services Provider considers to be
               reasonable.".

     (i)  By the deletion of Clauses 51A and 51B and the
          substitution therefor of the following:-

     "51A TRANSMISSION SERVICES

          It is expressly acknowledged by the Parties that
          neither (i) the termination or expiry of the provisions
          of Clauses 51A (Transmission Services) and 51B
          (Transmission Services Scheme 2) of this Agreement as
          in force immediately prior to the coming into effect of
          this Clause 51A including the Transmission Services
          Scheme and the Transmission Services Scheme 2 (as
          therein respectively defined) and/or any addition to or
          amendment of any other provision of this Agreement
          effected pursuant to those Clauses whilst in force, nor
          (ii) the termination or expiry of previous Clauses in
          this Agreement which related to UMIS and/or UMIS 2 (as
          were therein defined) shall prejudice the accrued
          rights and liabilities of any Consumer (as defined in
          the Pool Rules) or the Grid Operator (in whatever
          capacity) under each of the Transmission Services
          Scheme and/or the Transmission Services Scheme 2 at the
          date of such termination or expiry which accrued rights
          shall include, for the avoidance of doubt, the ability
          to adjust sums calculated under UMIS, UMIS 2, the
          Transmission Services Scheme and/or the Transmission
          Services Scheme 2 in respect of disputes arising before
          or after such termination or expiry in respect of
          periods falling before such termination or expiry.

     51B  ENERGY UPLIFT AND TRANSMISSION LOSSES SCHEME

          General:

     51B.1     Notwithstanding any other provision of this
          Agreement, the provisions of this Clause shall govern
          the rights and obligations of the Parties in relation
          to the Energy Uplift and Transmission Losses Scheme.

     51B.2     In this Clause SIB, in Schedule 9 and in Schedule
          11, the term "Energy Uplift and Transmission Losses
          Scheme" means the scheme to provide an incentive for
          the Grid Operator to minimize (taking into account
          other associated costs) a proportion of the costs
          arising under this Agreement and which provides for
          payments between the Grid Operator (acting through its
          agent the Ancillary Services Provider) and Consumers in
          relation to an Energy Uplift Daily Payment and a
          Transmission Losses Daily Payment in the form agreed
          pursuant to Clause 51B.6 as the same may be amended,
          varied or replaced from time to time in accordance with
          the terms of that Clause.

     51B.3   (a)    The Parties agree (and agree that they will
               procure that the Executive Committee will so
               agree) that in the period from 00.00 hours on 1st
               April, 1997 to 24.00 hours on 31st March, 1998 the
               Energy Uplift and Transmission Losses Scheme, the
               amendments and/or additions to the Pool Rules to
               implement the Energy Uplift and Transmission
               Losses Scheme and the provisions of this Clause,
               shall apply. This Clause 51B.3(a) may not be
               amended without the prior written consent of all
               Parties.

          (b)  The provisions of this Clause SIB, the Energy
               Uplift and Transmission Losses Scheme and any
               addition to or amendment of any other provisions
               of this Agreement or the Pool Rules effected
               pursuant to this Clause 51B shall terminate at
               24.00 hours on 31st March, 1998, except for any
               provision, addition or amendment which is required
               to continue beyond that day to give effect to the
               operation of the Energy Uplift and Transmission
               Losses Scheme in respect of any period before that
               date.

     51B.4     Obligations: The Parties agree:-

          (a)  to be bound by the terms, conditions and other
               provisions of the Energy Uplift and Transmission
               Losses Scheme;

          (b)  that the Grid Operator (acting through its agent
               the Ancillary Services Provider) and each Consumer
               shall make such payments as are required and
               determined by the provisions of the amendments
               and/or additions to the Pool Rules to implement
               the Energy Uplift and Transmission Losses Scheme;
               and

          (c)  that for the period during which this Clause 51B
               applies, the following changes shall be made to
               the provisions of this Agreement:-

               (i)  in paragraphs 1, 5.4, 5.14,17.5 and 17.6 of
                    Schedule 11, references to the Ancillary
                    Services Provider shall be deemed to be
                    references to itself and as agent for the
                    Grid Operator in relation to the Energy
                    Uplift and Transmission Losses Scheme;

               (ii) in paragraph 2.1 of Schedule 11, the words
                    "and the Energy Uplift and Transmission
                    Losses Scheme" shall be inserted after the
                    words "Ancillary Services";

               (iii)     in paragraph 5.14 of Schedule 11, the
                    words "or in respect of the Energy Uplift and
                    Transmission Losses Scheme" shall be inserted
                    after the expression "Ancillary Services"
                    where it first appears and the words "or in
                    respect of the Energy Uplift and Transmission
                    Losses Scheme" shall be inserted after the
                    words "that same day", and in paragraph 5.15
                    of Schedule 1 1 the words "or the Ancillary
                    Services Provider" shall (except where they
                    already appear) be inserted after the
                    expression spool Member" wherever it occurs
                    in that paragraph; and

               (iv) in Part 4 of Schedule 11, references to
                    information in respect of Ancillary Services
                    shall be deemed to include information in
                    respect of the Energy Uplift and Transmission
                    Losses Scheme, in paragraph 17.5 the
                    information required shall include the total
                    amount payable by the Ancillary Services
                    Provider (exclusive of United Kingdom Value
                    Added Tax) pursuant to the Energy Uplift and
                    Transmission Losses Scheme in respect of each
                    Settlement Day, in paragraph 17.6 the Pool
                    Funds Administrator shall include in its
                    verification the amount shown to be payable
                    by the Ancillary Services Provider pursuant
                    to the Energy Uplift and Transmission Losses
                    Scheme in respect of each Settlement Day, and
                    in paragraph 22.4 the Confirmation Statements
                    shall include the total amount payable by the
                    Ancillary Services Provider pursuant to the
                    Energy Uplift and Transmission Losses Scheme
                    in respect of each Settlement Day.

     51B.5     The Suppliers and the Grid Operator may request
          the Parties and the Executive Committee promptly (and
          in any event before the date the Energy Uplift and
          Transmission Losses Scheme is to take effect) to
          execute and do all such acts, matters and things
          (including effecting amendments to the Pool Rules) as
          may be necessary to give effect to the Energy Uplift
          and Transmission Losses Scheme. The Parties shall not
          refuse (and agree that they will procure that the
          Executive Committee shall not refuse) any such request
          on the grounds of any objections to any provisions of
          any of the Annexes of Appendix 3 to the Pool Rules as
          agreed from time to time between the Suppliers and the
          Grid Operator.

     51B.6     Effectiveness: Neither this Clause 51B (other than
          Clauses 51B.2, 51B.5 and this Clause 51B.6), nor the
          Energy Uplift and Transmission Losses Scheme, nor any
          amendment, variation or replacement of either of them,
          nor any amendment, variation or replacement to the Pool
          Rules relating to the Energy Uplift and Transmission
          Losses Scheme, shall become effective except with the
          prior agreement of the Suppliers (which agreement shall
          be given by the passing of a resolution in a separate
          class meeting) and the prior written agreement of the
          Grid Operator.

     51B.7     Survival:

          (a)  Termination or expiry of the provisions of this
               Clause SIB' the Energy Uplift and Transmission
               Losses Scheme and/or any addition to or amendment
               of any other provision of this Agreement effected
               pursuant to this Clause shall not prejudice the
               accrued rights and liabilities of any Consumer or
               the Grid Operator under the Energy Uplift and
               transmission Losses Scheme at the date of such
               termination or expiry, which accrued rights shall,
               for the avoidance of doubt, include the ability to
               adjust sums calculated under the Energy Uplift and
               Transmission Losses Scheme in respect of disputes
               arising after such termination or expiry in
               respect of periods falling before such termination
               or expiry.

          (b)  The provisions of this Clause 51B.7 and Clause
               51B.3(b) shall survive the termination of the
               Energy Uplift and Transmission Losses Scheme.

     51B.8     Definitions: In, and in relation to, this Clause
               51B the term "Consumer" shall bear the meaning given to
               that term in the Pool Rules.".

          (j)  By the insertion of the words "and the Grid
               Operator" after the words "the Ancillary Services
               Provider" in the second sentence of Clause 52.1,
               and by the deletion of the third sentence of such
               Clause 52.1 and the substitution therefor of the
               following:-

               "In particular, but without prejudice to the
               generality of the foregoing, the Executive
               Committee may require following any relevant final
               run of Settlement (and shall take due notice of
               any request from the Ancillary Services Provider
               or the Grid Operator to this effect) the
               Settlement System Administrator to re-run, and the
               Settlement System Administrator shall re-run,
               Settlement in respect of any Settlement Day for
               relevant part thereof) using the software and data
               originally used in respect of such Settlement Day
               (or relevant part thereof) but subject to such
               changes, amendments or additional inputs as may be
               required by the Executive Committee (in
               consultation with the Ancillary Services Provider,
               the Grid Operator or any other relevant party) or
               by (as the case may be) such arbitrator(s) or
               court.".

          (k)  By the deletion of paragraph (g) from Clause
               63.1.4 and the substitution therefor of the
               following:-

               (g)  details of Security Cover supplied and to be
                    supplied by each Providing Member (as defined
                    in Schedule 11) or the Grid Operator, as the
                    case may be; and".

          (l)  By the deletion of Clause 63.1.7 and the
               substitution therefor of the following:-

     "63.1.7   subject to the provisions of Part XX, to provide a
          certified copy of such records, data and other
          information concerning the Funds Transfer System (and
          any part thereof! and amounts payable by or to any Pool
          Member, the Ancillary Services Provider or the Grid
          Operator as the relevant Pool Member, the Ancillary
          Services Provider or (as the case may be) the Grid
          Operator may reasonably request for the purpose of
          establishing the amounts which are owed to or by such
          Pool Member, the Ancillary Services Provider or the
          Grid Operator in accordance with this Agreement, and in
          any event such information as any Pool Member, the
          Ancillary Services Provider or the Grid Operator may
          request from the Pool Funds Administrator in order to
          establish or prove a claim to any amounts due or
          claimed to be due. The Pool Funds Administrator shall
          forthwith upon such request provide such information
          upon delivery (if so required by the Pool Funds
          Administrator) of a certificate from the counsel of
          such Pool Member, the Ancillary Services Provider or
          the Grid Operator certifying that, in such counsel's
          opinion, such information is required for such
          purpose;".

          (m)  By the deletion from Clause 63.1.9 of the word
               "and" after the words "Pool Members" and "Pool
               Member concerned and the substitution therefor of
               a comma, and by the insertion, in such Clause
               63.1.9, of the words "and the Grid Operator"
               immediately after the expression "Ancillary
               Services Provider", wherever it occurs in that
               Clause.

          (n)  By the deletion from Clause 63.1.10 of the word
               "and" after the words "Settlement System
               Administrator" and the substitution therefor of a
               comma, and by the insertion, in such Clause
               63.1.10, of the words "and the Grid Operator"
               immediately after the expression "Ancillary
               Services Provider".

          (o)  By the deletion from Clause 63.1.11 of the word
               "or" after the words Spool Member" and the
               substitution therefor of a comma, and by the
               insertion, in such Clause 63.1.11, of the words
               "or the Grid Operator" immediately after the
               expression "Ancillary Services Provider".

          (p)  By the deletion of Clause 63.3 and the
               substitution therefor of the following:-

     "63.3     UK value added tax indemnity:

          63.3.1    Indemnity (1): Without prejudice to paragraph
               63.3.2 all Pool Members and the Grid Operator
               shall jointly and severally indemnify and keep
               indemnified the Pool Funds Administrator, its
               officers, employees and agents (but so that, as
               between Pool Members and the Grid Operator, their
               liability shall be apportioned so that the Grid
               Operator is liable for 5 per cent. of the
               indemnified amount and the Pool Members are liable
               for the balance of such indemnified amount in
               proportion to their respective Contributory Shares
               at the time of receipt of the request for
               indemnification calculated on the basis that the
               points allocated to the Pool Member in default are
               disregarded) against any liability which the Pool
               Funds Administrator may incur as a result of the
               failure of any Pool Member, the Grid Operator or
               the Ancillary Services Provider (as the case may
               be) properly to account to H.M. Customs and Excise
               for all amounts of United Kingdom Value Added Tax
               payable or receivable by it in respect of any
               supplies of Electricity, Ancillary Services or
               Transport Uplift.

          63.3.2    Indemnity (2): If any Pool Member, the
               Ancillary Services Provider or the Grid Operator
               shall fail properly to account for any amount of
               United Kingdom Value Added Tax payable or
               receivable by it, that person shall indemnify and
               keep indemnified each non-defaulting Pool Member
               and (if it is not in default) the Grid Operator
               (on an after tax basis, but taking account of any
               tax relief available to the relevant Pool Member
               or the Grid Operator, as the case may be) against
               any liability which such non-defaulting Pool
               Member and (if it is not in default) the Grid
               Operator shall incur pursuant to paragraph
               63.3.1.".

     3.   Schedule 4

          By the deletion from sub-sections 6.9 and 6.14 of
          Schedule 4 of the word Sand" when it appears after the
          expression "Pool Member" and the substitution therefor
          of a comma, and by the insertion, in such sub-sections
          6.9 and 6.14, of the words "and the Grid Operator"
          immediately after the expression 'ancillary Services
          Provider", wherever it occurs in those sub-sections.

     4.   Schedule 11

          By the deletion of Schedule 11 and the substitution
          therefor of the following:-

<PAGE>

                          "SCHEDULE 11
                     Billing and Settlement

PART 1: PRELIMINARY

1.   DEFINITIONS AND INTERPRETATION

     1.1  Definitions

     1.2  Interpretation

PART 2: ESTABLISHMENT OF SYSTEMS

2.   PAYMENTS CALENDAR

     2.1  Preparation

     2.2  Principles

     2.3  Form

     2.4  Default

     2.5  Distribution

3.   INFORMATION SYSTEMS

     3.1  Provision of information

     3.2  Communications Equipment

     3.3  Authorized persons

4.   BANKING SYSTEM

     4.1  Funds Transfer Agreement

     4.2  Establishment of Accounts

     4.3  Rights and obligations under Funds Transfer Agreement

     4.4  Settlement Account

     4.5  Further information

     4.6  Change of Settlement Account

     4.7  Maintenance of Settlement Account and Settlement Bank
          Mandate

     4.8  Details of Accounts

5.   ESTABLISHMENT OF TRUSTS

     5.1  Trusts

     5.2  Trusts in respect of the Credit Facility

     5.3  Rights of Pool Creditors other than the Ancillary
          Services Provider

     5.4  Rights of Ancillary Services Provider

     5.5  Trusts in respect of Pool Reserve Assets

     5.6  Overdue amounts

     5.7  Shortfall

     5.8  Providing Members' rights to funds

     5.9  Funds not to be withdrawn

     5.10 Providing Members' rights to withdraw funds

     5.11 Waiver of Providing Members' rights

     5.12 Pool Reserve Assets

     5.13 Providing Members' rights and interests in the Pool
          Reserve Account

     5.14 Overpayments to be held on trust

     5.15 Reimbursement of overpayments

     5.16 Repayment of loans

     5.17 No claim for breach of trust

6.   POOL LEDGER ACCOUNTS

     6.1  Maintenance of Pool Ledger Accounts

     6.2  Ledger extracts

     6.3  Certified copy extracts

     6.4  Confidentiality

     6.5  Information

     6.6  Review of extracts

     6.7  Dispute of accuracy

[Sections 7 to 14 (inclusive) not used]

PART 3: SECURITY COVER AND CREDIT MONITORING

15.  SECURITY COVER

     15.1 Provision of Security Cover

     15.2 Letters of Credit

     15.3 Cash deposit

     15.4 Maintenance of Security Cover

     15.5 Failure to supply Security Cover

     15.6 Substitute Letter of Credit

16.  CREDIT MONITORING

     16.1 Determination of Security Cover

     16.2 Criteria for provision of Security Cover

     16.3 Six monthly variation

     16.4 Review of Security Cover

     16.5 Increase or Decrease of Security Cover

     16.6 Notification in respect of Security Cover

     16.7 Release from Security Cover Obligations

     16.8 No liability for amount of Security Cover

PART 4: BILLING AND PAYMENT PROCEDURES

17.  RECEIPT AND VERIFICATION OF INFORMATION

     17.1 Receipt of Information from Settlement System
          Administrator

     17.2 Information for each Settlement Day

     17.3 Information - taking of electricity

     17.4 Information - provision of electricity

     17.5 Information - Ancillary Services Provider

     17.6 Verification of Information

     17.7 Deemed Verification

     17.8 Rectification of Errors

     17.9 Amounts in Advice Notes; Adjustments

    17.10 Postponed Payment Date

    17.11 Further notification

    17.12 Payment by Pool Debtor

    17.13 Liability several

18.  ADVICE NOTES

     18.1 Despatch of Advice Notes

     18.2 Method of despatch

     18.3 Content of Advice Notes

     18.4 Interest

19.  PAYMENT PROCEDURE

     19.1 Instructions for payment

     19.2 Pool Funds Administrator's responsibilities

     19.3 Non-payment by Pool Member

     19.4 Excess payments

     19.5 Payment to Pool Creditors

     19.6 Making good the Pool Reserve Account

     19.7 Prohibition on transfers

     19.8 Application of payments

     19.9 Bank contacts

20.  ALTERNATIVE PAYMENT PROCEDURE

     20.1 Alternative Payment procedure

     20.2 Pool Debtor to effect remittance

     20.3 Receipt of remittance

     20.4 Method of remittance

     20.5 Notification of non-payment

     20.6 Payment default

     20.7 Late payment

     20.8 Payments to Pool Creditors

     20.9 Construction

21.  PAYMENT DEFAULT

     21.1 Payment default

     21.2 Amount in default likely to be remedied

     21.3 Loans part of Pool Reserve Assets

     21.4 Repayment of loans

     21.5 Reduction of payments to Pool Creditors

     21.6 Obligation to mace calls

     21.7 Indemnification by non-paying Pool Debtor

     21.8 Notification to Pool Creditors

     21.9 Default Interest

    21.10 Application of payments

    21.11 Clearing of Pool Clearing Account

    21.12 Credit Facility

22.  CONFIRMATION NOTICES

     22.1 Despatch of Confirmation Notices

     22.2 Information - taking of electricity

     22.3 Information - supplies of electricity

     22.4 Information - Ancillary Services Provider

     22.5 Interest

23.  PAYMENT ERRORS

     23.1 Overpayments

     23.2 Repayment of overpayment (1)

     23.3 Repayment of overpayment (2)

     23.4 Underpayments

24.  ENFORCEMENT OF CLAIMS

     24.1 Notification of amount in default

     24.2 Duties of Pool Funds Administrator

     24.3 Notice before action

     24.4 Proceedings to Recover Overdue Amounts

25.  CREDIT FACILITY: PAYMENT DEFAULTS

     25.1 Purpose of Credit Facility

     25.2 Modification of other provisions of this Schedule

     25.3 Payment default

     25.4 Amounts in default

     25.5 Application of payments

     25.6 Payments to Facility Bank

     25.7 Reduction in payments to Pool Creditors

     25.8 Enforcement of Claims and other provisions

     25.9 Unavailability of Credit Facility

    25.10 Interpretation

26.  CREDIT FACILITY: GENERAL

     26.1 Notifications to the Executive Committee

     26.2 Notifications to Providing Members

     26.3 Amendment and Cancellation

     26.4 Extension and Renewal

     26.5 Fees not attributable to a particular Providing Member

     26.6 No additional charge

     Annex 1:  Form of Advice Note

     Annex 2:  Form of Confirmation Notice

     Annex 3:  Part 1 - Form of Settlement Account Designation

               Part 2 - Form of Change of Settlement Account

     Annex 4:  Form of Letter of Credit

<PAGE>

                           SCHEDULE 11

                     Billing and Settlement

                             PART 1

                           PRELIMINARY

1.   DEFINITIONS AND INTERPRETATION

     1.1  Definitions: In this Schedule, except where the context
otherwise requires:-

     "Advice Note" means a statement substantially in the form
     and containing the information set out in Annex 1 (or in
     such other form or containing such further information as
     may from time to time be specified by the Executive
     Committee) issued in the name of the Pool Funds
     Administrator to a Pool Member, the Ancillary Services
     Provider or the Grid Operator;

     "Approved Credit Rating" means, in relation to a Pool Member
     or the Grid Operator a short-term debt rating of not less
     than A1 by Standard and Poor's Corporation or a rating of
     not less than P1 by Moody's Investors Service or an
     equivalent rating from any other reputable credit rating
     agency approved by the Executive Committee;

     "Banking System" means the banking system described in
     Section 4, for the transfer of funds from Pool Debtors to
     Pool Creditors in accordance with this Schedule, as amended
     or replaced from time to time in accordance with the
     provisions of the Agreement;

     "Billing System" means the systems and procedures described
     in Sections 18 and 22 for the issuing of Advice Notes and
     Confirmation Notices by the Pool Funds Administrator to Pool
     Members, the Ancillary Services Provider and the Grid
     Operator, as amended or replaced from time to time in
     accordance with the provisions of the Agreement;

     "CHAPS" means the Clearing House Automated Payments System;
     
     "Collection Account" means an account denominated in
     sterling maintained by the Pool Funds Administrator at a
     branch of a Settlement Bank, and designated from time to
     time as a Collection Account in accordance with Section 4;

     "Confirmation Notice" means a statement substantially in the
     form and containing the information set out in Annex 2 (or
     in such other form or containing such further information as
     may from time to time be specified by the Executive
     Committee) issued in the name of the Pool Funds
     Administrator to a Pool Member, the Ancillary Services
     Provider or the Grid Operator;

     "Credit Facility" means the credit facility in a principal
     amount of up to pounds 20,000,000 provided to the Pool Funds
     Administrator by Barclays Bank PLC (acting through its
     branch at 54 Lombard Street, London EC3 9EX) with effect
     from 1st January, 1993 as from time to time extended,
     renewed or modified and any other facility provided to the
     Pool Funds Administrator by Barclays Bank PLC or any other
     bank (approved by the Executive Committee) whether in
     substitution for or in addition to the same in any such case
     on terms approved by the Executive Committee;

     "Credit Facility Contribution" means a sum equal to 5 per
     cent. of the fees (and any additional amounts payable under
     the terms of the Credit Facility which are not the
     responsibility of any particular Providing Member or the
     Grid Operator) charged under the Credit Facility to the Pool
     Funds Administrator;

     "Default Interest Rate" means:

     (i)  a rate per annum determined by the Pool Funds
          Administrator to be equal to the aggregate of:

          (a)  4 per cent. per annum; and

          (b)  the Pool Banker's base lending rate from time to
          time; or

     (ii) such other rate as the Executive Committee may from
     time to time determine;

     "Facility Bank" means Barclays Bank PLC (acting through its
     branch at 54 Lombard Street, London EC3 9EX) or such other
     bank as may from time to time provide a Credit Facility;

     "Funds Transfer Agreement" means the agreement of that name
     dated 30th March, 1990 and made between Energy Pool Funds
     Administration Limited, Barclays Bank PLC, the Pool Members
     named therein and The National Grid Company plc, as amended,
     varied, supplemented, modified or suspended from time to
     time in accordance with the terms hereof and thereof;

     "Funds Transfer Business" means the business of the Pool
     Funds Administrator in operating the Funds Transfer System
     and providing the Services;

     "Funds Transfer Hardware" has the meaning ascribed to it in
     Schedule 15;
     
     "Funds Transfer Software" has the meaning ascribed to it in
     Schedule 15;
     
     "Funds Transfer System" means the Banking System, the
     Billing System and the Information Systems;
     
     "Information Systems" means the information systems
     described in Section 3 for the transfer of information to be
     given by or to the Pool Funds Administrator in connection
     with the Funds Transfer Business, as amended or replaced
     from time to time in accordance with the provisions of the
     Agreement;
     
     "Letter of Credit" means an unconditional irrevocable
     standby letter of credit substantially in the form set out
     in Annex 4 (or such other form as the Executive Committee
     may approve) issued for the account of a Providing Member or
     the Grid Operator in sterling in favour of the Pool Funds
     Administrator as trustee on the trusts set out in Section 5
     by any United Kingdom clearing bank or any other bank which
     has a long term debt rating of not less than single A by
     Standard and Poor's Corporation or by Moody's Investors
     Service, or such other bank as the Executive Committee may
     approve, and which shall be available for payment at a
     branch of the issuing bank;
     
     "Notification Date" means, in respect of any Settlement Day,
     the day specified in the Payments Calendar as the day on
     which the Settlement Run shall be required to be delivered
     by the Settlement System Administrator to the Pool Funds
     Administrator for that Settlement Day;
     
     "Notified Payment" means a payment notified in accordance
     with Section 18 by the Pool Funds Administrator to a Pool
     Member, the Ancillary Services Provider or the Grid Operator
     as being a payment required to be cleared through the Pool
     Clearing Account;
     
     "Notified Payments System" means the system to be
     established by Section 19 for the settling of Notified
     Payments, as amended or replaced from time to time in
     accordance with the provisions of the Agreement;
     
     "Payment Date" means, in relation to any Settlement Day, the
     date fixed in accordance with Section 2 upon which Notified
     Payments in respect of supplies of electricity, the
     provision of Ancillary Services and payments due in
     accordance with the provisions of Clause 49 of the Agreement
     must be settled in accordance with this Schedule;
     
     "Payments Calendar" means the calendar prepared and issued
     in accordance with Section 2 showing a Notification Date and
     a Payment Date in respect of each Settlement Day;
     
     "Pool Accounts" means the Pool Clearing Account, the Pool
     Borrowing Account, the Pool Reserve Account and the
     Collection Accounts and such other accounts as may be
     established in accordance with sub-section 4.2;
     
     "Pool Banker" means Barclays Bank PLC or such o her person
     nominated from time to time by the Executive Committee as
     Pool Banker and appointed as Pool Banker;
     
     "Pool Borrowing Account" means the account of that title in
     the name of the Pool Funds Administrator with the Facility
     Bank which may from time to time be opened in respect of the
     Credit Facility;

     "Pool Clearing Account" means the account in the name of the
     Pool Funds Administrator (holding as trustee on the trusts
     set out in Section 5) with the Pool Banker to which Notified
     Payments are required to be transferred for allocation to
     Pool Creditors in accordance with their respective
     entitlements;
     
     "Pool Creditor" means each Pool Member, the Ancillary
     Services Provider and the Grid Operator to whom moneys are
     payable pursuant to the terms of this Schedule, other than a
     Providing Member or the Grid Operator, in respect of (i)
     amounts standing to the credit of its account with the Pool
     Reserve Account or (ii) amounts owing to it by another
     Providing Member or (as the case may be) the Grid Operator
     pursuant to the operation of sub-section 21.1;
     
     "Pool Debt" means, in respect of a Pool Member, the
     Ancillary Services Provider or the Grid Operator, the
     aggregate amount payable by such Pool Member, the Ancillary
     Services Provider or (as the case may be) the Grid Operator
     pursuant to the terms of this Schedule;
     
     "Pool Debtor" means each Pool Member, the Ancillary Services
     Provider and the Grid Operator, but in any such case only
     where it is required to make payment under this Schedule;
     
     "Pool Ledger Accounts" means the accounting records required
     to be maintained by the Pool Funds Administrator in
     accordance with Section 6 for the recording of transactions
     settled in accordance with this Schedule;
     
     "Pool Reserve Account" means the account established
     pursuant to subsection 4.2 for the purpose of holding a cash
     deposit which may be used in or towards clearing the Pool
     Clearing Account in accordance with Section 21;
     
     "Pool Reserve Assets" has the meaning given to that
     expression in subsection 5.12;
     
     "Providing Member" means each Pool Member who may, under the
     terms of this Schedule, become at any time a Pool Debtor;
     
     "Reserve Interest Rate" means the rate of interest payable
     from time to time by the Pool Banker on amounts standing to
     the credit of the Pool Reserve Account;
     
     "Security Amount" means, in respect of a Providing Member or
     the Grid Operator (as the case may be), the aggregate of
     available amounts of each outstanding Letter of Credit plus
     the principal amount (if any) of cash that such Providing
     Member or the Grid Operator has paid to the credit of the
     Pool Reserve Account (and which has not been repaid to such
     Providing Member or the Grid Operator) and less the amount
     of all outstanding loans deemed to be made under paragraphs
     21.1.3 or 21.1.5 of this Schedule to such Providing Member
     or the Grid Operator. For the purposes of this definition,
     in relation to a Letter of Credit, "available amount" means
     the face amount thereof less (i) payments already made
     thereunder and (ii) claims made thereunder but not yet paid;
     
     "Security Cover" means, in respect of each Providing Member
     and the Grid Operator, the aggregate amount for the time
     being which it shall be required by the Executive Committee
     to provide and maintain by way of security in accordance
     with Part 3;
     
     "Services" means the services and responsibilities to be
     supplied or discharged by the Pool Funds Administrator
     pursuant to the Agreement;
     
     "Settlement Account" means, in relation to a Pool Member,
     the Ancillary Services Provider or the Grid Operator, an
     account maintained at a Settlement Bank and designated in
     accordance with sub-section 4.4;
     
     "Settlement Account Designation" means a notice
     substantially in the form set out in Part 1 of Annex 3 or in
     such other form as may be specified by the Executive
     Committee, completed and signed by a Pool Member, the
     Ancillary Services Provider or the Grid Operator designating
     a Settlement Account for the purposes of this Schedule;
     
     "Settlement Bank" means a bank which:
     
     (a)  has its head office or a branch situated in the United
          Kingdom and which holds sterling denominated accounts
          at such office or branch;

     (b)  is a settlement member of the Clearing House Automated
          Payment System ("CHAPS") or is a CHAPS participant by
          virtue of an agency agreement with a settlement member;
          and

     (c)  is either:-

          (i)  a European institution under the Banking
               Coordination (Second Council Directive)
               Regulations 1992; or

          (ii) an authorized institution under the Banking Act
               1987;

     "Settlement Bank Mandate" means any mandate referred to in
     sub-section 4.7 to be given by the Pool Funds Administrator
     in favour of a Settlement Bank or, as the context may
     require, a particular one of them in such form(s) as the
     Executive Committee may approve, such approval not to be
     unreasonably withheld, such mandate being given for the
     purpose of establishing and maintaining a Collection
     Account;
     
     "Settlement Re-run" means any re-run of Settlement in
     accordance with Part XII of the Agreement;

     "Settlement Run" means, in respect of transactions occurring
     on the relevant Settlement Day for which payments are to be
     settled pursuant to this Schedule, the data which the
     Settlement System Administrator is required to deliver from
     time to time to the Pool Funds Administrator pursuant to
     Section 17 in respect of such transactions; and
     
     "Shortfall" has the meaning given to that expression in
     sub-section 5.7.


1.2  Interpretation: In this Schedule, except where the context
     otherwise requires, references to a particular Annex, Part,
     Section, sub-section, paragraph or subparagraph shall be a
     reference to that Annex to or Part of this Schedule or, as
     the case may be, that Section, sub-section, paragraph or
     sub-paragraph in this Schedule and references to any amount
     being exclusive or inclusive of United Kingdom Value Added
     Tax shall mean that that amount is exclusive or inclusive
     (as the case may be) of a sum equal to such amount, if any,
     of United Kingdom Value Added Tax as is properly chargeable
     on the supply to which the firstmentioned amount is
     attributable as being all or part of the consideration for
     that supply.

<PAGE>

                             PART 2
                                
                    ESTABLISHMENT OF SYSTEMS
                                
2.   PAYMENTS CALENDAR

2.1  Preparation: No later than 31st January in each year the
     Pool Funds Administrator and the Settlement System
     Administrator shall agree on a Payments Calendar showing for
     the period from 1st April in that year to 31st March in the
     next succeeding year (both dates inclusive) the Payment
     Dates on which payments pursuant to the Agreement in respect
     of supplies of electricity, the provision of Ancillary
     Services and in respect of sums payable by the Grid Operator
     in relation to Transport Uplift on each Settlement Day are
     required to be settled and showing the Notification Dates on
     which the Settlement Run in respect of such supplies shall
     be delivered by the Settlement System Administrator to the
     Pool Funds Administrator.

2.2  Principles: Each Payments Calendar shall give effect to the
     following principles:

     2.2.1     the Settlement Run shall be required to be
          delivered by the Settlement System Administrator to the
          Pool Funds Administrator no later than the 24th day
          after the Settlement Day to which the Settlement Run
          relates (or, if such day is not a Business Day, the
          next succeeding day which is a Business Day);

     2.2.2     the Payment Date shall not fall earlier than two
          clear Business Days after the day on which the
          Settlement Run is required to be delivered by the
          Settlement System Administrator to the Pool Funds
          Administrator;

     2.2.3     expressed as an average over the entire period
          covered by the Payments Calendar, the Payment Date
          shall fall, as near as practicable, 28 days after the
          Settlement Day to which it relates; and

     2.2.4     each Payment Date shall fall as close as is
          reasonably practicable to the 28th day after the
          Settlement Day to which it relates,

     and shall be prepared in accordance with the relevant Agreed
     Procedure.

2.3  Form: The Payments Calendar shall be in such form as the
     Executive Committee shall from time to time prescribe.

2.4  Default: If the Pool Funds Administrator and the Settlement
     System Administrator shall fail to agree a Payments Calendar
     for any period by the date stated in sub-section 2.1 or the
     Payments Calendar prepared by them does not give effect to
     the principles set out in sub-section 2.2, the Executive
     Committee shall prepare or cause to be prepared a Payments
     Calendar for that period giving effect to the said
     principles and that shall be the Payments Calendar for use
     for that period.

2.5  Distribution: Any Payments Calendar prepared pursuant to
     this Section 2 shall be distributed promptly to each Pool
     Member, the Ancillary Services Provider, the Grid Operator,
     the Pool Banker, the Pool Auditor and the Director and (if
     prepared by the Pool Funds Administrator and the Settlement
     System Administrator) the Executive Committee and (if
     prepared by or for the Executive Committee) the Pool Funds
     Administrator and the Settlement System Administrator.

3.   INFORMATION SYSTEMS

3.1  Provision of information: Unless otherwise required by the
     Executive Committee, all written information to be given by
     or to the Pool Funds Administrator in connection with the
     Banking System and the Billing System shall be provided in
     the following manner:-

     3.1.1     for information flowing between the Pool Funds
          Administrator, the Settlement System Administrator, the
          Ancillary Services Provider and the Grid Operator by
          electronic mail as designated from time to time by the
          recipient in a written notice to the sender of the
          information or if such electronic mail systems are not
          operational by the Effective Date then, until such
          systems are operational, by such means as such parties
          shall agree;

     3.1.2     for information flowing between the Pool Funds
          Administrator and the Pool Banker, in the manner
          prescribed in the Funds Transfer Agreement or in such
          other manner as may be agreed between the Pool Funds
          Administrator and the Pool Banker;

     3.1.3     for information flowing between the Pool Funds
          Administrator and a Settlement Bank, in the manner
          prescribed in the relevant Settlement Bank Mandate or
          in such manner as may be agreed between the Pool Funds
          Administrator and the Settlement Bank;

     3.1.4     for information flowing between the Pool Funds
          Administrator and any Pool Member who has installed an
          electronic mail transfer system compatible with the
          Pool Funds Administrator's electronic mail transfer
          system, by electronic mail as designated from time to
          time by the recipient in a written notice to the sender
          of the information; and

     3.1.5     for information flowing between the Pool Funds
          Administrator and any other Pool Member, by facsimile
          transmission and addressed for the attention of the
          Authorized Person (as defined in sub-section 3.3) for
          such Pool Member and sent to the then latest facsimile
          number of such Authorized Person noticed to the Pool
          Funds Administrator pursuant to sub-section 3.3
          provided that, if at the relevant time there is no
          Authorized Person for such Pool Member, such
          information shall be sent by facsimile transmission and
          addressed for the attention of the company secretary of
          such Pool Member and sent to the facsimile number of
          its registered or principal office.

3.2  Communications Equipment: Each Party undertakes to exercise
     reasonable skill and care to ensure that its communications
     equipment at all tunes is adequate to transmit and receive
     information in connection with the Banking System and the
     Billing System. In the case of any breakdown, failure or
     non-availability of the communications or other equipment,
     each Party affected shall use all reasonable efforts to
     agree promptly on the use and implementation of alternative,
     effective and secure means of communication (and; in default
     of agreement, notices or other communications shall be by
     letter delivered or sent in accordance with Clause 75).

3.3  Authorized persons: Upon written request of the Pool Funds
     Administrator each Pool Member shall (and may of its own
     accord) provide the Pool Funds Administrator in writing with
     the name of, and communication details for, one   or more
     individuals ("Authorized Persons") who are authorized (and,
     until it receives written notice to the contrary, the Pool
     Funds Administrator shall be entitled to assume that they
     are authorized) to take action on behalf of such Pool Member
     in respect of all communications and other dealings under
     this Schedule between the Pool Funds Administrator and such
     Pool Member. Each Pool Member shall promptly advise the Pool
     Funds Administrator in writing of any change of any such
     individual or his communication details. The Pool Funds
     Administrator shall notify all Pool Members and the
     Executive Committee of the names and communication details
     of all Authorized Persons and of any change in any such
     individual or his communication details.

4.   BANKING SYSTEM

4.1  Funds Transfer Agreement: On the Effective Date the Pool
     Funds Administrator, the Pool Banker, each Pool Member and
     NGC (in each case as at such date) entered into the Funds
     Transfer Agreement.

4.2  Establishment of Accounts: The Pool Funds Administrator
     shall establish and operate in accordance with the Agreement
     and the Funds Transfer Agreement a Pool Clearing Account to
     and from which all payments calculated in accordance with
     this Schedule are to be made, a Pool Reserve Account from
     which any debit balances on the Pool Clearing Account at the
     close of banking business on each Business Day shall be
     settled or reduced in accordance with this Schedule, a
     Collection Account at each bank at which, from time to time,
     any Pool Member, the Ancillary Services Provider or the Grid
     Operator maintains a Settlement Account and such other
     accounts (including a Pool Borrowing Account on which the
     Pool Funds Administrator may make drawings under the Credit
     Facility) as the Pool Funds Administrator (with the prior
     written consent of the Executive Committee) considers
     desirable to enable it efficiently to perform any
     obligations imposed on it pursuant to the Agreement. Each
     Pool Account shall be in the name of the Pool Funds
     Administrator and (save for the Pool Borrowing Account)
     shall be designated as being held in trust in accordance
     with the provisions of Section 5. The Pool Funds
     Administrator shall not commingle any funds standing to the
     credit of any Pool Account with its own personal funds.

4.3  Rights and obligations under Funds Transfer Agreement: The
     Pool Funds Administrator is authorized by the Pool Members,
     the Ancillary Services Provider and the Grid Operator to
     exercise the rights granted to it under, and shall perform
     its obligations pursuant to, the Funds Transfer Agreement
     except that it shall not remove the Pool Banker without the
     prior written consent of the Executive Committee; and that
     at the request of the Executive Committee it shall remove
     the Pool Banker in accordance with the Funds Transfer
     Agreement. Subject to the agreement of the Pool Banker, the
     Parties agree promptly to give effect to any amendment to
     the Funds Transfer Agreement as may be required by the
     Executive Committee.

4.4  Settlement Account: Each Pool Member, the Ancillary Services
     Provider and the Grid Operator shall deliver to the Pool
     Funds Administrator, in the case of a Pool Member, not later
     than the later of the Effective Date and 10 Business Days
     (or such lesser number of Business Days as the Executive
     Committee may, in respect of any Pool Member, by notice to
     such Pool Member and the Pool Funds Administrator specify)
     before it is admitted as a Pool Member, in the case of the
     Ancillary Services Provider, not later than the later of the
     Effective Date and the date of its admission as a Party and,
     in the case of the Grid Operator, not later than the date on
     which the Grid Operator first becomes a Pool Debtor, a duly
     completed and signed Settlement Account Designation
     providing details of the Settlement Account to which the
     Pool Funds Administrator is instructed to make payments to
     such person and, if such person wishes to designate a second
     account as its Settlement Account from which payments due
     from such person are to be transferred in accordance with
     this Schedule, providing details of such other account.

4.5  Further information: Each Pool Member, the Ancillary
     Services Provider and the Grid Operator shall also supply to
     the Pool Funds Administrator and the Executive Committee
     such information or (as the case may be) further information
     concerning its Settlement Account as shall be reasonably
     requested by the Executive Committee or the Pool Funds
     Administrator.

4.6  Change of Settlement Account: Each Pool Member, the
     Ancillary Services Provider and the Grid Operator may, in
     consultation with the Pool Funds Administrator and the Pool
     Banker, change its Settlement Account at any time by
     delivering to the Pool Funds Administrator and the Pool
     Banker a duly completed and signed notice substantially in
     the form set out in Part 2 of Annex 3 (or in such other form
     as may from time to time be specified by the Executive
     Committee) specifying the effective date of the change
     (which shall be no less than 10 Business Days after the
     notice is received by the Pool Funds Administrator).

4.7  Maintenance of Settlement Account and Settlement Bank
     Mandate: Each Pool Member, the Ancillary Services Provider
     and the Grid Operator shall, unless otherwise agreed by the
     Executive Committee, at all times maintain a Settlement
     Account and the Pool Funds Administrator shall enter into
     and maintain a Settlement Bank Mandate with each of the
     relevant Settlement Banks.

4.8  Details of Accounts: The Pool Funds Administrator shall
     supply full details to each Pool Member, the Ancillary
     Services Provider and the Grid Operator of the Pool Clearing
     Account, the Pool Reserve Account and any relevant
     Collection Account and, for so long as it is maintained, the
     Pool Borrowing Account and shall supply the Executive
     Committee with full details of all Pool Accounts and
     Settlement Accounts.

5.   ESTABLISHMENT OF TRUSTS

5.1  Trusts: The Pool Funds Administrator shall hold all moneys
     deposited with or paid to it (other than Pool Reserve
     Assets) and such rights as may from time to time be vested
     in it with regard to payment by Pool Members (apart from
     fees owed or paid to it for its services in accordance with
     Schedule 15 and any amounts payable to it pursuant to that
     Schedule upon its removal as Pool Funds Administrator or the
     expiry or termination of its appointment as such), by and
     from each Pool Debtor or with regard to the provision of
     Security Cover by each Pool Member or the Grid Operator
     including:-

     5.1.1     subject as provided in sub-section 5.2, all moneys
          from time to time standing to the credit of each Pool
          Account other than the Pool Reserve Account and the
          Pool Borrowing Account;

     5.1.2     all rights of the Pool Funds Administrator to call
          for payment or Security Cover;

     5.1.3     the Letters of Credit and all rights to, and
          (subject to sub-section 15.5) moneys representing, any
          proceeds therefrom other than proceeds repayable by
          loan in accordance with paragraphs 5.12.5 and 5.16; and
     
     5.1.4     any interest received or receivable in respect of
          a Pool Debt or a Pool Account (other than interest on
          the Pool Reserve Account),
     
     on trust for Pool Creditors in accordance with their
     respective individual entitlements as they arise in
     accordance with the Agreement. Upon termination of the said
     trust any residual balance after satisfaction of the
     entitlement of all Pool Creditors shall be held for
     Providing Members, the Ancillary Services Provider and the
     Grid Operator in accordance with their respective individual
     entitlements as they arise in accordance with the Agreement.

5.2  Trusts in respect of the Credit Facility: The Pool Funds
     Administrator shall hold all moneys from time to time
     standing to the credit of the Pool Clearing Account on trust
     first for the Facility Bank to the extent that there is an
     aggregate amount outstanding under the Credit Facility but
     on terms that no funds shall be withdrawn in favour of the
     Facility Bank except in satisfaction of a payment due to the
     Facility Bank under the terms of the Credit Facility or in
     accordance with this Schedule and on terms that the Pool
     Funds Administrator will be entitled to make payments out of
     the account to Pool Members and other Parties in accordance
     with the other provisions of this Schedule.

5.3  Rights of Pool Creditors other than the Ancillary Services
     Provider: The respective rights of Pool Creditors other than
     the Ancillary Services Provider to the assets held by the
     Pool Funds Administrator on the trusts set out in
     sub-section 5.1 shall be determined in accordance with the
     Agreement and in accordance with the following principles:

     5.3.1     the extent of each Pool Creditor's individual
          rights shall be deemed to consist of the aggregate of
          the claims (to the extent not paid or otherwise
          satisfied) of such Pool Creditor in respect of each
          Settlement Period; and

     5.3.2     the assets referred to in sub-section 5.1 shall be
          deemed to consist of a series of funds, each fund
          representing the rights or moneys owed, paid, held or
          otherwise attributable to each Settlement Period. The
          Pool Funds Administrator shall not be obliged to
          segregate moneys into separate funds.

5.4  Rights of Ancillary Services Provider: The rights of the
     Ancillary Services Provider to assets held on trust shall be
     determined in accordance with Section 23 of Schedule 9.

5.5  Trusts in respect of Pool Reserve Assets: The Pool Funds
     Administrator shall stand possessed of the Pool Reserve
     Assets on the following trusts, that is to say:-

     5.5.1     at any time when no amounts owed by Pool Debtors
          are overdue, on trust to repay (subject to and in
          accordance with the provisions of sub-sections 5.8 and
          5.9) to each Providing Member and the Grid Operator the
          respective share of such Providing Member or (as the
          case may be) the Grid Operator (determined in
          accordance with sub-section 5.13) of the Pool Reserve
          Assets; and

     5.5.2     with automatic effect as soon as any amount owed
          by a Pool Debtor becomes overdue, to hold an amount of
          the moneys credited from time to time to the Pool
          Reserve Account equal to the Shortfall or the amount
          held in the Pool Reserve Account attributable to such
          Pool Debtor (whichever is less) on the trusts set out
          in sub-section 5 1 and the balance (if any) shall be
          held on the trusts set out in paragraph 5.5.1.

5.6  Overdue amounts: In respect of a Pool Debtor and for the
     purposes of sub-section 5.5, an amount shall be deemed to
     become overdue at the time at which the Pool Funds
     Administrator becomes aware that such Pool Debtor has not
     made or will not make by 12:30 hours payment in full to the
     credit of the Collection Account of such Pool Debtor of such
     an amount as it is required on such day to make and, for as
     long as the Credit Facility remains unconditionally
     available, the Pool Funds Administrator considers in good
     faith that the amount in default is not likely to be
     remedied on the next Business Day and the amount overdue
     shall be the amount of the Shortfall.

5.7  Shortfall: The term "Shortfall", as used in this Section 5,
     means the amount from time to time of Notified Payments
     which have become overdue by application of the rule set out
     in sub-section 5.6 and which have not subsequently been paid
     (whether by remittance from a Pool Debtor, payment out of
     the Reserve Account or a call under a Letter of Credit). To
     the extent that the Pool Funds Administrator is unable to
     determine the precise amount of a Shortfall, it shall be
     deemed to be such amount as the Pool Funds Administrator and
     the Pool Banker shall agree, or failing agreement, the
     entire amount of the Notified Payment.

5.8  Providing Members' and the Grid Operator's rights to funds:
     Each Providing Member and the Grid Operator remitting funds
     for credit to the Pool Reserve Account agrees that the
     following terms shall apply. None of the remittances shall
     be repayable until a Providing Member has ceased to be a
     Pool Member or (as the case may be) the Grid Operator has
     ceased to be a Party and has paid in full all amounts
     actually or contingently owed by it to any Pool Creditor,
     the Settlement System Administrator or the Pool Funds
     Administrator. Furthermore, if and to the extent that, at
     any time when an amount would be repayable to a Providing
     Member or the Grid Operator pursuant to this sub-section
     5.8, all or any part of the Providing Member's or the Grid
     Operator's interest in the Pool Reserve Assets is
     represented by a loan to a Pool Member or the Grid Operator
     deemed to be made in accordance with paragraph 21.1.3 or
     21.1.5 the rights of a Providing Member or (as the case may
     be) the Grid Operator as against the Pool Funds
     Administrator to receive a payment of its share in the Pool
     Reserve Assets (or the relevant portion of such share) shall
     be conditional on repayment in full of the relevant loan.

5.9  Funds not to be withdrawn: Each Providing Member and the
     Grid Operator undertakes not to seek withdrawal of any funds
     to which it may be entitled except in the circumstances
     permitted by sub-section 5.10 or 16.7. The Pool Funds
     Administrator shall be entitled to disregard any purported
     notice of withdrawal not complying with this sub-section
     5.9.

5.10 Providing Members' and Grid Operator's rights to withdraw
     funds: Notwithstanding the sub-sections 5.8 and 5.9, if a
     Providing Member or (as the case may be) the Grid Operator
     is not in default in respect of any amount owed to a Pool
     Creditor:-

     5.10.1    the Pool Funds Administrator shall transfer to the
          relevant Providing Member or the Grid Operator
          quarterly its share of interest credited to the Pool
          Reserve Account; and

     5.10.2    the Pool Funds Administrator shall transfer to
          such Providing Member or the Grid Operator within a
          reasonable time after a written request of such
          Providing Member or (as the case may be) the Grid
          Operator therefor any amount of cash which exceeds the
          amount which such Providing Member or the Grid Operator
          is required to maintain in the Pool Reserve Account
          from time to time in accordance with Section 16.

5.11 Waiver of Providing Members' and Grid Operator's rights:
     Each Providing Member and the Grid Operator waives any right
     it might otherwise have to set off against any obligation
     owed to the Pool Funds Administrator, the Pool Banker, any
     Pool Member, the Ancillary Services Provider or the Grid
     Operator any claims such Providing Member or the Grid
     Operator may have to or in respect of the Pool Reserve
     Assets.

5.12 Pool Reserve Assets: "Pool Reserve Assets" means the
     aggregate of:-

     5.12.1    amounts from time to time credited to the Pool
          Reserve Account;
     
     5.12.2    amounts which any Providing Member or the Grid
          Operator is from time to time obligated to pay tot he
          Pool Funds Administrator for credit to the Pool Resrve
          Account and claims in respect of such amounts;
     
     5.12.3    interest accrued and accruing on the Pool Reserve
          Account;
     
     5.12.4    any amounts credited to the Pool Reserve Account
          pursuant to paragraph 15.4.3; and
     
     5.12.5    any loans deemed to be made from any amounts
          credited to the Pool Reserve Account pursuant to
          paragraph 21.1.3 or 21.1.5.
     
5.13 Providing Members' and Grid Operator's rights and interests
     in the Pool Reserve Account: At any time when it is
     necessary to determine the respective rights and interests
     of Providing Members and the Grid Operator in and to funds
     standing to the credit of the Pool Reserve Account, such
     rights shall be determined in accordance with the following
     rules:-

     5.13.1    any amount withdrawn from the Pool Reserve Account
          following the occurrence of a Shortfall which the Pool
          Funds Administrator has determined to be attributable
          to a particular Providing Member or (as the case may
          be) the Grid Operator (the "Relevant Provider")
          (irrespective of the existence or otherwise of actual
          fault on the part of the Relevant Provider) shall in
          the first instance reduce pro tanto the Relevant
          Provider's interest in the Pool Reserve Assets;
     
     5.13.2    if, in any circumstances described in paragraph
          5.13.1, the Shortfall exceeds the Relevant Provider's
          interest in the Pool Reserve Account, then any excess
          required to be withdrawn from the Pool Reserve Account
          shall reduce the respective interests of Providing
          Members and the Grid Operator, other than the Relevant
          Provider, in proportion to their respective interests
          in the Pool Reserve Account prior to the withdrawal;
     
     5.13.3    any proceeds of a Letter of Credit which are to be
          credited to the Pool Reserve Account pursuant to sub-
          section 5.16, and any amounts paid by a Relevant
          Provider to make up a payment out of the Pool Reserve
          Account, shall be applied in priority in or towards
          reinstating (rateably among themselves) the respective
          interests of Providing Members and the Grid Operator
          other than the Relevant Provider in the Pool Reserve
          Account;
     
     5.13.4    subject to the rules set out in paragraphs 5.13.1
          to 5.13.3 (inclusive), the respective rights of each
          Providing Member and the Grid Operator in and to funds
          standing to the credit of the Pool Reserve Account
          shall be to receive (subject to sub-sections 5.8 and
          5.9) an amount equal to the aggregate amounts remitted
          by the Providing Member and the Grid Operator to the
          Pool Reserve Account and not subsequently withdrawn,
          together with a proportionate share of any interest
          from time to time credited to the Pool Reserve Account;
          and
     
     5.13.5    in the absence of a Shortfall, any amounts
          credited to the Pool Reserve Account following a call
          under a Letter of Credit pursuant to sub-section 15.5
          shall be considered as an interest in the Pool Reserve
          Assets of the Relevant Provider in respect of the
          relevant Letter of Credit.
     
5.14 Overpayments to be held on trust: If and to the extent that
     payments under this Schedule actually made on any day by the
     Pool Funds Administrator to Pool Members or the Ancillary
     Services Provider in respect of supplies of electricity
     under the Agreement or the provision of Ancillary Services
     do not correspond exactly with their respective payment
     entitlements established in accordance with the Agreement in
     relation to supplies of electricity or the provision of
     Ancillary Services in respect of that same day, then the
     person receiving any overpayment shall receive and be deemed
     to hold the amount of such overpayment on trust for the Pool
     Member or rateably for the Pool Members, the Ancillary
     Services Provider or (as the case may be) for the Grid
     Operator which, in respect of that same day was (were)
     underpaid and, on the written instruction of the Pool Funds
     Administrator, shall account in accordance with sub-section
     23.2 to the Pool Funds Administrator accordingly for
     redistribution of the moneys.

5.15 Reimbursement of overpayments: Subject to sub-sections 5.8
     and 5.14, all payments under this Schedule shall be made on
     the basis that a Pool Member or the Grid Operator shall only
     be entitled to claim reimbursement of an overpayment made by
     it (whether to the Pool Funds Administrator or (through the
     Pool Funds Administrator) to another Pool Member, the
     Ancillary Services Provider or the Grid Operator) if, and
     then only to the extent that:-

     (a)  the aggregate amounts paid by the Pool Member or (as
          the case may be) the Grid Operator in respect of the
          relevant Payment Date
     
     exceed
     
     (b)  the total amounts payable by that Pool member or (as
          the case may be) the Grid Operator to Pool Creditors in
          respect of that Payment Date together with all amounts
          (if any) overdue by that Pool Member or (as the case
          may be) the Grid Operator in respect of periods prior
          to the relevant Payment Date.

5.16 Repayment of Loans: Notwithstanding their rights pursuant to
     sub-section 5.1 in and to Letters of Credit and the proceeds
     thereof, Pool Creditors agree that if:-

     5.16.1    a payment is received under a Letter of Credit
          after a sum has been withdrawn from the Pool Reserve
          Account to make good (in whole or in part) a
          discrepancy between amounts owed and amounts received
          by the due time on a particular Payment Date; and
     
     5.16.2    the aggregate of the amounts paid out of the Pool
          Reserve Account and paid under the Letter of Credit
          exceeds the amounts owed in respect of the relevant
          Payment Date,
     
     then any excess paid under the Letter of Credit over the
     amount then remaining unpaid in respect of the relevant
     Payment Date shall be credited to the Pool Reserve Account.
     Where appropriate, any such credit shall pro tanto
     constitute repayment of any loans deemed to be made pursuant
     to paragraphs 21.1.3 or 21.1.5.

5.17 No claim for breach of trust: Provided that the Pool Funds
     Administrator carries out its duties under the Agreement,
     none of the Pool Members, Ancillary Services Provider nor
     the Grid Operator shall have any claim against the Pool
     Funds Administrator for breach of trust or fiduciary duty
     arising solely out of any discrepancy between payments
     actually made in respect of any day and the entitlement of
     Pool Members, Ancillary Services Provider or the Grid
     Operator to receive payments in respect of that same day.
     
6.   POOL LEDGER ACCOUNTS

     6.1  Maintenance of Pool Ledger Accounts: The Pool Funds
          Administrator shall maintain ledger accounts showing
          all amounts payable and receivable by each Pool Member,
          the Ancillary Services Provider and the Grid Operator
          according to calculations made and notifications issued
          by the Pool Funds Administrator pursuant to this
          Schedule.
     
     6.2  Ledger extracts: Each Pool Member, the Ancillary
          Services Provider and the Grid Operator shall be
          entitled to receive a quarterly extract of the ledger
          account which is relevant to it showing all amounts
          debited and credited to its account provided that, if a
          Pool Member, the Ancillary Services Provider or the
          Grid Operator so requests of the Pool Funds
          Administrator, it shall be entitled to receive a
          monthly extract of such ledger account.
     
     6.3  Certified copy extracts: Without prejudice to the
          generality of the general duties and responsibilities
          of the Pool Funds Administrator set out in Schedule 15,
          in the event of any enforcement proceedings being
          brought by a Pool Creditor against a non-paying Pool
          Member or the Grid Operator, the Pool Funds
          Administrator shall forthwith upon request being made
          to it at the cost of the requesting Pool Creditor
          provide a certified copy of an extract of the ledger
          accounts sufficient to establish the details of each
          transaction in respect of which the Pool Creditor has a
          claim against the non-paying Pool Member or the Grid
          Operator.
     
     6.4  Confidentiality: The ledger accounts maintained by the
          Pool Funds Administrator shall be kept confidential in
          accordance with Part XVIII of the Agreement from
          Committee Members and from all Pool Members and the
          Grid Operator (except as required pursuant to Clause
          63.1.5 or 63.1.6 or sub-section 6.2 or 6.3) but the
          Pool Funds Administrator shall disclose such ledger
          accounts to the Pool Auditor for the purpose of any
          audit requested to be conducted pursuant to Part IX of
          the Agreement.

     6.5  Information: Any extract of a ledger account of any
          other records, data or information provided pursuant to
          Clause 63.1.5 or 63.1.6 or sub-section 6.2
          (collectively referred to in this Section 6 as the
          "information") shall, save in the case of manifest
          error, be deemed prima facie evidence of its contents.
     
     6.6  Review of extracts: Each Pool Member, the Ancillary
          Services Provider and the Grid Operator shall promptly
          review all extracts of ledger accounts sent to it and
          shall (without prejudice to any of its rights under the
          Agreement) where practicable within 10 Business Days
          after receiving such information notify the Pool Funds
          Administrator of any errors in such account of which it
          is aware.

     6.7  Dispute of accuracy: If the Pool Funds Administrator at
          any time receives a notice disputing the accuracy of
          any ledger account, records, data or information, it
          shall consult with the Pool Member who gave the notice,
          the Ancillary Services Provider or (as the case may be)
          the Grid Operator and each shall use all reasonable
          endeavours to agree the information. Promptly after
          agreement is reached, the Pool Funds Administrator
          shall, if necessary, issue corrected information and
          notifications under the provisions of sub-section 17.8.

[Section 7 to 14 (inclusive) not used].
                             
<PAGE>                             

                             PART 3

              SECURITY COVER AND CREDIT MONITORING

15.  SECURITY COVER

15.1 Provision of Security Cover: Each Providing Member and the
     Grid Operator shall provide Security Cover from time to time
     in accordance with the following provisions:-

     15.1.1    each Providing Member and the Grid Operator (with
          the exception of any entity of or wholly-owned or
          Controlled by the United Kingdom Government) shall:-

          (a)  deliver to the Pool Funds Administrator evidence
               reasonably satisfactory to the Executive Committee
               that:

               (i)  it presently holds an Approved Credit Rating;
                    or

               (ii) it has provided and is not in default under
                    alternative or additional security as may be
                    approved from time to time by unanimous
                    decision of all Committee Members (Committee
                    Members being under no obligation to approve
                    any such security); or

          (b)  comply with the provisions of paragraph 15.1.3;

     15.1.2    in addition to the provisions of paragraph 15.1.1
          but subject as provided in Sections 21.12 and 25:-

          (a)  each Supplier (including any Supplier which is an
               entity of or wholly-owned or Controlled by the
               United Kingdom Government) shall, not later than
               the date of its admission as a Pool Member,
               deliver to the Pool Funds Administrator:

               (i)  a Letter of Credit (available for an initial
                    period of not less than 12 months); and

               (ii) cash for credit to the Pool Reserve Account,

               in both cases in such amount as shall be notified
               by the Executive Committee in accordance with
               Section 16; and

          (b)  each Providing Member, not being a Supplier,
               (including any entity of or wholly-owned or
               Controlled by the United Kingdom Government and
               not referred to in paragraph 15.1.2(a) above)
               shall, not later than the date of its admission as
               a Pool Member or 31st March, 1995 (whichever is
               the later) and the Grid Operator shall, not later
               than 1st April, 1997, deliver to the Pool Funds
               Administrator:

               (i)  a Letter of Credit (available for an initial
                    period of not less than 12 months); and

               (ii) cash for credit to the Pool Reserve Account,

               in both cases in such amount as shall be notified
               by the Executive Committee in accordance with
               Section 16;

     15.1.3    each Providing Member and the Grid Operator
          mentioned in paragraph 15.1.1 to which paragraph (b) of
          paragraph 15.1.1 applies and (if paragraph (b) of
          paragraph 15.1.1 applies to it) the Grid Operator shall
          immediately be required (in addition to its
          obligations, if any, under paragraph 15.1.2) to deliver
          to the Pool Funds Administrator a Letter of Credit
          (available for an initial period of not less than 12
          months) or cash for credit to the Pool Reserve Account
          in such amount and in such proportions as shall be
          notified by the Executive Committee in accordance with
          Section 16.

15.2 Letters of Credit: For the avoidance of doubt nothing in
     sub-section 15.1 or 15.6 shall prevent any Providing Member
     or the Grid Operator from delivering a single Letter of
     Credit in respect of its obligations under paragraphs 15.1.2
     and 1 5.1 .3.

15.3 Cash deposit: Any cash amount delivered to the Pool Funds
     Administrator for credit to the Pool Reserve Account shall
     be held on the terms set out in Section 5. Amounts standing
     to the credit of the Pool Reserve Account shall bear
     interest at the Reserve Interest Rate.

15.4 Maintenance of Security Cover: Each Providing Member and the
     Grid Operator shall be required to provide and at all times
     thereafter maintain a Security Amount equal to or more than
     the Security Cover applicable to it in such aggregate amount
     as shall be set from time to time in accordance with this
     Part 3. Immediately upon any reduction occurring in the
     Security Amount provided by any Providing Member or the Grid
     Operator or any Letter of Credit being for any reason drawn
     down (and including the deemed making of any loan to that
     Providing Member or the Grid Operator under the provisions
     of paragraph 21.1.3 or 21.1.5) the Providing Member or as
     the case may be) the Grid Operator will procure that new
     Letters of Credit are issued or existing Letters of Credit
     are reinstated (to the satisfaction of the Pool Funds
     Administrator) to their full value or that cash is placed to
     the credit of the Pool Reserve Account in an amount required
     to restore the Security Amount to an amount at least equal
     to the Security Cover applicable to the Providing Member or
     (as the case may be) the Grid Operator and in such
     proportions of Letters of Credit and cash as this Part 3
     requires. Not later than 10 Business Days before any
     outstanding Letter of Credit is due to expire, the Providing
     Member or the Grid Operator providing such Letter of Credit
     shall procure to the satisfaction of the Pool Funds
     Administrator that its required Security Amount will be
     available for a further period of not less than 12 months
     which may be done in one of the following ways:

     15.4.1    (subject to the issuing bank continuing to have
          the credit rating referred to in sub-section 15.6)
          provide the Pool Funds Administrator with confirmation
          from the issuing bank that the validity of the Letter
          of Credit has been extended for a period of not less
          than 12 months on the same terms and otherwise for such
          amount as is required by this Part 3; or

     15.4.2    provide the Pool Funds Administrator with a new
          Letter of Credit issued by an issuing bank with the
          credit rating required by this Schedule for an amount
          at least equal to the required Security Amount
          applicable to it (less its balance on the Pool Reserve
          Account) which Letter of Credit shall be available for
          a period of not less than 12 months; or

     15.4.3    procure such transfer to the Pool Funds
          Administrator for credit to the Pool Reserve Account as
          shall ensure that the credit balance applicable to it
          standing to the credit of the Pool Reserve Account
          shall be at least equal to the required Security
          Amount.

15.5 Failure to supply Security Cover: If a Providing Member or
     the Grid Operator fails at any time to provide Security
     Cover to the satisfaction of the Pool Funds Administrator in
     accordance with the provisions of this Section 15, the Pool
     Funds Administrator may at any time while such default
     continues, and if at such time any Letter of Credit forming
     part of the Security Cover is due to expire within nine
     Business Days it shall immediately, and without notice to
     such Providing Member or (as the case may be) the Grid
     Operator, demand payment of the entire amount of any
     outstanding Letter of Credit and shall credit the proceeds
     of the Letter of Credit to the Pool Reserve Account to be
     held on the terms and on the trusts set out in Section 5.

15.6 Substitute Letter of Credit: If the bank issuing the Letter
     of Credit of any Providing Member or the Grid Operator
     ceases to have the credit rating as is set out in
     sub-section 1.1 under "Letter of Credit", such Providing
     Member or (as the case may be) the Grid Operator shall
     forthwith procure the issue of a substitute Letter of Credit
     by a bank that has such credit rating.

16.  CREDIT MONITORING

16.1 Determination of Security Cover: The amount of Security
     Cover which each Providing Member and the Grid Operator
     shall be required to maintain and, in respect of the amounts
     of Security Cover to be provided under paragraph 15.1.2 (so
     long as applicable) and paragraph 15.1.3 the proportions as
     between cash and Letter of Credit that may be permitted,
     shall be determined from time to time by the Executive
     Committee in consultation with the Pool Funds Administrator
     in accordance with this Section 16 and on the basis of the
     criteria set out in sub-section 16.2, and shall be notified
     to such Providing Member or (as the case may be) the Grid
     Operator, and to the Pool Funds Administrator.

16.2 Criteria for provision of Security Cover:

     16.2.1    If paragraph (b) of paragraph 15.1.1 applies to a
          Providing Member or the Grid Operator, the amount of
          Security Cover required to be provided by such
          Providing Member or (as the case may be) the Grid
          Operator in addition to the amounts referred to in
          paragraph 15.1.2 (so long as applicable) shall be
          provided by Letter of Credit in an amount to be
          assessed by the Executive Committee in consultation
          with the Pool Funds Administrator as the aggregate
          amounts payable pursuant to the Agreement by the
          relevant Providing Member or (as the case may be) the
          Grid Operator in respect of purchases of, or as the
          case may be, prospective purchases of electricity
          (including Ancillary Services) made by the relevant
          Providing Member or in respect of sums payable in
          accordance with Clause 49 of the Agreement by the Grid
          Operator over a 28 day period, as determined by the
          Executive Committee provided that with the approval of
          the Executive Committee, all or part of the required
          Security Cover may be provided in cash credited to the
          Pool Reserve Account.

     16.2.2    In respect of all Providing Members and the Grid
          Operator, the amounts required to be provided by each
          of them which are referred to in paragraph 15.1.2 (so
          long as applicable) shall (subject as provided in
          sub-section 21.12 and Section 25) be initially as to a
          minimum of 20 per cent. in cash and the remainder by
          way of Letter of Credit, and thereafter as revised by
          the Executive Committee. Such amounts shall be assessed
          by the Executive Committee in consultation with the
          Pool Funds Administrator to cover banking error and to
          minimize reductions of payments to Pool Creditors.

16.3 Six monthly variation: In respect of paragraphs 16.2.1 and
     16.2.2, the Executive Committee shall calculate two amounts
     for the two six-month periods commencing 1st April and 1st
     October in each year and shall advise the Pool Funds
     Administrator and the relevant Providing Members or (as the
     case may be) the Grid Operator accordingly. Such six monthly
     variation shall not apply to paragraph 16.2.2 where Section
     25 is applicable.

16.4 Review of Security Cover: The Pool Funds Administrator shall
     keep under review the Security Amounts relating to each
     Providing Member and the uric Operator and shall promptly
     advise the Executive Committee, the relevant Providing
     Member or (as the case may be) the Grid Operator whenever
     the Security Cover maintained by such Providing Member or
     (as the case may be) the Grid Operator is significantly more
     or less than the amount required to be maintained pursuant
     to this Part 3.

16.5 Increase or Decrease of Security Cover: If, after
     considering the recommendations of the Pool Funds
     Administrator and any representations which may be made by
     the relevant Providing Member or (as the case may be) the
     Grid Operator, the Executive Committee determines that the
     Security Cover of a Providing Member or the Grid Operator
     should be increased or decreased, it shall so notify the
     Providing Member or the Grid Operator (as the case may be),
     the Pool Funds Administrator and the Director. If the
     Executive Committee determines that such Security Cover
     should be decreased, the Providing Member or (as the case
     may be) the Grid Operator consents and the Director so
     approves, that reduction shall take place. The Pool Funds
     Administrator shall consent to an appropriate reduction in
     the available amount of any outstanding Letter of Credit
     and/or shall repay to the Providing Member or (as the case
     may be) the Grid Operator such part of the deposit held in
     the Pool Reserve Account for the account of such Providing
     Member or the Grid Operator (together with all accrued
     interest on the part to be repaid) sufficient to reduce the
     Providing Member's or Grid Operator's Security Amount to the
     level of Security Cover applicable to it. If the Executive
     Committee determines that the Providing Member's or the Grid
     Operator's Security Cover should be increased, the relevant
     Providing Member or (as the case may be) the Grid Operator
     shall, within five Business Days of notice as aforesaid,
     procure an additional or replacement Letter of Credit or
     transfer to the Pool Funds Administrator a cash deposit for
     credit to the Pool Reserve Account in an amount sufficient
     to increase its Security Amount so as to be at least equal
     to the level of Security Cover applicable to it.

16.6 Notification in respect of Security Cover: The Pool Funds
     Administrator shall notify the Executive Committee, the
     Settlement System Administrator and the Director promptly
     if:

     16.6.1    a Providing Member or the Grid Operator fails to
          provide, extend or renew a Letter of Credit which it is
          required to maintain pursuant to Section 15; or

     16.6.2    the Pool Funds Administrator shall make a call
          under any such Letter of Credit; or

     16.6.3    the Pool Funds Administrator becomes aware that a
          Providing Member or the Grid Operator (a) shall cease
          to retain an Approved Credit Rating, or (b) shall be
          placed on credit watch by the relevant credit rating
          agency (or becomes subject to an equivalent procedure)
          which in any case casts doubt on the Providing Member
          or the Grid Operator retaining an Approved Credit
          Rating, or (c) shall be in default under the additional
          or alternative security referred to in paragraph
          15.1.1; or

     16.6.4    the Security Amount in relation to any Providing
          Member or the Grid Operator is at any time less than
          the level of its required Security Cover for the time
          being; or

     16.6.5    the Pool Funds Administrator becomes aware that
          any bank that has issued a Letter of Credit which has
          not expired ceases to have the credit rating required
          by this Schedule.

16.7 Release from Security Cover Obligations: Upon a Providing
     Member ceasing to be a Pool Member or the Grid Operator
     ceasing to be a Party to the Agreement (as the case may be)
     and provided that all amounts owed by the Providing Member
     or the Grid Operator have been duly and Annually paid and
     that it is not otherwise in default in any respect under the
     Agreement, the Providing Member or the Grid Operator shall
     be released from the obligation to maintain Security Cover
     and the Pool Funds Administrator shall consent to the
     revocation of any outstanding Letter of Credit.

16.8 No liability for amount of Security Cover: Any
     recommendations made by the Pool Funds Administrator
     pursuant to this Section 16 shall be given in good faith.
     Any instructions given by the Executive Committee in respect
     of the amount of Security Cover to be maintained by a
     Providing Member or the Grid Operator if given in good faith
     shall, insofar as applicable in terms of this Schedule, be
     binding on all Pool Members, the Ancillary Services Provider
     and the Grid Operator and neither the Pool Funds
     Administrator nor any Committee Member shall incur any
     liability by reason of the Security Cover of a Providing
     Member or the Grid Operator proving to be inadequate or
     excessive.

<PAGE>

                             PART 4

                 BILLING AND PAYMENT PROCEDURES

17.  RECEIPT AND VERIFICATION OF INFORMATION

17.1 Receipt of Information from Settlement System Administrator:
     Not later than 12.00 hours on the Notification Date the Pool
     Funds Administrator shall require of, and take all steps
     available to it to procure from, the Settlement System
     Administrator, and the Settlement System Administrator shall
     use its best endeavours to provide to the Pool Funds
     Administrator, the information referred to in sub-sections
     17.2 to 17.5 (inclusive) concerning supplies of electricity,
     the provision of Ancillary Services and the sums payable in
     relation to Transport Uplift in respect of each Settlement
     Day.

17.2 Information for each Settlement Day: The information
     required in respect of each Settlement Day is as follows:

     17.2.1    the Settlement Day;

     17.2.2    the corresponding Payment Date;

     17.2.3    the Settlement Run identification number;

     17.2.4    the total amount owing in accordance with the
          Agreement (exclusive of United Kingdom Value Added Tax)
          in respect of electricity supplied and Ancillary
          Services provided and Transport Uplift due during each
          Settlement Day; and

     17.2.5    the total amount owing (exclusive of United
          Kingdom Value Added Tax) in respect of Ancillary
          Services provided during each Settlement Day.

17.3 Information - taking of electricity: The information
     required in respect of each Pool Member taking electricity
     in each Settlement Day is as follows:

     17.3.1    the Pool Member's identification number;
     
     17.3.2    the Pool Member's name; and
     
     17.3.3    the total amount owing in accordance with the
          Agreement (exclusive of United Kingdom Value Added Tax)
          in respect of electricity taken by such Pool Member
          during each Settlement Day.

17.4 Information - provision of electricity: The information
     required in respect of each Pool Member providing
     electricity during each Settlement Day is as follows:

     17.4.1    the Pool Member's identification number;

     17.4.2    the Pool Member's name; and

     17.4.3    the total amount owing in accordance with this
          Agreement (exclusive of United Kingdom Value Added Tax)
          in respect of electricity provided by such Pool Member
          during each Settlement Day.

17.5 Information - Ancillary Services Provider and Grid Operator:
     The information required in relation to the Ancillary
     Services Provider and the Grid Operator in respect of each
     Settlement Day is the total amount receivable in accordance
     with the Agreement by the Ancillary Services Provider
     (exclusive of United Kingdom Value Added Tax) for the
     provision of Ancillary Services during each Settlement Day
     and the total amount (exclusive of United Kingdom Value
     :Added Tax) payable by the Grid Operator in relation to
     Transport Uplift (including in relation to Ancillary
     Services) during each Settlement Day.

17.6 Verification of Information: Upon receipt of the information
     supplied by the Settlement System Administrator, the Pool
     Funds Administrator shall verify whether, on the basis of
     such information, the sum of the amounts shown to be
     receivable by each Pool Member in respect of its sales of
     electricity plus the amount shown to be payable to the
     Ancillary Services Provider in respect of its provision of
     Ancillary Services on the relevant Settlement Day is equal
     to the sum of the amounts shown to be payable by each Pool
     Member in respect of its purchases of electricity on the
     same Settlement Day and by the Grid Operator in relation to
     Transport Uplift.

17.7 Deemed Verification: Unless the Pool Funds Administrator
     shall, by close of business on the Notification Date,
     otherwise inform the Settlement System Administrator, each
     Pool Member, the Ancillary Services Provider and the Grid
     Operator to the contrary before the Payment Date, the
     information provided by the Settlement System Administrator
     shall be deemed to be verified.

17.8 Rectification of Errors: If the Pool Funds Administrator
     determines that the information provided by the Settlement
     System Administrator cannot be verified in accordance with
     sub-section 17.6, it shall as soon as possible notify the
     Settlement System Administrator, each Pool Member, the
     Ancillary Services Provider and the Grid Operator
     accordingly and require the Settlement System Administrator
     to correct any errors and obtain the Pool Funds
     Administrator's verification of the corrected information as
     quickly as possible. As soon as the Pool Funds Administrator
     verifies that the information provided by the Settlement
     System Administrator can be verified in accordance with sub
     section 17.6, the Pool Funds Administrator shall notify the
     Settlement System Administrator, each Pool Member, the
     Ancillary Services Provider and the Grid Operator of the
     verified information required to be given pursuant to sub
     section 17.6. The Settlement System Administrator shall use
     its best endeavours to provide such corrected information as
     may be necessary for the Pool Funds Administrator to issue
     verification.

17.9 Amounts in Advice Notes; Adjustments:

     17.9.1    The amounts to be incorporated in the Advice Notes
          in accordance with sub-section 18.1 (and in all cases
          together with United Kingdom Value Added Tax thereon)
          shall be:

          (a)  if verification has been made in accordance with
               subsection 17.6, the full relevant amounts so
               verified;
     
          (b)  to the extent verification can reasonably be made
               in circumstances where all the information cannot
               be fully verified as described in sub-section
               17.6, those amounts which are shown against the
               name of each Pool Debtor in such information as is
               received under the provisions of sub-section 17.1
               (whether or not such information is an estimate
               only) and such amounts will be shared amongst the
               relevant Pool Creditors in the proportion which
               the amount shown as due to each of them in such
               information as aforesaid bears to the amounts
               which are so shown as due to all of them; and
     
          (c)  to the extent that for any reason whatever the
               amounts to be paid cannot be verified at all
               (including, but not limited to, application of
               Force Majoure and failure to provide information
               on the part of the Settlement System
               Administrator) or the appropriate calculations to
               permit payment in accordance with sub-paragraph
               (b) above cannot properly be made, the same as the
               amounts calculated as being payable by and to Pool
               Members, to the Ancillary Services Provider and by
               the Grid Operator in respect of the last same day
               of the week in respect of which payments were
               verified under sub-section 17.6 (provided that any
               Pool Member who was not at that earlier time a
               Pool Member, or vice versa, shall be ignored and
               such adjustment made as the Pool Funds
               Administrator considers appropriate).

     17.9.2    In the event that payments are made in the
          circumstances set out in paragraph 17.9.1(b) or (c),
          the Settlement System Administrator in conjunction with
          the Pool Funds Administrator shall, as soon as actual
          verification can thereafter be made, make such
          adjustments as may be necessary (and, where relevant,
          apply interest at the Reserve Interest Rate or at such
          rate as shall be set from time to time by the Executive
          Committee) to account for any differences between
          payments made and actual verified payment information.

17.10     Postponed Payment Date: If for any reason beyond the
     reasonable control of the Pool Funds Administrator it is not
     possible, after application of sub-section 17.9, for the
     Pool Funds Administrator to determine by the close of
     business on the Notification Date the amounts to be
     incorporated in the Advice Notes, the Pool Funds
     Administrator shall inform the Settlement System
     Administrator, each Pool Member, the Ancillary Services
     Provider and the Grid Operator that the Payment Date shall
     be postponed so that it falls on the second Business Day
     after the day on which the Pool Funds Administrator verifies
     the information provided by the Settlement System
     Administrator pursuant to sub-section 17.6 (any such Payment
     Date being the "Postponed Payment Date" and a reference to a
     Payment Date in this Schedule shall where applicable include
     a reference to a Postponed Payment Date). On the Postponed
     Payment Date, each Pool Member who took electricity on the
     Settlement Day to which the Postponed Payment Date applies
     and the Grid Operator shall pay interest on all such amounts
     for each day from and including the originally scheduled
     Payment Date to (but excluding) the Postponed Payment Date
     at such rate as shall be set from time to time by the
     Executive Committee or, in the absence of such rate, at the
     Reserve Interest Rate and all Pool Members who supplied
     electricity and the Ancillary Services Provider on such
     Settlement Day shall be entitled to receive in addition to
     the amounts that they are entitled to receive in respect of
     such supplies, interest on such amounts for each day during
     the same period and at the same rate. Interest shall accrue
     from day to day and shall be calculated by the Pool Funds
     Administrator on a 365 day year basis.

17.11    Further notification: Where instructed by the Executive
     Committee, or where there is an award by a Court of
     competent jurisdiction or an arbitrator, or a decision of
     the Pool Auditor or where rendered appropriate by Clause 52,
     the Pool Funds Administrator shall issue further or other
     notification to the Pool Members, the Ancillary Services
     Provider and the Grid Operator in accordance with the
     provisions of this Section 17; and the Business Day which
     falls five Business Days after the date of such notification
     or earlier if practicable shall be a Payment Date.

17.12    Payment by Pool Debtor: Without prejudice to its
     obligations in respect of supplies of electricity in
     accordance with the provisions of the Agreement, each Pool
     Debtor shall without defense, set-off or counterclaim (but
     without prejudice to any other rights or remedies available
     to such Pool Debtor) make payment on the relevant Payment
     Date of the full amount (including United Kingdom Value
     Added Tax) so notified as being payable by it for the
     account of those Pool Members and, as the case may be, the
     Ancillary Services Provider so notified as being entitled to
     receive payments. Payment shall be made in accordance with
     the terms of this Schedule. For the avoidance of doubt no
     payment made shall be treated as being paid on account or
     subject to any condition or reservation, notwithstanding the
     provisions for the making of subsequent adjusting payments
     provided in this Schedule. The provisions of sub-section
     5.14 shall apply to any payment insofar as it is or may
     constitute an overpayment.

17.13    Liability several: Save as otherwise expressly
     provided, the liability of each Pool Member and the Grid
     Operator for amounts payable by it pursuant to this Schedule
     is several and no Pool Member shall be liable for the
     default of any other Pool Member or the Grid Operator and
     the Grid Operator shall not be liable for the default of any
     Pool Member.

18.  ADVICE NOTES

18.1 Despatch of Advice Notes: Not later than 17.00 hours on the
     relevant Notification Date (and, if this is not practicable,
     in good time (as that expression is explained in more detail
     in the relevant Agreed Procedure) to enable Pool Members,
     the Ancillary Services Provider and the Grid Operator to
     give all necessary instructions for payments to be effected
     on the relevant Payment Date) the Pool Funds Administrator
     shall:

     18.1.1    despatch to Pool Members, the Ancillary Services
          Provider and the Grid Operator Advice Notes showing
          amounts (inclusive of United Kingdom Value Added Tax)
          which, according to its calculations, are to be paid by
          or to each Pool Member, the Ancillary Services Provider
          and the Grid Operator on each Payment Date in respect
          of supplies of electricity, the provision of Ancillary
          Services and sums to be paid in relation to Transport
          Uplift during each Settlement Day to which that
          Notification Date relates;

     18.1.2    notify each Settlement Bank of amounts payable by
          the Pool Members, the Ancillary Services Provider or
          the Grid Operator maintaining a Settlement Account at
          the relevant Settlement Bank; and

     18.1.3    notify the Pool Banker of the amount to be
          remitted to the Pool Clearing Account by each
          Settlement Bank.

18.2Method of despatch: All Advice Notes shall be despatched by
    the means established in accordance with paragraphs 3.1.1
    and 3.1.5, or by such other means as the Executive Committee
    may reasonably direct.

18.3Content of Advice Notes: All Advice Notes will include an
    appropriate indication if payment is being made under the
    provisions of paragraph 17.9.1(b), 17.9.1(c) or 17.9.2.

18.4Interest: Where interest is payable by or to any Pool
    Member, the Ancillary Services Provider or the Grid Operator
    pursuant to this Schedule, the Pool Funds Administrator
    shall, at the same time as it despatches the Advice Notes,
    despatch to each Pool Member and the Ancillary Services
    Provider who is required to pay interest and to each Pool
    Member, the Ancillary Services Provider and the Grid
    Operator who is entitled to receive interest a statement
    showing the amount of interest payable or receivable by it,
    the rate of interest applicable thereto and the amount (if
    any) of tax to be withheld.

19.  PAYMENT PROCEDURE

19.1Instructions for payment: Each Pool Member, the Ancillary
    Services Provider and the Grid Operator shall, in respect of
    each Payment Date on which it is under an obligation to make
    a payment under this Schedule, make such arrangements as
    will ensure that such payment is credited to the relevant
    Collection Account in sufficient time to allow such
    Settlement Bank to make irrevocable arrangements to remit to
    the Pool Clearing Account by 12.30 hours the amount payable
    by that Pool Member, the Ancillary Services Provider or (as
    the case may be) the Grid Operator in respect of that
    Payment Date. Each Pool Member, the Ancillary Services
    Provider and the Grid Operator shall ensure all remittances
    by its bank to the relevant Collection Account shall be
    remittances for value on the relevant Payment Date.

19.2Pool Funds Administrator's responsibilities:

     19.2.1   As soon as practicable and in any event not later
         than 13.00 hours on each Payment Date the Pool Funds
         Administrator shall take such action as is required to
         ensure that all amounts required to be credited to each
         Collection Account on such Payment Date have been so
         credited (or if not so credited, the reason therefor
         established).

     19.2.2   As soon as practicable and in any event not later
         than 13.30 hours on each Payment Date the Pool Funds
         Administrator shall take such action as is required to
         ensure that all amounts credited to each Collection
         Account on such Payment Date in accordance with
         sub-section 19.1 have been remitted to the Pool
         Clearing Account.

     19.2.3   As soon as practicable and in any event not later
         than 14.30 hours on each Payment Date the Pool Funds
         Administrator shall take such action as is required to
         ensure that it verifies the actual amounts credited to
         each Collection Account and remitted to the Pool
         Clearing Account on or before 13.30 hours on that
         Payment Date and the aggregate of such amounts.

19.3 Non-payment: If a Pool Member or the Grid Operator becomes
     aware that a payment for which it is responsible will not be
     credited to the relevant Collection Account by 12.30 hours
     on the relevant Payment Date, it will immediately notify the
     Pool Funds Administrator, giving all details available to
     the Pool Member or (as the case may be) the Grid Operator.
     The Pool Funds Administrator shall, as soon as it becomes
     aware that a payment will not be remitted, use its best
     endeavours to establish the cause of non-payment.

19.4 Excess payments: If by 12.30 hours on any Payment Date the
     Pool Funds Administrator is advised by a Settlement Bank
     that the Settlement Bank will be making a payment in excess
     of the amount notified to the Pool Member or the Grid
     Operator pursuant to sub-section 18.1 in respect of that
     Payment Date, or if the Pool Banker notifies the Pool Funds
     Administrator by 13.30 hours that amounts greater than the
     amounts notified to the Pool Banker pursuant to paragraph
     18.1.3 have been credited to the Pool Clearing Account, the
     Pool Funds Administrator shall use its best endeavours to
     ascertain the nature of the excess payment, to calculate the
     entitlement to such payment and to instruct the Pool Banker.
     by 14.30 hours that day to credit the appropriate Settlement
     Account(s) with the amount determined by the Pool Funds
     Administrator as falling due to each Pool Creditor in
     accordance with this Schedule provided that, where an
     External Pool Member makes a payment in excess of the amount
     owing by it on any Payment Date and the reason for such
     overpayment is the difficulty in remitting funds on a future
     Payment Date because of the mismatch of bank and public
     holidays between countries, the Pool Funds Administrator
     shall instruct the Pool Banker to credit the Pool Reserve
     Account with the amount of the excess. Any Pool Member or
     the Grid Operator who instructs its bank to make a payment
     in excess of the amount owing by that Pool Member or (as the
     case may be) the Grid Operator on any Payment Date shall
     simultaneously with giving such instructions advise the Pool
     Funds Administrator in writing of the amount of the excess
     payment providing a description of what the Pool Member or
     the Grid Operator considers the excess payment relates to.

19.5 Payment to Pool Creditors: The Pool Funds Administrator
     shall, prior to 14.30 hours on each day, calculate the
     amounts available for distribution to Pool Creditors on that
     day. As soon as practicable and not later than 14.30 hours
     on that day the Pool Funds Administrator shall give
     irrevocable instructions to the Pool Banker to remit from
     the Pool Clearing Account to the relevant Settlement
     Accounts maintained by the Pool Creditors the aggregate of
     amounts determined by the Pool Funds Administrator to be
     available for payment to Pool Creditors and, if required, to
     transfer amounts from the Pool Reserve Account or the Pool
     Borrowing Account to the Pool Clearing Account or vice
     versa.

19.6 Making good the Pool Reserve Account: If the Pool Reserve
     Account is debited or credited in or towards clearing the
     Pool Clearing Account, the Pool Funds Administrator shall as
     soon as possible thereafter take the necessary steps,
     including making any calculations or taking any action in
     accordance with Section 21, to reverse the debit or credit
     to the Pool Reserve Account and/or to make a call under a
     Letter of Credit.

19.7 Prohibition on transfers: The Pool Funds Administrator shall
     not at any time instruct the Pool Banker to transfer any sum
     from a Pool Account to another account (not being a Pool
     Account) unless that account is a Settlement Account.

19.8 Application of payments: Where payments in respect of more
     than one Settlement Day are required to be settled on a
     Payment Date, payments in respect of the longest outstanding
     Settlement Day shall be, and be deemed to be, settled first.

19.9 Bank contacts: Upon written request of the Pool Funds
     Administrator each Pool Member, the Ancillary Services
     Provider and the Grid Operator shall provide the Pool Funds
     Administrator in writing with the name of, and communication
     details for, one or more individuals at the branch of its
     Settlement Bank from which payments or payment instructions
     required to be made or given by it pursuant to this Schedule
     originate (the "Local Branch") who is (are) familiar with
     the payment procedures set out in this Section 19 applicable
     to such Pool Member, the Ancillary Services Provider or (as
     the case may be) the Grid Operator, and shall promptly
     advise the Pool Funds Administrator in writing of any change
     of any such individual or his communication details. Each
     Pool Member, the Ancillary Services Provider and the Grid
     Operator hereby authorizes the Pool Funds Administrator to
     contact any such individual to enquire in respect of any
     Payment Date whether and in respect of what amount
     instructions have been given for the remittance of any
     payment required to be made by such Pool Member, the
     Ancillary Services Provider or (as the case may be) the Grid
     Operator under this Schedule and/or whether such payment has
     been remitted or otherwise made as provided for in this
     Schedule, and undertakes not to withdraw, qualify or revoke
     such authority at any time. Each Pool Member, the Ancillary
     Services Provider and the Grid Operator shall instruct its
     Local Branch to co-operate with the Pool Funds Administrator
     accordingly and to provide the Pool Funds Administrator with
     all such information as is necessary to answer such
     enquiries. The Pool Funds Administrator shall comply with
     all reasonable security arrangements imposed by the relevant
     Pool Member, the Ancillary Services Provider or the Grid
     Operator or any Local Branch.

20.  ALTERNATIVE PAYMENT PROCEDURE

20.1 Alternative Payment procedure: Without prejudice to other
     obligations in the Agreement not substituted by the
     provisions of this Section 20, the provisions set out in
     this Section 20 shall apply:

     20.1.1    if, on the Effective Date, it has not been
          possible to establish the Notified Payments System (in
          which case they shall continue to apply until the
          Notified Payments System is established, or until such
          other time as the Executive Committee may determine);
          or
     
     20.1.2    if, for any reason, it is not possible to apply
          the procedures contemplated by the Notified Payments
          System and for so long as it is not possible to apply
          such procedures.

20.2 Pool Debtor to effect remittance: Each Pool Debtor shall, in
     respect of each Payment Date on which it is under an
     obligation to make a payment under the Agreement, give
     instructions to its bank, which it undertakes not to
     qualify, withdraw or revoke, to effect remittance to the
     Pool Clearing Account of the amount payable by that Pool
     Debtor to be received on that Payment Date.

20.3 Receipt of remittance: Any remittance must be received by
     the Pool Banker in the Pool Clearing Account no later than
     12.30 hours on the Payment Date unless arrangements have
     been made between the Pool Banker and the relevant Pool
     Member or the Grid Operator (as the case may be) which shall
     be notified to the Pool Funds Administrator and which are
     satisfactory to the Pool Banker such that funds will be
     received for value on that Payment Date. The Pool Members
     and the Grid Operator shall ensure that instructions are
     giver to their banks in sufficient time to ensure that their
     respective banks comply with this time limit.

20.4Method of remittance: The Parties acknowledge and agree that
    when practicable to give effect to sub-section 20.3 a Pool
    Debtor shall cause remittances to be effected through CHAPS
    but, where not practicable or where the amount payable is
    less than the minimum individual amount then processed
    through CHAPS, the Pool Member and the Grid Operator shall
    ensure by whatever means at their disposal that remittance
    for value on the relevant Payment Date is made for credit to
    the Pool Clearing Account not later than 12.30 hours.

20.5Notification of non-payment: The Parties acknowledge and
    agree that if a Pool Debtor becomes aware that a payment for
    which it is responsible will not be remitted to the Pool
    Banker by 12.30 hours on the relevant day, and where
    satisfactory arrangements, as referred to in sub-section
    20.3 have not been made, it shall immediately notify the
    Pool Funds Administrator, giving all details available to
    that Pool Debtor.

20.6Payment default: If the Pool Funds Administrator determines
    at any time after 12.30 hours on any day that a remittance
    which should have been credited on that day to the Pool
    Clearing Account has not been made (or that the credit has
    not been received) (in whole or in part) and where
    satisfactory arrangements, as referred to in sub-section
    20.3, have not been made, the provisions of Section 21 shall
    apply mutatis mutandis.

20.7Late payment: If, after the Pool Funds Administrator has
    either debited the Pool Reserve Account or made a call under
    a Letter of Credit, the Pool Banker receives the remittance
    which had not been credited to the Pool Clearing Account by
    12.30 hours, then such remittance shall be credited to the
    Pool Reserve Account.

20.8Payments to Pool Creditors: The Pool Funds Administrator
    shall, prior to 14.30 hours on each day, calculate the
    amounts available for distribution to Pool Creditors on that
    day (including amounts resulting from the application of sub
    section 20.6). Not later than 14.30 hours on that day the
    Pool Funds Administrator shall give instructions to the Pool
    Banker, which it undertakes not to qualify, withdraw or
    revoke, to make same day value remittances to the Pool
    Creditors.

20.9Construction: Where the provisions of this Section 20 apply
    references in Sections 5 and 18 and sub-section 21.1 to
    "Settlement Bank" and "Collection Account" shall be
    construed as references to "bank" and "Pool Clearing
    Account" respectively.

21.  PAYMENT DEFAULT

21.1 Payment default: Subject as provided by sub-section 21.12,
     if, by 12.30 hours on a Payment Date, the Pool Funds
     Administrator has been notified by a Settlement Bank or it
     otherwise has reason to believe that a Settlement Bank will
     not remit to the Pool Clearing Account all or any part (the
     Amount in default") of any amount which has been notified by
     the Pool Funds Administrator as being payable by a Pool
     Debtor (the "non-paying Pool Debtor") on the relevant
     Payment Date in sufficient time to ensure that such amount
     can be cleared through the Pool Clearing Account not later
     than the close of banking business on such Payment Date, the
     Pool Funds Administrator shall act in accordance with the
     following provisions (or whichever of them shall apply) in
     the order in which they appear until the Pool Funds
     Administrator is satisfied that the Pool Clearing Account
     will clear not later than the close of business on the
     relevant Payment Date:

     21.1.1    if the Pool Funds Administrator has been able to
          identify the nonpaying Pool Debtor in sufficient time
          to apply this paragraph 21.1.1 and to the extent that
          the non-paying Pool Debtor is entitled to receive
          payment from any Pool Debtor pursuant to this Schedule
          on the relevant Payment Date, then the Pool Funds
          Administrator shall (unless it reasonably believes that
          such set-off shall be unlawful) set off the amount of
          such entitlement against the amount in default;

     21.1.2    if the Pool Funds Administrator has been able to
          identify the nonpaying Pool Debtor in sufficient time
          to apply this paragraph 21.1.2, the Pool Funds
          Administrator shall debit the Pool Reserve Account and
          credit the Pool Clearing Account with a sum not
          exceeding the amount of funds standing to the credit of
          the non-paying Pool Debtor in the Pool Reserve Account;

     21.1.3    subject to sub-section 21.2, the Pool Funds
          Administrator shall debit the Pool Reserve Account and
          credit the Pool Clearing Account with a sum not
          exceeding the amount of funds then standing to the
          credit of the Pool Reserve Account to the extent that
          they represent Security Cover provided in accordance
          with paragraph 15.1.2, the transfer of such amount as
          is not attributable to the funds standing to the credit
          of the non-paying Pool Debtor being deemed to give rise
          to a series of loans to the non-paying Pool Debtor by
          each Providing Member and the Grid Operator rateably
          according to its share of the funds standing to the
          credit of the Pool Reserve Account to the extent that
          they represent Security Cover provided in accordance
          with paragraph 15.1.2, at the time immediately prior to
          the transfer, such loans to be repayable on demand and
          to carry interest at the Reserve Interest Rate and in
          any case repayable not later than two Business Days
          after they arise after which, to the extent that any
          such loans remain outstanding, such loans shall carry
          interest at the Default Interest Rate (which interest
          shall be credited to the Pool Ledger Account of the
          relevant Providing Member and (where applicable) the
          Grid Operator). Each Providing Member and the Grid
          Operator hereby irrevocably authorizes the Pool Funds
          Administrator to advance, collect in and enforce
          payment of such loans for its account and on its behalf
          and each Pool Member and the Grid Operator hereby
          irrevocably consents to the making of such loans to the
          extent that such Pool Member or (as the case may be)
          the Grid Operator has a share in the Pool Reserve
          Account;

     21.1.4    if the Pool Funds Administrator has been able to
          identify the nonpaying Pool Debtor in sufficient time
          to apply this paragraph 21.1.4 and provided that the
          Pool Funds Administrator is satisfied that the proceeds
          of a call under the Letter of Credit will be paid into
          the Pool Clearing Account in sufficient time to ensure
          that it will clear not later than the close of business
          on the relevant Payment Date, the Pool Funds
          Administrator shall make a call under the Letter of
          Credit supplied by the non-paying Pool Debtor in a sum
          not exceeding the available amount of such Letter of
          Credit, and the Pool Funds Administrator shall cause
          the proceeds of such call to be paid into the Pool
          Clearing Account;

     21.1.5    subject to sub-section 21.2 and provided that the
          Pool Funds Administrator is satisfied that the proceeds
          of a call under a Letter of Credit will be paid into
          the Pool Clearing Account in sufficient time to ensure
          that it will clear not later than the close of business
          on the relevant Payment Date, the Pool Funds
          Administrator shall make a call under one or more
          Letters of Credit supplied by Pool Members or the Grid
          Operator (other than the non-paying Pool Debtor) in a
          total sum not exceeding the total available amount of
          all such Letters of Credit to the extent that such
          amount represents Security Cover provided in accordance
          with paragraph 15.1.2, and the Pool Funds Administrator
          shall cause the proceeds of such call or calls to be
          paid into the Pool Clearing Account. The transfer of
          such proceeds into the Pool Clearing Account shall be
          deemed to give rise to a series of loans to the non
          paying Pool Debtor by each Providing Member or the Grid
          Operator whose Letter of Credit was called rateably
          according to the amounts called under their respective
          Letter of Credit, such loans to be repayable on demand
          and to carry interest at the Reserve Interest Rate and
          in any case repayable not later than two Business Days
          after they arise after which, to the extent that any
          such loans remain outstanding, such loans shall carry
          interest at the Default Interest Rate (which interest
          shall be credited to the Pool Ledger Account of the
          relevant Providing Member and (where applicable) the
          Grid Operator). Each Providing Member and the Grid
          Operator hereby irrevocably authorises the Pool Funds
          Administrator to advance, collect in and enforce
          payment of such loans for its account and on its behalf
          and each Pool Member and the Grid Operator hereby
          irrevocably consents to the making of such loans to the
          extent that such Pool Member or (as the case may be)
          the Grid Operator has a share in the Pool Reserve
          Account; and

     21.1.6    if and to the extent that, notwithstanding
          application of the foregoing measures, it is not
          possible to clear the Pool Clearing Account by any of
          the foregoing means, the Pool Funds Administrator shall
          reduce payments to all Pool Creditors in proportion to
          the amounts payable to them on the relevant Payment
          Date by an aggregate amount equal to the amount
          necessary to clear the Pool Clearing Account and shall
          account for such reduction in the Pool Ledger Accounts
          as amounts due and owing by the non-paying Pool Debtor
          to each Pool Creditor whose payments were reduced.

21.2     Amount in default likely to be remedied: The Pool Funds
    Administrator shall not apply paragraph 21.1.3 or 21.1.5
    unless it considers in good faith that the amount in default
    is likely to be remedied by the non-paying Pool Debtor no
    later than the next Business Day and in such a case the Pool
    Funds Administrator shall only apply paragraphs 21.1.2 and
    21.1.4 to the extent of any amounts provided by way of
    Security Cover pursuant to paragraph 15.1.2.

21.3     Loans part of Pool Reserve Assets: Any loans arising
    pursuant to paragraph 21.1.3 or 21.1.5 shall be deemed to
    constitute part of the Pool Reserve Assets and all
    repayments of such loans, together with interest thereon,
    shall be paid into the Pool Reserve Account for the account
    of each Providing Member or the Grid Operator who is deemed
    to have made such loan.

21.4     Repayment of loans: If any loans to a non-paying Pool Debtor
    arising pursuant to paragraph 21.1.3 or 21.1.5 shall not
    have been repaid in full (together with interest at the rate
    or rates specified therein) by 12.00 hours on the next
    Business Day after such loan is deemed to have arisen, the
    Pool Funds Administrator shall make a call under the Letter
    of Credit (if any) which shall have been supplied by the
    non-paying Pool Debtor and which remains outstanding in an
    amount not exceeding the amount necessary to repay such
    loans and all accrued interest in full and, if the proceeds
    of any Letter of Credit are insufficient to repay all
    outstanding loans to the relevant non-paying Pool Debtor,
    such proceeds shall be applied towards repayment of each
    such outstanding loan rateably.

21.5     Reduction of payments to Pool Creditors: If, after the date
    that any loans to a nonpaying Pool Debtor arise pursuant to
    paragraph 21.1.3 or 21.1.5, the Pool Funds Administrator
    shall reasonably be of the opinion that the non-paying -Pool
    Debtor will not repay forthwith all of such loans and all
    accrued interest in full or the loans have not been repaid
    with all interest within two Business Days after they arose
    (whichever occurs first), the Pool Funds Administrator shall
    reduce payments to all Pool Creditors in proportion to the
    amounts payable to them on the Payment Date to which the
    default relates and any succeeding Payment Dates as may be
    required by an aggregate amount necessary to restore the
    balance in the Pool Reserve Account to the sum for the time
    being required under this Schedule to be deposited by the
    Pool Members and the Grid Operator other than the non-paying
    Pool Debtor, to the intent that all loans arising under
    paragraphs 21.1.3 and 21.1.5 and remaining undischarged
    after application of the non-paying Pool Debtor's Letter of
    Credit are discharged in full together with interest thereon
    at the Reserve Interest Rate.

21.6     Obligation to make calls: If and whenever the Pool Funds
    Administrator has not applied the provisions of paragraph
    21.1.4, and has reduced payments to Pool Creditors in
    accordance with paragraph 21.1.6, it shall, on the relevant
    Payment Date or so soon thereafter as the non-paying Pool
    Debtor has been identified (but, in any event, not later
    than the close of business on the Business Day following
    such Payment Date) make a call under the Letter of Credit
    supplied by the non-paying Pool Debtor in a sum sufficient
    to cover the reduction made under paragraph 21.1.6 (but not
    exceeding the available amount of all such Letters of
    Credit) and the Pool Funds Administrator shall cause the
    proceeds of such call to be paid forthwith into the Pool
    Reserve Account. On the next Business Day following receipt
    of such proceeds, the Pool Funds Administrator shall pay
    such amounts as have been credited to the Pool Reserve
    Account to the Pool Creditors whose payments were reduced in
    full or (as the case may be) in proportion to their
    respective entitlements including interest on such amounts
    at the Reserve Interest Rate.

21.7     Indemnification by non-paying Pool Debtor: The non-paying
    Pool Debtor shall indemnify and keep indemnified each Pool
    Member and the Grid Operator whose Letter of Credit is
    called under paragraph 21.1.5 and/or who is deemed to have
    made loans under paragraph 21.1.3 or 21.1.5 on demand
    against all costs, expenses and losses (including the costs
    of management time) suffered or incurred by such Pool Member
    or (as the case may be) the Grid Operator arising from its
    Letter of Credit being so called (including the costs of
    reinstating the same) or such loans being deemed to have
    been made to the extent that such Pool Member or (as the
    case may be) the Grid Operator is not compensated under this
    Section 21. This indemnity shall be in addition to and
    without prejudice to the liability of the non-paying Pool
    Debtor to repay the loan, together with accrued interest,
    which arises pursuant to paragraph 21.1.5. The Pool
    Creditors, in proportion to the amounts payable to them on
    the Payment Date to which a default relates in respect of
    which the Pool Funds Administrator has operated sub-section
    21.5, and any succeeding Payment Dates as may be required,
    shall indemnify and keep indemnified each Pool Member as is
    referred to in the earlier provisions of this sub-section
    21.7 and the Grid Operator to the extent of any failure by
    the non-paying Pool Debtor to fulfill its obligations under
    this sub-section 21.7.

21.8     Notification to Pool Creditors: The Pool Funds Administrator
    shall use all reasonable endeavours promptly to notify the
    relevant Pool Creditors whenever it makes any such reduction
    as is referred to in paragraph 21.1.6.

21.9     Default Interest: Save as otherwise provided in the
    Agreement (including where an express rate of interest is
    provided), if any amount payable by any Pool Debtor pursuant
    to this Schedule is not given value for the due date by
    close of banking business on the due date the Pool Debtor
    shall on written demand by the Pool Funds Administrator pay
    to the Pool Funds Administrator, for the account of the
    person or persons entitled to receive the amount in default,
    interest on such amount from the due date up to the day of
    actual receipt by the Pool Funds Administrator (after as
    well as before judgment) at the Default Interest Rate.

21.10    Application of payments: Any amount received by the
    Pool Funds Administrator from a non-paying Pool Debtor for
    the credit of any Pool Account shall be applied by the Pool
    Funds Administrator in or towards payment of amounts payable
    by the non-paying Pool Debtor to Pool Creditors on each
    successive Payment Date in respect of which there is an
    outstanding default (with the longest outstanding default
    being settled first).

21.11    Clearing of Pool Clearing Account: All amounts standing
    to the credit of the Pool Clearing Account at the close of
    business on any Payment Date shall be transferred to the
    Pool Reserve Account so that the balance in the Pool
    Clearing Account shall at the end of such day be nil.

21.12    Credit Facility: If and for so long as the Credit
    Facility remains unconditionally available, the provisions
    of this Section 21 shall apply with the modifications
    provided by Section 25.

22.  CONFIRMATION NOTICES

22.1     Despatch of Confirmation Notices: Within two Business Days
    after each Payment Date the Pool Funds Administrator shall
    issue a Confirmation Notice to each Pool Member, the
    Ancillary Services Provider and the Grid Operator in respect
    of the corresponding Payment Date setting out the
    information required in subsections 22.2, 22.3 and 22.4.

22.2     Information - taking of electricity: The information
    required on a Confirmation Notice in respect of each Pool
    Member taking electricity on each Settlement Day is as
    follows:-

     22.2.1    the Pool Member's identification number;
     
     22.2.2    the Pool Member's name;
     
     22.2.3    the total amount (inclusive of United Kingdom
          Value Added Tax) received in the Pool Clearing Account
          on the relevant Payment Date by the Pool Funds
          Administrator in respect of electricity taken by such
          Pool Member during the Settlement Day and Ancillary
          Services attributable thereto;
     
     22.2.4    the amount received in the Pool Clearing Account
          on the relevant Payment Date by the Pool Funds
          Administrator in respect of electricity taken by such
          Pool Member during the Settlement Day and Ancillary
          Services attributable thereto, exclusive of United
          Kingdom Value Added Tax; and
     
     22.2.5     the amount of United Kingdom Value Added Tax
          received in the Pool Clearing Account on the Payment
          Day by the Pool Funds Administrator in respect of
          electricity taken by such Pool Member during the
          Settlement Day and Ancillary Services attributable
          thereto.
     
22.3     Information - supplies of electricity: The information
    required on a Confirmation Notice in respect of each Pool
    Member supplying electricity on each Settlement Day shall
    include:

     22.3.1    the Pool Member's identification number;
     
     22.3.2    the Pool Member's name;
     
     22.3.3    the Settlement Run identification number;
     
     22.3.4    the total amount (inclusive of United Kingdom
          Value Added Tax) paid out of the Pool Clearing Account
          on the relevant Payment Date by the Pool Funds
          Administrator in respect of electricity supplied by
          such Pool Member during the Settlement Day;
     
     22.3.5    the amount paid out and the date on which such
          amount is paid out of the Pool Clearing Account on the
          relevant Payment Date by the Pool Funds Administrator
          in respect of electricity supplied by such Pool Member
          during the Settlement Day exclusive of United Kingdom
          Value Added Tax and the Settlement Run identification
          number; and
     
     22.3.6    the amount of United Kingdom Value Added Tax paid
          out of the Pool Clearing Account on the relevant
          Payment Date by the Pool Funds Administrator in respect
          of electricity supplied by such Pool Member during the
          Settlement Day.

22.4     Information - Ancillary Services Provider and Grid Operator:
    The information required on a Confirmation Notice in respect
    of the Ancillary Services Provider and the Grid Operator is
    as follows:

     22.4.1    the total amount receivable by the Ancillary
          Services Provider for the provision of Ancillary
          Services and the total amount payable by the Grid
          Operator in relation to Transport Uplift (in each case
          exclusive of United Kingdom Value Added Tax) during the
          Settlement Day;
     
     22.4.2    the total amount receivable by the Ancillary
          Services Provider for the provision of Ancillary
          Services and the total amount payable by the Grid
          Operator in relation to Transport Uplift (in each case
          inclusive of United Kingdom Value Added Tax) during the
          Settlement Day; and
     
     22.4.3    the total amount of United Kingdom Value Added Tax
          receivable by the Ancillary Services Provider for the
          provision of Ancillary Services and the total amount
          payable by the Grid Operator in relation to Transport
          Uplift during the Settlement Day.

22.5     Interest: Where interest has been paid to any Pool Member,
    the Ancillary Services Provider or the Grid Operator, the
    Pool Funds Administrator shall promptly after such payment
    provide to each Pool Member, the Ancillary Services Provider
    or the Grid Operator (as the case may be) a statement
    showing the amount of interest paid or received, the rate of
    interest applicable thereto and the amount (if any) of tax
    withheld. If applicable, the Pool Funds Administrator shall
    provide to the relevant Pool Member, the Ancillary Services
    Provider or the Grid Operator an appropriate tax deduction
    certificate in respect of any withholding tax.

23.  PAYMENT ERRORS

23.1     Overpayments: If for any reason whatsoever (including the
    negligence of the Pool Banker or the Pool Funds
    Administrator) a Pool Creditor receives on any Payment Date
    a payment in excess of the amount disclosed in the Pool
    Ledger Account as calculated as being payable to it (an
    "overpayment") (including but not limited to the proceeds of
    any loan made or deemed to be made in accordance with
    Section 21 or Section 25 to any non-paying Pool Debtor which
    becomes insolvent before such advance is repaid) the
    provisions of subsection 5.15 apply, and the Pool Creditor
    shall forthwith notify the Pool Funds Administrator of the
    amount of the overpayment and shall forthwith pay the
    overpayment into a Pool Account specified by the Pool, Funds
    Administrator

23.2     Repayment of overpayment (1): If prior to a Pool Creditor
    notifying the Pool Funds Administrator of the overpayment,
    the Pool Funds Administrator receives notice (from the Pool
    Banker or otherwise) of the overpayment, the Pool Funds
    Administrator shall forthwith require (by written notice)
    that the recipient of the overpayment pay the overpayment to
    a Pool Account specified by the Pool Funds Administrator and
    any Pool Creditor who receives such notice shall forthwith
    pay the amount to an account specified by the Pool Funds
    Administrator. If the overpayment is repaid within two
    Business Days of receiving the notice, the overpayment (or
    any part not paid) shall bear interest at the Reserve
    Interest Rate or at such rate as shall be set from time to
    time by the Executive Committee from the date the
    overpayment was received up to the date that value is given
    in a Pool Account by the Pool Funds Administrator (after as
    well as before judgment). Any overpayment (or part thereof)
    not repaid within two Business Days after demand therefor in
    accordance with this Section 23 shall bear interest at the
    Default Interest Rate from the expiry of that period and
    shall be recoverable in accordance with Section 24. The Pool
    Funds Administrator shall account to those entitled to
    payment by reason of an overpayment.

23.3     Repayment of overpayment (2): Upon receipt of the
    overpayment (including any interest) the Pool Funds
    Administrator shall (forthwith upon entitlement to it being
    ascertained) pay the amount received to the Pool Member, the
    Ancillary Services Provider or the Grid Operator who should
    have received the payment on the Payment Date.

23.4     Underpayments: If for any reason whatsoever (including the
    negligence of the Pool Banker or the Pool Funds
    Administrator) a Pool Creditor does not receive on the
    relevant Payment Date the full amount disclosed as owing to
    it pursuant to the Pool Ledger Account (an "underpayment")
    that Pool Creditor shall forthwith notify the Pool Funds
    Administrator of the amount of the underpayment, and the
    Pool Funds Administrator after consultation with the Pool
    Banker shall use all reasonable endeavours to identify such
    person as shall have received any corresponding overpayment
    and promptly to correct the underpayment. If, by reason of
    negligence, the Pool Funds Administrator holds . or has
    under its control amounts which it ought properly to have
    paid to Pool Members, the Ancillary Services Provider or the
    Grid Operator, such Pool Members, the Ancillary Services
    Provider or the Grid Operator shall be entitled to interest
    on such amounts at the Default Interest Rate and for such
    period as the Pool Funds Administrator improperly holds or
    has such amounts under its control.

24.  ENFORCEMENT OF CLAIMS

24.1     Notification of amount in default: Without prejudice to the
    provisions of Section 21, if a Pool Member or the Grid
    Operator shall fail to pay any amount payable pursuant to
    this Schedule on the due date, the Pool Funds Administrator
    shall notify the Director, the Executive Committee and each
    Pool Creditor to whom the amount in default is owed pursuant
    to this Agreement of the name of the non-paying Pool Debtor,
    the aggregate amount in default and the amount owed to each
    Pool Creditor.

24.2     Duties of Pool Funds Administrator: Except as otherwise
    expressly provided in this Schedule, the Pool Funds
    Administrator shall not be required to ascertain or enquire
    as to the performance or observance by any Pool Member, the
    Ancillary Services Provider or the Grid Operator of its
    obligations under the Agreement and shall have no duty to
    inform the Executive Committee or any Pool Member, the
    Ancillary Services Provider or the Grid Operator of any
    default, other than a failure to pay as may come to its
    attention.

24.3     Notice before action: Each Pool Creditor shall give notice
    to the Pool Funds Administrator before instituting any
    action or proceedings in any court to enforce payments due
    to it pursuant to this Schedule. Upon receipt of any notice
    under this sub-section 24.3, the Pool Funds Administrator
    will as soon as practicable notify the Executive Committee,
    all Pool Members, the Settlement System Administrator, the
    Ancillary Services Provider, the Grid Operator and the
    Director.

24.4    Proceedings to Recover Overdue Amounts: Without prejudice to
    the right of any Pool Member or the Grid Operator to bring
    such proceedings as it sees fit in connection with matters
    related to the Agreement, the Pool Funds Administrator
    shall, if instructed to do so by the Executive Committee,
    bring proceedings against a Pool Member or the Grid Operator
    (on behalf of those Pool Members and/or (as the case may be)
    the Grid Operator who have (has) indicated their (its)
    willingness to the Executive Committee for the Pool Funds
    Administrator first so to act) for the recovery of any
    amounts due by that Pool Member or (as the case may be) the
    Grid Operator pursuant to this Schedule so long as the Pool
    Funds Administrator has first reached agreement with the
    Executive Committee, those Pool Members and/or (as the case
    may be) the Grid Operator as to appropriate remuneration, is
    indemnified to its reasonable satisfaction or, if it so
    requires, provided that it shall have received such security
    as it may reasonably request against all costs, claims,
    expenses (including legal fees) and liabilities which it
    will or may sustain or incur in complying with such
    instructions. Save as provided in the foregoing provisions
    of this sub-section 24.4, the Pool Funds Administrator shall
    not be obliged to bring any such proceedings.

25.  CREDIT FACILITY: PAYMENT DEFAULTS

25.1     Purpose of Credit Facility: It is acknowledged that the
    Credit Facility provides an alternative to the Security
    Cover referred to in paragraph 15.1.2 and the Pool Funds
    Administrator will use the Credit Facility to cover banking
    error and payment error and to minimize reductions of
    payments to Pool Creditors unless it considers in good faith
    that an amount in default is not likely to be remedied by
    the non-paying Pool Debtor no later than the next Business
    Day.

25.2     Modification of other provisions of this Schedule: If and so
    long as the Credit Facility is unconditionally available to
    the Pool Funds Administrator (whether or not there remains
    any amount undrawn), paragraphs 15.1.2, 21.1.3 and 21.1.5
    shall be of no effect and the remaining provisions of this
    Schedule shall be implemented on the basis that the
    following sub-sections apply.

25.3     Payment default: The Pool Funds Administrator shall operate
    the Credit Facility on the following basis:

     25.3.1    the Credit Facility may be drawn down by the Pool
          Funds Administrator if, by 12.30 hours on any Payment
          Date, there is an amount in default unless the Pool
          Funds Administrator considers in good faith that the
          amount in default is not likely to be remedied by the
          non-paying Pool Debtor no later than the next Business
          Day;
     
     25.3.2    if paragraph 25.3.1 applies such that the Credit
          Facility may be drawn down, the Pool Funds
          Administrator will first act in accordance with
          paragraph 21.1.1, will then draw on the Credit Facility
          for an amount not exceeding the available amount under
          the Credit Facility (after allowing for any repayment
          to be made to the Facility Bank under subsection 25 6)
          and, if it is not possible to clear the Pool Clearing
          Account by either or both of those means, it will then
          act in accordance with paragraph 21.1.6; and
     
     25.3.3    if paragraph 25.3.1 does not apply, then the Pool
          Funds Administrator will act in accordance first with
          paragraph 21.1.1, then with paragraph 21.1.2, then with
          paragraph 21.1.4 and only then with paragraph 21.1.6.
     
25.4     Amounts in default: Each non-paying Pool Debtor will be
    responsible in relation to any amount in default in
    accordance with the following paragraphs:

     25.4.1    each non-paying Pool Debtor will be responsible
          for the repayment of all amounts of principal drawn
          down under the Credit Facility in respect of any
          amount in default relating to that Pool Debtor as if
          the Pool Funds Administrator had made a loan to such
          Pool Debtor of the relevant amount and the amounts so
          payable are to be paid to, or otherwise made available
          for credit to, the Pool Clearing Account as soon as
          possible, but in any event no later than two Business
          Days after the relevant Payment Date;
     
     25.4.2    each non-paying Pool Debtor will be responsible
          also for interest (determined in accordance with
          paragraph 25.4.4) on all amounts of principal drawn
          down under the Credit Facility in respect of any
          amount in default relating to that Pool Debtor as if
          the Pool Funds Administrator had made a loan to such
          Pool Debtor of the relevant amount and the amount so
          payable by way of interest is to be paid to, or
          otherwise made available for credit to, the Pool
          Clearing Account by no later than the day notified by
          the Pool Funds Administrator to such Pool Debtor for
          payment thereof (being the date which is 2 Business
          Days prior to the date on which interest is payable
          under the Credit Facility by the Pool Funds
          Administrator to the Facility Bank for the month in
          which the principal amount in question was
          outstanding);
     
     25.4.3    each non-paying Pool Debtor will further be
          responsible for its proportionate share (determined in
          accordance with paragraph 25.4.5) of any additional
          sum payable to the Facility Bank pursuant to the terms
          of the Credit Facility as if the Pool Funds
          Administrator had made a loan to such Pool Debtor of
          the relevant amount and the amount so payable is to be
          paid to, or otherwise made available for credit to,
          the Pool Clearing Account forthwith on notification
          thereof by the Pool Funds Administrator to the Pool
          Debtor in question;

     25.4.4    for the purposes of paragraph 25.4.2, interest is
          to be calculated using the effective daily rate of
          interest reasonably determined by the Pool Funds
          Administrator on the basis of the aggregate interest
          (including any compound interest) payable under the
          Credit Facility in relation to any particular day; and
     
     25.4.5    for the purposes of paragraph 25.4.3, the
          proportionate share for a particular non-paying Pool
          Debtor is the amount (if any) which the Pool Funds
          Administrator reasonably determines (after consultation
          with the Facility Bank) as being the amount of any
          additional sum payable in accordance with the terms of
          the Credit Facility attributable to drawings under the
          Credit Facility made in respect of that Pool Debtor.

25.5     Application of payments: On the Relevant Date the Pool Funds
    Administrator shall, if the amount in question has not been
    received in full from the nonpaying Pool Debtor:

     25.5.1    first debit the Pool Reserve Account and credit
          the Pool Clearing Account with a sum not exceeding the
          amount of funds (if any) standing to the credit of the
          non-paying Pool Debtor in the Pool Reserve Account;
     
     25.5.2    if that sum is insufficient to repay in full the
          amount in question, the Pool Funds Administrator shall
          call the Letter of Credit (if any) provided by the
          non-paying Pool Debtor (for an amount not exceeding the
          available amount) and pay or cause the proceeds thereof
          to be paid into the Pool Clearing Account; and
     
     25.5.3    if the amount credited to the Pool Clearing
          Account after following the foregoing procedure is
          insufficient, reduce payments to all Pool Creditors in
          proportion to the amounts payable to them on the
          Payment Date to which the default relates,

     so that, in any case, the Pool Funds Administrator has
     available to it on the Pool Clearing Account sufficient
     funds to comply with paragraph 25.6. For the purposes of
     this paragraph, the "Relevant Date" is whichever of the
     following is applicable:

     (a)  in relation to any principal amount for which a
          non-paying Pool Debtor is responsible under paragraph
          25.4.1, the last date specified for payment under
          paragraph 25.4.1;
     
     (b)  in relation to any principal amount as referred to in
          sub-paragraph (a), the first date (if earlier than the
          date referred to in sub-paragraph (a)) on which the
          Pool Funds Administrator is reasonably of the opinion
          that the non-paying Pool Debtor will not repay
          forthwith all of the amounts of principal in question;
     
     (c)  in relation to payment of interest under paragraph
          25.4.2, the last date for payment thereof; and
     
     (d)  in relation to an additional amount under paragraph
          25.4.3 the last date for payment of this amount.

25.6 Payments to Facility Bank: To the extent of any payment by
     the non-paying Pool Debtor and/or if any of the
     circumstances described in sub-section 25.5 occur, the Pool
     Funds Administrator will forthwith repay to the Facility
     Bank by credit to the Pool Borrowing Account, if applicable,
     an amount equal, in the former case, to the amount so paid
     and, in the latter case, to the amount which should have
     been paid by the non-paying Pool Debtor.

25.7     Reduction in payments to Pool Creditors: A reduction in
    payments as contemplated by paragraph 25.5.3 will also apply
    in the event of any amounts drawn down under the Credit
    Facility being required to be repaid in accordance with the
    terms of the Credit Facility and the Pool Funds
    Administrator shall account for such reduction in the Pool
    Ledger Accounts as amounts due and owing by the non-paying
    Pool Debtor to each Pool Creditor whose payments were
    reduced.

25.8     Enforcement of Claims and other provisions: Sub-sections
    21.7, 21.8, 21.9, 21.10 and Section 24 shall have effect in
    relation to amounts due from a non-paying Pool Debtor which
    arise under the foregoing sub-sections.

25.9     Unavailability of Credit Facility: If at any time the Credit
    Facility ceases to be unconditionally available and
    paragraph 15.1.2 shall thereupon have become effective, the
    whole or any part of the Security Cover thereby required to
    be provided by each Providing Member or the Grid Operator
    may be provided by a credit to the Pool Reserve Account,
    unless otherwise determined by the Executive Committee. The
    Executive Committee shall from time to time assess (in
    consultation with the Pool Funds Administrator) and
    determine the amount of Security Cover which would be
    required pursuant to paragraph 15.1.2 as if that paragraph
    were in effect and such assessment and determination shall
    apply for the purposes of paragraph 16.2.2 if paragraph
    15.1.2 becomes applicable, pending any revised assessment by
    the Executive Committee.

25.10    Interpretation: Terms and expressions used in this
    Section 25 shall, unless the context otherwise requires,
    have the same meanings as are given to them for the purposes
    of Clause 21.

26.  CREDIT FACILITY: GENERAL

26.1     Notifications to the Executive Committee: The Pool Funds
    Administrator shall notify the Executive Committee
    forthwith:

     26.1.1    on it becoming aware of any circumstances which
          might lead to an event under the Credit Facility as a
          result of which the Credit Facility might cease to be
          available; and
     
     26.1.2    upon receipt of a written demand from the Facility
          Bank pursuant to the terms of the Credit Facility as a
          result of which the Facility ceases to be available;
          and

     26.1.3    in the event that the Facility Bank requires any
          additional amount to be paid under the Credit Facility
          by reason of any increased costs to the Facility Bank
          or any changes in circumstances.

26.2     Notifications to Providing Members and the Grid Operator:
    The Pool Funds Administrator shall notify the Providing
    Members and the Grid Operator as soon as reasonably
    practicable after receipt by it of a notice from the
    Facility Bank that an additional amount will or may be
    payable by the Pool Funds Administrator to the Facility Bank
    under the terms of the Credit Facility.

26.3 Amendment and Cancellation:

     26.3.1    The Pool Funds Administrator shall not:
     
          (a)  amend or supplement, or agree to any amendment or
               supplement to, the terms of the Credit Facility
               without the approval of the Executive Committee;
               or
          
          (b)  cancel the Credit Facility unless either the
               approval of the Executive Committee has been
               obtained or paragraph 26.3.2 applies.
     
     26.3.2    The Pool Funds Administrator shall cancel the
          Credit Facility in full at any time if a resolution to
          that effect is passed (on a simple majority vote) by
          the Providing Members in separate general meeting and
          the Grid Operator consents or if all Providing Members
          and the Grid Operator have requested such cancellation.

26.4     Extension and Renewal: The Pool Funds Administrator shall
    negotiate with the Facility Bank an extension or renewal of
    the Credit Facility on the instructions of the Executive
    Committee and, in the absence of such instructions, shall
    begin negotiations with the Facility Bank no later than ten
    weeks before the Credit Facility is due to terminate in
    accordance with its terms, with a view to the extension or
    renewal of the Credit Facility on substantially the same
    terms for a further year and, in any event, to keep the
    Executive Committee informed on a timely basis of the
    progress of any such negotiations. The Pool Funds
    Administrator shall, however, act only with the approval and
    consent of the Executive Committee in agreeing any extension
    or renewal of the Credit Facility and the Executive
    Committee shall be responsible for deciding whether or not
    to renew or extend the Credit Facility and, if so, on what
    terms and for what period.

26.5     Fees not attributable to a particular Providing Member or
    the Grid Operator: Any fees (and any additional amounts
    payable under the terms of the Credit Facility which are not
    the responsibility of any particular Providing Member or the
    Grid Operator) charged under the Credit Facility to the Pool
    Funds Administrator shall be recharged to the Providing
    Members, in accordance with their respective Providing
    Member Contributory Shares (to be calculated on the basis of
    those current on the date on which the relevant fee (or the
    relevant portion thereof) or additional amount is payable by
    the Pool Funds Administrator under the Credit Facility and
    having deducted the relevant Credit Facility Contribution).

26.6     Fees attributable to the Grid Operator: The Grid Operator
    shall, from the date on which it first becomes a Pool Debtor
    and for the period thereafter during which the Credit
    Facility is in place, pay each year to the Pool Funds
    Administrator the Credit Facility Contribution on a date
    agreed from time to time by the Grid Operator and the Pool
    Funds Administrator (and, failing such agreement, on 31st
    January in each year). If the Credit Facility is available
    for part of a year only, the Credit Facility Contribution
    shall be adjusted accordingly on a pro rata basis.

26.7     No additional charge: The Pool Funds Administrator shall not
    make any additional charge for arranging, participating in
    or administering the Credit Facility.

<PAGE>

                             ANNEX 1
                                
                       Form of Advice Note

                           ADVICE NOTE


DATE:                            Entergy Pool Funds
                                 Administration Ltd
                                 Room 157.2
                                 185 Park Street
                                 London SE1 9DY
                                 TELEPHONE: (0171) 620-9456
                                 FAX NO:        (0171) 401 2799
                                 
NAME:                            

ADDRESS:                         


                                 ADVICE NOTE:
                                 
                                 PAYMENT DATE:
                                 
FAX NO:                          

                    THIS IS NOT A TAX INVOICE


Advice Note issued in accordance with the Pooling and Settlement
Agreement for the Electricity Industry in England and Wales dated
30th March 1990 as amended, varied or supplemented from time to
time.

SETTLEMENT     RUN/   DESCRIPTION          AMOUNT          AMOUNT
DATE           TYPE                       PAYABLE         PAYABLE
                                          EXC VAT         INC VAT
                                                                 
                                                   







          DO NOT NET YOUR PAYABLES TO YOUR RECEIVABLES

A wholly owned subsidiary of The National Grid Company plc. Regd.
in England
No. 2444187 VAT No 547 8630 11

<PAGE>

                             ANNEX 2

                   Form of Confirmation Notice

                       CONFIRMATION NOTICE


DATE:                            Entergy Pool Funds
                                 Administration Limited
                                 Room 157.2
                                 185 Park Street
                                 London SE1 9DY
                                 
TELEPHONE:                       

FAX NO:                          

TELEX:                           

ADDRESS:                         

                                 CONFIRMATION NO:
                                 
                                 PAYMENT DATE:
                                 
FAX NO:                          

Confirmation Note issued in accordance with the Pooling and
Settlement Agreement for the Electricity Industry in England and
Wales dated 30th March 1990 as amended, varied or supplemented
from time to time.
                      THIS IS A TAX INVOICE

PAYMEN  SETTLEMEN DESCRIPTI  AMOUNT     VAT    VAT     AMOUNT
T       T         ON         PAID       RATE   PAID    PAID
DATE    DATE                 EXC VAT                   INC VAT

                                                       







A wholly owned subsidiary of The National Grid Company plc. Regd.
in England No
2444187 VAT No 547 8630 11

<PAGE>

                             ANNEX 3
                                
                             Part 1
                                
             Form of Settlement Account Designation

To:  Energy Pool Funds Administration Limited
     as Pool Funds Administrator
          and
     Barclays Bank PLC
     54 Lombard Street Branch
     as Pool Banker

                                                            Date:

                 Settlement Account Designation

1.   [Insert name of Pool Member/Ancillary Service Provider/Grid
     Operator] hereby designates the following account as its
     Settlement Account to which you are instructed to remit all
     amounts which are payable to us through the Pool Clearing
     Account in accordance with Schedule 11 to the Pooling and
     Settlement Agreement for the Electricity Industry in England
     and Wales dated 30th March, 1990, as amended, varied or
     supplemented from time to time (the "Agreement") .

Name of      Branch       Sorting      Name of       Account No.
Bank         Address      Code         Account



2.  We hereby designate the following account as our Settlement
    Account from which all payments due from us in accordance
    with Schedule 11 to the Agreement will be remitted.

Name of      Branch       Sorting      Name of       Account No.
Bank         Address      Code         Account



Signed by ...................................................

Position .......................................................

For and on behalf of [Name of Pool Member/Ancillary Services
Provider/Grid Operator]

<PAGE>

                             ANNEX 3
                                
                             Part 2
                                
              Form of Change of Settlement Account

To:  Energy Pool Funds Administration Limited
     as Pool Funds Administrator
          and
     Barclays Bank PLC
     54 Lombard Street Branch
     as Pool Banker

In accordance with sub-section 4.6 of Schedule 11 to the Pooling
and Settlement Agreement [insert name] hereby gives you notice
that, with effect from [insert date] (or 10 Business Days after
you receive this notice, whichever is later), our new Settlement
Account [from which payments due from the undersigned/to which
payments due to the undersigned]* will be paid shall be:

Name of      Branch       Sorting      Name of       Account No.
Bank         Address      Code         Account






Yours sincerely,



[         ]
for and on behalf of
[Name of Pool Member/Ancillary Services Provider/Grid Operator]



*Please complete as appropriate

<PAGE>

                             ANNEX 4

                    Form of Letter of Credit

To:   Energy Pool Funds Administration Limited
      as Pool Funds Administrator

At the request of [Providing Member] [the Grid Operator] we have
opened in your favour our irrevocable Letter of Credit Number (
) for pounds [              ] (amount in words).

This Letter of Credit is available against your sight drafts
accompanied by a signed statement either that the applicant has
failed to pay to you the amount you are claiming under the terms
of the Pooling and Settlement Agreement for the electricity
industry in England and Wales dated 30th March, 1990 (the
"Agreement") or that the claim is being made under sub-section
15.5 or Section 21 of Schedule 11 to the Agreement. Payments
under this Letter of Credit shall be effected immediately to
[insert relevant account details].

Partial drawings are allowed hereunder.

Claims under this Letter of Credit shall be made at the counters
of [insert details of the branch of the issuing bank].

This Letter of Credit expires on [         ].

We waive any right to set off against any amount payable
hereunder any claims we may have against you.

Any demand hereunder must comply with all the above requirements
[and signatures thereon must be confirmed by your Bankers].

This Letter of Credit is subject to Uniform customs and practice
for Documentary Credits (1983 Revision) International Chamber of
Commerce.

We undertake that drafts and documents drawn under and in strict
conformity with the terms of this credit will be honoured upon
presentation.

This Letter of Credit shall be governed by and construed in
accordance with English law,

For and on behalf of [                ] Bank [Plc]".

5.   Schedule 15

     By the deletion from paragraph 3.2.1 and sub-section 4.1 of
     Schedule 15 of the word "or" when it appears after the
     expression "Pool Member" and the substitution therefor of a
     comma, and by the insertion, in such paragraph 3.2.1 and
     such sub-section 4.1 of Schedule 15, of the words "or the
     Grid Operator" immediately after the expression "Ancillary
     Services Provider", wherever it occurs in that paragraph and
     that sub-section.

6.   Schedule 18

     By the deletion of the word "Suppliers" from Section 5 of
     Schedule 18 and the substitution therefor of the word "Grid
     Operator".

7.   Schedule 21

     (a)  By the deletion of the second sentence of paragraph
          17.3 of Schedule 21.

     (b)  By the deletion from paragraph 21.2 of Schedule 21 of
          the word "and" after the semi-colon at the end of
          sub-paragraph (v), by the deletion from such paragraph
          21.2 of Schedule 21 of the full stop at the end of
          sub-paragraph (vi) and the substitution therefor of a
          semi-colon and the word "and", and by the insertion of
          the following new sub-paragraph immediately after
          sub-paragraph (vi) :

          "(vii)    the Grid Operator acting through any
               reasonably nominated employees, agents or
               contractors.".

<PAGE>

                           SIGNATORIES

THE GENERATORS

Anglian Power Generators Limited

Address:       Kings Lynn Power Station, Willows Business Park,
               Saddlebow, Kings Lynn, Norfolk PE34 3RD
Facsimile no:  01553 667166
Attention:     R. Rigg

By:

Barking Power Limited

Address:       Barking Power Station, Chequers Lane, Dagenham, Essex
               RM9 6PF
Facsimile no:  0181984 5174
Attention:     Dr S.J. Mancey

By:

British Nuclear Fuels plc

Address:       F13, Sellafield, Seascale, Cumbria CA20 1PG
Facsimile no:  019467 27132
Attention:     P.L. O'Neill, Business Manager, Electricity
Generation

By:

CeltPower Limited

Address:       Plas Yn Dre Broad Street, Newtown, Powys SY16 2NA
Facsimile no:  01686 629887
Attention:     B. Holst

By:

Citigen (London) Limited

Address:       47-53 Charterhouse Street, London EC1M 6HA
Facsimile no:  0171 253 9319
Attention:     Mr. G. Caswell

By:

Corby Power Limited

Address:       Mitchell Road, Phoenix Parkway, Corby, 
               Northamptonshire NN17 5QT
Facsimile no:  01535 402619
Attention:     General Manager

By:

Derwent Cogeneration Limited

Address:       P.O. Box 5, Spondon, Derby DE21 7BP
Facsimile no:  01332 669829
Attention:     J. Unwin

By:

Eastern Merchant Generation Limited

Address:       Wherstead Park, Wherstead, Ipswich, Suffolk IP9 2AQ
Facsimile no:  01473 552966
Attention:     Coral Woodard

By:

Electricite de France, Service National

Address:       EDF Production Transport, Department Relations avec
               l'Etranger,
               Echanges d'Energie, 2 Rue Louis Murat, 5eme etage,
               75384, Paris Cedex
               08
Facsimile no:  (00 331) 40 42 63 41
Attention:     P. Gaillet

(copy to: Associated Electricity Supplies Limited

Address:        53 St George's Road, Wimbledon, London SW19 4EA
Facsimile no:   0181 944 0750
Attention:      P. Clubb)

By:

Elm Energy & Recycling (UK) Limited

Address:      Elm Energy House, Ettingshall Road, Wolverhampton, West
              Midlands WV2 2LA
Facsimile no: 01902 408517
Attention:    M.D. Wyckoff

Fellside Heat and Power Limited

Address:       Fellside Lodge, Seascale, Cumbria CA20 1PG
Facsimile no:  01946 721130
Attention:     J.A. Bartlett

Fibrogen Limited

Address:       Astley House, 33 Notting Hill Gate, London W 11 3JQ
Facsimile no:  0171 221 8671
Attention:     A. Macdonald

By:

Fibropower Limited

Address:       Astley House, 33 Notting Hill Gate, London W 11 3JQ
Facsimile no:  01712218671
Attention:     A. Macdonald

By:

First Hydra Company

Address:       Bala House, Lakeside Business Village, St. Davids Park,
               Deeside, Clwyd
               CH5 3XJ
Facsimile no:  01244 520697
Attention:     B. Stalker

By:

Humber Power Limited

Address:       South Humber Bank Power Station, South Marsh Road,
               Stallingborough N.E. Lincs. DN37 8BZ
Facsimile no:  01469 578484
Attention:     A. Murray

By:

Independent Energy UK Limited

Address:       St John's Court, 70 St John's Close, Knowle, Solihull,
               West Midlands B93
               ONN
Facsimile no:  01564 770010
Attention:     J. Sulley

By:

Indian Queens Power Limited

Address:       1 Northumberland Avenue, Trafalgar Square, 
               London WC2N 5BW
Facsimile no:  0171872 5539
Attention:     G. Long

Keadby Generation Limited

Address:       P.O. Box 89, Keadby, Scunthorpe, North Lincolnshire
               DN17 3AZ
Facsimile no:  01724 784270
Attention:     Dr. C.K. Stanley

By:

Lakeland Power Limited

Address:       Roosecote Power Station, Roosecote Marsh,
               Barrow-in-Furness, Cumbria
               LA13 0PQ
Facsimile no:  01229 870919
Attention:     Jackie Mahon

By:

Magnox Electric plc

Address:       Berkeley Centre, Berkeley, Gloucestershire GL13 9PB
Facsimile no:  01453 810451
Attention:     Company Secretary

By:

Medway Power Limited

Address:       Medway Power Station, Isle of Grain, Rochester, Kent
               ME3 OAG
Facsimile no:  01634 271666
Attention:     P. Stinson

By:
                                
Midlands Power (UK) Limited

Address:       Headquarters, Mucklow Hill, Halesowen, West Midlands
Facsimile No:  0121 423 0261
Attention:     Company Secretary

By:

National Power, plc

Address:       Windmill Hill Business Park, Whitehill Way, Swindon,
               Wiltshire
               SN5 6PB
Facsimile No:  01793 893051
Attention:     G. Brown

By:

Nuclear Electric Limited

Address:       Barnett Way, Barnwood, Gloucester GL4 3RS
Facsimile No:  01452 653375
Attention:     Company Secretary

By:

Peterborough Power Limited

Address:       Storeys Bar Road, Peterborough PE1 5NT
Facsimile No:  01733 894622
Attention:     W. Burrough

By:

PowerGen plc

Address:       Westwood Way, Westwood Business Park, Coventry CV4 8LG
Facsimile No:  01203 425479
Attention:     S. Skillings

By:

Regional Power Generators Limited

Address:       Glanford Brigg Generating Station, Scawby Brook, Brigg,
               South Humberside DN70 SILT
Facsimile no:  01482 495916
Attention:     P. Knight

By:

Scottish Hydro-Electric plc

Address:       Inveralmond House, 200 Dunkeld Road, Perth PHI 3AQ
Facsimile no:  01738 456190
Attention:     R. Hackland

By:

Scottish Power plc

Address:       Strathkelvin House, Kirkintilloch, Glasgow G66 1RN
Facsimile no:  0141636 4706
Attention:     B.J.H. Paget

By:

Slough Energy Supplies Limited

Address:       342 Edinburgh Avenue, Slough SL1 4TU
Facsimile no:  01753 790038
Attention:     P.N. Jackson

By:

Teesside Power Limited

Address:       Four Millbank, London SW1P SET
Facsimile no:  0171 316 5322
Attention:     D. Lewis

By:

Winterton Power Limited

Address:       800 Park Avenue, Aztec West, Bristol BS12 4SE
Facsimile no:  01454 616675
Attention:     T. Masood

<PAGE>

THE SUPPLIERS

British Gas Trading Ltd

Address:       17 London Road, Staines, Middlesex TW18 4AE
Facsimile no:  01784 413242
Attention:     T. Brookshaw

By:

British Nuclear Fuels plc

Address:       F13, Sellafield, Seascale, Cumbria CA20 1PG
Facsimile no:  019467 27132
Attention:     P.L. O'Neill, Business Manager, Electricity
Generation

By:

Candecca Resources Limited

Address:       Welton Gathering Centre, Barfield Lane, off Wragby
               Road, Sudbrooke, Lincoln LN2 2QU
Facsimile no:  01522 754255
Attention:     D. Wood

By:

Citigen (London) Limited

Address:       47-53 Charterhouse Street, London EC1M 6HA
Facsimile no:  0171 253 9319
Attention:     G. Caswell

By:

Crosfield Limited

Address:       Banl; Quay, PO Box 26, Warrington, Cheshire WA5 1AB
Facsimile no:  01925 59823
Attention:     K. Sowley

By:

Eastern Electricity plc

Address:       Wherstead Park, PO Box 40, Wherstead, Ipswich, 
               Suffolk IP9 2AQ
Facsimile no:  01473 554393
Attention:     J. Whelan

By:

East Midlands Electricity plc

Address:       398 Coppice Road, PO Box 4, North PDO Arnold,
               Nottingham NG5 7HX
Facsimile no:  01159 358190
Attention:     A. Musto

By:

Electricite de France, Service National

Address:       EDF Production Transport, Department Relations avec
               l'Etranger,
               Echanges d'Energie, 2 Rue Louis Murat, 5eme etage,
               75384, Paris,
               Cedex 08
Facsimile no:  (010 331) 40 42 6341
Attention:     P. Gaillet

(copy to: Associated Electricity Supplies Limited

Address:       53 St. George's Road, Wimbledon, London SW19 4EA
Facsimile no:  0181 944 0750
Attention:     P. Clubb)

By:

Energy Supply Contracts Limited

Address:       The Havens, Ransomes Europak, Ipswich, Suffolk IP3 9SJ
Facsimile no:  01473 273871
Attention:     E.C. Cumberland

By:

Enron Capital and Trade Resources

Address:       Four Millbank, London SW 1P 3ET
Facsimile no:  0171873 0140
Attention:     D. Gosling

By:

Impkemix Energy Limited

Address:       PO Box 90, Wilton Centre, Middlesborough, Cleveland
               TS90 8JE
Facsimile no:  01642 437838
Attention:     K.J. Green

By:

Independent Energy UK Limited

Address:       St. John's Court, St. John's Close, Knowle, I`'est
               Midlands B93 ONN
Facsimile no:  01564 770010
Attention:     J. Sulley

By:

London Electricity plc

Address:       Templar House, 81-87 High Holborn, London WC1V 6NU
Facsimile no:  0171 430 2903
Attention:     M. Holmes

By:

Magnox Electric plc

Address:       Berkeley Centre, Berkeley, Gloucestershire GL13 9PB
Facsimile no:  01453 810451
Attention:     Company Secretary

By:

Manweb plc

Address:       Manweb House, Kingsfield Court, Chester Business Park,
               Chester CH4 9QH
Facsimile no:  0141568 3393
Attention:     P. Brown, Energy Supply, Cathcart Business Purls,
               Spean Street, Glasgow G44 4BE

By:

Midlands Electricity plc

Address:       Mucklow Hill, Halesowen, West Midlands B62 8BP
Facsimile no:  0121423 2777
Attention:     R. Murray

By:

National Power plc

Address:       Windmill Hill Business Park, Whitehill Way, Swindon,
               Wiltshire SN5 6PB
Facsimile no:  01793 893051
Attention:     G. Brown

By:

Norsk Hydro (UK) Limited

Address:       Bridge House, 69 London Road, Twickenham, Middlesex TW1
               3RH
Facsimile no:  0181892 1686
Attention:     J. Hamilton

By:

Northern Electric plc

Address:       Carliol House, Market Street, Newcastle upon Tyne NE1
               ONE
Facsimile no:  0191 235 2295
Attention:     M. Chandler

By:

NORWEB plc

Address:       Talbot Road, Manchester M16 OHQ
Facsimile no:  0161875 7089
Attention:     K. Lee

By:

Nuclear Electric Limited

Address:       Barnett Way, Barnwood, Gloucester GL4 3RS
Facsimile no:  01452 653375
Attention:     Company Secretary

By:

PowerGen plc

Address:       Westwood Way, Westwood Business Park, Coventry CV4 8LG
Facsimile no:  01203 425479
Attention:     S. Skillings

By:

Scottish Hydro-Electric plc

Address:       Inveralmond House, 200 Dunkeld Road, Perth PHI 3AQ
Facsimile no:  01738 456190
Attention:     R. Hackland

By:

Scottish Power plc

Address:       Strathkelvin House, Kirkintilloch, Glasgow G66 1RN
Facsimile no:  0141636 4706
Attention:     B.J.H. Paget

By:

SEEBOARD plc

Address:       PO Box 639, 329 Portland Road, Hove, East Sussex BN3
               3SY
Facsimile no:  01273 428404
Attention:     R.A. Page

By:

Shell Power Limited

Address:       Rowlands Way, Withenshawe, Manchester M22 5SB
Facsimile no:  0161499 8387
Attention:     John Tucker

By:

Slough Energy Supplies Limited

Address:       342 Edinburgh Avenue, Slough SL1 4TU
Facsimile no:  01753 790038
Attention:     P.N. Jackson

By:

Southern Electric plc

Address:       Westacott Way, Littlewick Green, Maidenhead, Berkshire
               SL6 3QB
Facsimile no:  01628 584410
Attention:     J. Sykes

By:

South Wales Electricity plc

Address:       Newport Road, St. Mellons, Cardiff CF3 9XW
Facsimile no:  01222 790971
Attention:     M. Mackey

By:

South Western Electricity plc

Address:       800 Park Avenue, Aztec West, Almondsbury, Bristol BS12
               4SE
Facsimile no:  01454 616675
Attention:     D.G. Harris

By:

The Renewable Energy Company Limited

Address:       Stroud House, Russell Street, Stroud, Glos GL5 BAN
Facsimile no:  01453 756222
Attention:     M. Alder

By:

UK Electric Power Limited

Address:       Overdale, Synchant Pass Road, Conwy, Gwynedd LL32 ORE
Facsimile no:  01492 592077
Attention:     N.Bryson

By:

UML Limited

Address:       PO Box 115, Part Sunlight, Wirral, Merseyside L62 4ZL
Facsimile no:  0151 643 6299
Attention:     R. Ashton

By:

Yorkshire Electricity Group plc

Address:       Wetherby Road, Scarcroft, Leeds LS14 3HS
Facsimile no:  01132 895926
Attention:     Company Secretary

By:

THE OTHER PARTIES

Accord: Energy Ltd

Address:       Heron House, 322 High Holborn, London WC1V 7PW
Facsimile no:  0171 269 4010
Attention:     B. King

By:

AES Barry Limited

Address:       Sully Moors Road, Sully, S. Glamorgan CF64 5YU
Facsimile no:  01446 722587
Attention:     P. Norgeot

By:

Alcan Aluminium UK Limited

Address:       Lynemouth Power Station, Ashington, Northumberland NE63
               9YH
Facsimile no:  01670 393970
Attention:     D. Alderton

By:

British Gas plc

Address:       17 London Road, Staines, Middlesex TW18 4AE
Facsimile no:  01784 645453
Attention:     D. Meachem

By:

Cabah Energy Limited

Address:       c/o ABB ForStar Developments Limited, Tilfold House,
               Farnham Business Park, Weydon Lane, Farnham, 
               Surrey GU9 8QT
Facsimile no:  01252 732110
Attention:     Paul Abbott

By:

Eastern Generation Services Limited

Address:       Wherstead Park, Wherstead, Ipswich, Suffolk IP9 2AQ
Facsimile no:  01473 601036
Attention:     Ms. C. Woodard

By:

Enfield Energy Centre Limited

Address:       Concorde House, Concorde Way, Stockton on Tees,
               Cleveland TS18 3RB
Facsimile no:  01642 678123
Attention:     K. Clarke

By:

Fibrowatt Thetford Limited

Address:       Astley House, 33 Notting Hill Gate, London W 11 3JQ
Facsimile no:  0171 221 8671
Attention:     Rupert Fraser

By:

Hydro Electric Energy Limited

Address:       c/o Scottish Hydro Electric PLC, Inveralmond House, 200
               Dunkeld Road, Perth PH 1 3AQ
Facsimile no:  01738 455281
Attention:     Company Secretary

By:

Keadby Power Limited

Address:       P.O. Box 89, Keadby, Scunthorpe, North Lincolnshire
               DN17 3AZ
Facsimile no:  01724 784270
Attention:     Dr. C.K. Stanley

By:

Kingsnorth Power Limited

Address:       c/o Budd Martin & Co, Industria House, Red Houses, St.
               Brelade, Jersey JE3 OLD
Facsimile no:  01534 44777
Attention:     R. Martin

By:

Meter Operators Limited

Address:       Ryden Lane, Charton, Nr. Pershore, Worscester WR10 3LQ
Facsimile no:  01386 861113
Attention:     R. Edmed

By:

Pentex (East Midlands) Limited

Address:       Union Buildings, 15 Union Street, Aberdeen AB1 2BU
Facsimile no:  01244 211444
Attention:     H. Jamieson

By:

Rocksavage Power Company Limited

Address:       20 St. James's Street, London SW1A lES
Facsimile no:  0171839 0905
Attention:     G. Grant

By:

Seabank Power Limited

Address:       Severn Road, Hallen, Bristol BS10 7SP
Facsimile no:  0117 982 0351
Attention:     J.P. Baldry, General Manager

By:

Spalding Energy Company Limited

Address:       20 St. James's Street, London SW1A lES
Facsimile no:  0171839 0905
Attention:     G. Grant

THE METER OPERATOR PARTIES WHO ARE NOT PARTIES

Control Devices and Systems Limited

Address:      P.O. Box 56, 101 Mill Lane, Newbury, Berkshire RG14 5RE 
Telex no:     849B11
Facsimile no: 01635 528224
Attention:    J.W. Dowse

By:

DrakMarn O&M Ltd

Address:       Westwood Way, Westwood Business Park, Coventry CV4 8LG
Facsimile no:  01203 425431
Contact:       Company Secretary

By:

E. Squared Limited

Address:       52-54 Southwark Street, London SE1 1UN
Facsimile no:  0171 378 0012
Attention:     Graham Nicholls

By:

Northern Energy Services Limited

Address:       208 Askern Road, Bentley, Doncaster DN5 OEU
Facsimile no:  01302 820790
Attention:     W. Tuczemzkyi

By:

PowerMet Limited

Address:       13 Wimpole Street, London W1M 7AB
Facsimile no:  0171 493 7151
Attention:     M. Rugman

By:

Schlumberger Industries Limited

Address:       Langer Road, Felixstowe, Suffolk IP11 8ER
Facsimile no:  01394 276030
Attention:     A.P. Mahoney, Managing Director

By:

Stanor National Contracts

Address:       66/68 Kingsland Road, London E2 8DP
Facsimile no:  0171 739 6135
Attention:     A. Yardley

By:

The Challenge Group

Address:       22 Tally Road, Oxted, Surrey RHO OTG
Facsimile no:  01883 730543
Attention:     J. Glover

By:

EXTERNAL POOL MEMBERS

British Nuclear Fuels plc

Address:       F13, Sellafield, Seascale, Cumbria CA20 1PG
Facsimile no:  019467 27132
Attention:     P.L. O'Neil, Business Manager, Electricity
               Generation

By:

Electricite de France, Service National

Address:       EDF Production Transport, Departement Relations avec
               l'Etranger,
               Echanges d'Energie, 2 Rue Louis Murat, 5eme etage,
               75384 Paris,
               Cedex 08
Telex no:      280098 FRANCE
Facsimile no:  (00 331) 40 42 63 41
Attention:     P. Gaillet

(copy to: Associated Electricity Supplies Limited

Address:       53 St. George's Road, Wimbledon, London SW19 4EA
Facsimile no:  0181 944 0750
Attention:     P. Clubb)

By:

Scottish Hydro-Electric plc

Address:       Inveralmond House, 200 Dunkeld Road, Perth PHI 3AQ
Facsimile no:  01738 456190
Attention:     R. Hackland

By:

Scottish Power plc

Address:       Strathkelvin House, Kirkintilloch, Glasgow G66 1RN
Facsimile no:  0141 636 4706
Attention:     B.J.H. Paget

By:

SETTLEMENT SYSTEM ADMINISTRATOR

Energy Settlements and Information Services Limited

Address:       Fairham House, Green Lane, Clifton, Nottingham NG11 SLN
Facsimile no:  0115 945 6728
Attention:     G.K. James, General Manager

By:

POOL FUNDS ADMINISTRATOR

Energy Pool Funds Administration Limited

Address:       3rd Floor, 185 Park Street, London SE1 9DY
Facsimile no:  01203 423558
Attention:     A. Marks, Director (National Grid House, 2nd
               Floor, Kirby Corner Road, Coventry CV4 8JY)

By:

GRID OPERATOR

EXECUTED AS A DEED by         )
The National Grid             )
Company plc by the            )
affixing of its               )
common seal in the            )
presence of:                  )



MEMBER OF BOARD SEALING COMMITTEE
Authorised Signatory



Address:       National Grid House, Kirby Corner Road, Coventry CV4
               8JY
Telex no:
Facsimile no:  01203 423577
Attention:     Company Secretary (copy to:J. Irgin, c/o A.G.
               Ferens,
               The National Grid Company plc, St. Catherine's Lodge,
               Bearwood Road, 
               Sindlesham, Nr. Wokingham, Berkshire RG11 5BN)


ANCILLARY SERVICES PROVIDER

EXECUTED AS A DEED by         )
The National Grid             )
Company plc by the            )
affixing of its               )
common seal in the            )
presence of:-                 )

MEMBER OF BOARD SEALING COMMITTEE
Authorised Signatory



Address:       National Grid House, Kirby Corner Road, Coventry CV4
               8JY
Telex no:      25815
Facsimile no:  01203 423577
Attention:     Company Secretary (copy to Mr. Carlton)

<PAGE>

EXTERNALLY INTERCONNECTED PARTIES

Scottish Power plc

Address:       Strathkelvin House, Kirkintilloch, Glasgow G66 1RN
Telex No:
Facsimile No:  0141636 4706
Attention:     B.J.H. Paget

By:

Electricite de France, Service National

Address:  EDF Department Transport, Departement Relations avec
          l'Etranger,
          Echanges d'Energie, 2 Rue Louis Murat, 5eme etage,
          75384 Paris, Cedex
          08
          280098 FRANCE
          (00 331) 40 42 63 41
          P. Gaillet

(copy to: Associated Electricity Supplies Limited

Address:       53 St. George's Road, Wimbledon, London SW19 4EA
Telex no:
Facsimile no:  0181 944 0750
Attention:     P. Clubb)

By:
                                
<PAGE>

                       DATED 27 May, 1997


                         THE GENERATORS
                          named herein

                             - and -

                          THE SUPPLIERS
                          named herein

                             - and -

       ENERGY SETTLEMENTS AND INFORMATION SERVICES LIMITED
               as Settlement System Administrator

                             - and -

                        ENERGY POOL FUNDS
                     ADMINISTRATION LIMITED
                   as Pool Funds Administrator

                             - and -

                  THE NATIONAL GRID COMPANY plc
        as Grid Operator and Ancillary Services Provider

                             - and -

                       SCOTTISH POWER plc
                               and
             ELECTRICITE DE FRANCE, SERVICE NATIONAL
                          as Externally
                     Interconnected Parties

                             - and -

                        THE OTHER PARTIES
                          named herein

                             - and -

                   THE METER OPERATOR PARTIES
                          named herein

                  EIGHTEENTH SUPPLEMENTAL DEED
        relating to the Pooling and Settlement Agreement
                  for the Electricity Industry
                      in England and Wales

<PAGE>

                            CONTENTS

                                                         Page
                                                           
1.  INTERPRETATION                                        2
                                                         
2.  AMENDMENTS                                            2
                                                         
3.  CONTINUATION OF THE POOLING AND SETTLEMENT            2
    AGREEMENT
                                                         
4.  MISCELLANEOUS                                         2
                                                         
5.  ENTIRE AGREEMENT                                      2
                                                         
6.  GOVERNING LAW                                         3
                                                         
SCHEDULE 1:  Part I: The Generators                       4
                                                         
             Part II: The Suppliers                       8
                                                         
SCHEDULE 2:  The Other Parties                            12
                                                         
SCHEDULE 3:  The Meter Operator Parties who are not       14
             Parties
                                                         
SCHEDULE 4:  Amendments to the Pooling and Settlement     15
             Agreement
                                                         
SIGNATORIES                                               21

<PAGE>

THIS SUPPLEMENTAL DEED is made on 27 May, 1997

BETWEEN:

(1)  THE PERSONS whose names, registered numbers and registered
or principal offices are set out in Part I of Schedule 1;

(2)  THE PERSONS whose names, registered numbers and registered
or principal offices are set out in Part II of Schedule 1;

(3)  ENERGY SETTLEMENTS AND INFORMATION SERVICES LIMITED
(registered number 2444282) whose registered office is situate at
Fairham House, Green Lane, Clifton, Nottingham NG11 9LN as
Settlement System Administrator;

(4)  ENERGY POOL FUNDS ADMINISTRATION LIMITED (registered number
2444187) whose registered office is situate at 185 Park Street,
London SE1 9DY as Pool Funds Administrator;

(5)  THE NATIONAL GRID COMPANY plc (registered number 2366977)
whose registered office is situate at National Grid House, Kirby
Corner Road, Coventry CV4 8JY as Grid Operator and Ancillary
Services Provider;

(6)  SCOTTISH POWER plc (registered number 117120) whose
principal office is situate at 1 Atlantic Quay, Glasgow G2 8SP,
Scotland as an Externally Interconnected Party;

(7)  ELECTRICITE DE FRANCE, SERVICE NATIONAL whose principal
office is situate at Departement Relations avec l'Etranger,
Echanges d'Energie, 2 Rue Louis Murat, 5eme etage, 75384 Paris,
Cedex 08, France as an Externally Interconnected Party;

(8)  THE OTHER PARTIES whose names, registered numbers and
registered or principal offices are set out in Schedule 2; and

(9)  THE METER OPERATOR PARTIES whose names, registered numbers
and registered or principal offices are set out in Schedule 3.

WHEREAS :

(A)  by a Pooling and Settlement Agreement for the Electricity
Industry in England and Wales dated 30th March, 1990 (the
"Pooling and Settlement Agreement") the parties thereto agreed to
give effect to and be bound by certain rules and procedures for
the operation of an electricity trading pool and the operation of
a settlement system;

(B)  the Pooling and Settlement Agreement has been amended and/or
restated by seventeen supplemental agreements, and hereinafter
references to the Pooling and Settlement Agreement are to that
agreement as most recently amended and restated; and

<PAGE>

(C)  the parties to this Deed (being (I) all the Parties at the
date hereof and (ii) all the Meter Operator Parties at the date
hereof) have agreed to amend the Pooling and Settlement Agreement
on the terms and subject to the conditions set out below.

NOW THIS DEED WITNESSES as follows:

1.   INTERPRETATION

1.1  Except where defined herein or where the context otherwise
requires, words and expressions defined in the Pooling and
Settlement Agreement shall have the same respective meanings when
used in this Deed.

1.2  The table of contents and the headings to each of the
Clauses are inserted for convenience only and shall be ignored in
construing this Deed.

2.   AMENDMENTS

The parties hereby agree that with effect on and from midnight on
31st March, 1997, the Pooling and Settlement Agreement shall be
amended as set out in Schedule 4.

3.   CONTINUATION OF THE POOLING AND SETTLEMENT AGREEMENT

The Pooling and Settlement Agreement shall remain in full force
and effect and this Deed and the Pooling and Settlement Agreement
shall be treated as one document so that, upon the Pooling and
Settlement Agreement being amended pursuant to Clause 2, all
references to the Pooling and Settlement Agreement shall be
treated as references to that agreement as amended by this Deed.

4.   MISCELLANEOUS

The provisions of Clauses 75 to 79 (inclusive) and 81 to 84
(inclusive) of the Pooling and Settlement Agreement shall be
deemed to be incorporated herein mutatis mutandis.

5.   ENTIRE AGREEMENT

5.1  Each party acknowledges that in entering into this Deed on
the terms set out herein it is not relying upon any
representation, warranty, promise or assurance made or given by
any other party or any other person, whether or not in writing,
at any time prior to the execution of this Deed which is not
expressly set out herein.

5.2  None of the parties shall have any right of action against
any ocher party arising out of or in connection with any
representation, warranty, promise or assurance referred to in
sub-clause 5.1 (except in the case of fraud)

6.  GOVERNING LAW

This Deed shall be governed by, and construed in all respects in
accordance with, English law.

IN WITNESS whereof this document has been duly executed and
delivered as a deed the day and year first above written

<PAGE>


                           SCHEDULE 1:
                     Part I: The Generators

Name                         Registered      Registered or
                             Number          Principal Office
                                             
Anglian Power Generators     2488955         Wherstead Park
Limited                                      Wherstead
                                             Ipswich
                                             Suffolk IP9 2AQ
                                             
Barking Power Limited        2354681         Devonshire House
                                             Mayfair House
                                             London W1X 5FH
                                             
British Nuclear Fuels plc    1002607         Risley
                                             Warrington
                                             Cheshire WA3 6A5
                                             
Celtpower Limited            2656561         13 Charles II Street
                                             London SW1Y 4QT
                                             
Citigen (London) Limited     2427823         152 Grosvenor Road
                                             Rivermill House
                                             London SW1V 3JL
                                             
Corby Power Limited          2329494         Mitchell Road
                                             Phoenix Parkway
                                             Corby
                                             Northamptonshire
                                             NN17 1QT
                                             
Derwent Cogeneration Limited 2703635         Landsdowne House
                                             Berkley Square
                                             London W1X 5DH
                                             
Eastern Merchant Generation  3116225         Wherstead Park
Limited                                      Wherstead
                                             Ipswich
                                             Suffolk
                                             1P9 2AQ

Name                         Registered      Registered or
                             Number          Principal Office
                                             
Electricite de France,                       Department Relations
Service National                             avec
                                             I'Etranger
                                             Echanges d'Energie
                                             2 Rue Louis Murat
                                             5eme etage
                                             75384 Paris
                                             Cedex 08
                                             France
                                             
Elm Energy & Recycling (UK)  2516685         Elm Energy House
Limited                                      Ettingshall Road
                                             Wolverhampton
                                             West Midlands WV2
                                             2LA
                                             
Fellside Heat and Power      2614535         Fellside Lodge
Limited                                      Seascale
                                             Cumbria CA20 1PG
                                             
Fibrogen Limited             2547498         Astley House
                                             33 Notting Hill Gate
                                             London W 11 3JQ
                                             
Fibropower Limited           2234141         Astley House
                                             33 Notting Hill Gate
                                             London W 11 3JQ
                                             
First Hydro Company          2444277         Bala House
                                             Lakeside Business
                                             Village
                                             St. David's Park
                                             Deeside
                                             Clwyd
                                             CH5 3XJ
                                             
Humber Power Limited         2571241         18 Savile Row
                                             London
                                             W1X 1AE
                                             
Indian Queens Power          2928100         1 Northumberland
Company Limited                              Avenue
                                             London
                                             WC2N 5BW


Name                         Registered      Registered or
                             Number          Principal Office
                                             
Independent Energy UK        3033406         2nd Floor, Park
Limited                                      House
                                             Park Street
                                             Maidenhead
                                             Berkshire
                                             SL6 1SL
                                             
Keadby Generation Limited    2729513         P O Box 89, Keadby
                                             Scunthorpe, North
                                             Lincolnshire DN17
                                             3AZ
                                             
Lakeland Power Limited       2355290         Roosecote Power
                                             Station
                                             Roosecote Marsh
                                             Barrow-in-Furness
                                             Cumbria LA 13 OPQ
                                             
Magnox Electric plc          2264251         Berkeley Centre
                                             Berkeley
                                             Gloucestershire GL13
                                             9PB
                                             
Medway Power Limited         2537903         Boston House
                                             The Little Green
                                             Richmond TW9 1QE
                                             
Midlands Power (UK) Limited  2251099         Mucklow Hill
                                             Halesowen
                                             West Midlands B62
                                             8BP
                                             
National Power plc           2366963         Windmill Hill
                                             Business Park
                                             Whitehill Way
                                             Swindon
                                             Wiltshire
                                             SN5 6PB
                                             
Nuclear Electric Limited     3076445         Barnett Way
                                             Barnwood
                                             Gloucester
                                             GL4 3RS
                                             
Peterborough Power Limited   2353599         Storeys Bar Road
                                             Peterborough PE1 5NT
                                             
PowerGen plc                 2366970         53 New Broad Street
                                             London EC2M 1JJ

                                
Name                         Registered      Registered or
                             Number          Principal Office
                                             
Regional Power Generators    2352390         Wetherby Road
Limited                                      Scarcroft,
                                             Leeds LS14 3HS
                                             
Scottish Hydro-Electric plc  117119          10 Dunkeld Road
                                             Perth PH1 5WA
                                             
Scottish Power plc           117120          1 Atlanta Quay
                                             Glasgow G2 8SP
                                             
Slough Energy Supplies       2474514         234 Bath Road
Limited                                      Slough SL1 4EE
                                             
Teesside Power Limited       2464040         4 Millbank
                                             London SW1P 3ET
                                             
Winterton Power Limited      3001798         800 Park Avenue
                                             Aztec West
                                             Almondsbury
                                             Bristol BS12 4SE

<PAGE>                                

                     Part II: The Suppliers

Name                         Registered      Registered or
                             Number          Principal Office
                                             
British Gas Trading Ltd      3078711         Rivermill House
                                             152 Grosvenor Road
                                             London SW1V 3JL
                                             
British Nuclear Fuels plc    1002607         Risley
                                             Warrington
                                             Cheshire WA3 6AS
                                             
Candecca Resources Limited   953066          Welton Gathering
                                             Centre
                                             Barfield Lane
                                             Off Wragby Road
                                             Sudbrooke
                                             Lincoln LN2 2QU
                                             
Citigen (London) Limited     2427823         Rivermill House
                                             152 Grosvenor Road
                                             London SW1V 3JL
                                             
Crosfield Limited            48745           Bank Quay
                                             PO Box 26
                                             Warrington
                                             Cheshire WA5 1AB
                                             
Eastern Electricity plc      2366906         Wherstead Park
                                             PO Box 40
                                             Wherstead
                                             Ipswich
                                             Suffolk IP9 2AQ
                                             
East Midlands Electricity    2366923         PO Box 444
plc                                          Woodyard Lane
                                             Wollaton
                                             Nottingham NG8 1EZ
                                             
Electricite de France,                       Department Relations
Service National                             avec
                                             l'Estranger
                                             Echanges d'Energie
                                             2 Rue Louis Murat
                                             5eme etage
                                             75384 Paris
                                             Cedex 08

Name                         Registered      Registered or
                             Number          Principal Office
                                             
Energy Supply Contracts      172268          The Havens
Limited                                      Ransomes Europark
                                             Ipswich
                                             Suffolk IP3 9SJ
                                             
Enron Capital and Trade      3003823         4 Millbank
Resources                                    London SW1P SET
Limited
                                             
Impkemix Energy Limited      2076043         The Heath
                                             Runcorn
                                             Cheshire WA7 4QF
                                             
Independent Energy UK        3033406         2nd Floor Park House
Limited                                      Park Street
                                             Maidenhead
                                             Berkshire SL6 1SL
                                             
London Electricity plc       2366852         Templar House
                                             81-87 High Holborn
                                             London WC1V 6NU
                                             
Magnox Electric plc          2264251         Berkeley Centre
                                             Berkeley
                                             Gloucestershire GL13
                                             9PB
                                             
Manweb plc                   2366937         Manweb House
                                             Chester Business
                                             Park
                                             Chester CH4 9RF
                                             
Midlands Electricity plc     2366928         Mucklow Hill
                                             Halesowen
                                             West Midlands B62
                                             8BP
                                             
National Power plc           2366963         Windmill Hill
                                             Business Park
                                             Whitehill Way
                                             Swindon
                                             Wiltshire
                                             SN5 6PB
                                             
Norsk Hydra (UK) Limited     841421          Bridge House
                                             69 London Road
                                             Twickenham
                                             MiddlesexTW1 3RH

Name                         Registered      Registered or
                             Number          Principal Office
                                             
Northern Electric plc        2366942         Carliol House
                                             Market Street
                                             Newcastle upon Tyne
                                             NE1 6NE
                                             
NORWEB plc                   2366949         PO Box 14
                                             410 Birchwood
                                             Boulevard
                                             Birchwood
                                             Warrington WA3 7GA
                                             
Nuclear Electric Limited     3076445         Barnett Way
                                             Barnwood
                                             Gloucester
                                             GL4 3RS
                                             
PowerGen plc                 2366970         53 New Broad Street
                                             London EC2M 1JJ
                                             
Scottish Hydro-Electric plc  117119          10 Dunkeld Road
                                             Perth PH1 5WA
                                             
Scottish Power plc           117120          1 Atlantic Quay
                                             Glasgow G2 8SP
                                             
SEEBOARD plc                 2366867         Forest Gate
                                             Brighton Road
                                             Crawley
                                             West Sussex RH11 9BH
                                             
Shell Power Limited          2559630         Rowlands Way
                                             Withenshawe
                                             Manchester M22 5SB
                                             
Slough Energy Supplies       2474514         234 Bath Road
Limited                                      Slough SL1 4EE
                                             
Southern Electric plc        2366879         Westacott Way
                                             Littlewick Green
                                             Maidenhead
                                             Berkshire SL6 3QB
                                             
South Wales Electricity plc  2366985         Newport Road
                                             St. Mellons
                                             Cardiff CF3 9XW


Name                         Registered      Registered or
                             Number          Principal Office
                                             
South Western Electricity    2366894         800 Park Avenue
plc                                          Aztec West
                                             Almondsbury
                                             Bristol BS12 4SE
                                             
The Renewable Energy Company 3043412         Stroud House
Limited                                      Russell Street
                                             Stroud
                                             Gloucestershire
                                             GL5 BAN
                                             
UK Electric Power Limited    2844010         21 St. Thomas Street
                                             Bristol BS1 6US
                                             
UML Limited                  661900          PO Box 115
                                             Port Sunlight
                                             Wirral
                                             Merseyside
                                             L62 4ZL
                                             
Yorkshire Electricity Group  2366995         Wetherby Road
plc                                          Scarcroft
                                             Leeds LS14 3HS

<PAGE>


                           SCHEDULE 2:
                        The Other Parties

Name                         Registered      Registered or
                             Number          Principal Office
                                             
Accord Energy Limited        2877398         Rivermill House
                                             152 Grosvenor Road
                                             London SW1V 3JL
                                             
AES Barry Limited            3135522         Burleigh House
                                             17-19 Worpe Way
                                             Richmond
                                             Surrey TW10 6AG
                                             
Alcan Aluminium UK Limited   750143          Chalfont Park
                                             Gerrards Cross
                                             Buckinghamshire
                                             SL9 0QB
                                             
British Gas plc              2006000         Rivermill House
                                             152 Grosvenor Road
                                             London SW1V 3JL
                                             
Cabah Energy Limited         2759706         190 Strand
                                             London WC2R 1JN
                                             
Eastern Generation Services  2529347         Wherstead Park
Limited                                      Wherstead
                                             Ipswich
                                             Suffolk
                                             IP9 2AQ
                                             
Enfield Energy Centre        2796628         Concorde House
Limited                                      Concorde Way
                                             Stockton on Tees
                                             Cleveland
                                             TS18 3RB
                                             
Fibrowatt Thetford Limited   3057688         Astley House
                                             33 Notting Hill Gate
                                             London W 11 3JQ
                                             
Hydro Electric Energy        2487475         Royex House
Limited                                      Aldermanbury Square
                                             London EC2V 7LD

Name                         Registered      Registered or
                             Number          Principal Office
                                             
Keadby Power Limited         2548042         PO Box 89 Keadby
                                             Scunthorpe North
                                             Lincolnshire DN17
                                             3AZ
                                             
Kingsnorth Power Limited     2656343         Chancery House
                                             53-64 Chancery Lane
                                             London WC2A lQU
                                             
Meter Operators Limited      2841018         Lynton House
                                             7-12 Tavistock
                                             Square
                                             London WC1H 9BQ
                                             
Pentex (East Midlands)       2275006         Union Buildings
Limited                                      15 Union Street
                                             Aberdeen AB1 2BU
                                             
Rocksavage Power Company     18868           20 St. James's
Limited                                      Street
                                             London SW10 4UJ
                                             
Seabank Power Limited        2591188         Severn Road Hallen
                                             Bristol BS10 7SP
                                             
Spalding Energy Company      19668           20 St. James's
Limited                                      Street
                                             London SWlA lES

<PAGE>
                             SCHEDULE 3:
         The Meter Operator Parties who are not Parties

Name                         Registered      Registered or
                             Number          Principal Office
                                             
Control Devices and Systems  1242585         PO Box 56
Limited                                      101 M ill Lane
                                             Newbury
                                             Berkshire
                                             RG14 5RE
                                             
DrakMarn O&M Ltd             3124701         53 New Broad Street
                                             London EC2M 1JJ
                                             
E. Squared Limited           2674129         Almac House
                                             Church Lane
                                             Bisley
                                             Surrey
                                             GU24 9DR
                                             
Northern Energy Services     2868141         5 Derwent Place
Limited                                      Spotborough
                                             Doncaster
                                             DN5 7PN
                                             
PowerMet Limited             2877912         3 Park Place
                                             London SW1A lLP
                                             
Schlumberger Industries      534821          1 Kingsway
Limited                                      London WC2B 6XH
                                             
Stanor National Contracts    2769170         7-12 Tavistock
Limited                                      Square
                                             London W C 1 H 9BQ
                                             
The Challenge Group                          22 Tally Road
                                             Oxted
                                             Surrey RH8 0TG
<PAGE>
                               
                           SCHEDULE 4:
       Amendments to the Pooling and Settlement Agreement

The Pooling and Settlement Agreement shall be amended as follows:

Operative Provisions

(a)  By the insertion of the following new definitions in the
correct alphabetical order in Clause 1.1:

""ERS" means the electronic registration system operated by the
Settlement System Administrator in accordance with Clause 60.5;";

""ERS First Tier Customer" means a Customer with a demand greater
than 100kW, other than a Second Tier Customer, of a Public
Electricity Supplier in respect of whom that Public Electricity
Supplier has registered in ERS the Metering System which is
associated with supplies to that Customer;"; and

""Non-Second Tier System" means a metering system at premises
eligible for supply under a Second Tier Supply Licence in the
authorised area of a Supplier holding a PES Licence but not being
a Metering System in respect of which a Second Tier Supplier is
the Registrant;".

(b)  By the insertion of the following sub-paragraphs on a new
line after the semi colon in the definition of "Non-Pooled
Generation" in Clause 1.1:

"(a) is exempted from holding a Generation Licence; or

(b)  would be exempted from holding a Generation Licence if such
site were the only site owned by that Generator;".

(c)  By the insertion of the words "or Public Electricity
Supplier" immediately after the expression "Second Tier Supplier"
in the definition of "Non-Pooled Generation System" in Clause
1.1.

(d)  By the deletion of sub-paragraphs (a) and (b) from the
definition of "Non-Pooled Generator" in Clause 1.1.

(e)  By the deletion from paragraph (i) of the definition of
"Operator" in Clause 1.1 of the word "Guarantor" where it appears
after the words "Non-Pooled" and the substitution therefor of the
word "Generator".

(f)  By the deletion of paragraph (iv) from the definition of
"Registrant" and the substitution therefor of the following:

(iv) the point of connection to a Distribution System of a
Generator which is Embedded or of a Second Tier Supplier or of a
Second Tier Customer or of an ERS First Tier Customer,
the Party which is such Generator which is Embedded or such
Second Tier Supplier or the Second Tier Supplier in respect of
such Second Tier Customer or the Public Electricity Supplier in
respect of such ERS First Tier Customer, as the case may be; or".

(g)  By the deletion of paragraph (i) from the definition of
"Second Tier Data Collection System" in Clause 1.1 and the
substitution therefor of the following: -

"(i) a Second Tier Customer, an ERS First Tier Customer or a
Non-Pooled Generator;".

(h)  By the deletion from the definition of "Supplier's System
Charge" in Clause 1.1 of the text "Clause 34A.3" and the
substitution therefor of the text "Clause 34A.4".

(i)  By the deletion of paragraph (iii) from the definition of
"Site" in Clause 1.1 and the substitution therefor of the
following:

"(iii) the point of connection to a Distribution System or the
NGC Transmission System of a Generator which is Embedded or of a
Second Tier Supplier or of a Second Tier Customer or of an ERS
First Tier Customer, or the point of connection of a Non-Pooled
Generator to a Distribution System;".

(j) By the deletion of the definition of "Total Second Tier
System Charges" from Clause 1.1 and the substitution therefor of
the following:

""Total Second Tier System Charges" means, in respect of any
Specified Accounting Period (as defined in Clause 34A.1), the
aggregate of the costs, expenses and charges incurred by all
Second Tier Agents in respect of the relevant Specified
Accounting Period and relating to the collection, aggregation,
adjustment and transmission of data from Second Tier Systems,
Non-Pooled Generation Systems and any other Metering Systems
registered in ERS pursuant to any requirement of this Agreement,
or when the collection, aggregation, adjustment and the
transmission of data from Second Tier Systems, Non-Pooled
Generation Systems and any other Metering Systems registered in
ERS pursuant to any requirement of this Agreement is performed by
the Settlement System Administrator the costs, expenses and
charges directly incurred by the Settlement System Administrator
ED the deficit (if any) or (as the case may be) less the surplus
(if any) in the amount of Total Second Tier System Charges
recovered for the immediately preceding Specified Accounting
Period carried forward in accordance with the provisions of
Clause 34A.5;".

(k) By the deletion of Clause 34A.3 and the substitution therefor
of the following: -

'34A.3    Subject to Section 34A.6, the Second Tier Suppliers'
Non-Pooled Generation System Charge for a Specified Accounting
Period shall be determined by the Executive Committee as the
amount per annum to be charged to each Supplier in respect of 
each Non-Pooled Generator for whose Metering System
such Supplier is the Registrant.".

(1)  By the deletion of paragraph (b) of Clause 34A.5 and the
substitution therefor of the following:

"(b) in respect of each Supplier and in addition to the charge in
Section 34A.5(a), in accordance with the following formula:

Second Tier Suppliers' Non-Pooled Generation System Charge x NNPG
_________________________________________________________________
                               12

where NNPG is the total number of Metering Systems of Non-Pooled
Generators for which such Supplier is the Registrant at the
beginning of the relevant calendar month;".

(m)  By the insertion, in Clause 60.3.3, of the following new
paragraph immediately after paragraph (iii):

"(iv)     in the case of a Registrant of a Metering System which
is at the point of connection between a Public Electricity
Supplier's Distribution System and an ERS First Tier Customer,
the Registrant ceases to act as Supplier in relation to the same
at such point of connection; or".

(n)  By the deletion from paragraph (iv) of Clause 60.3.3 of the
words "Second Tier" before the word "Supplier" and the
renumbering of that paragraph as paragraph (v).

(o)  By the insertion, in Clauses 60.3.6, 60.5.1 and 60.5.2, of
the text a, ERS First Tier Customer" after the expression "Second
Tier Customer" wherever such expression appears in those Clauses.

(p)  By the insertion, in Clause 60.5.2, of a comma after the
expression "Non-Pooled Generator" where such expression first
appears in that Clause.

(q)  By the deletion from Clause 60.5.3 of the apostrophe after
the word "Generators" and the insertion of a comma immediately
after such word.

(r)  By the insertion, in Clauses 60.5.3 and 60.6.5, of the text
"ERS First Tier Customers," after the comma immediately after the
expression "Second Tier Customers" wherever such expression
appears in those Clauses.

(s)  By the insertion, in Clause 60.6.6, of the words "or an ERS
First Tier Customer" immediately after the expression "Second
Tier Customer".

(t)  By the deletion of the inverted comma at the end of Clause
60.7.3.

(u)  By the insertion, in Clause 60.13.1, of the text ", ERS
First Tier Customer" after the expression "Second Tier Customer"
in the first paragraph of that Clause, and by the insertion, in
paragraph (ii) of such Clause 60.13.1, of the text ", such ERS
First Tier Customer" after the expression "Second Tier Customer".

(v)  By the insertion, in Clause 60.13.2, of the text, a, ERS
First Tier Customer" after the expression "Second Tier Customer".

(w)  By the insertion, in Clause 60.16.1, of the text ", ERS
First Tier Customers" after the expression "Second Tier
Customers".

(x)  By the deletion from the last line of Clause 60.16.4 of the
word "Clauses" and the substitution therefor of the word
"Clause".

(y)  By the deletion from Clause 60.19 of the expression "Second
Tier Unmetered Supplies", wherever it appears in that Clause, and
the substitution therefor of the expression "Qualifying Unmetered
Supplies", and by the insertion, in Clause 60.19.5, of the words
"or ERS First Tier Customer's" after the words "Second Tier
Customer's".

(z)  By the insertion of the following new Clause immediately
after Clause 60.19.6:

"60.20 Obligation on Suppliers to install half-hourly metering
and register above 100 kW customers: Each Supplier shall use all
reasonable endeavours to ensure that half-hourly metering and the
necessary communications links are installed in respect of all
Embedded Non-Franchise Sites in respect of which it is Supplier
by no later than 1st October, 1997 and that all Metering Systems
associated with such Embedded Non-Franchise Sites are registered
in ERS by no later than 31st December, 1997, in accordance with
the approach specified by the Executive Committee Provided that
there shall be no obligation to install metering and
communications links in respect of sites relating to Qualifying
Unmetered Supplies.".

2.   Schedule 21

(a)  By the insertion, in the list of words and expressions in
paragraph 1.1 of Schedule 21, of the words "ERS" and "ERS First
Tier Customer" in the correct alphabetical order, and by the
insertion of a semi colon after each of those words.

(b)  By the insertion, in paragraph 6.1 of Schedule 21, of the
words "or ERS First Tier Customer (if any)" after the words "the
relevant Second Tier Customer (if any)".

(c)  By the insertion, in paragraph 6.6 of Schedule 21, of the
text "relevant ERS First Tier Customers," after the comma
immediately after the words "Second Tier Customers".

(d)  By the deletion of the word "and" from the end of paragraph
13.2(c)(ii), by the deletion of the full stop from the end of
paragraph 13.2(d) of Schedule 21 and the substitution therefor of
the text "; and", and by the insertion of the following new
paragraph 13.2(e) immediately after paragraph 13.2(d) of Schedule
21:

"(e) in relation to Metering Equipment which is associated with
supplies to an ERS First Tier Customer, the relevant Code of
Practice shall apply as amended by any modifications made (after
the time that the relevant Metering System is registered with the
Settlement System Administrator for the first time) solely in
connection with the inclusion of ERS First Tier Customers in the
definition of Site.".

(e)  By the insertion, in paragraph 15 of Schedule 21, of the
text ", ERS First Tier Customer" after the expression "Second
Tier Customer", wherever such expression appears in that
paragraph.

(f)  By the insertion, in paragraph 16 of Schedule 21, of the
words "or ERS First Tier Customer" after the words "Second Tier
Customer".

(g)  By the insertion, in the first line of paragraph 21.3 of
Schedule 21, of the text ", ERS First Tier Customers," after the
expression "Second Tier Customers", by the insertion, in
paragraph 21.3(a)(i) of Schedule 21, of the words "or ERS First
Tier Customer" after the expression "Second Tier Customer", and
by the insertion, in paragraph 21.3(a)(iii) of Schedule 21, of
the text ", ERS First Tier Customer" after the expression "Second
Tier Customer".

(h)  By the insertion, in the third line of paragraph 21.4 of
Schedule 21, of the text ", an ERS First Tier Customer" after the
expression "Second Tier Customer", and by the insertion, in
paragraph 21.4(i) of Schedule 21, of the words "or ERS First Tier
Customer" after the expression "Second Tier Customer", wherever
such expression appears in that paragraph.

(i)  By the insertion, in paragraph 21.5 of Schedule 21, of the
text ", ERS First Tier Customer's" after the words "Second Tier
Customer's".

(j)  By the insertion, in paragraph 21.8 of Schedule 21, of the
text ", ERS First Tier Customer's" after the text "Second Tier
Customer's", wherever such text appears in that paragraph, and by
the insertion, in the second line of paragraph 21.8(b) of
Schedule 21, of the text ", ERS First Tier Customer" after the
expression "Second Tier Customer".

(k)  By the insertion, in paragraph 21.9(a) of Schedule 21, of
the text ", ERS First Tier Customer" after the expression "Second
Tier Customer".

(I)  By the insertion, in paragraph 22.9(b)(iii) of Schedule 21,
of the words "or an ERS First Tier Customer" after the expression
"Second Tier Customer".

(m)  By the deletion from paragraph 25 of Schedule 21 of the
expression "Second Tier Unmetered Supplies", wherever such
expression appears in that paragraph, and the substitution
therefor of the expression "Qualifying Unmetered Supplies".

<PAGE>

                           SIGNATORIES

THE GENERATORS

Anglian Power Generators Limited

Address:       Kings Lynn Power Station, Willows Business Park,
               Saddlebow, Kings Lynn, Norfolk PE34 3RD
Facsimile no:  01553 667166
Attention:     R. Rigg

By:

Barking Power Limited

Address:      Barking Power Station, Chequers Lane, Dagenham, Essex
              RM9 6PF
Facsimile no: 0181 984 5174
Attention:    Dr S.J. Mancey

By:

British Nuclear Fuels plc

Address:      F13, Sellafield, Seascale, Cumbria CA20 1PG
Facsimile no: 019467 27132
Attention:    P.L. O'Neill, Business Manager, Electricity Generation

By:

CeltPower Limited

Address:      Plas Yn Dre Broad Street, Newtown, Powys SY16 2NA
Facsimile no: 01686 629887
Attention:    B. Holst

By:

Citigen (London) Limited

Address:      47-53 Charterhouse Street, London EC1M 6HA
Facsimile no: 0171253 9319
Attention:    Mr. G. Caswell

By:

Corby Power Limited

Address:      Mitchell Road, Phoenix Parkway, Corby, Northamptonshire
              NN17 5QT
Facsimile no: 01536 402619
Attention:    General Manager

By:

Derwent Cogeneration Limited

Address:      P.O. Box 5, Spondon, Derby DE21 7BP
Facsimile no: 01332 669829
Attention:    J. Unwin

By:

Eastern Merchant Generation Limited

Address:      Wherstead Park, Wherstead, Ipswich, Suffolk IP9 2AQ
Facsimile no: 01473 552966
Attention:    Coral Woodard

By:

Electricite de France, Service National

Address:       EDF Production Transport, Department Relations avec
               l'Etranger,
               Echanges d'Energie, 2 Rue Louis Murat, 5eme etage,
               75384, Paris Cedex
               08
Facsimile no:  (00 331) 40 42 63 41
Attention:     P. Gaillet

(copy to: Associated Electricity Supplies Limited

Address:      53 St George's Road, Wimbledon, London SW 19 4EA
Facsimile no: 0181 944 0750
Attention:    P. Clubb)

By:

Elm Energy & Recycling (UK) Limited

Address:      Elm Energy House, Ettingshall Road, Wolverhampton, West
              Midlands WV2 2LA
Facsimile no: 01902 408517
Attention:    M.D. Wyckoff

By:
                               
Fellside Heat and Power Limited

Address:      Fellside Lodge, Seascale, Cumbria CA20 1PG
Facsimile no: 01946 721130
Attention:    J.A. Bartlett

By:

Fibrogen Limited

Address:      Astley House, 33 Notting Hill Gate, London W 11 3JQ
Facsimile no: 01712218671
Attention:    A. Macdonald

By:

Fibropower Limited

Address:      Astley House, 33 Notting Hill Gate, London W11 3JQ
Facsimile no: 0171 221 8671
Attention:    A. Macdonald

By:

First Hydro Company

Address:       Bala House, Lakeside Business Village, St. Davids Park,
               Deeside, Clwyd
               CH5 3XJ
Facsimile no:  01244 520697
Attention:     B. Stalker

By:

Humber Power Limited

Address:      South Humber Bank Power Station, South Marsh Road,
              Stallingborough N.E. Lincs. DN37 8BZ
Facsimile no: 01469 573030
Attention:    P. Evans

By:

Independent Energy UK Limited

Address:       St John's Court, 70 St John's Close, Knowle,
               Solihull, West Midlands B93
               ONN
Facsimile no:  01564 770010
Attention:     J. Sulley

By:

Indian Queens Power Limited

Address:      1 Northumberland Avenue, Trafalgar Square, London WC2N
              5BW
Facsimile no: 0171872 5539
Attention:    G. Long

Keadby Generation Limited

Address:      PO Box 89, Keadby, Scunthorpe, North Lincolnshire DN17
              3AZ
Facsimile no: 01724 784270
Attention:    Dr. C.K. Stanley

By:

Lakeland Power Limited

Address:      Roosecote Power Station, Roosecote Marsh,
              Barrow-in-Furness, Cumbria
              LA13 0PQ
Facsimile no: 01229 870919
Attention:    Jackie Mahon

By:

Magnox Electric plc

Address:      Berkeley Centre, Berkeley, Gloucestershire GL13 9PB
Facsimile no: 01453 810451
Attention:    Company Secretary

By:

Medway Power Limited

Address:      Medway Power Station, Isle of Grain, Rochester, Kent ME3
              0AG
Facsimile no: 01634 271666
Attention:    P. Stinson

By:

Midlands Power (UK) Limited

Address:      Headquarters, Mucklow Hill, Halesowen, West Midlands
Facsimile no: 0121423 0261
Attention:    Company Secretary

By:

National Power plc

Address:       Windmill Hill Business Park, Whitehill Way, Swindon,
               Wiltshire
               SN5 6PB
Facsimile no:  01793 893051
Attention:     G. Brown

By:

Nuclear Electric Limited

Address:      Barnett Way, Barnwood, Gloucester GL4 3RS
Facsimile no: 01452 653375
Attention:    Company Secretary

By:

Peterborough Power Limited

Address:      Storeys Bar Road, Peterborough PE1 5NT
Facsimile no: 01733 894622
Attention:    W. Burrough

By:

PowerGen plc

Address:      Westwood Way, Westwood Business Park, Coventry CV4 8LG
Facsimile no: 01203 425479
Attention:    S. Skillings

By:

Regional Power Generators Limited

Address:       Glanford Brigg Generating Station, Scawby Brook, Brigg,
               South Humberside DN70 SILT
Facsimile no:  01482 495916
Attention:     P. Knight

By:

Scottish Hydro-Electric plc

Address:      Inveralmond House, 200 Dunkeld Road, Perth PHI 3AQ
Facsimile no: 01738 456190
Attention:    R. Hackland

By:

Scottish Power plc

Address:      Strathkelvin House, Kirkintilloch, Glasgow G66 1RN
Facsimile no: 0141 636 4706
Attention:    B.J.H. Paget

By:

Slough Energy Supplies Limited

Address:      342 Edinburgh Avenue, Slough SL1 4TU
Facsimile no: 01753 790038
Attention:    P.N. Jackson

By:

Teesside Power Limited

Address:      Four Millbank, London SW1P SET
Facsimile no: 0171316 5322
Attention:    D. Lewis

By:

Winterton Power Limited

Address:      800 Park Avenue, Aztec West, Bristol BS12 4SE
Facsimile no: 01454 616675
Attention:    T. Masood

By:


THE SUPPLIERS

British Gas Trading Ltd

Address:      17 London Road, Staines, Middlesex TW18 4AE
Facsimile no: 01784 413242
Attention:    T. Brookshaw

By:

British Nuclear Fuels plc

Address:      F13, Sellafield, Seascale, Cumbria CA20 1PG
Facsimile no: 019467 27132
Attention:    P.L. O'Neill, Business Manager, Electricity Generation

By:

Candecca Resources Limited

Address:      Welton Gathering Centre, Barfield Lane, off Wragby Road,
              Sudbrooke, Lincoln LN2 2QU
Facsimile no: 01522 754255
Attention:    D. Wood

By:

Citigen (London) Limited

Address:      47-53 Charterhouse Street, London EC1M 6HA
Facsimile no: 0171 253 9319
Attention:    G. Caswell

By:

Crosfield Limited

Address:      Bank Quay, PO Box 26, Warrington, Cheshire WA5 1AB
Facsimile no: 01925 59828
Attention:    K. Sowley

By:

Eastern Electricity plc

Address:      Wherstead Park, PO Box 40, Wherstead, Ipswich, Suffolk
              IP9 2AQ
Facsimile no: 01473 554393
Attention:    J. Whelan

By:

East Midlands Electricity plc

Address:      398 Coppice Road, PO Box 4, North PDO Arnold, Nottingham
              NG5 7HX
Facsimile no: 01159 358190
Attention:    A. Musto

By:

Electricite de France, Service National

Address:      EDF Production Transport, Department Relations avec
              l'Etranger,
              Echanges d'Energie, 2 Rue Louis Murat, 5eme etage,
              75384, Paris,
              Cedex 08
Facsimile no: (010 331) 40 42 6341
Attention:    P. Gaillet

(copy to: Associated Electricity Supplies Limited

Address:      53 St. George's Road, Wimbledon, London SW19 4EA
Facsimile no: 0181 944 0750
Attention:    P. Clubb)

By:

Energy Supply Contracts Limited

Address:      The Havens, Ransomes Europak, Ipswich, Suffolk IP3 9SJ
Facsimile no: 01473 273871
Attention:    E.C. Cumberland

By:

Enron Capital and Trade Resources

Address:      Four Millbank, London SW1P 3ET
Facsimile no: 0171873 0140
Attention:    D. Gosling

By:


Impkemix Energy Limited

Address:      PO Box 90, Wilton Centre, Middlesborough, Cleveland TS90
              8JE
Facsimile no: 01642 437838
Attention:    K.J. Green

By:

Independent Energy UK Limited

Address:      St. John's Court, St. John's Close, Knowle, West
              Midlands B93 0NN
Facsimile no: 01564 770010
Attention:    J. Sulley

By:

London Electricity plc

Address:      Templar House, 81-87 High Holborn, London WC1V 6NU
Facsimile no: 0171430 2903
Attention:    M. Holmes

By:

Magnox Electric plc

Address:       Berkeley Centre, Berkeley, Gloucestershire GL13 9PB
Facsimile no:  01453 810451
Attention:     Company Secretary

By:

Manweb plc

Address:       Manweb House, Kingsfield Court, Chester Business Park,
               Chester CH4 9QH
Facsimile no:  0141568 3393
Attention:     P. Brown, Energy Supply, Cathcart Business Park, Spean
               Street, Glasgow G44 4BE

By:

Midlands Electricity plc

Address:      Mucklow Hill, Halesowen, West Midlands B62 8BP
Facsimile no: 0121423 2777
Attention:    R. Murray

By:

National Power plc

Address:      Windmill Hill Business Park, Whitehill Way, Swindon,
              Wiltshire SN5 6PB
Facsimile no: 01793 893051
Attention:    G. Brown

By:

Norsk Hydra (UK) Limited

Address:      Bridge House, 69 London Road, Twickenham, Middlesex TW1
              3RH
Facsimile no: 0181892 1686
Attention:    J. Hamilton

By:

Northern Electric plc

Address:       Carliol House, Market Street, Newcastle upon Tyne NE1
               ONE
Facsimile no:  0191 235 2295
Attention:     M. Chandler

By:

NORWEB plc

Address:      Talbot Road, Manchester M16 0HQ

Facsimile no: 0161 875 7089
Attention:    K. Lee

By:

Nuclear Electric Limited

Address:      Barnett Way, Barnwood, Gloucester GL4 3RS
Facsimile no: 01452 653375
Attention:    Company Secretary

By:


PowerGen plc

Address:      Westwood Way, Westwood Business Park, Coventry CV4 8LG
Facsimile no: 01203 425479
Attention:    S. Skillings

By:

Scottish Hydro-Electric plc

Address:      Inveralmond House, 200 Dunkeld Road, Perth PHI 3AQ
Facsimile no: 01738 456190
Attention:    R. Hackland

By:

Scottish Power plc

Address:      Strathkelvin House, Kirkintilloch, Glasgow G66 1RN
Facsimile no: 0141636 4706
Attention:    B.J.H. Paget

By:

SEEBOARD plc

Address:      PO Box 639, 329 Portland Road, Hove, East Sussex BN3 3SY
Facsimile no: 01273 428404
Attention:    R.A. Page

By:

Shell Power Limited

Address:      Rowlands Way, Withenshawe, Manchester M22 5SB
Facsimile no: 0161 499 8387
Attention:    John Tucker

By:

Slough Energy Supplies Limited

Address:      342 Edinburgh Avenue, Slough SL1 4TU
Facsimile no: 01753 790038
Attention:    P.N. Jackson

By:

Southern Electric ply

Address:      Westacott Way, Littlewick Green, Maidenhead, Berkshire
              SL6 3QB
Facsimile no: 01628 584410
Attention:    J. Sykes

By:

South Wales Electricity ply

Address:      Newport Road, St. Mellons, Cardiff CF3 9XW
Facsimile no: 01222 790971
Attention:    M. Mackey

By:

South Western Electricity plc

Address:      800 Park Avenue, Aztec West, Almondsbury, Bristol BS12
              4SE
Facsimile no: 01454 616675
Attention:    D.G. Harris

By:

The Renewable Energy Company Limited

Address:      Stroud House, Russell Street, Stroud, Glos GL5 BAN
Facsimile no: 01453 756222
Attention:    M. Alder

By:

UK Electric Power Limited

Address:       Overdale, Synchant Pass Road, Conwy, Gwynedd LL32 8RE
Facsimile no:  01492 592077
Attention:     N.Bryson

By:

UML Limited

Address:      PO Box 115, Port Sunlight, Wirral, Merseyside L62 4ZL
Facsimile no: 0151 643 6299
Attention:    R. Ashton

By:


Cabah Energy Limited

Address:      c/o ABB ForStar Developments Limited, Tilford House,
              Farnham
              Business Park, Weydon Lane, Farnham, Surrey GU9 8QT
Facsimile no: 01252 732110
Attention:    Paul Abbott

By:

Eastern Generation Services Limited

Address:      Wherstead Park, Wherstead, Ipswich, Suffolk IP9 2AQ
Facsimile no: 01473 601036
Attention:    Ms. C. Woodard

By:

Enfield Energy Centre Limited

Address:      Concorde House, Concorde Way, Stockton on Tees,
              Cleveland TS18 3RB
Facsimile no: 01642 678123
Attention:    K. Clarke

By:

Fibrowatt Thetford Limited

Address:      Astley House, 33 Notting Hill Gate, London W11 3JQ
Facsimile no: 01712218671
Attention:    Rupert Fraser

By:

Hydro Electric Energy Limited

Address:      c/o Scottish Hydro Electric PLC, Inveralmond House, 200
              Dunkeld Road, Perth PHI 3AQ
Facsimile no: 01738 455281
Attention:    Company Secretary

By:

Yorkshire Electricity Group plc

Address:      Wetherby Road, Scarcroft, Leeds LS14 3HS
Facsimile no: 01132 895926
Attention:    Company Secretary

By:


THE OTHER PARTIES

Accord Energy Ltd

Address:      Heron House, 322 High Holborn, London WC1V 7PW
Facsimile no: 0171 269 4010
Attention:    B. King

By:

AES Barry Limited

Address:      Sully Moors Road, Sully, S. Glamorgan CF64 5YU
Facsimile no: 01446 722587
Attention:    P. Norgeot

By:

Alcan Aluminium UK Limited

Address:      Lynemouth Power Station, Ashington, Northumberland NE63
              9YH
Facsimile no: 01670 393970
Attention:    D. Alderton

By:

British Gas plc

Address:      17 London Road, Staines, Middlesex TW18 4AE
Facsimile no: 01784 645453
Attention:    D. Meachem

By:


Keadby Power Limited

Address:      P.O. Box 89, Keadby, Scunthorpe, North Lincolnshire DN17
              3AZ
Facsimile no: 01724 784270
Attention:    Dr. C.K. Stanley

By:

Kingsnorth Power Limited

Address:      c/o Budd Martin & Co, Industria House, Red Houses, St.
              Brelade, Jersey JE3 8LD
Facsimile no: 01534 44777
Attention:    R. Martin

By:

Meter Operators Limited

Address:      Ryden Lane, Charton, Nr. Pershore, Worscester WR10 3LQ
Facsimile no: 01386 861113
Attention:    R. Edmed

By:

Pentex (East Midlands) Limited

Address:      Union Buildings, 15 Union Street, Aberdeen A81 2BU
Facsimile no: 01244 211444
Attention:    H. Jamieson

By:

Rocksavage Power Company Limited

Address:      20 St. James's Street, London SW1A lES
Facsimile no: 0171 839 0905
Attention:    G. Grant

By:

Seabank Power Limited

Address:      Severn Road, Hallen, Bristol BS10 7SP
Facsimile no: 0117 982 0351
Attention:    J.P. Baldry, General Manager

By

Spalding Energy Company Limited

Address:      20 St. James's Street, London SW1A lES
Facsimile no: 0171 839 0905
Attention:    G. Grant



THE METER OPERATOR PARTIES WHO ARE NOT PARTIES

Control Devices and Systems Limited

Address:       PO. Box 56, 101 Mill Lane, Newbury, Berkshire RG14 5RE
Telex no:      849811
Facsimile no:  01635 528224
Attention:     J.W. Dowse

By:

DrakMarn O&M Ltd

Address:      Westwood Way, Westwood Business Park, Coventry CV4 8LG
Facsimile no: 01203 425431
Contact:      Company Secretary

By:

E. Squared Limited

Address:      52-54 Southwark Street, London SE1 1UN
Facsimile no: 0171 378 0012
Attention:    Graham Nicholls

By:

Northern Energy Services Limited

Address:      208 Askern Road, Bentley, Doncaster DN5 OEU
Facsimile no: 01302 820790
Attention:    W. Tuczemzkyi

By:


PowerMet Limited

Address:      13 Wimpole Street, London W1M 7AB
Facsimile no: 0171 493 7151
Attention:    M. Rugman

By:

Schlumberger Industries Limited

Address:      Langer Road, Felixstowe, Suffolk IP11 8ER
Facsimile no: 01394 276030
Attention:    A.P. Mahoney, Managing Director

By:

Stanor National Contracts

Address:      66/68 Kingsland Road, London E2 8DP
Facsimile no: 0171 739 6135
Attention:    A. Yardley

By:

The Challenge Group

Address:      22 Tally Road, Oxted, Surrey RH8 0TG
Facsimile no: 01883 730543
Attention:    J. Glover

By:

EXTERNAL POOL MEMBERS

British Nuclear Fuels plc

Address:      F13, Sellafield, Seascale, Cumbria CA20 1PG
Facsimile no: 019467 27132
Attention:    P.L. O'Neil, Business Manager, Electricity Generation

By:

Electricite de France, Service National

Address:      EDF Production Transport, Departement Relations avec
              l'Etranger,
              Echanges d'Energie, 2 Rue Louis Murat, 5eme etage,
              75384 Paris,
              Cedex 08
Telex no:     280098 FRANCE
Facsimile no: (00 331) 40 42 63 41
Attention:    P. Gaillet

         (copy to:Associated Electricity Supplies Limited

Address:      53 St. George's Road, Wimbledon, London SW19 4EA
Facsimile no: 0181 944 0750
Attention:    P. Clubb)

By:

Scottish Hydro-Electric plc

Address:      Inveralmond House, 200 Dunkeld Road, Perth PHI 3AQ
Facsimile no: 01738 456190
Attention:    R. Hackland

By:

Scottish Power plc

Address:      Strathkelvin House, Kirkintilloch, Glasgow G66 1RN
Facsimile no: 0141636 4706
Attention:    B.J.H. Paget

By:

SETTLEMENT SYSTEM ADMINISTRATOR

Energy Settlements and Information Services Limited

Address:      Fairham House, Green Lane, Clifton, Nottingham NG11 9LN
Facsimile no: 0115 945 6728
Attention:    G.K. James, General Manager

By:

 
POOL FUNDS ADMINISTRATOR

Energy Pool Funds Administration Limited

Address: 3rd Floor, 185 Park Street, London SE1 9DY
Facsimile no:                                01203 423558
Attention:A. Marks, Director (National Grid House, 2nd Floor,
Kirby Corner Road,
                                        Coventry CV4 8JY)

By:

GRID OPERATOR
                                                      
EXECUTED AS A DEED by         )
The National Grid             )
Company plc by the            )
affixing of its               )
common seal in                )
the presence of:              )



MEMBER OF BOARD SEALING COMMITTEE
Authorised Signatory

Address:      National Grid House, Kirby Corner Road, Coventry CV4 8JY
Telex no:
Facsimile no: 01203 423577
Attention:    Company Secretary (copy to: J. Irgin, c/o A.G. Ferens,
              The National Grid Company plc, St. Catherine's Lodge,
              Bearwood Road,
              Sindlesham, Nr. Wokingham, Berkshire RG11 5BN)

              
ANCILLARY SERVICES PROVIDER

EXECUTED AS A DEED by )

The National Grid  )
Company plc by the )
affixing of its    )
common seal in the )
presence of:-      )




MEMBER OF BOARD SEALING COMMITTED
Authorised Signatory

Address: National Grid House, Kirby Corner Road, Coventry CV4 8JY
Telex no: 25815
Facsimile no: 01203 423577

Attention:Company Secretary (copy to Mr. Carlton)


EXTERNALLY INTERCONNECTED PARTIES

Scottish Power plc

Address:      Strathkelvin House, Kirkintilloch, Glasgow G66 1RN
Telex No:
Facsimile No: 0141636 4706
Attention:    B.J.H. Paget

By:

Electricite de France, Service National

Address:        EDF Department Transport, Departement Relations avec
                l'Etranger,
                Echanges d'Energie, 2 Rue Louis Murat, 5eme etage, 
                75384 Paris, Cedex
                08
Telex no:       280098 FRANCE
Facsimile no:   (00 331) 40 42 63 41
Attention:      P. Gaillet

(copy to:Associated Electricity Supplies Limited

Address:         53 St. George's Road, Wimbledon, London SW19 4EA
Telex no:
Facsimile no:    0181 944 0750
Attention:       P. Clubb)

By:

<PAGE>



                       DATED 28 July, 1997

                         THE GENERATORS
                          named herein

                             - and -

                          THE SUPPLIERS
                          named herein

                             - and -

       ENERGY SETTLEMENTS AND INFORMATION SERVICES LIMITED
               as Settlement System Administrator

                             - and -

                        ENERGY POOL FUNDS
                     ADMINISTRATION LIMITED
                   as Pool Funds Administrator

                             - and -

                  THE NATIONAL GRID COMPANY plc
        as Grid Operator and Ancillary Services Provider

                             - and -

                       SCOTTISH POWER plc
                               and
             ELECTRICITE DE FRANCE, SERVICE NATIONAL
                          as Externally
                     Interconnected Parties

                             - and -

                        THE OTHER PARTIES
                          named herein

                             - and -

                   THE METER OPERATOR PARTIES
                          named herein

                  NINETEENTH SUPPLEMENTAL DEED
        relating to the Pooling and Settlement Agreement
                  for the Electricity Industry
                      in England and Wales
<PAGE>                                

                            CONTENTS

                                                         Page
                                                           
1.  INTERPRETATION                                        2
                                                         
2.  AMENDMENTS                                            2
                                                         
3.  CONTINUATION OF THE POOLING AND SETTLEMENT            2
    AGREEMENT
                                                         
4.  MISCELLANEOUS                                         2
                                                         
5.  ENTIRE AGREEMENT                                      2
                                                         
6.  GOVERNING LAW                                         3
                                                         
SCHEDULE 1:  Part I: The Generators                       4
                                                         
             Part II: The Suppliers                       8
                                                         
SCHEDULE 2:  The Other Parties                            12
                                                         
SCHEDULE 3:  The Meter Operator Parties who are not       14
             Parties
                                                         
SCHEDULE 4:  Amendments to the Pooling and Settlement     15
             Agreement
                                                         
SIGNATORIES                                               50

<PAGE>

THIS SUPPLEMENTAL DEED is made on 28 JUL, 1997

BETWEEN:

(1)  THE PERSONS whose names, registered numbers and registered
or principal offices are set out in Part I of Schedule 1;

(2)  THE PERSONS whose names, registered numbers and registered
or principal offices are set out in Part II of Schedule 1;

(3)  ENERGY SETTLEMENTS AND INFORMATION SERVICES LIMITED
(registered number 2444282) whose registered office is situate at
Fairham House, Green Lane, Clifton, Nottingham NG11 9LN as
Settlement System Administrator;

(4)  ENERGY POOL FUNDS ADMINISTRATION LIMITED (registered number
2444187) whose registered office is situate at 185 Park Street,
London SE1 9DY as Pool Funds Administrator;

(5)  THE NATIONAL GRID COMPANY plc (registered number 2366977)
whose registered office is situate at National Grid House, Kirby
Corner Road, Coventry CV4 8JY as Grid Operator and Ancillary
Services Provider;

(6)  SCOTTISH POWER plc (registered number 117120) whose
principal office is situate at 1 Atlantic Quay, Glasgow G2 8SP,
Scotland as an Externally Interconnected Party;

(7)  ELECTRICITE DE FRANCE, SERVICE NATIONAL whose principal
office is situate at Departement Relations avec l'Etranger,
Echanges d'Energie, 2 Rue Louis Murat, 5eme etage, 75384 Paris,
Cedex 08, France as an Externally Interconnected Party;

(8)  THE OTHER PARTIES whose names, registered numbers and
registered or principal offices are set out in Schedule 2; and

(9)  THE METER OPERATOR PARTIES whose names, registered numbers
and registered or principal offices are set out in Schedule 3.

WHEREAS :

(A)  by a Pooling and Settlement Agreement for the Electricity
Industry in England and Wales dated 30th March, 1990 (the
"Pooling and Settlement Agreement") the parties thereto agreed to
give effect to and be bound by certain rules and procedures for
the operation of an electricity trading pool and the operation of
a settlement system;

(B)  the Pooling and Settlement Agreement has been amended and/or
restated by eighteen supplemental agreements, and hereinafter
references to the Pooling and Settlement Agreement are to that
agreement as most recently amended and restated; and

<PAGE>

(C)  the parties to this Deed (being (i) all the Parties at the
date hereof and (ii) all the Meter Operator Parties at the date
hereof) have agreed to amend the Pooling and Settlement Agreement
on the terms and subject to the conditions set out below.

NOW THIS DEED WITNESSES as follows:

1.  INTERPRETATION

1.1  Except where defined herein or where the context otherwise
requires, words and expressions defined in the Pooling and
Settlement Agreement shall have the same respective meanings when
used in this Deed.

1.2  The table of contents and the headings to each of the
Clauses are inserted for convenience only and shall be ignored in
construing this Deed.

2.   AMENDMENTS

The parties hereby agree that with effect on and from midnight on
3rd February, 1997, the Pooling and Settlement Agreement shall be
amended as set out in Schedule 4.

3.   CONTINUATION OF THE POOLING AND SETTLEMENT AGREEMENT

The Pooling and Settlement Agreement shall remain in full force
and effect and this Deed and the Pooling and Settlement Agreement
shall be treated as one document so that, upon the Pooling and
Settlement Agreement being amended pursuant to Clause 2, all
references to the Pooling and Settlement Agreement shall be
treated as references to that agreement as amended by this Deed.

4.   MISCELLANEOUS

The provisions of Clauses 75 to 79 (inclusive) and 81 to 84
(inclusive) of the Pooling and Settlement Agreement shall be
deemed to be incorporated herein mutatis mutandis.

5.   ENTIRE AGREEMENT

5.1  Each party acknowledges that in entering into this Deed on
the terms set out herein it is not relying upon any
representation, warranty, promise or assurance made or given by
any other party or any other person, whether or not in writing,
at any time prior to the execution of this Deed which is not
expressly set out herein.

5.2  None of the parties shall have any right of action against
any other party arising out of or in connection with any
representation, warranty, promise or assurance referred to in
sub-clause 5.1 (except in the case of fraud).

6.  GOVERNING LAW

This Deed shall be governed by, and construed in all respects in
accordance with, English law.

IN WITNESS whereof this document has been duly executed and
delivered as a deed the day and year first above written

<PAGE>

                                4

                           SCHEDULE 1:
                     Part I: The Generators

Name                         Registered      Registered or
                             Number          Principal Office
                                             
Anglian Power Generators     2488955         Wherstead Park
Limited                                      Wherstead
                                             Ipswich
                                             Suffolk
                                             IP9 2AQ
                                             
Barking Power Limited        2354681         Devonshire House
                                             Mayfair House
                                             London W 1X 5FH
                                             
British Nuclear Fuels plc    1002607         Risley
                                             Warrington
                                             Cheshire
                                             WA3 6AS
                                             
Celtpower Limited            2656561         13 Charles II Street
                                             London
                                             SW1Y 4QT
                                             
Citigen (London) Limited     2427823         100 Thames Valley
                                             Park Drive
                                             Reading
                                             Berkshire
                                             RG6 1PT
                                             
Corby Power Limited          2329494         Mitchell Road
                                             Phoenix Parkway
                                             Corby
                                             Northamptonshire
                                             NN17 1QT
                                             
Derwent Cogeneration         2703635         Landsdowne House
Limited                                      Berkeley Square
                                             London W1X 5DH
                                             
Eastern Merchant Generation  3116225         Wherstead Park
Limited                                      Wherstead
                                             Ipswich
                                             Suffolk
                                             IP9 2AQ

Name                         Registered      Registered or
                             Number          Principal Office
                                             
Electricite de France,                       Department Relations
Service National                             avec
                                             I'Etranger
                                             Echanges d'Energie
                                             2 Rue Louis Murat
                                             5eme etage
                                             75384 Paris
                                             Cedex 08
                                             France
                                             
Elm Energy & Recycling (UK)  2516685         Elm Energy House
Limited                                      Ettingshall Road
                                             Wolverhampton
                                             West Midlands WV2
                                             2LA
                                             
Fellside Heat and Power      2614535         Fellside Lodge
Limited                                      Seascale
                                             Cumbria CA20 1PG
                                             
Fibrogen Limited             2547498         Astley House
                                             33 Notting Hill Gate
                                             London W11 3JQ
                                             
Fibropower Limited           2234141         Astley House
                                             33 Notting Hill Gate
                                             London W11 3JQ
                                             
First Hydro Company          2444277         Bala House
                                             Lakeside Business
                                             Village
                                             St. David's Park
                                             Deeside
                                             Clwyd
                                             CH5 3XJ
                                             
Humber Power Limited         2571241         18 Savile Row
                                             London
                                             W1X 1AE
                                             
Indian Queens Power Company  2928100         1 Northumberland
Limited                                      Avenue
                                             London
                                             WC2N 5BW

Name                         Registered      Registered or
                             Number          Principal Office
                                             
Independent Energy UK        3033406         2nd Floor, Park
Limited                                      House
                                             Park Street
                                             Maidenhead
                                             Berkshire
                                             SL6 1SL
                                             
Keadby Generation Limited    2729513         P O Box 89, Keadby
                                             Scunthorpe, North
                                             Lincolnshire DN17
                                             3AZ
                                             
Lakeland Power Limited       2355290         Roosecote Power
                                             Station
                                             Roosecote Marsh
                                             Barrow-in-Furness
                                             Cumbria LA13 OPQ
                                             
Magnox Electric plc          2264251         Berkeley Centre
                                             Berkeley
                                             Gloucestershire GL13
                                             9PB
                                             
Medway Power Limited         2537903         Boston House
                                             The Little Green
                                             Richmond TW9 1QE
                                             
Midlands Power (UK) Limited  2251099         Mucklow Hill
                                             Halesowen
                                             West Midlands B62
                                             8BP
                                             
National Power plc           2366963         Windmill Hill
                                             Business Park
                                             Whitehill Way
                                             Swindon
                                             Wiltshire
                                             SN5 6PB
                                             
Nuclear Electric Limited     3076445         Barnett Way
                                             Barnwood
                                             Gloucester
                                             GL4 3RS
                                             
Peterborough Power Limited   2353599         Storeys Bar Road
                                             Peterborough PE1 5NT
                                             
PowerGen plc                 2366970         53 New Broad Street
                                             London EC2M 1JJ

Name                         Registered      Registered or
                             Number          Principal Office
                                             
Regional Power Generators    2352390         Wetherby Road
Limited                                      Scarcroft,
                                             Leeds LS14 3HS
                                             
Scottish Hydro-Electric plc  117119          10 Dunkeld Road
                                             Perth PHI 5WA
                                             
Scottish Power plc           117120          1 Atlantic Quay
                                             Glasgow G2 8SP
                                             
Slough Energy Supplies       2474514         234 Bath Road
Limited                                      Slough SL1 4EE
                                             
Teesside Power Limited       2464040         4 Millbank
                                             London SW1P 3ET
                                             
Winterton Power Limited      3001798         800 Park Avenue
                                             Aztec West
                                             Almondsbury
                                             Bristol BS12 4SE

<PAGE>
                                
                     Part II: The Suppliers


Name                         Registered      Registered or
                             Number          Principal Office
                                             
British Gas Trading Ltd      3078711         Charter Court
                                             50 Windsor Road
                                             Slough
                                             Berkshire SL1 2HA
                                             
British Nuclear Fuels plc    1002607         Risley
                                             Warrington
                                             Cheshire WA3 6AS
                                             
Candecca Resources Limited   953066          Welton Gathering
                                             Centre
                                             Barfield Lane
                                             Off Wragby Road
                                             Sudbrooke
                                             Lincoln LN2 2QU
                                             
Citigen (London) Limited     2427823         100 Thames Valley
                                             Park Drive
                                             Reading
                                             Berkshire
                                             RG6 1PT
                                             
Crosfield Limited            48745           Bank Quay
                                             PO Box 26
                                             Warrington
                                             Cheshire WA5 1AB
                                             
Eastern Electricity plc      2366906         Wherstead Park
                                             PO Box 40
                                             Wherstead
                                             Ipswich
                                             Suffolk IP9 2AQ
                                             
East Midlands Electricity    2366923         PO Box 444
plc                                          Woodyard Lane
                                             Wollaton
                                             Nottingham NG8 lEZ



Name                         Registered      Registered or
                             Number          Principal Office
                                             
Electricite de France,                       Department Relations
Service National                             avec
                                             l'Etranger
                                             Echanges d'Energie
                                             2 Rue Louis Murat
                                             5eme etage
                                             75384 Paris
                                             Cedex 08
                                             
Energy Supply Contracts      172268          The Havens
Limited                                      Ransomes Europark
                                             Ipswich
                                             Suffolk IP3 9SJ
                                             
Enron Capital and Trade      3003823         4 Millbank
Resources Limited                            London SW1P 3ET
                                             
Impkemix Energy Limited      2076043         The Heath
                                             Runcorn
                                             Cheshire WA7 4QF
                                             
Independent Energy UK        3033406         2nd Floor Park House
Limited                                      Park Street
                                             Maidenhead
                                             Berkshire SL6 1SL
                                             
London Electricity plc       2366852         Templar House
                                             81-87 High Holborn
                                             London WC1V 6NU
                                             
Magnox Electric plc          2264251         Berkeley Centre
                                             Berkeley
                                             Gloucestershire GL13
                                             9PB
                                             
Manweb plc                   2366937         Manweb House
                                             Chester Business
                                             Park
                                             Chester CH4 9RF
                                             
Midlands Electricity plc                     Mucklow Hill
                                             Halesowen
                                             West Midlands B62
                                             8BP

Name                         Registered      Registered or
                             Number          Principal Office
                                             
National Power plc           2366963         Windmill Hill
                                             Business Park
                                             Whitehill Way
                                             Swindon
                                             Wiltshire
                                             SN5 6PB
                                             
Norsk Hydra (UK) Limited     841421          Bridge House
                                             69 London Road
                                             Twickenham
                                             Middlesex TW1 3RH
                                             
Northern Electric plc        2366942         Carliol House
                                             Market Street
                                             Newcastle upon Tyne
                                             NE1 6NE
                                             
NORWEB plc                   2366949         PO Box 14
                                             410 Birchwood
                                             Boulevard
                                             Birchwood
                                             Warrington WA3 7GA
                                             
Nuclear Electric Limited     3076445         Barnett Way
                                             Barnwood
                                             Gloucester
                                             GL4 3RS
                                             
PowerGen plc                 2366970         53 New Broad Street
                                             London EC2M 1JJ
                                             
Scottish Hydro-Electric plc  117119          10 Dunkeld Road
                                             Perth PHI 5WA
                                             
Scottish Power plc           117120          1 Atlantic Quay
                                             Glasgow G2 8SP
                                             
SEEBOARD plc                 2366867         Forest Gate
                                             Brighton Road
                                             Crawley
                                             West Sussex RH11 9BH
                                             
Shell Power Limited          2559630         Rowlands Way
                                             Withenshawe
                                             Manchester M 22 5SB


Name                         Registered      Registered or
                             Number          Principal Office
                                             
Slough Energy Supplies       2474514         234 Bath Road
Limited                                      Slough SL1 4EE
                                             
Southern Electric plc        2366879         Westacott Way
                                             Littlewick Green
                                             Maidenhead
                                             Berkshire SL6 3QB
                                             
South Wales Electricity plc  2366985         Newport Road
                                             St. Mellons
                                             Cardiff CF3 9XW
                                             
South Western Electricity    2366894         800 Park Avenue
plc                                          Aztec West
                                             Almondsbury
                                             Bristol BS12 4SE
                                             
The Renewable Energy Company 3043412         Stroud House
Limited                                      Russell Street
                                             Stroud
                                             Gloucestershire
                                             GL5 3AN
                                             
UK Electric Power Limited    2844010         21 St. Thomas Street
                                             Bristol BS 1 BUS
                                             
UML Limited                  661900          PO Box 115
                                             Port Sunlight
                                             Wirral
                                             Merseyside
                                             L62 4ZL
                                             
Yorkshire Electricity Group  2366995         Wetherby Road
plc                                          Scarcroft
                                             Leeds LS14 3HS


                           SCHEDULE 2:
                        The Other Parties

Name                         Registered      Registered or
                             Number          Principal Office
                                             
Accord Energy Limited        2877398         Rivermill House
                                             152 Grosvenor Road
                                             London SW1V 3JL
                                             
AES Barry Limited            3135522         Burleigh House
                                             17-19 Worpe Way
                                             Richmond
                                             Surrey TW10 6AG
                                             
Alcan Aluminium UK Limited   750143          Chalfont Park
                                             Gerrards Cross
                                             Buckinghamshire
                                             SL9 0QB
                                             
British Gas plc              2006000         Rivermill House
                                             152 Grosvenor Road
                                             London SW1V 3JL
                                             
Cabah Energy Limited         2759706         190 Strand
                                             London WC2R 1JN
                                             
Eastern Generation Services  2529347         Wherstead Park
Limited                                      Wherstead
                                             Ipswich
                                             Suffolk IP9 2AQ
                                             
Enfield Energy Centre        2796628         Concorde House
Limited                                      Concorde Way
                                             Stockton on Tees
                                             Cleveland
                                             TS18 3RB
                                             
Fibrowatt Thetford Limited   3057688         Astley House
                                             33 Notting Hill Gate
                                             London W11 3JQ
                                             
Hydro Electric Energy        2487475         Royex House
Limited                                      Aldermanbury Square
                                             London EC2V 7LD
                               
Name                         Registered      Registered or
                             Number          Principal Office
                                             
Keadby Power Limited         2548042         PO Box 89 Keadby
                                             Scunthorpe North
                                             Lincolnshire DN17
                                             3AZ
                                             
Kingsnorth Power Limited     2656343         Chancery House
                                             53-64 Chancery Lane
                                             London WC2A lQU
                                             
Meter Operators Limited      2841018         Lynton House
                                             7-12 Tavistock
                                             Square
                                             London WC1H 9BQ
                                             
Pentex (East Midlands)       2275006         Union Buildings
Limited                                      15 Union Street
                                             Aberdeen AB1 2BU
                                             
Rocksavage Power Company     18868           20 St. James's
Limited                                      Street
                                             London SW10 4UJ
                                             
Seabank Power Limited        2591188         Severn Road Hallen
                                             Bristol BS10 7SP
                                             
Spalding Energy Company      19668           20 St. James's
Limited                                      Street
                                             London SW1A lES
                               
<PAGE>                               

                           SCHEDULE 3:
         The Meter Operator Parties who are not Parties

Name                         Registered      Registered or
                             Number          Principal Office
                                             
Control Devices and Systems  1242585         PO Box 56
Limited                                      101 Mill Lane
                                             Newbury
                                             Berkshire
                                             RG14 5RE
                                             
Datum Solutions Limited      2815238         185 Park Street
                                             London
                                             SE1 9DY
                                             
DrakMarn O&M Ltd             3124701         53 New Broad Street
                                             London EC2M 1JJ
                                             
E. Squared Limited           2674129         Almac House
                                             Church Lane
                                             Bisley
                                             Surrey
                                             GU24 9DR
                                             
Northern Energy Services     2868141         5 Derwent Place
Limited                                      Spotborough
                                             Doncaster
                                             DN5 7PN
                                             
PowerMet Limited             2877912         3 Park Place
                                             London SW1A lLP
                                             
Schlumberger Industries      534821          1 Kingsway
Limited                                      London WC2B 6XH
                                             
Stanor National Contracts    2769170         7-12 Tavistock
Limited                                      Square
                                             London WC1H 9BQ
                                             
The Challenge Group                          22 Tally Road
                                             Oxted
                                             Surrey RH8 0TG

<PAGE>

                           SCHEDULE 4:
       Amendments to the Pooling and Settlement Agreement

The Pooling and Settlement Agreement shall be amended as follows:

1. Operative Provisions

(a) By the restatement of Clause 1.7 as set out below:

"1.7 1998: The provisions of Schedule 22 and Schedule 23 shall
have effect.".

(b) By the restatement of Clause 19 as set out below:

"19 CONDUCT OF EXECUTIVE COMMITTEE MEETINGS

19.1General: Chairman:

19.1.1Subject as provided in Clauses 13,18 and 22 and this Clause
    19, the Executive Committee may meet for the transaction of
    business, and adjourn and otherwise regulate its meetings,
    as it shall see fit.

19.1.2The Pool Chairman shall preside as chairman at every
    meeting of the Executive Committee provided that:

(a)if the Pool Chairman is unable to attend any meeting, he
   shall nominate another individual to preside as chairman at
   that meeting in his place. Such individual shall be a
   director or senior executive of one of the Pool Members but
   shall not be a Committee Member or an alternate for any
   Committee Member; and

(b)if there is no Pool Chairman or the Pool Chairman or his duly
   appointed nominee shall not be present within 15 minutes
   after the time appointed for the holding of the meeting or
   the Pool Chairman is unwilling to act, the Committee Members
   present may appoint one of their number to be chairman of the
   meeting.

19.1.3The chairman of the meeting in his capacity as chairman
    shall not have any vote at meetings of the Executive
    Committee.

19.2Quorum: No business shall be transacted at a meeting of the
    Executive Committee unless a quorum is present throughout
    that meeting. Six Committee Members present in person or by
    their respective alternates shall constitute a quorum.

19.3Lack of quorum: If, within half an hour from the time
    appointed for holding any meeting of the Executive
    Committee, a quorum is not

present, the meeting shall be adjourned to the same day in the
next week at the same time and place and if at the adjourned
meeting a quorum is not present within half an hour from the time
appointed for holding the meeting, those present shall constitute
a quorum.

19.4Representation of non-Committee Members: Each of the
    Settlement System Administrator, the Pool Chairman, the
    Director and the Pool Auditor (or its or his duly appointed
    representative) shall have the right to attend and speak
    (but not to vote) at meetings of the Executive Committee.
    Each Externally Interconnected Party (not being a Pool
    Member) and each of the Pool Funds Administrator, the Grid
    Operator and the Ancillary Services Provider (or its duly
    appointed representative) shall be entitled to attend and
    speak (but not vote) at meetings of the Executive Committee
    only where matters directly concerning its functions, duties
    or responsibilities have been identified or advised as
    provided in Clause 18.1.4 or if so requested by the
    Executive Committee. The Chief Executive (or his duly
    appointed representative) shall have the right to attend and
    speak (but not vote) at meetings of the Executive Committee
    and shall be obliged so to attend. With the exception of
    attendances by the Pool Chairman, the Chief Executive and
    the Pool Auditor, no payment shall be made to any person who
    has the right by virtue of this Clause 19.4 to attend
    Executive Committee meetings in respect of any such
    attendance.

19.5Written resolutions: A resolution in writing, executed by or
    on behalf of each Committee Member, shall be as valid and
    effectual as if it had been passed at a meeting of the
    Executive Committee duly convened and held and may consist
    of several instruments in like form and executed by or on
    behalf of one or more of such Committee Members. Any
    proposed resolution in writing shall be circulated to all
    those persons who would have been entitled to attend a
    meeting of the Executive Committee at which such resolution
    could properly have been passed.

19.6 Default in appointment:  All acts done by any meeting of the
     Committee Members or of a sub-committee of the Executive
     Committee shall, notwithstanding that it be afterwards
     discovered that there was some defect in the appointment of
     such Committee Member, be as valid as if such person had
     been duly appointed.".

<PAGE>

2.  Schedule 22

By the deletion of Schedule 22 and the substitution therefor of
the following:

                          "SCHEDULE 22

            1998 PROGRAMME FUNDING AND COST RECOVERY

1.  DEFINITIONS AND INTERPRETATION

1.1  Definitions: In this Schedule, except where the context
     otherwise requires:

"1998 Programme" means the programme of work undertaken by the
Pool to establish the systems and processes (including the EAC/AA
System, the ISRA System and the NHH Data Aggregation System) to
support the trading and settlement system in England and Wales to
facilitate the full introduction of a competitive supply market
on 1st April, 1998, as described in the Operational Framework;

"1998 Programme Costs" means the development and implementation
costs of the 1998 Programme comprising the following (without
double-counting):

(a) the costs and expenses of implementing Approved Funding
    Tranches approved in the period until the Implementation
    Date; and

(b)Accrued Costs,

in so far as such costs relate to the 1998 Programme but, for the
avoidance of doubt, shall exclude those costs and charges to be
paid by the Scottish PESs or Scottish Settlements pursuant to
section 9 of Schedule 23;

"1998 Sub-Committees" means the sub-committees, the Programme
Board and project boards established to develop and implement the
1998 Programmer

"Accrued Costs" means the costs accrued in relation to the 1998
Programme prior to 1st April, 1996, which the Pool Members agree
amount to pounds 2,878,000 at 1st April, 1996, together with interest
calculated at the base rate of Barclays Bank PLC from time to
time compounded, with monthly rests, until the date of payment,
which costs are repayable in accordance with sub-section 2.4;

"Aggregate Charging Limit" or "ACL" means the aggregate amount of
1998 Programme Costs recoverable by the Public Electricity Suppliers
pursuant to Section 8;

"Approved Funding Tranches" means the Funding Tranches approved by
the Steering Group in accordance with sub-section 3.4 or by Public
Electricity Suppliers in accordance with sub-section 7.2;

"EAC/AA System" means the estimation of annual consumption and
annualised advance software and systems which are to be developed for
the benefit of Pool Members pursuant to the 1998 Programmer

"EPFAL" means Energy Pool Funds Administration Limited (registered
number 2444187) whose registered office is situate at 185 Park
Street, London SE1 9DY or such other person as may be appointed as
its successor from time to time as Pool Funds Administrator pursuant
to Schedule 15;

"Financing Costs" or "FC" means the amount of costs to be incurred and
recovered by the Public Electricity Suppliers in respect of their
financing of 1998 Programme Costs, such amount being equal to interest
upon 1998 Programme Costs at the base rate of Barclays Bank PLC from
time to time compounded, with monthly rests, accruing from the date of
payment by the Public Electricity Suppliers of such 1998 Programme
Costs, until the date the Public Electricity Suppliers are reimbursed
in accordance with Section 8;

"Funder" means a person for the time being being party to this
Agreement who is a Public Electricity Supplier or a Scottish PES;

"Funding Tranches" means individual and groups of work packages
submitted for approval by the Steering Group or Public Electricity
Suppliers in accordance with sub-section 3.4 or, as the case may be,
Section 7;

"Implementation Date" means the date on which the first of the
following occurs:

(a)  a competitive supply market begins to operate in respect of
customers below 100kW;

(b)  the Executive Committee requires work on the 1998 Programme to
cease as agreed or sanctioned by the Secretary of State or the
Director; and

(c)  the systems and processes developed by the Pool required to
facilitate the beginning of the competitive supply market in
respect of customers below 100kW would be able to operate, as
determined by an independent expert jointly appointed by the
Public Electricity Suppliers, the Chief Executive and the
Director, but are not capable of operating because of other
circumstances,

but in any event no earlier than 1st April, 1998;

"ISRA System" means the initial settlement and reconciliation
software and systems for electricity trading in England and Wales
which are to be developed for the benefit of Pool Members
pursuant to the 1998 Programmer

"NHH Data Aggregation System" means the non half hour data
aggregation software and systems which are to be developed for
the benefit of Pool Members pursuant to the 1998 Programmer

"Non-paying Funder" has the meaning ascribed to that term in
paragraph 2.3.3;

"Operational Framework" means the 1998 Operational Framework of
the Pool (Release 4.2) submitted to the Director as of 31st
March, 1996;

"Other Pool Members" has the meaning ascribed to that term in
Schedule 23;

"PES Votes" means, in relation to a Public Electricity Supplier,
the number of votes to which such Public Electricity Supplier is
entitled from time to time, determined in accordance with Section
6;

"Pool" means the Electricity Pool of England and Wales;

"Programme Board" means the 1998 Programme Management Board
established by the Executive Committee to monitor, review and
oversee implementation of the 1998 Programmer

"Programme Budget" means an estimate of the overall cost of
implementing the 1998 Programme, including detailed cost
estimates for each element of the 1998 Programme required to be
incurred, each element to be broken down into all identified
Funding Tranches with each Funding Tranche to contain the details
of the timing of the work, the scope of work and the likely costs
and expenses to be incurred in its performance, approved in
accordance with Section 5;

"Programme Share" means, in relation to a Public Electricity
Supplier or a Scottish PES, the share of 1998 Programme Costs of
such Public Electricity Supplier or (as the case may be) such
Scottish PES, determined in accordance with Section 6;

"Requisite Proportion" means, in the case of the approval by
Public Electricity Suppliers in writing or in separate meeting of
the matters referred to:

(a)  in paragraphs 7.2(a) and 7.2(c), 65 per cent.; and

(b)  in paragraph 7.2(b), 50 per cent.,


in the case of written consent, of the total PES Votes of all
Public Electricity Suppliers and, in the case of a separate
general meeting, of the total PES Votes of those Public
Electricity Suppliers as (being entitled to do so) vote in person
or by proxy at the relevant separate general meeting of which
notice specifying the intention to propose the resolution has
been duly given;

"Scottish PES" means Scottish Hydro-Electric PLC and Scottish
Power plc;

"Scottish Settlements" means Scottish Electricity Settlements
Limited (registered in Scotland number SC169212);

"Steering Group" means the 1998 Programme Steering Group
established pursuant to Section 3, save that if the Executive
Committee so determines, such Steering Group may be disbanded, in
which case the Executive Committee shall act as and have the same
rights and obligations as the Steering Group for the purposes of
this Schedule, as such rights and obligations are set out in
Section 3, and in that event references in this Schedule to a
member of the Steering Group appointed by a member of the
Executive Committee appointed by Public Electricity Suppliers
shall be read as references to any member of the Executive
Committee appointed by Public Electricity Suppliers; and

"Total 1998 Programme Costs" has the meaning given to it in
Section 8.1.3.

1.2 Interpretation: In the event of any inconsistency or conflict
between the

provisions of this Schedule and the other provisions of the
Agreement in
relation to the 1998 Programme Costs or the Operational
Framework,
the provisions of this Schedule shall, unless otherwise expressly
provided, prevail.

2.  PROGRAMME FUNDING

2.1  Programme Costs: All 1998 Programme Costs shall be paid or
reimbursed by Public Electricity Suppliers and the Scottish PESs
or by a person or persons on their behalf in accordance with this
Schedule.

2.2 Allocation of 1998 Programme Costs after 1st April, 1996: In
respect of each month from (and including) April 1996, the 1998
Programme Costs incurred in such month shall be allocated amongst
Public Electricity Suppliers and the Scottish PESs according to
their respective Programme Shares.

2.3 Payment and collection:

2.3.1    EPFAL shall collect from Public Electricity Suppliers and
    the Scottish PESs the amounts which they are obliged to pay
    towards the 1998 Programme Costs and each Public Electricity
    Supplier and each Scottish PES will be obliged to pay its
    proportionate share of the 1998 Programme Costs "together
    with Value Added Tax thereon, if applicable) against receipt
    of any invoice therefor issued by EPFAL.

2.3.2    EPFAL shall arrange for collection from each Public
    Electricity Supplier and each Scottish PES of its
    proportionate share of the 1998 Programme Costs in such
    manner as may be agreed by EPFAL with the Public Electricity
    Suppliers from time to time (which may include collection in
    advance) and Public Electricity Suppliers and the Scottish
    PESs shall comply with such collection procedures and, in
    particular, shall make payment within the time period
    prescribed by such procedures.

2.3.3    If any Public Electricity Supplier or Scottish PES fails to
    pay an amount properly due under this Schedule within
    fifteen (15) days of the due date for such payment (such
    Public Electricity Supplier or Scottish PES being a "Non-
    paying Funder") each Pool Member (other than the Non-paying
    Funder) shall be severally liable for its Contributory Share
    (calculated on the basis that the Points allocated to the
    defaulting Non-paying Funder are disregarded) and EPFAL
    shall accordingly be entitled to recover the due proportion
    of that amount from each Pool Member (other than the
    Non-paying Funder). In that event, EPFAL shall advise each
    Pool Member of the amount payable by invoice despatched to
    each Pool Member and each Pool Member shall pay the amount
    advised in the relevant invoice within fifteen (15) days
    after the invoice date.

2.3.4    A Non-paying Funder shall indemnify and keep indemnified
    each Pool Member on demand against all sums properly paid by
    such Pool Member pursuant to this sub-section 2.3.

2.3.5    Each Pool Member shall give notice to the Pool Funds
    Administrator before instituting any action or proceedings
    in any court to enforce payments due to it pursuant to this
    Schedule. Upon receipt of any notice under this paragraph
    2.3.5, the Pool

     Funds Administrator will as soon as practicable notify the
     Executive Committee, all Pool Members and the Director. The
     provisions of sub-section 24.4 of Schedule 11 shall apply
     mutatis mutandis in respect of any payment due from a Non-
     paying Funder pursuant to this Schedule.

2.3.6    Upon EPFAL becoming aware of a Public Electricity Supplier
    or a Scottish PES becoming a Non-paying Funder, it shall
    notify the Executive Committee, the remaining Pool Members
    and the Director, and the Executive Committee shall convene
    and cause to be convened a general meeting of Pool Members
    as soon as possible thereafter, which meeting will determine
    whether any further 1998 Programme Costs shall be incurred.

2.3.7    The provisions of paragraphs 15.2.3, 15.2.4 and sub-section
    15.3 of Schedule 15 shall in any event apply mutatis
    mutandis in respect of all payments required to be made
    pursuant to this Section 2.

2.4 Accrued Costs: As soon as reasonably practicable, but in any
    event no later than 1st April, 1997, the Pool Members will
    pay each other such sums as will ensure that all Accrued
    Costs have effectively been paid for or reimbursed only by
    Public Electricity Suppliers and Scottish PESs and, as
    between Public Electricity Suppliers and Scottish PESs,
    according to their respective Programme Shares.

3.  PROGRAMME EXPENDITURE AND THE STEERING GROUP

3.1  Authority to incur expenditure: No 1998 Programme Costs
shall be incurred by 1998 Sub-Committees other than pursuant to
Approved Funding Tranches.

3.2  Establishment: Pool Members hereby establish the Steering
Group as a
sub-committee of the Executive Committee upon the terms and
subject
to the conditions of this Schedule 22.

3.3  Steering Group Members: Each member of the Executive
Committee shall
have the right to appoint a member of the Steering Group.

3.4  Approval of programme expenditure:

3.4.1     The Steering Group will notify each 1998 Sub-Committee
and such persons as may be nominated by each Public Electricity
Supplier in writing to the Steering Group from time to time ("PES
Nominees"), no later than 10 working days prior to holding any
meeting of the date that meeting will be held, save that, if at
least 5 members of the Steering Group (including at least 3
appointed by members of the Executive Committee appointed by 
Public Electricity Suppliers) consent, a meeting of
the Steering Group may be held on 48 hours' notice.

3.4.2     Prior to approving any further work packages after 15th
July, 1996, undertaking or commissioning any work in respect of
the 1998 Programme, the Programme Board or any member of the
Steering Group shall submit one or more Funding Tranches to the
Steering Group (with a copy to all PES Nominees) at least 5
working days in advance of any meeting of the Steering Group, for
approval. Each Funding Tranche shall contain details of the scope
of the work proposed to be undertaken and a budget of all costs
associated with that work, together with a comparison of all its
elements against the Programme Budget (or, if the Programme
Budget shall not then have been agreed, against the planned
budget). Any amount to be reimbursed in respect of costs incurred
in relation to work packages approved in the period between 31st
March, 1996 and 15th July, 1996 shall also be the subject of a
Funding Tranche or Funding Tranches to be submitted to the
Steering Group (with a copy to all PES Nominees) by the Programme
Board or any member of the Steering Group at least five working
days in advance of a meeting of the Steering Group. Each such
Funding Tranche shall contain details of the scope of the work
undertaken and details of the costs associated with it.

3.4.3     At each meeting of the Steering Group, the Steering
Group shall resolve whether to approve Funding Tranches duly
submitted to it in accordance with paragraph 3.4.2, and, subject
to any appeal to Public Electricity Suppliers, any Funding
Tranche so approved will become an Approved Funding Tranche.
Notwithstanding the decision taken, any Public Electricity
Supplier or any member of the Steering Group appointed by a
member of the Executive Committee appointed by Public Electricity
Suppliers may, within 5 working days of the resolution of the
Steering Group, by notice in writing to the Steering Group,
appeal the matter to be considered by Public Electricity
Suppliers under sub-section 7.2. If the Public Electricity
Suppliers then resolve to approve the Funding Tranche, it shall
become an Approved Funding Tranche. If the matter has been
appealed and Public Electricity Suppliers do not so approve it,
the Funding Tranche shall not be an Approved Funding Tranche.

3.4.4     As soon as the Programme Board becomes aware that the
cost of any work carried out pursuant to any Approved Funding
Tranche is likely to exceed the budget considered by the Steering
Group in paragraph 3.4.2 above, it shall forthwith prepare a
revised budget and deliver it to the Steering Group, at which
point the Steering Group and, if necessary, the Public
Electricity Suppliers, will follow the procedure set out in 
paragraphs 3.4.2 and 3.4.3 in considering whether to authorise 
the continuation of work under the Approved Funding Tranche, 
in accordance with such revised budget. If (a) the Steering 
Group does not resolve to approve the revised budget, in accordance 
with paragraph 3.4.2 or (b) after referral to Public Electricity 
Suppliers in accordance with sub-section 7.2 they resolve not to 
approve the revised budget, then the relevant 1998 Sub-Committee 
shall undertake no work to implement the Approved Funding Tranche 
which would lead to the cost of implementing the Approved Funding 
Tranche exceeding the original budget. If the revised budget is 
approved in accordance with paragraph 4.3.2 or, as the case may be, 
sub-section 7.2, the cost of that Approved Funding Tranche will be
adjusted accordingly.

3.4.5     Any Steering Group member may by reasonable notice
request such information of the Chief Executive or the Programme
Board as may be reasonably required to assess the performance of
the 1998 Programme against the Programme Budget and Approved
Funding Tranches, it being understood that the Chief Executive
and the Programme Board shall not be required to comply with any
such information request unless it is made by 3 or more members
of the Steering Group.

3.5  Voting: Any question or matter considered by the Steering
Group shall be resolved by a simple majority of votes of members
of the Steering Group.

4.  THE OPERATIONAL FRAMEWORK

4.1  Changes to Operational Framework: Subject to sub-section
4.2, any addition to, deletion from or other change to the
Operational Framework by or on behalf of Pool Members shall be
made only with the prior approval of Pool Members in general
meeting.

4.2  Effect on 1998 Programme Costs: If any addition to, deletion
from or other change to the Operational Framework may lead to an
increase in the 1998 Programme Costs then, unless such addition,
deletion or other change has been approved by the Public
Electricity Suppliers in writing or in separate general meeting,
the proposed addition, deletion or other change shall not take
effect unless Pool Members so resolve (in which case any costs
incurred as a result of the addition, deletion or other change in
question shall not be 1998 Programme Costs).

    5.PROGRAMME BOARD AND PROGRAMME BUDGET

5.1 Constitution of the Programme Board: At all times, the
    Programme Board shall comprise three senior users, one
    senior technical user (together the

"Senior Users") and the Chief Executive. One of the Senior Users
shall be an appointee of all Pool Members other than Public
Electricity Suppliers, and the other three shall be appointees of
the Public Electricity Suppliers.

5.2 Voting: It is the intention of Pool Members that the
Programme Board shall resolve matters by way of consensus.

5.3  Preparation of the Programme Budget: The Programme Board
shall prepare and submit a draft programme budget by no later
than 15th July, 1996 for approval by the Steering Group. The
procedure for approval of the draft programme budget shall follow
that for approval of Funding Tranches in paragraphs 3.4.2 and
3.4.3, save that if either the Steering Group or Public
Electricity Suppliers do not approve the draft programme budget,
they shall notify the Programme Board of any areas requiring
revision and the Programme Board shall, as soon as reasonably
practicable after such notification, re-submit the draft
programme budget to the Steering Group. Once the draft programme
budget is approved it shall be the Programme Budget.

6.  PROGRAMME SHARES AND PES VOTES

6.1  Programme Shares: The Programme Share of each Public
Electricity Supplier and each Scottish PES shall be that set
opposite its name in column 2 of the table in sub-section 6.3.

6.2  PES Votes: The PES Vote of each Public Electricity Supplier
shall be that
set opposite its name in column 3 of the table in sub-section
6.3.

6.3  Table:

          Column 1                Column 2      Column 3
       Name of Funder            Programme     PES Votes
                                   Shares
                                               
Eastern Group plc                  12.64%        13.82%
                                                    
East Midlands Electricity plc      8.79%         9.61%
                                                    
London Electricity plc             7.76%         8.50%
                                                    
Manweb plc                         5.19%         5.71%
                                                    
Midlands Electricity plc           8.81%         9.64%
                                                    
Northern Electric plc              4.97%         5.44%
                                                    
NORWEB Plc                         8.21%         8.99%
                                               
Scottish Hydro-Electric PLC        2.66%       Not
                                               Applicable
                                               
Scottish Power plc                 5.97%       Not
                                               Applicable
                                               
SEEBOARD PLC                       8.14%         8.91%
                                                    
Southern Electric plc              10.74%        11.75%
                                                    
South Wales Electricity plc        3.34%         3.64%
                                                    
South Western Electricity plc      5.67%         6.21%
                                                    
Yorkshire Electricity Group        7.11%         7.78%
plc


6.4  Reopener: If the aggregate amount of the 1998 Programme
Costs as projected under the 1998 Programme at 31st December,
1997 exceeds the budgeted figure for the 1998 Programme Costs as
at 1st January, 1997 (which is agreed only for these purposes to
be pounds 58,000,000), the Programme Shares of the Funders shall
promptly be recalculated by or on behalf of the Funders in
accordance with the principles set out in the document entitled
"Costing Estimates for Scottish Contribution to Pool Programme"
dated 13th December, 1996 (a copy of which has been initialled by
the Chief Executive for the purposes of identification only), and
column 2 of the table in sub-section 6.3 shall be amended
accordingly.

6.5  Merger and adjustment: In the event of any merger between
one or more Funders any successor company shall have the
aggregate Programme Shares and PES Votes of its predecessors. Any
successor to part only of the authorised area (as such term is
defined in its PES Licence) of a Public Electricity Supplier and
the Public Electricity Supplier retaining the other part shall
have such PES Votes and Programme Shares as the Director shall
determine. Any successor to part only of the authorised supply
area (as such term is defined in the PES Licence of the relevant
Scottish PES) of a Scottish PES and the Scottish PES retaining
the other part shall have such Programme Shares  as the Director
shall determine.

7.   PES MEETINGS

7.1  PES Meetings: The following provisions of this Section 7
shall apply to separate general meetings of Public Electricity
Suppliers.

7.2  Requirements for PES Approval: The following matters shall
require Public Electricity Suppliers to give their approval by
the Requisite Proportion in separate general meeting, or by the
Requisite Proportion of Public Electricity Suppliers giving their 
approval in writing to take effect:

(a)  the approval of Funding Tranches by way of appeal under sub-
section 3.4;

(b)  the approval of any addition to, deletion from or other
change to the Operational Framework which may lead to an increase
in the 1998 Programme Costs; and

(c)  any addition to, deletion from or other change to this
Schedule 22 (other than, for the avoidance of doubt, the adoption
of detailed drafting of the provisions relating to the recovery
of 1998 Programme Costs in accordance with paragraph 8.2.3).

7.3  General Provisions: The provisions of Part 111 of the
Agreement relating to general meetings of Pool Members shall
apply mutatis mutandis to separate general meetings of Public
Electricity Suppliers, but so that:

(a)  the necessary requirement for notice in writing to be given
of any such separate general meeting shall be 5 working days
rather than the period in Clause 9.3;

(b)  Clause 10.9 shall not apply although the Pool Auditor and
the Director or its or his duly authorised representative shall
have the right to attend and speak (but not vote) at such
separate general meetings;

(c)  such separate general meetings shall be convened by the
Secretary upon receipt of a request from a Public Electricity
Supplier or a member of the Steering Group appointed by an
Executive Committee Member appointed by Public Electricity
Suppliers;

(d)  the necessary quorum shall be 6 or more Public Electricity
Suppliers present in person together representing 50 per cent. or
more of the aggregate number of PES Votes of all Public
Electricity Suppliers and if no quorum is present within half an
hour from the time appointed for the separate general meeting,
the separate general meeting shall be adjourned until the
following working day;

(e)  references to Total Votes shall be substituted by references
to PES Votes; and

(f)  notice of any such separate general meeting need to be given
only to those entitled to attend the same,

and any resolution put to any such separate general meeting
shall, to be passed, require the Requisite Proportion of votes in
favour.

8.  RECOVERY OF 1998 PROGRAMME COSTS

8.1  Calculation of Aggregate Charging Limit: The Aggregate
Charging Limit shall be calculated in the following manner:

8.1.1     if Total 1998 Programme Costs are less than the Lower
Limit then:

          ACL = LL-LL - T1998 PC + FC
                   -------------
                        2

8.1.2     if Total 1998 Programme Costs are equal to or greater
     than the Lower Limit and less than or equal to the Upper
     Limit then:

        ACL = T1998 PC + FC; and

8.1.3          if Total 1998 Programme Costs are greater than the
Upper Limit then:

        ACL = UL + T1998 PC - UL + FC
                   -------------
                        2

in each case, where, subject to the provisions set out below:

the Lower Limit ("LL") = pounds 43,500,000;

the Upper Limit ("UL") = pounds 53,500,000; and

the Total 1998 Programme Costs ("T1998 PC") = the aggregate
amount of 1998 Programme Costs allocated to Public Electricity
Suppliers in England and Wales according to their respective
Programme Shares,

save that if, as a result of any addition to, deletion from or
other change to the Operational Framework and/or the adoption of
Approved Funding Tranches pursuant to sub-section 3.4 or Section
7 outside the scope of the Operational Framework, the Total 1998
Programme Costs are changed by any amount in excess of pounds 50,000
then, subject to prior approval by the Director, both the Lower
Limit and the Upper Limit shall be adjusted by the amount of such
change.
                               
8.2 Recovery by Public Electricity Suppliers from under 100kW
customers:

8.2.1     The ACL is to be recovered, with allowance being made
for Financing Costs, over a maximum period of 5 years from the
Implementation Date from all suppliers of customers below 100kW
on the basis of a charge per megawatt hour supplied. The Public
Electricity Suppliers shall be entitled to recover the ACL in
proportion to the 1998 Programme Costs contributed by them (the
Public Electricity Suppliers' proportions being grossed up for
this purpose to aggregate 100 per cent.). If, for reasons other
than force majeure (as defined in paragraph 8.2.2 below), the
Implementation Date is later than 1st April, 1998, the Public
Electricity Suppliers or their agents will be able to recover a
proportionately lesser amount.

8.2.2     If, by reason of force majeure (which for these
purposes means any delay as a result of the requirements of the
Director or the Secretary of State or any exceptional
circumstances outside the control of the Pool), the 1998
Programme is delayed or not implemented, full cost recovery of
the ACL shall be made.

8.2.3     The principles for recovery set out in this sub-section
8.2 require further detailed drafting. Pool Members undertake to
use their reasonable endeavours to agree the detailed drafting by
1st June, 1997.

8.3 Recovery by Scottish PESs: Scottish PESs shall be entitled to
recover from third parties their respective contributions towards
the 1998 Programme Costs in accordance with the terms of their
agreement with the Director (if any).

9.  SCHEDULE 22 CEASING TO HAVE EFFECT

Without prejudice to any accrued rights or liabilities, the
provisions of this Schedule 22 shall cease to have effect on the
date following that on which the final payment has been made to
the last Public Electricity Supplier to be reimbursed its due
proportion in respect of 1998 Programme Costs and Financing Costs
pursuant to Section 8.".

                            
3.  Schedule 23

By the insertion of the following new Schedule 23 :

                          "SCHEDULE 23

                      SCOTTISH SETTLEMENTS

1.  DEFINITIONS AND INTERPRETATION

1.1  Definitions: In this Schedule and the Scots Subsidiary
Documents, except where the context otherwise requires:

"1998 Contractor" means for the time being and from time to time
a contractor employed or retained by or on behalf of or on the
instructions of Pool Members to undertake work or to provide
services in relation to the design, development, testing,
implementation, operation or maintenance of the 1998 Systems (and
includes any sub-contractor of such a contractor);

"1998 Deliverables" means the work product of a 1998 Contractor
under its contract or arrangement with Pool Members (or their
agent) in relation to the 1998 Programmer

"1998 Documentation" means the documentation prepared for the
benefit of Pool Members in connection with the 1998 Programme
relating to the design, development, testing, implementation,
operation and/or maintenance of the Relevant 1998 Systems and for
the time being and from time to time listed or referred to in
Part B of Scots Subsidiary Document 1;

"1998 Programme" has the meaning given to that term in Schedule
22;

"1998 Systems" means the systems and processes (including the
ISRA System) supporting the central electricity trading and
settlement system in England and Wales which are to be developed
for the benefit of Pool Members pursuant to the 1998 Programmer

"Analysis" has the meaning given to that term in Scots Subsidiary
Document 3;

"Combined Members" means the members of the Chief Executive's
Office, the Executive Committee, the Committee Members and the
Other Pool Members;

"Developed Material" has the meaning given to that term in
paragraph 4.5(B);


"EAC/AA System" has the meaning given to that term in Schedule
22;

"Existing Pool Documentation" means the documentation relating to
the rules and procedures for the operation of the central
electricity trading and settlement system in England and Wales
and for the time being and from time to time listed or referred
to in Part A of Scots Subsidiary Document 1;

"JAR System" means the control system and processes that are
necessary to facilitate initial allocation to suppliers in the
authorised supply areas of the Scottish PESs (as defined in the
PES Licence of the relevant Scottish PES) and reconciliation of
all the electricity consumed in those authorised supply areas
within a bulk supply point group;

"ISRA Documentation" means the documentation prepared for the
benefit of Pool Members relating either to the engagement of a
1998 Contractor for the initial settlement and reconciliation
function contemplated by the 1998 Programme or to the design,
development, testing and trialing of the ISRA System, and in each
case for the time being and from time to time listed or referred
to in Part C of Scots Subsidiary Document 1;

"ISRA System" has the meaning given to that term in Schedule 22;

"Logica" means Logica UK Limited (registered number: 947968);

"Logica Contract" means the agreement dated 11th September, 1996
and made between Logica and Energy Pool Funds Administration
Limited;

"NHH Data Aggregation System" means the non half hour data
aggregation software and systems which are to be developed for
the benefit of Pool Members pursuant to the 1998 Programmer

"Other Pool Members" means all the Pool Members other than the
Scottish PESs (and, where the context so admits, includes any
person acting on their behalf for the purposes of this Schedule
and the Scots Subsidiary Documents);

"Pool 1998 Software" means the software for the Relevant 1998
Systems (excluding all operating system software for all of the
1998 Systems) for the time being and from time to time listed or
referred to in Scots Subsidiary Document 2;

"Programme Board" has the meaning given to that term in Schedule
22;

"Programme Liaison Officer" means the 1998 Programme's liaison
officer nominated for the time being and from time to time by or
on behalf  of  the  Other  Pool  Members in  accordance  with  Scots
Subsidiary Document 4;

"Relevant  1998  Systems" means the 1998 Systems other  than  the
EAC/AA  System and the NHH Data Aggregation System and  excluding
all Support Services and all hardware;

"Required Documentation" means the 1998 Documentation, the
Existing Pool Documentation, the ISRA Documentation and the
Support Documentation;

"Responsible  Officers" has the meaning given  to  that  term  in
Scots Subsidiary Document 4;

"Scots  1998 Licence" has the meaning given to that term in  sub-
section 4.2;

"Scots Contract" has the meaning given to that term in sub-
section 6.1;

"Scots  Contractor"  has  the  meaning  given  to  that  term  in
paragraph 4.5(B);

"Scots Due Date" has the meaning given to that term in sub-
section 9.3;

"Scots  Licence-Back"  has the meaning  given  to  that  term  in
paragraph 4.5 (H);

"Scots Licensee" has the meaning given to that term in sub-
section 4.2;

"Scots Subsidiary Documents" means each of the documents
identified and agreed to be treated as a Scots Subsidiary
Document for the purposes of this Schedule by the Scottish PESs
and the Executive Committee (or a nominated sub-committee of the
Executive Committee), as the same may be amended or substituted
from time to time with their prior written consent. Each Scots
Subsidiary Document shall be numbered and references in this
Schedule to "Scots Subsidiary Document 'n"' shall be to the
relevant numbered Scots Subsidiary Document;

"Scottish  PESs" has the meaning given to that term  in  Schedule
22;

"Scottish Settlements" means Scottish Electricity Settlements
Limited, a private limited liability company incorporated in
Scotland with registered number SC169212 jointly owned by the
Scottish PESs for the purposes of managing and implementing the
Scottish Settlements Arrangements (and includes any successor
company);
   

"Scottish Settlements Arrangements" means the business of
developing, operating and maintaining systems, processes and
arrangements in the authorised supply areas (as defined in the
PES Licence of the relevant Scottish PES) of the Scottish PESs
pursuant to their obligations as holders of PES Licences, and
includes the Scottish Settlements Project;

"Scottish Settlements Project" means the project established and
managed by Scottish Settlements that will develop systems,
processes and arrangements within the scope and as part of the
Scottish Settlement Arrangements;

"SSP Liaison Officer" means the liaison officer of the Scottish
PESs (or, as the case may be, Scottish Settlements) nominated for
the time being and from time to time by them in accordance with
Scots Subsidiary Document 4;

"Support Documentation" means any documentation provided by the
Programme Liaison Officer as clarification to any of the 1998
Documentation, the Existing Pool Documentation or the ISRA
Documentation in response to a request from the SSP Liaison
Officer pursuant to Scots Subsidiary Document 4;

"Support Services" means:

(A)  support services for systems tests, integration tests and
trialing;

(B)  services for maintenance, error correction, change
implementation and new system releases; and

(C)  training services;

"Systems Requirement Request" has the meaning given to that term
in Scots Subsidiary Document 3; and

"Systems Requirement Response" has the meaning given to that term
in Scots Subsidiary Document 3.

1.2  Interpretation: In the event of any inconsistency or
conflict between the provisions of this Schedule and the other
provisions of the Agreement (other than Schedule 22) insofar as
concerns the relationship of the Scottish Settlements
Arrangements to the 1998 Programme or the Operational Framework,
the provisions of this Schedule shall, unless otherwise expressly
stated, prevail. In the event of any other inconsistency or
conflict between the provisions of this Schedule and the other
provisions of the Agreement, such other provisions shall prevail.

1.3  Scots Subsidiary Documents: Each of the Parties undertakes
to comply with the Scots Subsidiary Documents insofar as
applicable to such Party.


The Executive Committee shall provide copies of the Scots
Subsidiary Documents to a Party upon request and at such Party's
cost.

1.4  Trusteeship: The Other Pool Members hold the benefit of this
Schedule for themselves and as trustee and agent for the
Executive Committee, the Committee Members and the members of the
Chief Executive's Office.

1.5  Other Pool Members:  Subject to sub-section 5.3, the
provisions of Part III of the Agreement shall apply mutatis
mutandis to meetings of and decisions taken by the Other Pool
Members save that neither of the Scottish PESs nor Scottish
Settlements (if it is a Pool Member) shall be entitled to attend,
speak or vote at the relevant meeting or otherwise to participate
in the decision taking processes and the voting procedures shall
be adjusted in such manner as the Pool Chairman in his sole
discretion shall see fit to make allowance for the prohibition on
the Scottish PESs and Scottish Settlements from voting.

2.  PURPOSE

2.1  Purpose: This Schedule, when read with Schedule 22 and the
Scots Subsidiary Documents, sets out the terms and conditions
upon and subject to which the Scottish PESs will be entitled to
have made available to them or Scottish Settlements for the
purposes of the Scottish Settlements Arrangements certain
documentation and systems written or developed for or provided to
Pool Members in connection with the 1998 Programme and to propose
changes thereto or undertake customization thereof solely for the
purposes of the Scottish Settlements Arrangements.

2.2  Scottish PESs as Pool Members: Save as varied or amended by
or pursuant to this Schedule, the Scottish PESs shall continue to
have their respective rights, responsibilities, obligations and
liabilities as Pool Members in addition to their rights,
responsibilities, obligations and liabilities under this
Schedule, Schedule 22 and the Scots Subsidiary Documents in their
capacity as Scottish PESs.

3.  JOINT VENTURE AND GUARANTEE

3.1  Scottish Settlements: The Scottish PESs shall be entitled to
act for the purpose of the Scottish Settlements Arrangements and
this Schedule through Scottish Settlements. If required by the
Executive Committee, the Scottish PESs shall procure that
Scottish Settlements becomes a  party to the Agreement, appoints
an agent for service of process in England and undertakes
directly in form and content reasonably satisfactory to the
Executive Committee the obligations on its part contained in this
Schedule and the Scots Subsidiary Documents.


3.2  Information on Scottish Settlements: Each of the Scottish
PESs and Scottish Settlements shall promptly give the Other Pool
Members such information about the shareholdings in and capital
structure of Scottish Settlements and its business, operations,
assets and financial condition as the Executive Committee may
from time to time reasonably require and the Other Pool Members
shall keep all such information confidential on and subject to
the terms and conditions of Clause 70 of the Agreement.

3.3  Guarantee: The Scottish PESs hereby jointly and severally
and irrevocably and unconditionally:

(A)  guarantee to each of the Combined Members the due and
punctual observance and performance of all the terms, conditions
and covenants on the part of Scottish Settlements contained in
this Schedule and the Scots Subsidiary Documents and agree to pay
to each of the Combined Members from time to time on demand any
and every sum or sums of money which Scottish Settlements shall
at any time be liable to pay to such Combined Member under or
pursuant to this Schedule or any of the Scots Subsidiary
Documents and which shall not have been paid at the time such
demand is made; and

(B)  agree as a primary obligation to indemnify each of the
Combined Members from time to time on demand by the relevant
Combined Member from and against any loss directly incurred by
such Combined Member as a result of any of the obligations of
Scottish Settlements under or pursuant to this Schedule or any of
the Scots Subsidiary Documents being or becoming void, voidable,
unenforceable or ineffective as against such Combined Member for
any reason whatsoever, whether or not known to such Combined
Member or any other person.

3.4  Preservation of Rights:

3.4.1     The obligations of the Scottish PESs contained in this
Section 3 shall be in addition to and independent of every other
security which any of the Combined Members may at any time hold
in respect of any obligations of Scottish Settlements under the
Agreement.

3.4.2     The obligations of the Scottish PESs contained in this
Section 3 shall constitute and be continuing obligations
notwithstanding any settlement of account or other matter or
thing whatsoever, and in particular but without limitation shall
not be considered satisfied by any intermediate payment or
satisfaction of all or any of the obligations of Scottish
Settlements under this Schedule or the Scots Subsidiary Documents
and shall continue in full force and effect until final payment in 
full of all amounts owing by Scottish Settlements under this Schedule 
and each of the Scots Subsidiary Documents and satisfaction of all 
actual and contingent obligations of Scottish Settlements under this
Schedule and each of the Scots Subsidiary Documents.

3.4.3     Neither the obligations of the Scottish PESs herein
contained nor the rights, powers and remedies conferred in
respect of the Scottish PESs upon the Combined Members by this
Schedule or any of the Scots Subsidiary Documents or by law shall
be discharged, impaired or otherwise affected by:

(A)  the winding-up, dissolution, administration or
reorganisation of Scottish Settlements or any other person or any
change in its status, function, control or ownership;

(B)  any of the obligations of Scottish Settlements or any other
person hereunder or under any other security taken in respect of
any of its obligations under this Schedule or any of the Scots
Subsidiary Documents being or becoming illegal, invalid,
unenforceable or ineffective in any respect;

(C)  time or other indulgence being granted to Scottish
Settlements in respect of its obligations under this Schedule or
any of the Scots Subsidiary Documents or under any such other
security;

(D)  any amendment to, or any variation, waiver or release of,
any obligation of Scottish Settlements under this Schedule or any
of the Scots Subsidiary Documents or under any such other
security;

(E)  any failure to take, or fully to take, any security
contemplated hereby or otherwise agreed to be taken in respect of
the obligations of Scottish Settlements under this Schedule or
any of the Scots Subsidiary Documents;

(F)  any failure to realise or fully to realise the value of, or
any release, discharge, exchange or substitution of, any security
taken in respect of the obligations of Scottish Settlements under
this Schedule or any of the Scots Subsidiary Documents; or

(G)  any other act, event or omission which, but for this
paragraph 3.4.3, might operate to discharge, impair or otherwise
affect any of the obligations of either of the Scottish PESs 
herein contained or any of the rights, powers or
remedies conferred upon the Combined Members by this Schedule or
any of the Scots Subsidiary Documents or by law.

3.4.4     Any settlement or discharge between the Scottish PESs
and Scottish Settlements shall be conditional upon no security or
payment to the Combined Members or any of them by the Scottish
PESs or either of them or Scottish Settlements or any other
person on behalf of the Scottish PESs or, as the case may be,
Scottish Settlements being avoided or reduced by virtue of any
provisions or enactments relating to bankruptcy, insolvency,
liquidation or similar laws of general application for the time
being in force and, if any such security or payment is so avoided
or reduced, the Combined Members or the relevant one of them
shall be entitled to recover the value or amount of such security
or payment from the Scottish PESs subsequently as if such
settlement or discharge had not occurred.

3.4.5     None of the Combined Members shall be obliged before
exercising any of the rights, powers or remedies conferred upon
it in respect of the Scottish PESs by this Schedule or any of the
Scots Subsidiary Documents or by law:

(A)  to make any demand of Scottish Settlements;

(B)  to take any action or obtain judgment in any court against
Scottish Settlements;

(C)  to make or file any claim or proof in a winding-up or
dissolution of Scottish Settlements; or

(D)  to enforce or seek to enforce any other security taken in
respect of any of the obligations of Scottish Settlements under
this Schedule or any of the Scots Subsidiary Documents.

3.4.6     The Scottish PESs agree that, until all amounts which
may be or become payable by Scottish Settlements under or in
connection with this Schedule and the Scots Subsidiary Documents
have been irrevocably paid in full, neither of the Scottish PESs
shall, after a claim has been made or by virtue of any payment or
performance by it under this Clause 3:

(A)  be subrogated to any rights, security or moneys held,
received or receivable by any of the Combined Members (or any
trustee or agent on its behalf) or be entitled to any right of
contribution or indemnity in respect of any payment made or
moneys received on account of the liability of such Scottish PES 
under this Clause 3;

(B)  claim, rank, prove or vote as a creditor of Scottish
Settlements or its estate in competition with any of the Combined
Members (or any trustee or agent on its behalf); or

(C)  receive, claim or have the benefit of any payment,
distribution or security from or on account of Scottish
Settlements, or exercise any right of set-off as against Scottish
Settlements.

4.   SCOTS 1998 LICENCE

4.1  Provision of Required Documentation: Subject to and
conditional upon payment and receipt of the sums set out or
referred to in sub-section 9.1(A) and to the terms and conditions
of the Scots 1998 Licence:

(A)  the Scottish PESs and Scottish Settlements shall be entitled
to receive copies of the Required Documentation; and

(B)  Pool Members shall procure that such copies are made
available to the Scottish PESs (or, as the case may be, Scottish
Settlements) promptly upon request.

4.2 Grant of Scots 1998 Licence:

(A)  Subject to and conditional upon payment and receipt of the
sum(s) set out or referred to in sub-section 9.1(B) and to the
extent that Pool Members have the right so to do, Pool Members
grant the Scottish PESs and Scottish Settlements (in this Section
4, each a "Scots Licensee"), or shall procure the grant to the
Scots Licensee of, a perpetual, non-exclusive and non
transferable licence (the "Scots 1998 Licence") to use the
Required Documentation and the Pool 1998 Software on the terms
and conditions set out in the following provisions of this
Section 4.

(B)  Pool Members confirm that they have full right to grant the
Scots Licensee or procure the grant to the Scots Licensee of a
perpetual, non-exclusive and non-transferable licence to use (i)
such of the Required Documentation and Pool 1998 Software as is
made available to Pool Members under the Logica Contract,
excluding any software notified by or on behalf of the Other Pool
Members to the Scots Licensee from time to time as being subject
to a requirement for a licence from a third party, and (ii) the
Existing Pool Documentation. Pool Members confirm that Logica
only has the right under the Logica Contract to incorporate such 
third party software where the Pool Members have agreed the terms 
upon which a licence will be available from the relevant third party. 
In respect of any other Required Documentation or Pool 1998
Software, the Pool Members confirm that they shall use reasonable
endeavours (but without being obliged to incur any material
additional cost unless all such additional cost is paid or
reimbursed on demand by the Scottish PESs or Scottish
Settlements) to acquire in a timely manner ownership of, or a
right to grant a licence to the Scots Licensee in respect of, the
intellectual property rights thereto.

4.3  Term of Scots 1998 Licence: The Scots 1998 Licence will
commence as of 1st January, 1997 and will continue until
terminated in accordance with
sub-section 4.4.

4.4 Termination of Scots 1998 Licence:

(A)  The Executive Committee shall have the right (without
prejudice to any other rights or remedies that the Executive
Committee or the Other Pool Members may have) to terminate the
Scots 1998 Licence immediately by notice in writing to the Scots
Licensee if:

(i)  the Scots Licensee is in material breach of any of the
provisions of Clauses 4.2, 4.5, 4.6, 4.7 and 4.8 and either such
breach is incapable of remedy or the breach continues for
fourteen days after notice in writing specifying the breach and
requiring it to be remedied; or

(ii) an order is made or a resolution is passed for the
winding-up of the Scots Licensee, or if a provisional liquidator
is appointed in respect of the Scots Licensee, or if a receiver
(which expression includes an administrative receiver) is
appointed in respect of the Scots Licensee or all or any of its
assets or if the Scots Licensee is unable to pay its debts within
the meaning of section 123 of the Insolvency Act 1986, or if any
voluntary arrangement is proposed under section 1 of the
Insolvency Act 1986 in respect of the Scots Licensee; or

(iii)     anything analogous to any of the events in paragraph
(ii) above occurs with respect to the Scots Licencee or its
assets in any jurisdiction.

(B)  If the Scots 1998 Licence is terminated under this sub-
section 4.4:

(i)  the Scots Licensees will cease to have the right to use the
Required Documentation and the Pool 1998 Software;

(ii) the Scots Licensees shall within 30 days of termination
deliver to the Executive Committee all the Required Documentation
and the Pool 1998 Software together with all copies of them in
the Scots Licensees' possession or control and (if any Scots
Licensee fails to do so) the Executive Committee or its agent
shall have the right to enter such Scots Licensee's premises and
repossess the Required Documentation and the Pool 1998 Software
and any copies of them; and

(iii)     the Scots Licensees will destroy any programme or other
series of instructions contained in any memory device which is
derived from the Required Documentation and/or the Pool 1998
Software and is in their possession or control.

(C)  Termination of the Scots 1998 Licence will not release any
of the Scots Licensees from any obligations arising prior to
termination or which expressly or by implication become effective
or continue to be effective on or after the termination of the
Scots 1998 Licence.

4.5  Scope of Scots 1998 Licence:

(A)  The Scots Licensee shall have the right to use the Required
Documentation and the Pool 1998 Software only for the purposes of
the Scottish Settlements Arrangements and shall not use the
Required Documentation or the Pool 1998 Software in any other
way.

(B)  The Scots Licensee is licensed to copy, develop, alter or
modify the whole or any part of the Required Documentation or
Pool 1998 Software or combine it with any other materials, in any
such case only for the purposes of the Scottish Settlements
Arrangements (the "Developed Material"), but will not permit any
other person to do so except for a person at any time under
contract to the Scots Licensee to do so (the "Scots Contractor").
The Scots Contractor will not have any more extensive right to
use the Required Documentation or the Pool 1998 Software than the
Scots Licensee has under this Section 4.

(C)  The Scots Licensee shall ensure the proper use, supervision,
management and control of the Required Documentation and Pool
1998 Software and that the same are properly protected at all
times from unauthorised access or use by any person.

(D)  The Scots Licensee shall keep the Required Documentation and
Pool 1998 Software confidential and shall only authorise access
or disclosure to those persons or categories of person for the
time being and from time to time listed or referred to in Scots
Subsidiary Document 6 and to whom access or disclosure is
strictly necessary to enable the Required Documentation or Pool
1998 Software to be used in accordance with this Section 4. The
Scots Licensee shall ensure that each such person is aware of the
confidential nature of the Required Documentation and Pool 1998
Software and keeps them confidential. This paragraph shall not
apply to any part of the Required Documentation and Pool 1998
Software which has entered the public domain other than as a
result of any breach of agreement or duty.

(E)  The following obligations apply in relation to the use of
source code:

(i)  all copies of any source code which is part of the Required
Documentation or Pool 1998 Software will be individually numbered
and the existence and location of each such copy shall be
notified by the Scots Licensee to the Executive Committee; and

(ii) the Scots Licensee shall notify the Executive Committee of
details of each of its employees and those of any Scots
Contractor who will have access to the source code and, unless
otherwise agreed by the Executive Committee, shall ensure that
each such employee will (before access) enter into an individual
confidentiality agreement in a form approved by the Executive
Committee. The Scots Licensee shall provide the Executive
Committee with an original copy of each such agreement and will
ensure that, unless otherwise agreed by the Executive Committee,
no employee of the Scots Licensee or any Scots Contractor has
access to the source code except for those employees whose
details have been notified to the Executive Committee and are
bound by such agreements.

(F)  The Scots Licensee shall immediately bring to the attention
of the Executive Committee any infringement or suspected
infringement by any third party of any rights in the Required
Documentation or the Pool 1998 Software of which it becomes aware
and shall, at the Executive Committee's request and against
payment of its reasonable costs and expenses, take or join Pool
Members in taking such action as they may require for the purpose
of protecting such rights.

(G)  Pool Members are not obliged under the Scots 1998 Licence to
develop, maintain or enhance the Required Documentation or the
Pool 1998 Software.

(H)  The Scots Licensees agree to grant Pool Members a perpetual,
royalty-free, non-exclusive licence to use and exploit the
Developed Material mutatis mutandis on the same terms as the
Scots Licence (the "Scots Licence-Back") provided that:

(i)  the Scots Licensees shall be entitled by notice to the
Executive Committee to designate particular parts of the
Developed Material as having commercial value where the Scots
Licensees decide reasonably and in good faith that a material
cost has been incurred in developing the same. In any such case
the Scots Licence-Back shall be subject to the agreement between
the Scottish Licensees on the one hand and the Other Pool Members
on the other hand of a reasonable royalty reflecting an
appropriate proportion of such cost (such agreement not to be
unreasonably withheld or delayed); and

(ii) the Scots Licensees shall not be obliged to license any part
of the Developed Material where the Scots Licensees believe
reasonably and in good faith that the same would confer a
significant competitive benefit on the Other Pool Members and for
that reason should not be licensed to them.

(I)  The Scots Licensees shall notify the Executive Committee at
least once every six months of all Developed Material that has
been produced during the preceding six month period.

4.6  Reporting requirement: The Scots Licensee shall supply the
Executive Committee from time to time on request with a statement
signed by a director of the Scots Licensee which certifies that
the Required Documentation and Pool 1998 Software is being used
only in accordance with this Section 4.

4.7  Access: The Scots Licensee shall grant the Executive
Committee or its nominee access upon reasonable prior notice to
the Scots Licensee's premises in order to audit the use of the
Required Documentation and Pool 1998 Software.

4.8 Indemnity: The Scottish PESs and Scottish Settlements shall
jointly and severally indemnify and keep indemnified the Combined
Members and each of them on demand against all direct losses,
costs, damages, expenses, liabilities and claims suffered or
incurred by any of the Combined Members arising out of or in
relation to any Scots Licensee's breach of any of its obligations
under this Section 4.

4.9  Further licences: Pool Members agree that the Scottish PESs
and Scottish Settlements shall be entitled to a licence to use
the EAC/AA System and the NHH Data Aggregation System on terms
and conditions comparable to those on which a licence to use the
same is offered to Public Electricity Suppliers generally.

5.   SCOTTISH REQUIREMENTS AND THE RELEVANT 1998 SYSTEMS

5.1  Change to the Operational Framework: The provisions of
Schedule 22 shall govern any addition to, deletion from or other
change to the Operational Framework.

5.2  Change control: Subject to sub-section 5.1, the provisions
of Scots Subsidiary Document 3 shall govern the control of a
change (which shall include any request by the Scottish PESs or
Scottish Settlements for an additional requirement) to the
Relevant 1998 Systems insofar as the change concerns a change to
the Relevant 1998 Systems requested by the Scottish PESs or
Scottish Settlements for the purposes of the Scottish Settlements
Project.

5.3  Disputes over change control: If pursuant to any Scots
Subsidiary Document this sub-section is stated to apply and the
relevant Systems Requirement Request relates to changes in the
functionality of the Relevant 1998 Systems then, notwithstanding
the provisions of Part III of the Agreement, the determination of
the Executive Committee in relation to the matter shall be final,
conclusive and binding and there shall be no right of referral to
Pool Members in general meeting nor any right of appeal to the
Director and each Party expressly, irrevocably and
unconditionally waives all such rights of referral and appeal.

5.4  Other changes to the 1998 Programme: Pool Members
acknowledge that, in respect of any change to the 1998 Programme
required by the Scottish PESs (or, as the case may be, Scottish
Settlements) for the purposes of the Scottish Settlements
Arrangements which does not fall to be dealt with by sub-section
5.1 or 5.2, the Scottish PESs (or, as the case may be, Scottish
Settlements) shall have the right, and shall be obliged, to use
the change control procedure established under the 1998 Programme
and the costs of any such change and the change control charges
shall be borne by the Scottish PESs (or, as the case may be,
Scottish Settlements) as if they were charges under sub-section
9.1 or, as the case may be, 9.2.


6.  1998 CONTRACTORS' SERVICES

6.1 Retaining 1998 Contractors:

(A)  If the Scottish PESs (or either of them) or Scottish
Settlements wish to employ or retain any 1998 Contractor to
undertake work or provide services in relation to the Scottish
Settlements Project which is or are broadly equivalent to the
work or services which any 1998 Contractor is or are performing
in relation to the 1998 Programme for the benefit of all Pool
Members (including, for the avoidance of doubt, the development
of the EAC/AA System), the Scottish PESs or (as the case may be,
Scottish Settlements) shall procure that, before they or it enter
into a contract or arrangement with such 1998 Contractor for such
work or services (the "Scots Contract"), the 1998 Contractor (or,
where the 1998 Contractor is a sub-contractor, the principal 1998
Contractor) shall, unless the Executive Committee otherwise
resolves upon application made by the Scottish PESs (or, as the
case may be, Scottish Settlements), confirm in writing to Pool
Members (or a nominee on their behalf) in the terms set out in
paragraph 6.1(B).

(B)  The terms referred to in paragraph 6.1(A) are that the entry
into and performance of the Scats Contract, either in itself or
in conjunction with the other contracts and arrangements of the
relevant 1998 Contractor (including any contacts or arrangements
relating to the 1998 Programme), will not affect adversely the
performance of such 1998 Contractor's obligations to Pool Members
under its contract or arrangement with them (or their nominee) or
cause or otherwise result in such 1998 Contractor being in breach
of any of its obligations to Pool Members under its contract or
arrangement with them (or their nominee), to the intent that such
confirmation shall constitute a legally binding obligation of
such 1998 Contractor under such contract or arrangement with Pool
Members (or their nominee).

6.2  List of 1998 Contractors: The Executive Committee shall
provide the Scottish PESs from time to time with an up-to-date
list of all the 1998 Contractors and a summary of the work or
services that they have been retained to perform.

6.3  No restriction: Nothing in this Section 6 shall preclude or
restrict the Scottish PESs or Scottish Settlements from employing
or retaining any person who is not a 1998 Contractor to perform
the work or services referred to in sub-section 6.1 or from
employing or retaining any person who is a 1998 Contractor to
perform work or services in the period after completion of the
1998 Programme.

6.4  Liaison: The Scottish PESs (or, as the case may be, Scottish
Settlements) and the Other Pool Members (in each case through
their appointed representatives) shall liaise on a regular basis
(usually monthly) on the planning and manpower requirements for
the work and services referred to in sub-section 6.1.

7.   RELATIONSHIPS

7.1  Expert Groups: The Scottish PESs (or, as the case may be,
Scottish Settlements) shall have the right on the terms and
subject to the conditions set out in Scats Subsidiary Document 5
to attend meetings of those expert and systems delivery user
groups established under the 1998 Programme which are of direct
relevance to the Scottish Settlements Project.

7.2  1998 Contractor relationship:

(A)  The Scottish PESs and Scottish Settlements shall not contact
or communicate directly with, or place any order with or give any
instruction to, any 1998 Contractor with respect to any matter
concerning the 1998 Programme, the 1998 Systems, the Required
Documentation or the Pool 1998 Software but shall address all
such communications to the Programme Liaison Officer (in the
form, where appropriate, of a Systems Requirement Request)
provided that the Scottish PESs and Scottish Settlements shall
have the right to contact or communicate directly with (and in
the case of (ii) and (iii) below, to place orders with or give
instructions to) a 1998 Contractor with respect to any such
matter (but subject to Section 4):

(i)  in the case and for the purposes of an inspection approved
by the Programme Board (or otherwise determined to be made on
appeal from the decision of the Programme Board) in accordance
with paragraph (C) below:

(ii) in the circumstances and for the purposes described in
sub-section 6.1; and

(iii)     in the case of a determination of the Executive
Committee that, in the reasonable opinion of the Scottish PESs,
is unfavourable to the Scottish PESs (or, as the case may be,
Scottish Settlements) in a significant respect where, pursuant to
sub-section 5.3, the determination of the Executive Committee is
final (but then only in relation to those matters which were the
subject of that determination and on the terms set out in
sub-section 6.1),

provided that nothing in this paragraph (A) shall prevent or
restrict either of the Scottish PESs or Scottish Settlements from
contacting or communicating directly with any 1998 Contractor
with respect to work or services required for the production of
Developed Material.

(B)  The Scottish PESs and Scottish Settlements shall not
interfere with the performance by any 1998 Contractor of any of
its obligations in connection with the 1998 Programme.

(C)  (i)  If the Scottish PESs or Scottish Settlements have a
material concern that the progress of work on the 1998 Programme
is such as to cause the date for completion of the Scottish
Settlements Project to be delayed, the Scottish PESs and Scottish
Settlements shall have the right to request inspection of work on
the 1998 Programme in accordance with paragraphs (C) (ii) and
(iii) below.

(ii) An application for inspection by the Scottish PESs or
Scottish Settlements referred to in paragraph (C)(i) shall be
made to the Programme Board with reasons in support and details
of the form of inspection required (it being understood that any
such inspection will normally be conducted under the supervision
of the Programme Board). The Programme Board will give due
consideration to any such application and will notify the
Scottish PESs (or, as the case may be, Scottish Settlements) of
its determination whether the case for such an inspection has
been made and, if a case for an inspection has been made, the
form that such inspection is to take.

(iii)     If the Programme Board determines that a case for an
inspection has been made, Pool Members shall use all reasonable
endeavours to facilitate the carrying out of such inspection in
accordance with the determination of the Programme Board.

(iv) If the Programme Board determines that a case for an
inspection has not been made, the Scottish PESs in their capacity
as Pool Members shall have the right to refer the matter to the
Executive Committee for determination and to appeal such
determination pursuant to the terms of this Agreement.


(D)  The Pool Members shall arrange for the Scottish PESs (or, as
the case may be, Scottish Settlements) to receive copies of each
1998 Contractor's periodic progress reports to the Programme
Board or the 1998 Programme project boards on matters concerning
the 1998 Programme after deletion of any information in or
accompanying any such report which is reasonably considered by
those administering the 1998 Programme to be commercially
sensitive .

(E)  The Scottish PESs (or, as the case may be, Scottish
Settlements) shall be entitled at their own cost and expense to
attend and witness acceptance testing of the ISRA System and to
receive copies of the related test logs as may be reasonably
required by the Scottish PESs (or, as the case may be, Scottish
Settlements).

8.   NO REPRESENTATION OR LIABILITY

8.1  No representation or warranty: With the exception of the
confirmations given by the Pool Members in sub-section 4.2(B),
none of the Combined Members makes or gives any representation or
warranty as to the suitability or fitness of the Required
Documentation or the Pool 1998 Software for any particular
purpose and all conditions, warranties and representations
whether express or implied as to the Required Documentation or
the Pool 1998 Software (including as to its quality, fitness,
operation or use) are excluded to the fullest extent permitted by
law.

8.2  No reliance:  Each of the Scottish PESs (for itself and on
behalf of Scottish Settlements) hereby acknowledges that it has
not been induced to enter into the arrangements set out in this
Schedule and the Scots Subsidiary Documents by, nor has it placed
reliance on any prior representation or statement (whether oral
or in writing) made by, any of the Combined Members or the 1998
Contractors.

8.3  Exclusion of certain types of loss: Each of the Scottish
PESs (for itself and on behalf of Scottish Settlements) hereby
acknowledges and agrees that, save as provided in sub-section
8.4, in no circumstances will any of the Combined Members be
liable to either of the Scottish PESs or Scottish Settlements
under this Schedule or the Scots Subsidiary Documents in
contract, tort (including negligence or breach of statutory duty)
or otherwise for loss (whether direct or indirect) of profit,
loss of revenue, loss of use, loss of contract or loss of
goodwill or for any indirect or consequential loss or damage
whatsoever.

8.4  No exclusion for death or personal injury: Nothing in this
Schedule shall exclude liability for death or personal injury
resulting from the negligence of a Party or any of its officers,
employees or agents.


8.5  Reasonableness of exclusion: Each of the Scottish PESs (for
itself and on behalf of Scottish Settlements) acknowledges that
it is aware of and understands the provisions in relation to
liability set out in this Section and in particular that, given
the level of charges made for the provision and use of the
Required Documentation and Pool 1998 Software, it is reasonable
for the Combined Members to exclude their liability as provided
for in this Section.

9.   PAYMENTS

9.1  Charges: The Scottish PESs and Scottish Settlements shall be
jointly and severally liable to pay to the Other Pool Members in
accordance with sub-section 9.3:

(A)  in respect of the provision of the Required Documentation
identified within Part A of Subsidiary Document 1, pounds 200,000;

(B)  in respect of the grant of the Scots 1998 Licence, pounds 1
(receipt of which is hereby acknowledged);

(C)  (without prejudice to paragraph 4.5(H)), in respect of any
maintenance, development or enhancement of the materials which
are the subject of the Scots 1998 Licence, such amount (if any)
as may be agreed from time to time by the Scottish PESs with the
Executive Committee; and

(D)   against presentation of invoices or such other types of
supporting evidence as Pool Members generally receive in respect
of Pool costs: -

(i)  the agreed costs (including legal costs and expenses) of the
working group in preparing and negotiating this Schedule;

(ii) all other costs incurred in relation to the 1998 Programme
in establishing and operating the arrangements set out or
referred to in this Schedule or the Scots Subsidiary Documents
which would not otherwise have been incurred by them including,
without prejudice to the generality of the foregoing, the costs
of any additional staffing for the 1998 Programme and the costs
of the Programme Liaison Officer and the Responsible Officers;
and

(iii)     the costs of giving effect to any change to (which
shall include any additional requirement for) the Relevant 1998
Systems requested by the Scottish PESs or Scottish Settlements.


9.2 Change control charges: Without prejudice to paragraph
9.1(D):

(A)  the Scottish PESs and Scottish Settlements shall be jointly
and severally liable to pay all sums incurred in the preparation
of a Systems Requirement Request.

(B)  the Scottish PESs and Scottish Settlements shall be jointly
and severally liable to reimburse the Other Pool Members all sums
payable to the relevant 1998 Contractor in respect of the
preparation of any Analysis and all sums incurred in the
preparation of a Systems Requirement Response.

9.3  Due date for payment: Scottish PESs shall pay all sums
payable under sub-sections 9.1 and 9.2 within 30 days of
receiving an invoice for the same from the Other Pool Members or
from EPFAL or another nominated agent on their behalf (the "Scats
Due Date").

9.4  Charges exclusive of VAT: All sums payable under
sub-sections 9.1 and 9.2 are exclusive of Value Added Tax which
shall be paid by the Scottish PESs (or, as the case may be,
Scottish Settlements) at the rate and in the manner prescribed by
law from time to time.

9.5  Default Interest: If the Scottish PESs (or, as the case may
be, Scottish Settlements) fail to make payment of any sum payable
under sub section 9.1 or 9.2 by the Scats Due Date therefor,
interest shall accrue on the unpaid amount from the Scats Due
Date to (and including) the date of payment, at the rate (as well
after as before any judgement) of four per cent. above the Pool
Banker's base lending rate from time to time.

<PAGE>

                           SIGNATORIES

THE GENERATORS

Anglian Power Generators Limited

Address:       Kings Lynn Power Station, Willows Business Park,
               Saddlebow, Kings Lynn, Norfolk PE34 3RD
Facsimile no:  01733 894164
Attention:     W. Burrough

By:

Barking Power Limited

Address:      Barking Power Station, Chequers Lane, Dagenham, Essex
              RM9 6PF
Facsimile no: 0181 984 5174
Attention:    Dr S.J. Mancey

By:

British Nuclear Fuels plc

Address:      F13, Sellafield, Seascale, Cumbria CA20 1PG
Facsimile no: 019467 27132
Attention:    P.L. O'Neill, Business Manager, Electricity Generation

By:

CeltPower Limited

Address:      Plas Yn Dre Broad Street, Newtown, Powys SY16 2NA
Facsimile no: 01686 629887
Attention:    J. Matthew

By:

Citigen (London) Limited

Address:      47-53 Charterhouse Street, London EC1M 6HA
Facsimile no: 0171 253 9319
Attention:    I. Obi

By:
  
Corby Power Limited

Address:      Mitchell Road, Phoenix Parkway, Corby, Northamptonshire
              NN17 5QT
Facsimile no: 01536 402619
Attention:    General Manager

By:

Derwent Cogeneration Limited

Address:      P.O. Box 5, Spondon, Derby DE21 7BP
Facsimile no: 01332 669829
Attention:    J. Unwin

By:

Eastern Merchant Generation Limited

Address:      Wherstead Park, Wherstead, Ipswich, Suffolk IP9 2AQ
Facsimile no: 01473 552966
Attention:    Coral Woodard

By:

Electricite de France, Service National

Address:      EDF Production Transport, Department Relations avec
              l'Etranger,
              Echanges d'Energie, 2 Rue Louis Murat, 5eme etage,
              75384, Paris Cedex 08
Facsimile no: (00 331) 40 42 63 41
Attention:    P. Gaillet

(copy to: Associated Electricity Supplies Limited

Address:      53 St George's Road, Wimbledon, London SW19 4EA
Facsimile no: 0181 944 0750
Attention:    P. Clubb)

By:

Elm Energy & Recycling (UK) Limited

Address:      Elm Energy House, Ettingshall Road, Wolverhampton, West
              Midlands WV2 2LA
Facsimile no: 01902 408517
Attention:    M.D. Wyckoff

By:


Fellside Heat and Power Limited

Address:      Fellside Lodge, Seascale, Cumbria CA20 1PG
Facsimile no: 01946 721130
Attention:    J.A. Bartlett

By:

Fibrogen Limited

Address:      Astley House, 33 Notting Hill Gate, London W 11 3JQ
Facsimile no: 0171 221 8671
Attention:    A. Macdonald

By:

Fibropower Limited

Address:      Astley House, 33 Notting Hill Gate, London W11 3JQ
Facsimile no: 0171 221 8671
Attention:    A. Macdonald

By:

First Hydro Company

Address:      Bala House, Lakeside Business Village, St. Davids Park,
              Deeside, Clwyd
              CH5 3XJ
Facsimile no: 01244 520697
Attention:    B. Stalker

By:

Humber Power Limited

Address:      South Humber Bank Power Station, South Marsh Road,
              Stallingborough N.E. Lincs. DN37 8BZ
Facsimile no: 01469 573030
Attention:    P. Evans

By:


Independent Energy UK Limited

Address:      St John's Court, 70 St John's Close, Knowle, Solihull,
              West Midlands B93
              ONN
Facsimile no: 01564 770010
Attention:    J. Sulley

By:

Indian Queens Power Limited

Address:      1 Northumberland Avenue, Trafalgar Square, London WC2N
              5BW
Facsimile no: 0171 872 5539
Attention:    G. Long

Keadby Generation Limited

Address:      P.O. Box 89, Keadby, Scunthorpe, North Lincolnshire DN17
              3AZ
Facsimile no: 01724 784270
Attention:    Dr. C.K. Stanley

By:

Lakeland Power Limited

Address:      Roosecote Power Station, Roosecote Marsh,
              Barrow-in-Furness, Cumbria
              LA13 0PQ
Facsimile no: 01229 870919
Attention:    Jackie Mahon

By:

Magnox Electric plc

Address:      Berkeley Centre, Berkeley, Gloucestershire GL13 9PB
Facsimile no: 01453 810451
Attention:    Company Secretary

By:

Medway Power Limited

Address:      Medway Power Station, Isle of Grain, Rochester, Kent ME3
              0AG
Facsimile no: 01634 271666
Attention:    J. McLaren

By:


Midlands Power (UK) Limited

Address:      Headquarters, Mucklow Hill, Halesowen, West Midlands
Facsimile no: 0121423 0261
Attention:    Company Secretary

By:

National Power plc

Address:      Windmill Hill Business Park, Whitehill Way, Swindon,
              Wiltshire
              SN5 6PB
Facsimile no: 01793 893061
Attention:    M. Bowden

By:

Nuclear Electric Limited

Address:      Barnett Way, Barnwood, Gloucester GL4 3RS
Facsimile no: 01452 653375
Attention:    Company Secretary

By:

Peterborough Power Limited

Address:      Storeys Bar Road, Peterborough PE1 5NT
Facsimile no: 01733 894622
Attention:    W. Burrough

By:

PowerGen plc

Address:      Westwood Way, Westwood Business Park, Coventry CV4 8LG
Facsimile no: 01203 425366
Attention:    S. Skillings

By:


Regional Power Generators Limited

Address:      Glanford Brigg Generating Station, Scawby Brook, Brigg,
              South Humberside DN70 9LT
Facsimile no: 01482 495916
Attention:    P. Knight

By:

Scottish Hydro-Electric plc

Address:      Inveralmond House, 200 Dunkeld Road, Perth PHI 3AQ
Facsimile no: 01738 456190
Attention:    R. Hackland

By:

Scottish Power plc

Address:      Strathkelvin House, Kirkintilloch, Glasgow G66 1RN
Facsimile no: 0141636 4706
Attention:    B.J.H. Paget

By:

Slough Energy Supplies Limited

Address:      342 Edinburgh Avenue, Slough SL1 4TU
Facsimile no: 01753 790038
Attention:    P.N. Jackson

By:

Teesside Power Limited

Address:      Four Millbank, London SW1P SET
Facsimile no: 0171316 5322
Attention:    D. Lewis

By:

Winterton Power Limited

Address:      800 Park Avenue, Aztec West, Bristol BS12 4SE
Facsimile no: 01454 616675
Attention:    T. Masood

By:


THE SUPPLIERS

British Gas Trading Ltd

Address:      1st Floor, 31 The Causeway, Staines, Middlesex TW18 3BL
Facsimile no: 01784 645453
Attention:    T. Brookshaw

By:

British Nuclear Fuels plc

Address:      F13, Sellafield, Seascale, Cumbria CA20 1PG
Facsimile no: 019467 27132
Attention:    P.L. O'Neill, Business Manager, Electricity Generation

By:

Candecca Resources Limited

Address:      Welton Gathering Centre, Barfield Lane, off Wragby Road,
              Sudbrooke, Lincoln LN2 2QU
Facsimile no: 01522 754255
Attention:    D. Wood

By:

Citigen (London) Limited

Address:      47-53 Charterhouse Street, London EC1M 6HA
Facsimile no: 0171 253 9319
Attention:    I. Obi

By:

Crosfield Limited

Address:      Bank Quay, PO Box 26, Warrington, Cheshire WA5 IAB
Facsimile no: 01925 59828
Attention:    K. Sowley

By:


Eastern Electricity plc

Address:      Wherstead Park, PO Box 40, Wherstead, Ipswich, Suffolk
              IP9 2AQ
Facsimile no: 01473 554393
Attention:    J. Whelan

By:

East Midlands Electricity plc

Address:      398 Coppice Road, PO Box 4, North PDO Arnold, Nottingham
              NG5 7HX 
Facsimile no: 01159 358190
Attention:    A. Musto

By:

Electricite de France, Service National

Address:      EDF Production Transport, Department Relations avec
              l'Etranger,
              Echanges d'Energie, 2 Rue Louis Murat, 5eme etage,
              75384, Paris,
              Cedex 08
Facsimile no: (010 331) 40 42 6341
Attention:    P. Gaillet

(copy to: Associated Electricity Supplies Limited

Address:      53 St. George's Road, Wimbledon, London SW19 4EA
Facsimile no: 0181 944 0750
Attention:    P. Clubb)

By:

Energy Supply Contracts Limited

Address:      The Havens, Ransomes Europak, Ipswich, Suffolk IP3 9SJ
Facsimile no: 01473 273871
Attention:    E.C. Cumberland

By:

Enron Capital and Trade Resources

Address:      Four Millbank, London SW1P 3ET
Facsimile no: 0171873 0140
Attention:    D. Gosling

By:

 
Impkemix Energy Limited

Address:      PO Box 90, Wilton Centre, Middlesborough, Cleveland TS90
              8JE
Facsimile no: 01642 437838
Attention:    K.J. Green

By:

Independent Energy UK Limited

Address:      St. John's Court, St. John's Close, Knowle, West
              Midlands B93 ONN
Facsimile no: 01564 770010
Attention:    J. Sulley

By:

London Electricity plc

By:

Address:      Templar House, 81-87 High Holborn, London WClV 6NU
Facsimile no: 0171 430 2903
Attention:    M. Holmes

Magnox Electric plc

Address:      Berkeley Centre, Berkeley, Gloucestershire GL13 9PB
Facsimile no: 01453 810451
Attention:    Company Secretary

By:

Manweb plc

Address:       Manweb House, Kingsfield Court, Chester Business Park,
               Chester CH4 9QH
Facsimile no:  0141568 3393
Attention:     P. Brown, Energy Supply, Cathcart Business Park, Spean
               Street, Glasgow G44 4BE

By:


Midlands Electricity plc

Address:      Mucklow Hill, Halesowen, West Midlands B62 8BP
Facsimile no: 0121423 2777
Attention:    R. Murray

By:

National Power plc

Address:      Windmill Hill Business Park, Whitehill Way, Swindon,
              Wiltshire SN5 6PB 
Facsimile no: 01793 893061
Attention:    G. Brown

By:

Norsk Hydro (UK) Limited

Address:      Bridge House, 69 London Road, Twickenham, Middlesex TW1
              3RH
Facsimile no: 0181892 1686
Attention:    J. Hamilton

By:

Northern Electric plc

Address:       Carliol House, Market Street, Newcastle upon Tyne NE1
               6NE
Facsimile no:  0191 235 2295
Attention:     M. Chandler

By:

NORWEB plc

Address:       Talbot Road, Manchester M 16 0HQ
Facsimile no:  0161 875 7089
Attention:     K. Lee

By:

Nuclear Electric Limited

Address:      Barnett Way, Barnwood, Gloucester GL4 3RS
Facsimile no: 01452 653375
Attention:    Company Secretary

By:


PowerGen plc

Address:      Westwood Way, Westwood Business Park, Coventry CV4 8LG
Facsimile no: 01203 425366
Attention:    S. Skillings

By:

Scottish Hydro-Electric plc

Address:      Inveralmond House, 200 Dunkeld Road, Perth PH1 3AQ
Facsimile no: 01738 456190
Attention:    R. Hackland

By:

Scottish Power plc

Address:      Strathkelvin House, Kirkintilloch, Glasgow G66 1RN
Facsimile no: 0141 636 4706
Attention:    B.J.H. Paget

By:

SEEBOARD plc

Address:      PO Box 639, 329 Portland Road, Hove, East Sussex BN3 3SY
Facsimile no: 01273 428404
Attention:    R.A. Page

By:

Shell Power Limited

Address:      Rowlands Way, Withenshawe, Manchester M22 5SB
Facsimile no: 0161 499 8387
Attention:    John Tucker

By:

Slough Energy Supplies Limited

Address:      342 Edinburgh Avenue, Slough SL1 4TU
Facsimile no: 01753 790038
Attention:    P.N. Jackson

By:

Southern Electric plc

Address:      Westacott Way, Littlewick Green, Maidenhead, Berkshire
              SL6 3QB 
Facsimile no: 01628 584410
Attention:    J. Sykes

By:

South Wales Electricity plc

Address:      Newport Road, St. Mellons, Cardiff CF3 9XW
Facsimile no: 01222 790971
Attention:    M. Mackey

By:

South Western Electricity plc

Address:      800 Park Avenue, Aztec West, Almondsbury, Bristol BS12
              4SE 
Facsimile no: 01454 616675
Attention:    D.G. Harris

By:

The Renewable Energy Company Limited

Address:      Stroud House, Russell Street, Stroud, Glos GL5 3AN
Facsimile no: 01453 756222
Attention:    M. Alder

By:

UK Electric Power Limited

Address:       Overdale, Synchant Pass Road, Conwy, Gwynedd LL32 8RE
Facsimile no:  01492 592077
Attention:     N.Bryson

By:

UML Limited

Address:       PO Box 115, Port Sunlight, Wirral, Merseyside L62 4ZL
Facsimile no:  0151 643 6299
Attention:     A.R. Stubbs

By:


Yorkshire Electricity Group plc

Address:      Wetherby Road, Scarcroft, Leeds LS14 3HS
Facsimile no: 01132 895926
Attention:    Company Secretary

By:



THE OTHER PARTIES

Accord Energy Ltd

Address:      Heron House, 322 High Holborn, London WC1V 7PW
Facsimile no: 0171 269 4010
Attention:    B. King

By:

AES Barry Limited

Address:      Sully Moors Road, Sully, S. Glamorgan CF64 5YU
Facsimile no: 01446 722587
Attention:    P. Norgeot

By:

Alcan Aluminium UK Limited

Address:      Lynemouth Power Station, Ashington, Northumberland NE63
              9YH 
Facsimile no: 01670 393970
Attention:    W.E. Jones

By:

British Gas plc

Address:      17 London Road, Staines, Middlesex TW18 4AE
Facsimile no: 01784 645453
Attention:    D. Meachem

By:


Cabah Energy Limited

Address:      c/o ABB ForStar Developments Limited, Tilford House,
              Farnham
              Business Park, Weydon Lane, Farnham, Surrey GU9 8QT
Facsimile no: 01252 732110
Attention:    Paul Abbott

By:

Eastern Generation Services Limited

Address:      Wherstead Park, Wherstead, Ipswich, Suffolk IP9 2AQ
Facsimile no: 01473 601036
Attention:    Ms. C. Woodard

By:

Enfield Energy Centre Limited

Address:      Concorde House, Concorde Way, Stockton on Tees,
              Cleveland TS18 3RB 
Facsimile no: 01642 678123
Attention:    K. Clarke

By:

Fibrowatt Thetford Limited

Address:      Astley House, 33 Notting Hill Gate, London W11 3JQ
Facsimile no: 0171 221 8671
Attention:    Rupert Fraser

By:

Hydra Electric Energy Limited

Address:       c/o Scottish Hydra Electric PLC, Inveralmond House, 200
               Dunkeld Road, Perth PH1 3AQ
Facsimile no:  01738 455281
Attention:     Company Secretary

By:


Keadby Power Limited

Address:      P.O. Box 89, Keadby, Scunthorpe, North Lincolnshire DN17
              3AZ
Facsimile no: 01724 784270
Attention:    Dr. C.K. Stanley

By:

Kingsnorth Power Limited

Address:      c/o Budd Martin & Co, Industria House, Red Houses, St.
              Brelade, Jersey JE3 8LD
Facsimile no: 01534 44777
Attention:    R. Martin

By:

Meter Operators Limited

Address:      Ryden Lane, Charton, Nr. Pershore, Worscester WR10 3LQ
Facsimile no: 01386 861113
Attention:    R. Edmed

By:

Pentex (East Midlands) Limited

Address:      Union Buildings, 15 Union Street, Aberdeen AB1 2BU
Facsimile no: 01244 211444
Attention:    H. Jamieson

By:

Rocksavage Power Company Limited

Address:      20 St. James's Street, London SW1A lES
Facsimile no: 0171839 0905
Attention:    G. Grant

By:

Seabank Power Limited

Address:      Severn Road, Hallen, Bristol BS10 7SP
Facsimile no: 0117 982 0351
Attention:    J.P. Baldry, General Manager

By:


Spalding Energy Company Limited

Address:      20 St. James's Street, London SW1A lES
Facsimile no: 0171 839 0905
Attention:    G. Grant

THE METER OPERATOR PARTIES WHO ARE NOT PARTIES

Control Devices and Systems Limited

Address:       HO. Box 56, 101 Mill Lane, Newbury, Berkshire RG14 5RE
Telex no:      849811
Facsimile no:  01635 528224
Attention:     J.W. Dowse

By:

Datum Solutions Limited

Address:      Littlebrook Business Centre, Littlebrook Manor Way,
              Dartford, Kent DA1
              5PS
Facsimile no: 01322 295178
Attention:    G. Babbs

By:

DrakMarn O&M Ltd

Address:      Westwood Way, Westwood Business Park, Coventry CV4 8LG
Facsimile no: 01203 425431
Contact:      Company Secretary

By:

E. Squared Limited

Address:      52-54 Southwark Street, London SE1 1UN
Facsimile no: 0171378 0012
Attention:    Graham Nicholls

By:


Northern Energy Services Limited

Address:      208 Askern Road, Bentley, Doncaster DN5 OEU
Facsimile no: 01302 820790
Attention:    W. Tuczemzkyi

By:

PowerMet Limited

Address:      13 Wimpole Street, London W1M 7AB
Facsimile no: 0171 493 7151
Attention:    M. Rugman

By:

Schlumberger Industries Limited

Address:      Langer Road, Felixstowe, Suffolk IP11 8ER
Facsimile no: 01394 276030
Attention:    M. Jones, Marketing Manager

By:

Stanor National Contracts

Address:      71A Mafeking Avenue, Brentford, Middlesex TW8 0NL
Facsimile no: 0181560 4651
Attention:    A. Yardley

By:

The Challenge Group

Address:      22 Tally Road, Oxted, Surrey RH8 0TG
Facsimile no: 01883 730543
Attention:    J. Glover

By:


EXTERNAL POOL MEMBERS

British Nuclear Fuels plc

Address:      F13, Sellafield, Seascale, Cumbria CA20 1PG
Facsimile no: 019467 27132
Attention:    P.L. O'Neil, Business Manager, Electricity Generation

By:

Electricite de France, Service National

Address:      EDF Production Transport, Departement Relations avec
              l'Etranger,
              Echanges d'Energie, 2 Rue Louis Murat, 5eme etage, 75384
              Paris,
              Cedex 08
Telex no:     280098 FRANCE
Facsimile no: (00 331) 40 42 63 41
Attention:    P. Gaillet

(copy to:Associated Electricity Supplies Limited

Address:       53 St. George's Road, Wimbledon, London SW19 4EA
Facsimile no:  0181 944 0750
Attention:     P. Clubb)

By:

Scottish Hydro-Electric plc

Address:      Inveralmond House, 200 Dunkeld Road, Perth PH1 3AQ
Facsimile no: 01738 456190
Attention:    R. Hackland

By:

Scottish Power plc

Address:      Strathkelvin House, Kirkintilloch, Glasgow G66 1RN
Facsimile no: 0141636 4706
Attention:    B.J.H. Paget

By:


SETTLEMENT SYSTEM ADMINISTRATOR

Energy Settlements and Information Services Limited

Address:      Fairham House, Green Lane, Clifton, Nottingham NG11 9LN
Facsimile no: 0115 945 6728
Attention:    G.K. James, General Manager

By:

POOL FUNDS ADMINISTRATOR

Energy Pool Funds Administration Limited

Address:       3rd Floor, 185 Park Street, London SE1 9DY
Facsimile no:  01203 423558
Attention:     A. Marks, Director (National Grid House, 2nd Floor,
               Kirby Corner Road, Coventry CV4 8JY)

By:

GRID OPERATOR

EXECUTED AS A DEED by         )
The National Grid             )
Company plc by the            )
affixing of its               )
common seal in the            )
presence of:                  )



MEMBER OF BOARD SEALING COMMITTEE
Authorised Signatory

Address:       National Grid House, Kirby Corner Road, Coventry CV4 8JY
Telex no:
Facsimile no:  01203 423577
Attention:     Company Secretary (copy to: J. Irgin, c/o A.G. Ferens,
               The National Grid Company plc, St. Catherine's Lodge,
               Bearwood Road,
               Sindlesham, Nr. Wokingham, Berkshire RG11 5BN)


ANCILLARY SERVICES PROVIDER

EXECUTED AS A DEED by )
The National Grid  )
Company plc by the )
affixing of its    )
common seal in the )
presence of:-      )

MEMBER OF BOARD SEALING COMMITTEE
Authorised Signatory

Address:      National Grid House, Kirby Corner Road, Coventry CV4 8JY
Telex no:     25815
Facsimile no: 01203 423577
Attention:    Company Secretary (copy to Mr. Carlton)

<PAGE>

EXTERNALLY INTERCONNECTED PARTIES

Scottish Power plc

Address:       Strathkelvin House, Kirkintilloch, Glasgow G66 1RN
Telex No:
Facsimile No:  0141636 4706
Attention:     B.J.H. Paget

By:

Electricite de France, Service National

Address:      EDF Department Transport, Departement Relations avec
              l'Etranger,
              Echanges d'Energie, 2 Rue Louis Murat, 5eme etage, 75384
              Paris, Cedex
              08
Telex no:     280098 FRANCE
Facsimile no: (00 331) 40 42 63 41
Attention:    P. Gaillet

(copy to:Associated Electricity Supplies Limited

Address:       53 St. George's Road, Wimbledon, London SW19 4EA
Telex no:
Facsimile no:  0181 944 0750
Attention:     P. Clubb)

By: