form10k-exhibit_4g.htm


    


    Exhibit 4(g)


    


    Execution
Copy

    
      


       

      


       

      


       

        
          
 

      

      


    

    WPD
HOLDINGS UK

     

    and

     

    BANKERS
TRUST COMPANY,

    as
Trustee, Principal Paying Agent, and Transfer Agent

     

    and

     

    DEUTSCHE
BANK LUXEMBOURG S.A.,

    as
Paying and Transfer Agent

     

     

     

    INDENTURE

     

    Dated
as of March 16, 2001

     

     

     

    Debt
Securities

     

     

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      TABLE OF CONTENTS


       

      


    

    
Page

    
      
        
          	 
      	 
      	 
      
	 
      ARTICLE
      I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 
      
	 
      	 
      	 
      
	 
      	
                  SECTION
      101.   Definitions

                	
                  1

                
	 
      	
                  SECTION
      102.   Compliance Certificates and Opinions

                	
                  8

                
	 
      	
                  SECTION
      103.   Form of Documents Delivered to Trustee

                	
                  9

                
	 
      	
                  SECTION
      104.   Acts of Holders

                	
                  10

                
	 
      	
                  SECTION
      105.   Notices, Etc., to the Trustee and the
    Company

                	
                  12

                
	 
      	
                  SECTION
      106.   Notice to Holders; Waiver

                	
                  12

                
	 
      	
                  SECTION
      107.   Conflict with Trust Indenture Act

                	
                  13

                
	 
      	
                  SECTION
      108.   Effect of Headings and Table of Contents

                	
                  14

                
	 
      	
                  SECTION
      109.   Successors and Assigns

                	
                  14

                
	 
      	
                  SECTION
      110.   Separability Clause

                	
                  14

                
	 
      	
                  SECTION
      111.   Benefits of Indenture

                	
                  14

                
	 
      	
                  SECTION
      112.   Governing Law

                	
                  14

                
	 
      	
                  SECTION
      113.   Legal Holidays

                	
                  14

                
	 
      	
                  SECTION
      114.   No Personal Liability of Directors, Officers, Employees
      & Stockholders

                	
                  14

                
	 
      	 
      	 
      
	 
      ARTICLE
      II SECURITY FORMS	 
      
	 
      	 
      	 
      
	 
      	
                  SECTION
      201.   Forms Generally

                	
                  15

                
	 
      	
                  SECTION
      202.   Form of Face of Security

                	
                  16

                
	 
      	
                  SECTION
      203.   Form of Reverse of Security

                	
                  20

                
	 
      	
                  SECTION
      204.   Form of Trustee’s Certificate of
      Authentication

                	
                  32

                
	 
      	
                  SECTION
      205.   Form of Trustee’s Certificate of Authentication by an
      Authenticating Agent

                	
                  32

                
	 
      	
                  SECTION
      206.   Form of Regulation S Certificate

                	
                  33

                
	 
      	 
      	 
      
	 
      ARTICLE
      III THE SECURITIES	 
      
	 
      	 
      	 
      
	 
      	
                  SECTION
      301.   Amount Unlimited; Issuable in Series

                	
                  34

                
	 
      	
                  SECTION
      302.   Denominations

                	
                  36

                
	 
      	
                  SECTION
      303.   Execution, Authentication, Delivery and
      Dating

                	
                  36

                
	 
      	
                  SECTION
      304.   Transfer Agent and Paying Agent

                	
                  38

                
	 
      	
                  SECTION
      305.   Temporary Securities

                	
                  38

                
	 
      	
                  SECTION
      306.   Registration, Registration of Transfer and
      Exchange

                	
                  39

                
	 
      	
                  SECTION
      307.   Mutilated, Destroyed, Lost and Stolen
      Securities

                	
                  40

                
	 
      	
                  SECTION
      308.   Payment of Interest; Interest Rights
    Reserved

                	
                  41

                
	 
      	
                  SECTION
      309.   Persons Deemed Owners

                	
                  43

                
	 
      	
                  SECTION
      310.   Cancellation

                	
                  43

                
	 
      	
                  SECTION
      311.   Computation of Interest

                	
                  44

                
	 
      	
                  SECTION
      312.   Global Securities

                	
                  44

                
	 
      	
                  SECTION
      313.   Special Transfer Provisions

                	
                  45

                
	 
      	
                  SECTION
      314.   Form of Certificate to Be Delivered in Connection with
      Transfers Pursuant to Regulation S

                	
                  47

                
	 
      	 
      	 
      
	 
      ARTICLE
      IV SATISFACTION AND DISCHARGE	 
      
	 
      	 
      	 
      
	 
      	
                  SECTION
      401.   Satisfaction and Discharge of Indenture

                	
                  48

                
	 
      	
                  SECTION
      402.   Application of Trust Money

                	
                  50

                
	 
      	
                  SECTION
      403.   Satisfaction, Discharge and Defeasance of Securities of
      any Series

                	
                  50

                
	 
      	 
      	 
      
	 
      ARTICLE
      V REMEDIES	 
      
	 
      	 
      	 
      
	 
      	
                  SECTION
      501.   Events of Default

                	
                  51

                
	 
      	
                  SECTION
      502.   Acceleration of Maturity; Rescission and
      Annulment

                	
                  53

                
	 
      	
                  SECTION
      503.   Collection of Indebtedness and Suits for Enforcement by
      Trustee

                	
                  53

                
	 
      	
                  SECTION
      504.   Trustee May File Proofs of Claim

                	
                  54

                
	 
      	
                  SECTION
      505.   Trustee May Enforce Claims Without Possession of
      Securities

                	
                  55

                
	 
      	
                  SECTION
      506.   Application of Money Collected

                	
                  55

                
	 
      	
                  SECTION
      507.   Limitation on Suits

                	
                  56

                
	 
      	
                  SECTION
      508.   Unconditional Right of Holders to Receive Principal,
      Premium and Interest

                	
                  56

                
	 
      	
                  SECTION
      509.   Restoration of Rights and Remedies

                	
                  57

                
	 
      	
                  SECTION
      510.   Rights and Remedies Cumulative

                	
                  57

                
	 
      	
                  SECTION
      511.   Delay or Omission Not Waiver

                	
                  57

                
	 
      	
                  SECTION
      512.   Control by Holders

                	
                  57

                
	 
      	
                  SECTION
      513.   Waiver of Past Defaults

                	
                  58

                
	 
      	
                  SECTION
      514.   Undertaking for Costs

                	
                  58

                
	 
      	 
      	 
      
	 
      ARTICLE
      VI THE TRUSTEE	 
      
	 
      	 
      	 
      
	 
      	
                  SECTION
      601.   Certain Duties and Responsibilities

                	
                  59

                
	 
      	
                  SECTION
      602.   Notice of Defaults

                	
                  60

                
	 
      	
                  SECTION
      603.   Certain Rights of Trustee

                	
                  60

                
	 
      	
                  SECTION
      604.   Trustee Not Responsible for Recitals or Issuance of
      Securities

                	
                  61

                
	 
      	
                  SECTION
      605.   May Hold Securities

                	
                  61

                
	 
      	
                  SECTION
      606.   Money Held in Trust

                	
                  62

                
	 
      	
                  SECTION
      607.   Compensation and Reimbursement

                	
                  62

                
	 
      	
                  SECTION
      608.   Disqualification; Conflicting Interests

                	
                  63

                
	 
      	
                  SECTION
      609.   Corporate Trustee Required; Eligibility

                	
                  63

                
	 
      	
                  SECTION
      610.   Resignation and Removal; Appointment of Successor
      Trustee

                	
                  63

                
	 
      	
                  SECTION
      611.   Acceptance of Appointment by Successor

                	
                  64

                
	 
      	
                  SECTION
      612.   Merger, Conversion, Consolidation or Succession to
      Business

                	
                  65

                
	 
      	
                  SECTION
      613.   Preferential Collecting of Claims Against
      Company

                	
                  66

                
	 
      	
                  SECTION
      614.   Authenticating Agents

                	
                  69

                
	 
      	
                  SECTION
      615.   The Principal Paying Agent, the Paying and Transfer Agent
      and Transfer Agent

                	
                  70

                
	 
      	 
      	 
      
	 
      ARTICLE
      VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	 
      
	 
      	 
      	 
      
	 
      	
                  SECTION
      701.   Company to Furnish Trustee Names and Addresses of
      Holders

                	
                  70

                
	 
      	
                  SECTION
      702.   Preservation of Information; Communications to
      Holders

                	
                  71

                
	 
      	
                  SECTION
      703.   Reports by Trustee

                	
                  72

                
	 
      	 
      	 
      
	 
      ARTICLE
      VIII CONSOLIDATION, MERGER, CONVEYANCE, SALE OR LEASE	 
      
	 
      	 
      	 
      
	 
      	
                  SECTION
      801.   Company May Consolidate Etc., Only on Certain
      Terms

                	
                  73

                
	 
      	
                  SECTION
      802.   Successor Corporation to be Substituted

                	
                  74

                
	 
      	 
      	 
      
	 
      ARTICLE
      IX SUPPLEMENTAL INDENTURES	 
      
	 
      	 
      	 
      
	 
      	
                  SECTION
      901.   Supplemental Indentures without Consent of
      Holders

                	
                  74

                
	 
      	
                  SECTION
      902.   Supplemental Indentures with Consent of
      Holders

                	
                  75

                
	 
      	
                  SECTION
      903.   Execution of Supplemental Indentures

                	
                  76

                
	 
      	
                  SECTION
      904.   Effect of Supplemental Indentures

                	
                  76

                
	 
      	
                  SECTION
      905.   Conformity with Trust Indenture Act

                	
                  77

                
	 
      	
                  SECTION
      906.   Reference in Securities to Supplemental
      Indentures

                	
                  77

                
	 
      	 
      	 
      
	 
      ARTICLE
      X COVENANTS	 
      
	 
      	 
      	 
      
	 
      	
                  SECTION
      1001.   Payment of Principal, Premium, if any, and
      Interest

                	
                  77

                
	 
      	
                  SECTION
      1002.   Maintenance of Office or Agency

                	
                  77

                
	 
      	
                  SECTION
      1003.   Money for Securities Payments to Be Held in
      Trust

                	
                  78

                
	 
      	
                  SECTION
      1004.   Limitation on Liens

                	
                  79

                
	 
      	
                  SECTION
      1005.   Limitation on Sale and Lease-Back
      Transactions

                	
                  82

                
	 
      	
                  SECTION
      1006.   Statement by Officers as to Default

                	
                  82

                
	 
      	
                  SECTION
      1007.   Modification or Waiver of Certain
    Covenants

                	
                  83

                
	 
      	
                  SECTION
      1008.   Further Assurances

                	
                  83

                
	 
      	
                  SECTION
      1009.   Payment of Additional Amounts

                	
                  83

                
	 
      	
                  SECTION
      1010.   Copies Available to Holders

                	
                  85

                
	 
      	
                  SECTION
      1011.   Limitation on the Incurrence of Additional Indebtedness
      by Certain Subsidiaries

                	
                  85

                
	 
      	 
      	 
      
	 
      ARTICLE
      XI REDEMPTION OF SECURITIES	 
      
	 
      	 
      	 
      
	 
      	
                  SECTION
      1101.   Applicability of Article

                	
                  85

                
	 
      	
                  SECTION
      1102.   Election to Redeem; Notice to Trustee

                	
                  85

                
	 
      	
                  SECTION
      1103.   Selection by Trustee of Securities to Be
      Redeemed

                	
                  86

                
	 
      	
                  SECTION
      1104.   Notice of Redemption

                	
                  86

                
	 
      	
                  SECTION
      1105.   Deposit of Redemption Price

                	
                  87

                
	 
      	
                  SECTION
      1106.   Securities Payable on Redemption Date

                	
                  87

                
	 
      	
                  SECTION
      1107.   Securities Redeemed in Part

                	
                  87

                
	 
      	
                  SECTION
      1108.   Optional Redemption in the Event of Change in United
      Kingdom Tax Treatment

                	
                  88

                
	 
      	 
      	 
      
	 
      ARTICLE
      XII SINKING FUNDS	 
      
	 
      	 
      	 
      
	 
      	
                  SECTION
      1201.   Applicability of Article

                	
                  88

                
	 
      	
                  SECTION
      1202.   Satisfaction of Sinking Fund Payments with
      Securities

                	
                  89

                
	 
      	
                  SECTION
      1203.   Redemption of Securities for Sinking
Fund

                	
                  89

                
	 
      	 
      	 
      
	 
      ARTICLE
      XIII MEETINGS OF HOLDERS OF SECURITIES	 
      
	 
      	 
      	 
      
	 
      	
                  SECTION
      1301.   Purposes of Meetings

                	
                  90

                
	 
      	
                  SECTION
      1302.   Place of Meetings

                	
                  90

                
	 
      	
                  SECTION
      1303.   Voting at Meetings

                	
                  91

                
	 
      	
                  SECTION
      1304.   Voting Rights, Conduct and Adjournment

                	
                  91

                
	 
      	
                  SECTION
      1305.   Revocation of Consent by Holders

                	
                  91

                
	 
      	 
      	 
      
	 
      ARTICLE
      XIV MISCELLANEOUS	 
      
	 
      	 
      	 
      
	 
      	
                  SECTION
      1401.   Consent to Jurisdiction; Appointment of Agent to Accept
      Service of  Process

                	
                  92

                
	 
      	
                  SECTION
      1402.   Counterparts

                	
                  93

                


        

      

    

     

    
      
        
        

        
          

        

      

      
        
        

      

    

    INDENTURE,
dated as of March 16, 2001, among WPD HOLDINGS UK, a private unlimited liability
company duly organized and existing under the laws of England and Wales (the
“Company”), having its
principal office at Avonbank, Feeder Road, Bristol BS2 0TB, England, BANKERS
TRUST COMPANY, a New York banking corporation, as trustee, principal paying
agent, and transfer agent (the “Trustee”) and DEUTSCHE BANK
LUXEMBOURG, S.A., a company organized under the laws of Luxembourg, as paying
and transfer agent (the “Paying Agent”).

     

    RECITALS
OF THE COMPANY

    


    The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of certain of its unsecured
debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in
one or more series as provided in this Indenture.

     

    All
things necessary to make this Indenture a valid agreement of the Company, in
accordance with its terms, have been done.

     

    NOW,
THEREFORE, THIS INDENTURE WITNESSETH:

     

    For and
in consideration of the premises and the purchase of the Securities by the
Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, as
follows:

     

    ARTICLE
I

     

    DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION

     

    SECTION
101.   Definitions

     

    For all
purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires:

     

    
      	
              (i)    
       

            	
              the
      terms defined in this Article have the respective meanings assigned to
      them in this Article and include the plural as well as the
      singular;

            


    

     

    
      	
              (ii)   
       

            	
              all
      other terms used herein that are defined in the Trust Indenture Act,
      either directly or by reference therein, have the meanings assigned to
      them therein;

            


    

     

    
      	
              (iii)  
       

            	
              all
      accounting terms not otherwise defined herein have the meanings assigned
      to them in accordance with generally accepted accounting principles in the
      United States and, except as otherwise herein expressly provided, the term
      “generally accepted
      accounting principles,” with respect to any computation required or
      permitted hereunder, shall mean such accounting principles as are
      generally accepted in the [United Kingdom] at the date of such
      computation; and

            


    

     

    
      	
              (iv)  
       

            	
              the
      words “herein,”
      “hereof,” and
      “hereunder” and
      other words of similar import refer to this Indenture as a whole and not
      to any particular Article, Section or other
  subdivision.

            


    

     

    Certain
terms, used principally in Article VI, are defined in that Article.

     

    “Act,” when used with respect
to any Holder, has the meaning specified in Section 104.

     

    “Additional Amounts” has the
meaning specified in Section 1009.

     

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

     

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

     

    “Bearer Security” means any
Security that is payable to the bearer.

     

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

     

    “Board Resolution” means a
resolution certified by the Secretary or an Assistant Secretary of the Company
(i) to have been duly adopted by the Board of Directors and (ii) to be
in full force and effect on the date of such certification.

     

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

     

    “Book-Entry Interest” means a
certificateless depositary interest to be issued by the Book-Entry Depositary to
DTC.

     

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

     

    “Clearstream” means
Clearstream Banking, société
anonyme, or its successor.

     

    “Commission” means the U.S.
Securities and Exchange Commission, as from time to time constituted, created
under the U.S. Securities Exchange Act of 1934, as amended, or, if at any time
after the execution of this instrument such commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.

     

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

     

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

     

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

     

    “Corporate Trust Office” means
the principal office of the Trustee in The City of New York, at which at
any particular time its corporate trust business shall be administered, which at
the date hereof is Four Albany Street, New York, New York, 10006,
Attention:  Manager, Project Finance, or at any other time at such
address as the Trustee may designate from time to time by written notice to the
Company at its principal office at Avonbank, Feeder Road, Bristol BS2 0TB,
England.

     

    “Corporation” includes
corporations, associations, companies, and business trusts.

     

    “Debt” has the meaning
specified in Section 1004.

     

    “Default,” for purposes of
Section 601 of this Indenture, means an “Event of Default” as
specified in Section 501 hereof, and for purposes of Section 310(b) of
the Trust Indenture Act, “default” means an “Event of Default” as
specified in Section 501 hereof, but exclusive of any period of grace or
requirement of notice.

     

    “Defaulted Interest” has the
meaning specified in Section 308.

     

    “Deposit Agreement” means the
deposit agreement among the Company, the Book-Entry Depositary, and the holders
and beneficial owners from time to time of interests in the Book-Entry
Interest.

     

    “Director” means any member of
the Board of Directors.

     

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

     

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

     

    “DTC” means The Depository
Trust Company or its successors.

     

    “Euroclear” means Euroclear
Bank S.A./N.V., or its successor, as operator of the Euroclear
System.

     

    “Event of Default” has the
meaning specified in Section 501.

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended.

     

    “Global Security” means a
Registered or Bearer Security evidencing all or part of a series of Securities,
issued to the Book-Entry Depositary for such series or its nominee.

     

    “Holder” means, in the case of
a Registered Security, the Person in whose name a Security is registered in the
Security Register and, in the case of a Global Bearer Security, the Book-Entry
Depositary therefor.

     

    “Indenture” means this
instrument as originally executed or as it may, from time to time, be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, and shall include the terms
of particular series of Securities established as contemplated by
Section 301.

     

    “Indirect Participant” means a
Person that holds an interest in a Book-Entry Interest through a Person that has
an account with DTC.

     

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

     

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

     

    “Letter of Representations”
means, with respect to the Securities of any series, the representation from the
Company and the Trustee to DTC with respect to the Securities of that
series.

     

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

     

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

     

    “Officers’ Certificate” means
a certificate signed by (i) any Director and (ii) any other Director,
or the Treasurer, Secretary, any Assistant Treasurer or Assistant Secretary, or
any other officer so authorized, and delivered to the Trustee.

     

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

     

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

     

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

     

    
      	
              (i)   
        

            	
              Securities
      theretofore canceled by the Trustee or delivered to the Trustee for
      cancellation;

            


    

     

    
      	
              (ii)  
        

            	
              Securities,
      or portions thereof, for whose payment or redemption money or U.S.
      Governmental Obligations in the necessary amount has been theretofore
      deposited with the Trustee or any Paying Agent (other than the Company) in
      trust or set aside and segregated in trust by the Company (if the Company
      shall act as its own Paying Agent) for the Holders of such Securities;
      provided that, if
      such Securities are to be redeemed, notice of such redemption has been
      duly given pursuant to this Indenture or provision therefor satisfactory
      to the Trustee has been made; and

            


    

     

    
      	
              (iii) 
        

            	
              Securities
      that have been paid pursuant to Section 306 or in exchange for or in
      lieu of which other Securities have been authenticated and delivered
      pursuant to this Indenture, other than any such Securities in respect of
      which there shall have been presented to the Trustee proof satisfactory to
      it that such Securities are held by a bona fide purchaser in whose
      hands such Securities are valid obligations of the
  Company;

            


    

     

    provided, however, that in determining
whether the Holders of the requisite principal amount of the Outstanding
Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, (a) the principal amount of an Original Issue
Discount Security that shall be deemed to be outstanding for such purposes shall
be the amount of the principal thereof that would be due and payable as of the
date of such determination upon a declaration of acceleration of the Maturity
thereof pursuant to Section 502, and (b) Securities owned by the
Company or any other obligor upon the Securities or any Affiliate of the Company
or of such other obligor shall be disregarded and deemed not to be Outstanding,
except that in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Securities that a Responsible Officer of the Trustee actually knows
to be so owned shall be so disregarded.  Securities so owned as
described in (b) above which have been pledged in good faith may be regarded as
Outstanding if the pledgee certifies to the Trustee the pledgee’s right so to
act with respect to such Securities and that the pledgee is not the Company or
any other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.

     

    “Participant” means a Person
that has an account with DTC.

     

    “Paying Agent” means Deutsche
Bank Luxembourg S.A. and any other Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Securities on behalf of
the Company hereunder, including, without limitation, the Principal Paying
Agent.

     

    “Permanent Global Security”
means a Global Security that is, at the time of the initial issuance of the
related series of Securities, issued in permanent form.

     

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

     

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

     

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

     

    “Principal Paying Agent” means
Bankers Trust Company until a successor Principal Paying Agent shall have become
such pursuant to the applicable provisions of this Indenture and, thereafter,
“Principal Paying
Agent” shall mean such successor Principal Paying Agent.

     

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

     

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

     

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

     

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

     

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

     

    “Resale Restriction Termination
Date” means the date which is two years after the later of (i) the
date such Securities are originally issued by the Company or (ii) the last
date on which the Company or any Affiliate of the Company was the owner of such
Security.

     

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

     

    “Restricted Period ” with
respect to any Regulation S Security, shall mean the first 40 days following the
date on which such Securities are originally issued by the Company.

     

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

     

    “Securities Act” means the
Securities Act of 1933, as amended.

     

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

     

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

     

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

     

    “Subsidiary” means a
corporation more than 50% of the outstanding Voting Stock of which is owned,
directly or indirectly, by the Company.

     

    “Transfer Agent” means any
Person authorized by the Company to effectuate the exchange or transfer of any
Security on behalf of the Company hereunder.

     

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

     

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

     

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

     

    “United Kingdom Taxes” has the
meaning specified in Section 1009.

     

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

     

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

     

    “Voting Stock” of any
corporation means stock of the class or classes having general voting power
under ordinary circumstances to elect at least a majority of the board of
directors of a corporation (irrespective of whether at the time stock of any
other class or classes shall have or might have voting power by reason of the
happening of any contingency).

     

    SECTION
102.   Compliance Certificates and
Opinions

     

    Except as
otherwise expressly provided by this Indenture, upon any application or request
by the Company to the Trustee to take any action under any provision of this
Indenture, the Company shall furnish to the Trustee an Officers’ Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that, in the opinion of such counsel, all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

     

    Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

     

    
      	
              (i)   
        

            	
              a
      statement that each individual signing such certificate or opinion has
      read such covenant or condition and the definitions herein relating
      thereto;

            


    

     

    
      	
              (ii)  
        

            	
              a
      brief statement as to the nature and scope of the examination or
      investigation upon which the statements or opinions contained in such
      certificate or opinion are based;

            


    

     

    
      	
              (iii) 
        

            	
              a
      statement that, in the opinion of each such individual, or such firm he,
      she or it has made such examination or investigation as is necessary to
      enable him, her or it to express an informed opinion as to whether or not
      such covenant or condition has been complied with;
  and

            


    

     

    
      	
              (iv) 
        

            	
              a
      statement as to whether, in the opinion of each such individual or such
      firm, such condition or covenant has been complied
  with.

            


    

     

    SECTION
103.   Form of Documents Delivered
to Trustee

     

    In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

     

    Any
certificate or opinion of an officer or Director of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer or Director knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous.  Any such certificate or opinion of
counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers or
Director or Directors of the Company stating that the information with respect
to such factual matters is in the possession of the Company, unless such counsel
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are
erroneous.

     

    Where any
Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this
Indenture, they may, but need not, be consolidated and form one
instrument.

     

    SECTION
104.   Acts of
Holders

     

    (a) Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agent duly appointed in writing,
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Company.  Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments.  Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 601) conclusive in favor
of the Trustee and the Company, if made in the manner provided in this
Section 104.

     

    Without
limiting the generality of the foregoing, unless otherwise established in or
pursuant to a Board Resolution or set forth or determined in an Officers’
Certificate, or established in one or more indentures supplemental hereto,
pursuant to Section 301, a Holder, including a Book-Entry Depositary that
is a Holder of a Global Security, may make, give or take, by a proxy, or
proxies, duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in this Indenture to
be made, given or taken by Holders, and a Book-Entry Depositary that is a Holder
of a Global Security may provide its proxy or proxies to the beneficial owners
of interests in any such Global Security through such Book-Entry Depositary’s
standing instructions and customary practices.

     

    (b) The fact
and date of the execution by any Person of any such instrument, writing or proxy
may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such
instrument, writing or proxy acknowledged to him the execution
thereof.

     

    Where
such execution is by a signer acting in a capacity other than his or her
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his or her authority.  The fact and date of the
execution of any such instrument, writing or proxy, or the authority of the
Person executing the same, may also be proved in any other manner that the
Trustee deems sufficient.

     

    (c) The
ownership of Registered Securities shall be proved by the Security
Register.

     

    (d) Any
Request, demand, authorization, direction, notice, consent, waiver or other Act
of the Holders of any Security shall bind every future Holder of the same
Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

     

    (e) The
principal or face amount and serial numbers of Bearer Securities of any series
held by any Person, and the date of holding the same, may be proved by the
production of such Bearer Securities or by a certificate executed by the
Book-Entry Depositary for such Bearer Securities.

     

    (f) If the
Company shall solicit from the Holders of Securities of any series any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, by Board Resolution, fix in advance a record date
for purposes of determining the identity of Holders of Securities entitled to
give such request, demand, authorization, direction, notice, consent, waiver or
other Act, but the Company shall have no obligation to do so.  Any
such record date shall be fixed at the Company’s discretion.  If such
a record date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other Act may be sought or given before or after the record
date, but only the Holders of Securities of record at the close of business on
such record date shall be deemed to be Holders of Securities for the purpose of
determining whether Holders of the requisite proportion of Securities of such
series Outstanding have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the Securities of such series Outstanding shall be computed as of
such record date.

     

    With
regard to any record date set pursuant to this subsection, the Holders of
Outstanding Securities of the relevant series on such record date (or their duly
appointed agents), and only such Persons, shall be entitled to take relevant
action, whether or not such Holders remain Holders after such record
date.  With regard to any action that may be taken hereunder only by
Holders of a requisite principal amount of Outstanding Securities of any series
(or their duly appointed agents), and for which a record date is set pursuant to
this subsection, the Company may, at its option, set an expiration date after
which no such action purported to be taken by any Holder shall be effective
hereunder unless taken on or prior to such expiration date by Holders of the
requisite principal amount of Outstanding Securities of such series on such
record date (or their duly appointed agents).

     

    On or
prior to any expiration date set pursuant to this subsection, the Company may,
on one or more occasions at its option, extend such expiration date to any later
date.  Nothing in this subsection shall prevent any Holder (or any
duly appointed agent thereof) from taking, at any time, any action contrary to
or different from, any action previously taken, or purported to have been taken,
hereunder by such Holder, in which event the Company may set a record date in
respect thereof pursuant to this subsection.  Notwithstanding the
foregoing or the Trust Indenture Act, the Company shall not set a record date
for, and the provisions of this paragraph shall not apply with respect to, any
action to be taken by Holders pursuant to Sections 501, 502 or
512.

     

    Upon
receipt by the Trustee of written notice of any default described in
Section 501, any declaration of acceleration, of any rescission and
annulment of any such declaration, pursuant to Section 502, or of any
direction in accordance with Section 512, a record date shall automatically and
without any other action by any Person be set for the purpose of determining the
Holders of outstanding Securities of the series entitled to join in such notice,
declaration, rescission and annulment, or direction, as the case may be, which
record date shall be the close of business on the day the Trustee receives such
notice, declaration, rescission and annulment, or direction, as the case may
be.  The Holders of Outstanding Securities of such series on such
record date (or their duly appointed agent), and only such Persons, shall be
entitled to join in such notice, declaration, rescission and annulment, or
direction, as the case may be, whether or not such Holders remain Holders after
such record date; provided that, unless such
notice, declaration, rescission and annulment, or direction, as the case may be,
shall have become effective by virtue of Holders of the requisite principal
amount of outstanding Securities of such series on such record date (or their
duly appointed agents) having joined therein on or prior to the 90th day
after such record date, such notice of default, declaration, rescission and
annulment, or direction given or made by the Holders, as the case may be, shall
automatically and without any action by any Person be canceled and of no further
effect.  Nothing in this paragraph shall prevent a Holder (or a duly
appointed agent thereof) from giving, before or after the expiration of such
90-day period, a notice of default, a declaration of acceleration, a rescission
and annulment of a declaration of acceleration, or a direction in accordance
with Section 512, contrary to or different from, or, after the expiration
of such period, identical to, a previously given notice, declaration, rescission
and annulment, or direction, as the case may be, that has been canceled pursuant
to the proviso to the preceding sentence, in which event a new record date in
respect thereof shall be set pursuant to this paragraph.

     

    SECTION
105.   Notices, Etc., to the
Trustee and the Company

     

    Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with:

     

    
      	
              (i)   
        

            	
              the
      Trustee by any Holder or by the Company shall be sufficient for every
      purpose hereunder if made, given, furnished or filed in writing to or with
      the Trustee at its Corporate Trust Office;
or

            


    

     

    
      	
              (ii)  
        

            	
              the
      Company by the Trustee or by any Holder shall be sufficient for every
      purpose hereunder (unless otherwise herein expressly provided) if in
      writing and mailed, first-class postage prepaid, or delivered by
      recognized overnight courier, to the Company addressed to it at the
      address of its principal office specified in the first paragraph of this
      Indenture or at any other address previously furnished in writing to the
      Trustee by the Company.

            


    

     

    SECTION
106.   Notice to Holders;
Waiver

     

    Where
this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each Holder affected by such event,
(i) in the case of a Holder of Registered Securities, at his address as it
appears in the Security Register, and (ii) in the case of a Holder of
Global Bearer Securities, at the address provided in or pursuant to the relevant
Deposit Agreement of the relevant Book-Entry Depositary or Depositaries
therefor, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice.  In any case where
notice to Holders is given by mail, neither the failure to mail such notice, nor
any defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders.  Any notice
mailed to a Holder in the manner herein prescribed shall be conclusively deemed
to have been received by such Holder, whether or not such Holder actually
receives such notice.

     

    If, by
reason of the suspension of regular mail service or by reason of any other
cause, it shall be impracticable to give such notice by mail, then such
notification as shall be made at the direction of the Company in a manner
reasonably calculated, to the extent practicable under the circumstances, to
provide prompt notice shall constitute a sufficient notification for every
purpose hereunder.

     

    Except as
otherwise expressly provided herein or otherwise specified with respect to any
Securities pursuant to Section 301, where this Indenture provides for
notice to Holders of Bearer Securities of any event and the rules of any
securities exchange on which such Bearer Securities are listed so require, such
notice shall be sufficiently given to Holders of such Bearer Securities if
published in such newspaper or newspapers as may be specified in such Securities
on a Business Day at least twice, the first such publication to be not earlier
than the earliest date, and not later than the latest date, prescribed for the
giving of such notice.  Any such notice by publication shall be deemed
to have been given on the date of the first such publication.  In
addition, notice to the Holder of any Global Bearer Security shall be given by
mail in the manner provided above.

     

    If by
reason of any cause, it shall be impracticable to publish any notice to Holders
of Bearer Securities as provided above, then such notification to Holders of
Bearer Securities as shall be given with the approval of the Trustee shall
constitute sufficient notice to such Holders for every purpose
hereunder.  Neither the failure to give notice by publication to
Holders of Bearer Securities as provided above, nor any defect in any notice so
published, shall affect the sufficiency of such notice with respect to other
Holders of Bearer Securities or the sufficiency of any notice to Holders of
Registered Securities given as provided herein.

     

    Any
request, demand, authorization, direction, notice, consent, waiver or Act
required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country
of publication.

     

    Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such
notice.  Waivers of notice by Holders shall be filed with the Trustee,
but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

     

    SECTION
107.   Conflict with Trust
Indenture Act

     

    If any
provision hereof limits, qualifies or conflicts with any provision of the Trust
Indenture Act or another provision that is required or deemed to be included in
this Indenture by any of the provisions of the Trust Indenture Act, the
provision or requirement of the Trust Indenture Act shall control.  If
any provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, such provision of the Trust
Indenture Act shall be deemed to apply to this Indenture as so modified or
excluded, as the case may be.

     

    SECTION
108.   Effect of Headings and Table
of Contents

     

    The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

     

    SECTION
109.   Successors and
Assigns

     

    All
covenants and agreements in this Indenture by the Company shall bind its
successors and assigns, whether so expressed or not.

     

    SECTION
110.   Separability
Clause

     

    In case
any provision in this Indenture or in the Securities shall be invalid, illegal
or unenforceable, the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

     

    SECTION
111.   Benefits of
Indenture

     

    Nothing
in this Indenture or in the securities, express or implied, shall give to any
Person, other than the parties hereto and their successors hereunder and the
Holders, any benefit or any legal or equitable right, remedy or claim under this
Indenture.

     

    SECTION
112.   Governing
Law

     

    This
Indenture and the Securities shall be governed by and construed in accordance
with the laws of the State of New York.

     

    SECTION
113.   Legal
Holidays

     

    In any
case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of interest, if any, or principal (and premium, if any) need not be made
at such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made
on the Interest Payment Date, Redemption Date, or at the Stated Maturity, and no
interest shall accrue for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be.

     

    SECTION
114.   No Personal Liability of
Directors, Officers, Employees & Stockholders

     

    No
Director, officer, employee or stockholder, as such, of the Company shall have
any liability for any obligations of the Company under this Indenture or the
Securities or for any claim based on, or in respect of, or by reason of, such
obligations on their creations.  Each holder of a Security waives and
releases all such liability.  Such waiver and release are part of the
consideration for the issuance of the Securities.

     

    


     

    ARTICLE
II

     

    SECURITY
FORMS

     

    SECTION
201.   Forms
Generally

     

    The
Securities of each series shall be in substantially the form set forth in this
Article, or in such other form as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, a Board Resolution or one or more
indentures supplemental hereto, and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may
be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the Director or Directors executing such
Securities, as evidenced by the Director’s or Directors’ execution of the
Securities.  If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by an authorized Director or officer of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of
such securities.

     

    The
Trustee’s certificates of authentication shall be in substantially the form set
forth in this Article.

     

    Securities
of any series offered and sold to qualified institutional buyers (as defined in
Rule 144A under the Securities Act) (any such buyer, a “QIB”) in the United States of
America (“Rule 144A
Securities”) will be issued in the form of a permanent global bearer
note, without interest coupons, substantially in the form set forth in Sections
202 and 203 (a “Rule 144A
Global Security”) duly executed by the Company and authenticated by the
Trustee as hereinafter provided.  The Rule 144A Global Security may be
represented by more than one certificate.  The aggregate principal
amount of the Rule 144A Global Security may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as hereinafter
provided.

     

     

    Securities
of any series offered and sold outside the United States of America (“Regulation S Securities”) in
reliance on Regulation S shall be issued in the form of a temporary global
bearer note, without interest coupons, substantially in the form set forth in
Sections 202 and 203 (a “Regulation S Temporary Global
Security”).  Beneficial interests in a Regulation S Temporary
Global Security will be exchangeable for beneficial interests in a single
permanent global bearer security (the “Regulation S Permanent Global
Security,” together with the Regulation S Temporary Global Security, the
“Regulation S Global
Security”) on or after the expiration of the Restricted Period (the
“Release Date”) upon
the receipt by the Trustee or its agent of a certificate certifying that the
Holder of the beneficial interest in the Regulation S Temporary Global Security
is a non-United States Person within the meaning of Regulation S (a “Regulation S Certificate”),
substantially in the form set forth in Section 206.  Upon receipt by
the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to
the first such Regulation S Certificate, the Company shall execute and upon
receipt of a Company Order for authentication, the Authenticating Agent shall
authenticate and deliver to the Trustee or its agent, the applicable Regulation
S Permanent Global Security, and (ii) with respect to the first and all
subsequent Regulation S Certificates, the Trustee or its agent shall exchange on
behalf of the applicable beneficial owners the portion of the applicable
Regulation S Temporary Global Security covered by such Regulation S Certificates
for a comparable portion of the applicable Regulation S Permanent Global
Security.  Upon any exchange of a portion of a Regulation S Temporary
Global Security for a comparable portion of a Regulation S Permanent Global
Security, the Trustee or its agent shall endorse on the schedules affixed to
each of such Regulation S Global Security (or on continuations of such schedules
affixed to each of such Regulation S Global Security and made parts thereof)
appropriate notations evidencing the date of transfer and (x) with respect to
the applicable Regulation S Temporary Global Security, a decrease in the
principal amount thereof equal to the amount covered by the applicable
certification and (y) with respect to the applicable Regulation S Permanent
Global Security, an increase in the principal amount thereof equal to the
principal amount of the decrease in the applicable Regulation S Temporary Global
Security pursuant to clause (x) above.  The Regulation S Global
Security will be duly executed by the Company and authenticated by the Trustee
as hereinafter provided.  The Regulation S Global Security may be
represented by more than one certificate.  The aggregate principal
amount of the Regulation S Global Security may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as hereinafter
provided.

     

    The Rule
144A Global Security and the Regulation S Global Security are sometimes
collectively herein referred to as the “Global
Securities.”

     

    The
definitive Securities shall be printed, lithographed or engraved on steel
engraved borders or may be produced in any other manner, all as determined by
the Director or Directors executing such Securities, as evidenced by the
Director’s or Directors’ execution of such Securities.

     

    SECTION
202.   Form of Face of
Security

     

    [If the Security is to be a Rule 144A
Global Security, insert C
This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is [held by][registered in the name] of a Book-Entry Depositary
or a nominee of a Book-Entry Depositary.  This Security is
exchangeable for securities [held by][registered in the name
of] a person other than
the Book-Entry Depositary or its nominee only in the limited circumstances
described in the Indenture, and no transfer of this Security (other than a
transfer of this Security as a whole by the Book-Entry Depositary to a nominee
of the Book-Entry Depositary or by a nominee of the Book-Entry Depositary to the
Book-Entry Depositary or another nominee of the Book-Entry Depositary) may be
[made][registered], except in limited
circumstances.

     

    Unless
this Global Security is presented by an authorized representative of the
Book-Entry Depositary to the issuer or its agent for [registration of transfer], exchange or payment, and
any definitive security is issued in the name or names as directed in writing by
the Book-Entry Depositary, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in as much as the [bearer][registered owner] hereof, the Book-Entry
Depositary, has an interest herein.]

     

    [If the security is a Global
Security, insert C

     

    THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES
ACT”).  THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES
FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF THE ISSUANCE HEREOF
(OR A PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER THAT WAS AN AFFILIATE OF
THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH
TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS
THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT (“RULE 144A”) TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE  IN RELIANCE ON RULE
144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF
TRANSFER ON THE REVERSE OF THIS SECURITY),  (3) IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS
INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON
THE REVERSE OF THIS SECURITY), OR (4) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER
THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE LAWS OF ANY
STATE OF THE UNITED STATES.]

     

     [If the Security is a Regulation S
Temporary Global Security, insert C

     

    THIS
GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE
SECURITIES ACT.  NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST
HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE
INDENTURE HEREINAFTER REFERRED TO.

     

    NO
BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE
PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE INDENTURE.]

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    WPD
HOLDINGS UK

     

    [Title of the Security]

    
    

     

    
      	 No. [____________]	
              $[____________]

            


    

     

     

    WPD
HOLDINGS UK, a company duly organized and existing under the laws of England and
Wales (herein called the “Company,” which term includes
any successor corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay [the bearer upon surrender
hereof] [name of
registered owner or its registered assigns], the principal sum of [_______] Dollars on [_______], and to pay interest thereon
from [_______], or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on [_______] and [_______] of each year, commencing on
[_______], at the rate per annum provided in the
title hereof, until the principal hereof is paid or made available for
payment.  The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to [the bearer
on such Interest Payment Date,]
[the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the [_______] or [_______] (whether or not a Business
Day), as the case may be, immediately preceding such Interest Payment Date].  Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to [the bearer
on such Interest Payment Date]
[the Person in whose name this Security (or one or more Predecessor
Securities) is registered on such Regular Records Date] and may be paid to [the bearer at the time of
payment of such Defaulted Interest] [the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close
of business on a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date], or be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.

     

    [If the Security is not to bear
interest prior to maturity, insert — The principal of this Security shall
not bear interest except in the case of a default in payment of principal upon
acceleration, upon redemption or at Stated Maturity and in such case the overdue
principal of this Security shall bear interest at the rate of [yield to maturity] % per annum (to the extent that
the payment of such interest shall be legally enforceable), which shall accrue
from the date of such default in payment to the date payment of such principal
has been made or duly provided for.  Interest on any overdue principal
shall be payable on demand.  Any such interest on any overdue
principal that is not so paid on demand shall bear interest at the rate of [yield to maturity]% per annum (to the extent that the
payment of such interest shall be legally enforceable), which shall accrue from
the date of such demand for payment to the date payment of such interest has
been made or duly provided for, and such interest shall also be payable on
demand.]

     

    Payment
of the principal of (and premium, if any) and interest, if any, on this Security
will be made at the office or agency of the Company maintained for that purpose
in [______________] in such coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts [If this Security is not a Global
Security, insert –; provided, however, that at the option
of the Company payment of interest may be made by check mailed to the address of
the person entitled thereto as such address shall appear in the Security
Register] [If this Security is a Global
Security, insert applicable manner of payment].

     

    All
payments of principal and interest (including payments of discount and premium,
if any) in respect of this Security shall be made free and clear of, and without
withholding or deduction for or on account of, any present or future taxes,
duties, assessments or governmental charges of whatever nature imposed, levied,
collected, withheld or assessed by or within the United Kingdom or by or within
any political subdivision thereof or any authority therein or thereof having
power to tax (“United Kingdom
Taxes”), unless such withholding or deduction is required by
law.  In the event of any such withholding or deduction, the Company
shall pay to the Holder such additional amounts (the “Additional Amounts”) as will
result in the payment to such Holder of the amount that would otherwise have
been receivable by such Holder in the absence of such withholding or deduction,
except that no such Additional Amounts shall be payable:

     

    
      	
              (i)   
        

            	
              to,
      or to a Person on behalf of, a Holder who is liable for such United
      Kingdom Taxes in respect of this Security by reason of such Holder having
      some connection with the United Kingdom (including being a citizen or
      resident or national of, or carrying on a business or maintaining a
      permanent establishment in, or being physically present in, the United
      Kingdom) other than the mere holding of this Security or the receipt of
      principal and interest (including payments of discount and premium, if
      any) in respect thereof;

            


    

     

    
      	
              (ii)  
        

            	
              to,
      or to a Person on behalf of, a Holder who presents this Security (where
      presentation is required) for payment more than 30 days after the Relevant
      Date (as defined below), except to the extent that such Holder would have
      been entitled to such Additional Amounts on presenting this Security for
      payment on the last day of such period of 30
  days;

            


    

     

    
      	
              (iii) 
        

            	
              to,
      or to a Person on behalf of, a Holder who presents this Security (where
      presentation is required) in the United Kingdom;
  or

            


    

     

    
      	
              (iv) 
        

            	
              to,
      or to a Person on behalf of, a Holder who would not be liable or subject
      to the withholding or deduction by making a declaration of non-residence
      or similar claim for exemption to the relevant tax
    authority.

            


    

     

    Such
Additional Amounts will also not be payable where, had the beneficial owner of
this Security (or any interest therein) been the Holder of the Security, he or
she would not have been entitled to payment of Additional Amounts by reason of
any one or more of clauses (i) through (iv) above.  If the Company
shall determine that Additional Amounts will not be payable because of the
immediately preceding sentence, the Company will inform such holder promptly
after making such determination setting forth the reason(s)
therefor.

     

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

     

    [Insert any special notice provisions
required by any stock exchanges upon which the Securities of a series are to be
listed.]

     

    Reference
is hereby made to the further provisions of this Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.

     

    Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

     

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

     

    Date:

     

    WPD
HOLDINGS UK

     

    By_____________________________

    [Title]

     

    SECTION
203.   Form of Reverse of
Security

     

    WPD
HOLDINGS UK

    [Title of the Security]

     

    This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and to
be issued in one or more series under an Indenture, dated as of  March
[__], 2001 (herein called the
“Indenture”), among the
Company, Bankers Trust Company, as trustee (herein called the “Trustee,” which term includes
any successor trustee under the Indenture,) and Deutsche Bank Luxembourg S.A.,
as paying and transfer agent (herein called the “Paying Agent,” which term
includes any successor paying and transfer agent under the Indenture), [insert – particulars with respect to
any indentures supplemental thereto pursuant to which the Securities of this
series are being issued] to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee, the Paying Agent, and the Holders of the Securities
and of the terms upon which the Securities are, and are to be, authenticated and
delivered.  Terms defined in the Indenture that are not defined herein
are used with the meanings assigned to them in the Indenture.  This
Security is one of the series designated on the face hereof limited in aggregate
principal amount to $[___________].

     

    [If applicable, insert C
This Security is not subject to redemption prior to maturity.] [If applicable, insert C The
Securities of this series are subject to redemption upon not less than 30 or
more than 60 days’ notice to the Holders of such Securities as provided in the
Indenture.  [If applicable, insert C (1)
on [____________] in any year commencing with
the year [____] and ending with the year
[____] through operation of the
sinking fund for this series at a Redemption Price equal to 100% of the
principal amount, and (2)] at any time [on or after ____________,
20__], as a whole or in
part, at the election of the Company, at the following Redemption Prices
(expressed as percentages of the principal amount):

     

    If
redeemed [if applicable, insert C on
or before [____________], [____]%, and if redeemed] during the 12-month period
beginning [____________], of the years
indicated:

    
    

     

    
      	 Year  	 Redemption
      Price	    Year   	 Redemption
      Price


    

     

    and
thereafter at a Redemption Price equal to [____]% of the principal amount,
together in the case of any such redemption [if applicable, insert C
(whether through operation of the sinking fund or otherwise)] with accrued and unpaid
interest to the Redemption Date, but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, all as provided in the
Indenture.]

     

    [If applicable, insert C The
Securities of this series are subject to redemption upon not less than 30 or
more than 60 days’ notice to the Holders of such Securities, as provided in the
Indenture (1) on [____________] in any year commencing with
the year [____] and ending with the year
[____] through operation of the
sinking fund for this series at the Redemption Prices for redemption through
operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below, and (2) at any time [on or after [____________]], as a whole or in part, at
the election of the Company, at the Redemption Prices for redemption otherwise
than through operation of the sinking fund (expressed as percentages of the
principal amount) set forth in the table below:

     

    If
redeemed during the 12-month period beginning [_____________] of the years
indicated:

     

    
      	
              
                Redemption
      Price for Redemption Through Operation of Sinking Fund

                 

              

            	
              
                Year

                 

              

            	
              
                Redemption
      Price For Redemption Otherwise Than Through Operation of the Sinking
      Fund

                 

              

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    and
thereafter at a Redemption Price equal to b[__]% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued and unpaid interest to the Redemption
Date, but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, all as provided in the Indenture.]

     

    [If applicable, insert C
Notwithstanding the foregoing, the Company may not, prior to [_______________], redeem any Securities of
this series as contemplated by [Clause (2) of] the preceding paragraph as a
part of, or in anticipation of, any refunding operation by the application,
directly or indirectly, of moneys borrowed having an interest cost to the
Company (calculated in accordance with generally accepted financial practice) of
less than [___]% per annum.]

     

    [The sinking fund for this
series provides for the redemption on [_____________] in each year beginning with
the year [____] and ending with the year
[____] of [not less than] [____________] [(“mandatory sinking fund”) and,
at the option of the Company, not more than [____________] aggregate principal amount
of Securities of this series.  [Securities of this series
acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be
credited against subsequent [mandatory] sinking fund payments
otherwise required to be made in the order in which they become due.]]

     

    [If applicable, insert C The
Securities of this series will be redeemable in whole or in part, at the option
of the Company at any time, at a redemption price equal to the greater of (i)
100% of the principal amount of the Securities of this series being redeemed or
(ii) the sum of the present values of the remaining scheduled payments of
principal of and interest on the Securities of this series being redeemed
discounted to the date of redemption on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at a discount rate equal to the
Treasury Yield plus [____] basis points, plus, for (i) or (ii) above,
whichever is applicable, accrued interest on the Securities of this series to
the date of redemption.

     

    
      “Comparable Treasury Issue”
means the United States Treasury security selected by an Independent Investment
Banker (as defined below) as having a maturity comparable to the remaining term
of the Securities of this series to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Securities of this series.

       

      “Comparable Treasury Price”
means, with respect to any Redemption Date (as defined below), (i) the average
of the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) on the third Business Day
preceding such Redemption Date, as set forth in the daily statistical release
(or any successor release) published by the Federal Reserve Bank of New York and
designated “Composite 3:30
p.m. Quotations for U.S. Government Securities,” or (ii) if such release
(or any successor release) is not published or does not contain such prices on
such Business Day, the Reference Treasury Dealer Quotation (as defined below)
for such Redemption Date.

       

      “Independent Investment
Banker” means an independent investment banking institution of national
standing in the U.S. appointed by the Company and reasonably acceptable to the
Trustee.

       

      “Reference Treasury Dealer
Quotation” means, with respect to the Reference Treasury Dealer (as
defined below) and any Redemption Date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount and quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such Redemption Date).

       

      “Reference Treasury Dealer”
means a primary U.S. Government securities dealer in New York City appointed by
the Company and reasonably acceptable to the Trustee.

       

      “Treasury Yield” means, with
respect to any date on which the Securities are redeemed (each, a “Redemption Date”) the rate
per annum equal to the
semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for such Redemption
Date.

       

    

    Notice of
redemption shall be given in accordance neither less than 15 days nor more than
30 days prior to the date fixed for redemption.

     

    If fewer
than all the Securities of this series are to be redeemed, selection of
Securities of this series for redemption will be made by the Trustee in any
manner the Trustee deems fair and appropriate and that complies with applicable
legal and securities exchange requirements.

     

    Unless
the Company defaults in payment of the redemption price, from and after the
Redemption Date, the Securities of this series or portions thereof called for
redemption will cease to bear interest, and the Holders thereof will have no
right in respect to such Securities of this series except the right to receive
the redemption price thereof.]

     

    [If applicable, insert - In
the event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor for the unredeemed portion hereof
will be issued to the Holder hereof upon the cancellation hereof.]

     

    The
Indenture contains provisions for defeasance of (i) the entire indebtedness of
this security and (ii) certain restrictive covenants upon compliance by the
Company with certain conditions set forth therein.

     

    If an
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the
Indenture.  At any time after such declaration of acceleration with
respect to Securities of this series has been made, but before a judgment or
decree for payment of money has been obtained by the Trustee as provided in the
Indenture, if all Events of Default with respect to Securities of this series
have been cured or waived (other than the non-payment of principal of the
Securities of this series which has become due solely by reason of such
declaration of acceleration) then such declaration of acceleration and its
consequences shall be automatically annulled and rescinded.

     

    [If the Security is Issued with a
Discount, insert – If an Event of Default with respect to Securities of
this series shall occur and be continuing, an amount of principal of the
Securities of this series (the “Acceleration Amount”) may be
declared due and payable in the manner and with the effect provided in the
Indenture.  In case of a declaration of acceleration on or before
[______] in any year, the
Acceleration Amount per $[_____] principal amount at Stated
Maturity of the Securities shall be equal to the amount set forth in respect of
such date below:

     

    
      	
              Date of declaration

            	
              Acceleration
      Amount

              per $[____] principal

              amount at Stated
Maturity

            
	 
      	 
      
	 
      	 
      


    

    and in
case of a declaration of acceleration on any other date, the Acceleration Amount
shall be equal to the Acceleration Amount as of the immediately preceding date
set forth in the table above, plus accrued original issue
discount (computed in accordance with the method used for calculating the amount
of original issue discount that accrues for U.S. Federal income tax purposes)
from such next preceding date to the date of declaration at the yield to
maturity.  For the purpose of this computation, the yield to maturity
is [___]%.  Upon payment
(i) of the Acceleration Amount so declared due and payable and (ii) of interest
on any overdue principal and overdue interest (in each case to the extent that
the payment of such interest shall be legally enforceable), all of the Company’s
obligations in respect of the payment of the principal of and interest, if any,
on the Securities of this series shall terminate.]

     

    The
Securities of this series are subject to redemption, in whole but not in part,
upon not less than 15 nor more than 30 days’ notice given as provided in the
Indenture to the Holders of Securities of this series at a price equal to the
outstanding principal amount thereof together with Additional Amounts, if any,
and accrued interest, to the Redemption Date if:

     

    
      	
               
      

            	
              (i) 
          

            	
              the
      Company satisfies the Trustee prior to the giving of such notice that it
      has or will become obliged to pay Additional Amounts as a result of either
      (x) any change in, or amendment to, the laws or regulations of the United
      Kingdom or any political subdivision or any authority or agency thereof or
      therein having power to tax or levy duties, or any change in the
      application or interpretation of such laws or regulations, which change or
      amendment becomes effective on or after the B [[date of issuance] or, if applicable, the
      date of the underwriting agreement with respect to the Securities of this
      series,] or (y)
      the issuance of definitive Registered Securities pursuant to any of
      clauses (i), (ii) or (iv) of the third following paragraph:
      and

            


    

     

    
      	
               
      

            	
              (ii) 
         

            	
              such
      obligation cannot be avoided by the Company taking reasonable measures
      available to it,

            


    

     

    subject,
as provided in the Indenture, to the delivery by the Company of an Officers’
Certificate stating that the obligation referred to in clause (i) above cannot
be avoided by the Company taking reasonable measures available to
it.

     

    The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the Indenture or any supplemental indenture or
the rights and obligations of the Company and rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of a majority in
aggregate principal amount of the Securities at the time Outstanding of all
series to be affected (voting as a class).  The Indenture also
contains provisions permitting the Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this
Security.

     

    No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of (and premium, if any) and interest,
if any, on this Security at the times, place, and rate, and in the coin or
currency, herein prescribed.

     

    [If this Security is a Global
Security, insert C
This Security shall be exchangeable, in whole but not in part, for Securities of
this series registered in the names of Persons other than the Book-Entry
Depositary with respect to such series or its nominee only as provided in this
paragraph.  This Security shall be so exchangeable if (i) DTC notifies
the Company and the Book-Entry Depositary that it is unwilling or unable to
continue to hold the Book-Entry Interest or at any time it ceases to be a “clearing agency” registered
under the Exchange Act and, in either case, a successor is not appointed by the
Company within 120 days, (ii) the Book-Entry Depositary for the securities of
this series notifies the Company that it is unwilling or unable to continue as
Book-Entry Depositary with respect to this Security and no successor is
appointed within 120 days, (iii) the Company executes and delivers to the
Trustee an Officers’ Certificate providing that this Security shall be so
exchangeable, or (iv) there shall have occurred and be continuing an Event of
Default with respect to the Securities of this series and the Holder, in such
circumstance, acting upon instructions from owners of interests representing a
majority of outstanding principal amount of the Book-Entry Interests relating to
this Security shall have requested in writing that this Security be exchanged
for one or more definitive Registered Securities.  Securities so
issued in exchange for this Security shall be of the same series, having the
same interest rate, if any, and maturity and having the same terms as this
Security, in authorized denominations and in the aggregate having the same
principal amount as this Security and registered in such names as the Book-Entry
Depositary for this Security shall direct.]

     

    [If this Security is a Registered
Security, insert C As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of [if this Security is a Registered
Global Security, insert – a Security of the series of which this Security
is a part]  [If this Security is a Registered
Security but not a Global Security, insert – this Security] is registrable in the
Security Register, upon surrender of this Security for registration of transfer
at the office or agency of the Company in any place where the principal of (and
premium, if any) and interest, if any, on this Security are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.]

     

    The
Securities of the series of which this Security is a party and which are not
Global Securities are issuable only in registered form without coupons in
denominations of $[__________] and any integral multiple
thereof.  [If this Security is a Global Bearer
Security, insert C The
bearer of this Security shall be treated as the owner of it for all purposes,
subject to the terms of the Indenture.]  As provided in
the Indenture and subject to certain limitations therein set forth, Securities
of this series are exchangeable for a like aggregate principal amount of
Securities of this series and of like tenor of a different authorized
denomination as requested by the Holder surrendering the same.

     

    No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

     

    [If this Security is a Registered
Security, insert C
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.]

     

    When a
successor assumes all the obligations of its predecessor under the Securities of
this series and the Indenture in accordance with the terms of the Indenture, the
predecessor will be released from those obligations.

     

    The
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Securities of this series and may otherwise deal with
the Company, its Subsidiaries or their respective Affiliates as if it were not
the Trustee.

     

    No
stockholder, director, officer, employee, incorporator or Affiliate of the
Company shall have any liability for any obligation of the Company under the
Securities of this series or the Indenture or for any claim based on, in respect
of or by reason of, such obligations or their creation.  Each Holder
of the Securities of this series, by accepting a Security of this series, waives
and releases all such liability.  The waiver and release are part of
the consideration for the issuance of the Securities of this
series.

     

    This
Security shall not be valid until the Trustee or Authenticating Agent signs the
certificate of authentication on this Security.

     

    [Customary abbreviations may
be used in the name of a Holder of a Registered Security of this series or an
assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants
by the entireties), JT TEN (= joint tenants with right of survivorship and not
as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to
Minors Act).]

     

    Pursuant
to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company will cause CUSIP numbers to be printed on
the Securities of this series as a convenience to the Holders of the Securities
of this series.  No representation is made as to the accuracy of such
numbers as printed on the Securities of this series and reliance may be placed
only on the other identification numbers printed hereon.

     

    This
Security shall be governed by and construed in accordance with the laws of the
State of New York.

     

    All terms
used in this Security that are defined in the Indenture shall have the meanings
assigned to them in the Indenture.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ASSIGNMENT
FORM

     

    


     

    To assign
this Security, fill in the form below:

     

    I or we
assign and transfer this Security to

     

                 (Print or type
assignee’s name, address and zip code)

     

                       (Insert assignee’s
soc. sec. or tax I.D. No.)

     

    and
irrevocably appoint him, her or it as agent to transfer this Security on the
books of the Company.  The agent may substitute another act for him,
her or it.

     

     

      
        

      

    

     

     

      
        

      

    

     

     

    Date: _______________

     

    


     

    Your Signature:
_______________________

     

    


     

    Signature
Guarantee: _____________________________________

                   (Signature
must be guaranteed)

     

    ___________________________________________________________________________

    Sign
exactly as your name appears on the other side of this Security.

     

    The
signature(s) should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership in
the Securities Transfer Agents Medallion Program (“STAMP”) or such other
signature guarantee medallion program as may be approved by the Registrar in
addition to or substitution for, STAMP), pursuant to S.E.C. Rule
17Ad-15.

     

    [In connection with any
transfer or exchange of any of the Securities evidenced by this certificate
occurring prior to the date that is two years after the later of the date of
original issuance of such Securities and the last date, if any, on which such
Securities were owned by the Company or any Affiliate of the Company, the
undersigned confirms that such Securities are being:

     

    CHECK ONE
BOX BELOW:

     

    1  G                      acquired
for the undersigned’s own account, without transfer;

     

    2  G                      transferred
to the Company;

     

    
      	
               
      

            	
              3  G

            	
              transferred
      pursuant to and in compliance with Rule 144A under the Securities Act of
      1933;

            


    

     

    
      	
               
      

            	
              4  G

            	
              transferred
      pursuant to an effective registration statement under the Securities
      Act;

            


    

     

    
      	
               
      

            	
              5  G

            	
              transferred
      pursuant to and in connection with Regulation S under the Securities Act
      of 1933; or

            


    

     

    
      	
               
      

            	
              6  G

            	
              transferred
      pursuant to another available exemption from the registration requirements
      of the Securities Act of 1933.

            


    

     

    Unless
one of the boxes is checked, the Trustee may refuse to register any of the
Securities evidenced by this certificate in the name of any person other than
the registered holder thereof; provided, however, that if box (5) or
(6) is checked, the Trustee or the Company may require, prior to registering any
such transfer of the Securities, in their sole discretion, such legal opinions,
certifications and other information as the Trustee or the Company may
reasonably request to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, such as the exemption provided by
Rule 144 under such Act.

     

    


     

    _________________________________

     Signature

     

    


     

    Signature
Guarantee:

     

    


     

    ________________________________________________________

    (Signature
must be guaranteed)

     

    


    ________________________________________________________

    Signature

     

    The
signature(s) should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions) with membership
in the Securities Transfer Agents Medallion Program (“STAMP”) or such other
signature guarantee medallion program as may be approved by the Security
Registrar in addition to or substitution for STAMP, pursuant to S.E.C. Rule
17Ad-15.]*

     

    

      

    

      
      
        	
                *

              	
                Include
      only for the original Global
Securities

              


      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    [TO BE ATTACHED TO GLOBAL
SECURITIES]

     

    SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL SECURITIES

     

    


     

    The
following increases or decreases in this Global Security have been
made:

     

    


     

    
      	
              Date
      of Exchange

            	
              Amount
      of decrease in Principal Amount of this Global Security

            	
              Amount
      of increase in Principal Amount of this Global Security

            	
              Principal
      Amount of this Global Security following such decrease or
      increase

            	
              Signature
      of authorized signatory of Trustee or Security
Custodian

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    [THE FOLLOWING PROVISION TO BE
INCLUDED

    ON ALL
144A CERTIFICATES]

     

    In
connection with any transfer of this Security occurring prior to [____________], the undersigned confirms
that without utilizing any general solicitation or general advertising
that:

     

    [Check One]

     

    
      	
              
                G

              

            	
              
                (a)

              

            	
               

            	
              this
      Security is being transferred in compliance with the exemption from
      registration under the Securities Act of 1933, as amended, provided by
      Rule 144A thereunder.

            


    

     

    


     

    
      	
               G

            	
              (b)

            	
               

            	
              this
      Security is being transferred other than in accordance with (a) above and
      documents are being furnished that comply with the conditions of transfer
      set forth in this Security and the
Indenture.

            


    

     

    If
neither of the foregoing boxes is checked, the Trustee or other Registrar shall
not be obligated to register this Security in the name of any Person other than
the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section [307] of the Indenture shall have
been satisfied.

     

    
      	 Date:
      	 
      	 	 	 
	
               

            	 	 NOTICE:	
              The
      signature must correspond with the name as written upon the face of the
      within-mentioned instrument in every particular, without alteration or any
      change whatsoever.

            


    

    


    Signature
Guarantee:  ________________________________________

     

    TO BE
COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

     

    The
undersigned represents and warrants that it is purchasing this Security for its
own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional
buyer” within the meaning of Rule 144A under the Securities Act of 1933,
as amended, and is aware that the sale to it is being made in reliance on Rule
144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.

     

    
      	
              Date:
      _____________________

            	
              ______________________________________________

              NOTICE:    
      To be executed by an executive
officer.

            


    

    


     

    SECTION
204.   Form of Trustee’s
Certificate of Authentication

     

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

     

    Date:
[___________]

     

    BANKERS
TRUST COMPANY

    as Trustee

     

    By:  ______________________________________________

           Authorized
Signatory

     

    SECTION
205.   Form of Trustee’s
Certificate of Authentication by an Authenticating Agent

     

    If at any
time there shall be an Authenticating Agent provided with respect to any series
of Securities, then the Trustee’s Certificate of Authentication by such
Authenticating Agent to be borne by the Securities of each such series shall be
substantially as follows:

     

    TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

     

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

     

    Date:
[___________]

     

    BANKERS
TRUST COMPANY

    as
Trustee

     

    By: [NAME OF AUTHENTICATING
AGENT]

          Authorized
Signatory

     

    


     

    


     

    By:______________________________________________

           Authorized
Signatory

    
       

       

    

    SECTION
206.   Form of Regulation S
Certificate


     

    [date on or after Release
Date]

    


    Bankers
Trust Company, as Trustee

    [Four Albany
Street

    New York,
New York, 10006]

    Attention:
[Corporate Trust Agency
Group – Public Utilities Group]

    


    Re:           WPD
Holdings UK

    [Title of Security] (the “Notes”)

    [CUSIP No. ______] [ISIN No. _______]

     

    


    Ladies
and Gentlemen:

     

    Reference
is hereby made to the Indenture, dated as of March [___], 2001 (the “Indenture”), between the
Company, Bankers Trust Company, as Trustee, and Deutsche Bank Luxembourg S.A.,
as Paying Agent.  Capitalized terms used herein and not otherwise
defined have the meanings set forth in the Indenture.

     

    [For purposes of acquiring a
beneficial interest in the Regulation S Permanent Global Security upon the
expiration of the Restricted Period] [For purposes of receiving
payments under the Regulation S Temporary Global Security], the undersigned holder of a
beneficial interest in the Regulation S Temporary Global Security issued under
the Indenture certifies that it is not a U.S. person as defined by Regulation S
under the Securities Act of 1933, as amended.

     

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

     

    Yours truly,

     

    


     

    [Name of Holder]

     

    


     

    By:  ___________________________

           Authorized
Signatory

    
       

    

    ARTICLE
III

     

    THE
SECURITIES

     

    SECTION
301.   Amount Unlimited; Issuable
in Series

     

    The
aggregate principal amount of Securities that may be authenticated and delivered
under this Indenture is unlimited.

     

    The
Securities may be issued in one or more series.  There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth or determined in the manner provided in an Officers’ Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series:

     

    
      	
              (i) 
          

            	
              the
      title of the Securities of the series (which shall distinguish the
      Securities of the series from all other
  Securities);

            


    

     

    
      	
              (ii) 
         

            	
              any
      limit upon the aggregate principal amount of the Securities of the series
      that may be authenticated and delivered under this Indenture (except for
      Securities authenticated and delivered upon registration of transfer of,
      or in exchange for, or in lieu of, other Securities of the series pursuant
      to Sections 305, 306, 307 or 906, and except for any Securities that,
      pursuant to Section 303, are deemed never to have been authenticated and
      delivered hereunder);

            


    

     

    
      	
              (iii) 
        

            	
              the
      Person to whom any interest on a Security of the series shall be payable,
      if other than the bearer (in the case of a Global Bearer Security) or the
      Person in whose name the Security (or one or more Predecessor Securities)
      is registered at the close of business on the Regular Record Date for such
      interest (in the case of a Registered
Security);

            


    

     

    
      	
              (iv)  
       

            	
              the
      date or dates on which the principal of the Securities of the series is
      payable;

            


    

     

    
      	
              (v)
          

            	
              the
      rate or rates at which the Securities of the series shall bear interest,
      if any, the date or dates from which such interest shall accrue, the
      Interest Payment Dates on which such interest shall be payable, and the
      Regular Record Date for the interest payable on any Interest Payment
      Date;

            


    

     

    
      	
              (vi) 
        

            	
              the
      place or places, if any, in addition to or in the place of the Corporate
      Trust Office, where the principal of (and premium, if any) and interest,
      if any, on Securities of the series shall be payable and (in the case of
      the Registered Securities) where such Securities may be registered or
      transferred;

            


    

     

    
      	
              (vii)
        

            	
              the
      period or periods within which, the price or prices at which, and the
      terms and conditions upon which, Securities of the series may be redeemed,
      in whole or in part, at the option of the
  Company;

            


    

     

    
      	
              (viii)  

            	
              the
      obligation, if any, of the Company to redeem, repay or repurchase
      Securities of the series pursuant to any sinking fund or analogous
      provisions or at the option of a Holder thereof, and the period or periods
      within which, the price or prices at which, and the terms and conditions
      upon which, Securities of the series shall be redeemed, repaid or
      repurchased, in whole or in part, pursuant to such
    obligation;

            


    

     

    
      	
              (ix) 
         

            	
              if
      other than denominations of $1,000 and any integral multiple thereof, the
      denominations in which Securities of the series shall be
      issuable;

            


    

     

    
      	
              (x) 
          

            	
              if
      other than the principal amount thereof, the portion of the principal
      amount of Securities of the series which shall be payable upon declaration
      of acceleration of the Maturity thereof pursuant to Section
      502;

            


    

     

    
      	
              (xi)  
        

            	
              if
      other than such coin or currency of the United States of America as at the
      time of payment is legal tender for payment of public or private debts,
      the coin or currency in which payment of the principal of (and premium, if
      any) and interest, if any, on the Securities of the series shall be
      payable;

            


    

     

    
      	
              (xii) 
        

            	
              if
      the principal of (and premium, if any) or interest, if any, on the
      Securities of the series are to be payable, at the election of the Company
      or a Holder thereof, in a coin or currency other than that in which the
      Securities are stated to be payable, the period or periods within which,
      and the terms and conditions upon which, such election may be
      made;

            


    

     

    
      	
              (xiii) 
       

            	
              if
      the amount of payments of principal of (and premium, if any) or interest,
      if any, on the Securities of the series may be determined with reference
      to an index based on a coin or currency other than that in which the
      Securities are stated to be payable, the manner in which such amounts
      shall be determined;

            


    

     

    
      	
              (xiv)  

            	
              any
      provisions permitted by this Indenture relating to Events of Default or
      covenants of the Company with respect to such series of
      Securities;

            


    

     

    
      	
              (xv)
        

            	
              if
      the Securities of the series shall be issued in whole or in part in the
      form of one or more Global Securities, (i) whether beneficial owners of
      interests in any such Global Security may exchange such interests for
      Securities of such series of like tenor and of authorized form and
      denomination and the circumstances under which any such changes may occur,
      if other than in the manner provided in Section 306, and (ii) the
      Book-Entry Depositary for such Global Security or
    Securities;

            


    

     

    
      	
              (xvi)  

            	
              if
      the Company ever wishes to issue definitive Bearer Securities, then all
      provisions relating to or governing such Bearer Securities will be set
      forth in an indenture supplemental hereto;
and

            


    

     

    
      	
              (xvii) 

            	
              any
      other terms of the series (which terms shall not be inconsistent with the
      provisions of this Indenture).

            


    

     

    All
Securities of any one series shall be substantially identical, except as to
denomination and except as may otherwise be provided in or pursuant to the Board
Resolution referred to above and set forth in the Officers’ Certificate referred
to above, or in any indenture supplemental hereto referred to
above.

     

    If any of
the terms of the Securities of a series, including the form of Security of such
series, are established by action taken pursuant to a Board Resolution, a copy
of an appropriate record of such action shall be certified by the Secretary or
an Assistant Secretary or other authorized officer or Director of the Company,
and delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such series
of Securities.

     

    SECTION
302.   Denominations

     

    The
Securities of each series shall be issuable in bearer form or in registered form
without coupons, except as otherwise expressly provided in a supplemental
indenture hereto, in such denominations as shall be specified as contemplated by
Section 301.  In the absence of any such provisions with respect to
the Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof.

     

    SECTION
303.   Execution, Authentication,
Delivery and Dating

     

    Any
Director, the Secretary or any other officer of the Company so authorized shall
execute the Securities on behalf of the Company and need not be
attested.  Definitive Registered Securities of any series may have the
Company’s seal reproduced thereon and need not be attested.  Such
additional Director or officer, if any, as shall be specified pursuant to
Section 301 shall execute the Securities of any series.  The signature
of any of these officers on the Securities may be manual or
facsimile.

     

    Securities
bearing the manual or facsimile signature of any individual who was at any time
the proper Director or officer of the Company shall bind the Company,
notwithstanding that such individual has ceased to hold such office prior to the
authentication and delivery of such Securities or did not hold such office at
the date of authentication of such Securities.

     

    At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities of any series executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities.  If the form of
terms of the Securities of the series have been established in or pursuant to
one or more Board Resolutions as permitted by Sections 201 and 301, in
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating:

     

    
      	
              (i)   
        

            	
              if
      the form of such Securities has been established by or pursuant to Board
      Resolution as permitted by Section 201, that such form has been
      established in conformity with the provisions of this
      Indenture;

            


    

     

    
      	
              (ii)  
        

            	
              if
      the terms of such Securities have been established by or pursuant to Board
      Resolution as permitted by Section 301, that such terms have been
      established in conformity with the provisions of this Indenture;
      and

            


    

     

    
      	
              (iii) 
        

            	
              that
      such Securities, when authenticated and delivered by the Trustee and
      issued by the Company in the manner and subject to any conditions
      specified in such opinion of Counsel, will constitute valid and legally
      binding obligations of the Company, enforceable in accordance with their
      terms, subject to bankruptcy, insolvency, reorganization, and other laws
      of general applicability relating to or affecting the enforcement of
      creditors’ rights and to general principles of
  equity.

            


    

     

    Notwithstanding
the provisions of Section 301 and of the preceding paragraph, if all Securities
of a series are not to be originally issued at one time, it shall not be
necessary to deliver the Officers’ Certificate otherwise required pursuant to
Section 301 or the Company Order and Opinion of Counsel otherwise required
pursuant to such preceding paragraph at or prior to the time of authentication
of each Security of such series if such documents are delivered at or prior to
the time of authentication upon original issuance of the first Security of such
series to be issued.

     

    Each
Security shall be dated the date of its authentication.

     

    No
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate
of authentication, substantially in the form provided for herein, executed by
the Trustee or an Authenticating Agent by manual signature, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture.  Notwithstanding the foregoing, if any
Security shall have been authenticated and delivered hereunder but never issued
and sold by the Company, and the Company shall deliver such Security to the
Trustee for cancellation as provided in Section 310 together with a written
statement (which need not be accompanied by an Opinion of Counsel) stating that
such Security has never been issued and sold by the Company, for all purposes of
this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this
Indenture.

     

    In case
the Company, pursuant to Article VIII, shall be consolidated or merged with or
into any other Person or shall convey, transfer, lease or otherwise dispose of
its properties and assets substantially as an entirety to any Person, and the
successor Person resulting from such consolidation, or surviving such merger, or
into which the Company shall have been merged, or the Person which shall have
received a conveyance, transfer, lease or other disposition as aforesaid, shall
have executed an Indenture supplemental hereto with the Trustee pursuant to
Article VIII, any of the Securities authenticated or delivered prior to such
consolidation, merger, conveyance, transfer, lease or other disposition may,
from time to time, at the request of the successor Person, be exchanged for
other Securities executed in the name of the successor Person with such changes
in phraseology and form as may be appropriate, but otherwise in substance of
like tenor as the Securities surrendered for such exchange and of like principal
amount; and the Trustee, upon Company Request of the successor Person, shall
authenticate and deliver Securities as specified in such request for the purpose
of such exchange.  If Securities shall at any time be authenticated
and delivered in any new name of a successor Person pursuant to this Section 303
in exchange or substitution for or upon registration of transfer of any
Securities, such successor Person, at the option of the Holders but without
expense to them, shall provide for the exchange of all Securities at the time
Outstanding for Securities authenticated and delivered in such new
name.

     

    SECTION
304.   Transfer Agent and Paying
Agent

     

    For so
long as the Securities are listed on the Luxembourg Stock Exchange and such
stock exchange shall so require, the Company shall maintain a Paying Agent and
Transfer Agent in Luxembourg.

     

    The
Company shall enter into an appropriate agency agreement with any Registrar,
Transfer Agent or Paying Agent not a party to this Indenture, which shall
implement the provisions of this Indenture that relate to such
Person.  The Company shall notify the Trustee of the name and address
of any such Person.  If the Company fails to maintain a Registrar or
Paying Agent, the Trustee shall act as such and shall be entitled to appropriate
compensation therefor pursuant to Section 607.  The Company initially
appoints the Trustee as Registrar, Transfer Agent and Principal Paying Agent in
The City of New York and Deutsche Bank Luxembourg S.A. as Paying Agent and
Transfer Agent in Luxembourg in connection with the Securities.

     

    SECTION
305.   Temporary
Securities

     

    Pending
the preparation of a permanent Global Security or definitive Securities of any
series, the Company may execute, and upon Company Order the Trustee or the
Authenticating Agent shall authenticate and deliver, temporary Securities that
are printed, lithographed, typewritten, mimeographed or otherwise produced, in
any authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued, in registered form or, if
authorized, in bearer form, and with such appropriate insertions, omissions,
substitutions and other variations as the Director(s) or officer(s) executing
such Securities may determine, as evidenced by their execution of such
Securities.

     

    If
temporary Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable
delay.  After the preparation of definitive Securities of such series,
the temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder except as provided in Section 306 in
connection with a transfer, and except that a Person receiving definitive Bearer
Securities shall bear the cost of insurance, postage, transportation, and the
like.  Upon surrender for cancellation of any one or more temporary
Securities of any series, the Company shall execute and the Trustee or the
Authenticating Agent shall authenticate and deliver in exchange thereof a like
principal amount of definitive Securities of the same series and of like tenor
of authorized denominations.  Until so exchanged, the temporary
Securities shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities.

     

    Upon any
exchange of a portion of a temporary Global Security for a definitive Global
Security for the individual Securities represented thereby pursuant to this
Section 305 or Section 306, the temporary Global Security shall be endorsed by
the Trustee to reflect the reduction of the principal amount of such temporary
Global Security, and such principal amount shall be reduced for all purposes by
the amount so exchanged and endorsed.

     

    SECTION
306.   Registration, Registration
of Transfer and Exchange

     

    The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a
register (the register maintained in such office and in any other office or
agency of the Company in a Place of Payment being herein sometimes collectively
referred to as the “Security
Register”) in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Registered
Securities and of transfers of Registered Securities.  The Trustee is
hereby appointed “Security
Registrar” for the purpose of registering Registered Securities and
transfers of Registered Securities as herein provided.  The Company
may have one or more co-registrars and the term “Security Registrar” includes
any co-registrar.

     

    Upon
surrender for registration of transfer of any Registered Security of any series
at the office or agency in a Place of Payment for that series, the Company shall
execute, and the Trustee or the Authenticating Agent shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Registered Securities of the same series, of any authorized denominations
and of a like aggregate principal amount and tenor.

     

    Furthermore,
each Holder of a Global Security shall, by acceptance of such Global Security,
agree that transfers of beneficial interest in such Global Security may be
effected only through a book-entry system maintained by the Holder of such
Global Security (or its agent), and that ownership of a beneficial interest in
the Global Security shall be required to be reflected in a
book-entry.

     

    At the
option of the Holder, any Registered Security or Registered Securities of any
series, other than a Global Security, may be exchanged for other Registered
Securities of the same series, of any authorized denominations and of a like
aggregate principal amount and tenor, upon surrender of the Registered
Securities to be exchanged at such office or agency.  Whenever any
Securities are so surrendered for exchange, the Company shall execute, and upon
receipt of a Company Order the Trustee or the Authenticating Agent shall
authenticate and deliver, the Registered Securities that the Holder making the
exchange is entitled to receive.  None of the Trustee, the
Authenticating Agent or the Security Registrar may deliver Bearer Securities in
exchange for Registered Securities.

     

    All
Securities issued upon any registration of transfer or exchange of Registered
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Registered
Securities surrendered upon such registration of transfer or
exchange.

     

    Every
Registered Security presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Trustee) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed, by the Holder thereof or
his attorney duly authorized in writing.

     

    Upon the
exchange in whole of a Global Security for the definitive Securities represented
thereby, such Global Security shall be canceled by the Trustee or delivered to
the Trustee for cancellation.  Registered Securities issued in
exchange for a Global Security or any portion thereof pursuant to this Section
shall be registered in such names and in such authorized denominations as the
Book-Entry Depositary for such Global Security shall instruct in writing the
Trustee and the Security Registrar.  The Trustee or the Security
Registrar shall deliver such Registered Securities to the Persons in whose names
such Registered Securities are so registered.

     

    Interests
in a Permanent Global Security may be exchanged for definitive Registered
Securities of the same series only under the circumstances provided in this
Indenture or in an indenture supplemental hereto pursuant to which Securities of
that series are issued or in the Securities of that Series.  In such
event the Company will execute, and the Trustee or the Authenticating Agent,
upon receipt of a Company Order for the authentication and delivery of
definitive Registered Securities of such series, will authenticate and deliver
such definitive Registered Securities.  Any such definitive Registered
Securities so issued shall be registered in the name of such Person or Persons
as the Book-Entry Depositary shall instruct the Trustee and the Security
Registrar in writing.  Upon the exchange in whole of a Permanent
Global Security for definitive Registered Securities in equal aggregate
principal amount, such Permanent Global Security shall be delivered to the
Trustee for cancellation.  Interests in a Permanent Global Security
may not be exchanged for definitive Bearer
Securities.  Notwithstanding the foregoing, interests in a Global
Security may not be exchanged for definitive Registered Securities during the
16-day period immediately prior to and including each Interest Payment
Date.

     

    No
service charge shall be made to the Holder for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Sections 305, 906 or 1107 not involving any
transfer.

     

    The
Company shall not be required (i) to issue, register the transfer of or exchange
Securities of any series during a period beginning at the opening of business 15
days before the day of the mailing of a notice of redemption under Section 1104
and ending at the close of business on the day of such mailing, (ii) to register
the transfer of or exchange any Security so selected for redemption in whole or
in part, except the unredeemed portion of any Security being redeemed in part,
or (iii) to exchange any Bearer Security so selected for redemption, except that
such a Bearer Security may be exchanged for a Registered Security of the series
(but only if and under the circumstances for which the Securities of such series
are issuable as Registered Securities); provided that such Registered
Security shall be immediately surrendered for redemption with written
instructions for payment consistent with the provisions of this
Indenture.

     

    The
provisions of this Section 306 are, with respect to any Global Security, subject
to Section 312 hereof.

     

    SECTION
307.   Mutilated, Destroyed, Lost
and Stolen Securities

     

    If any
mutilated Security is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange thereof a new Security of
the same series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

     

    If there
shall be delivered to the Company and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity as may be required by them to save each of them and any
agent of either of them harmless, then, in the absence of notice to the Company
or the Trustee that such Security has been acquired by a bona fide purchaser,
the Company shall execute and upon its written request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

     

    In case
any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a
new Security, pay such Security.

     

    Upon the
issuance of any new Security under this Section 307, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee) connected therewith.

     

    Every new
Security of any series issued pursuant to this Section 307 in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

     

    The
provisions of this Section 307 are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities.

     

    SECTION
308.   Payment of Interest;
Interest Rights Reserved

     

    Interest
on any Security which is payable, and is punctually paid or duly provided for,
on any Interest Payment Date shall be paid (i) in the case of a Bearer
Security, to the bearer thereof, and (ii) in the case of a Registered
Security, to the Person in whose name that Registered Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest.

     

    Payment
of interest, if any, in respect of any Registered Security will be made by check
mailed to the address of the Person entitled thereto as such Person’s address
appears in the Security Register.  Payment of interest, if any, in
respect of any Registered Security may also be made, in the case of a Holder of
at least U.S. $1,000,000 aggregate principal amount of Registered Securities,
and payment of interest, if any, in respect of a Permanent Global Security shall
be made, by wire transfer to a U.S. Dollar account maintained by the Holder with
a bank in the United States; provided that such Holder
elects payment by wire transfer by giving written notice to the Trustee or a
Paying Agent to such effect designating such account no later than 15 days
immediately preceding the relevant due date for payment (or such other date as
the Trustee may accept in its discretion).

     

    Any
interest on any Security of any series which is payable but is not punctually
paid or duly provided for on any Interest Payment Date (herein called “Defaulted Interest”) shall,
in the case of Registered Securities, forthwith cease to be payable to the
Holder thereof on the relevant Regular Record Date by virtue of having been such
Holder, and such Defaulted Interest may be paid by the Company, at its election
in each case, as provided in Clause (i) or (ii) below:

     

    
      	
              (i)    
       

            	
              The
      Company may elect to make payment of any Defaulted Interest to the Persons
      in whose names the Registered Securities of such series (or their
      respective Predecessor Securities) are registered at the close of business
      on a Special Record Date for the payment of such Defaulted Interest, which
      shall be fixed in the following manner.  The Company shall
      notify the Trustee in writing of the amount of Defaulted Interest proposed
      to be paid on each Registered Security of such series and the date of the
      proposed payment, and at the same time the Company shall deposit with the
      Trustee an amount of money equal to the aggregate amount proposed to be
      paid in respect of such Defaulted Interest or shall make arrangements
      satisfactory to the Trustee for such deposit prior to the date of the
      proposed payment, such money when deposited to be held in trust for the
      benefit of the Persons entitled to such Defaulted Interest as in this
      clause provided.  Thereupon the Trustee shall fix a Special
      Record Date for the payment of such Defaulted Interest which shall be not
      more than 15 days and not less than 10 days prior to the date of the
      proposed payment, and not less than 10 days after the receipt by the
      Trustee of the notice of the proposed payment.  Unless the
      Trustee is acting as the Security Registrar, promptly after such Special
      Record Date, the Company shall furnish the Trustee with a list, or shall
      make arrangements satisfactory to the Trustee with respect thereto, of the
      names and addresses of, and respective principal amounts of such
      Registered Securities held by, the Holders appearing on the Security
      Register at the close of business on such Special Record
      Date.  The Trustee shall promptly notify the Company of such
      Special Record Date and, in the name and at the expense of the Company,
      shall cause notice of the proposed payment of such Defaulted Interest and
      the Special Record Date therefor to be mailed, first-class postage
      prepaid, to each Holder of Securities of such series at his address as it
      appears in the Security Register, not less than 10 days prior to such
      Special Record Date.  Notice of the proposed payment of such
      Defaulted Interest and the Special Record Date therefor having been so
      mailed, such Defaulted Interest shall be paid to the Persons in whose
      names the Securities of such series (or their respective Predecessor
      Securities) are registered at the close of business on such Special Record
      Date and shall no longer be payable pursuant to the following clause
      (ii).

            


    

     

    
      	
              (ii)   
       

            	
              The
      Company may make payment of any Defaulted Interest on the Registered
      Securities of any series of any Permanent Global Security in any other
      lawful manner not inconsistent with the requirements of any securities
      exchange on which such Registered Securities may be listed, and upon such
      notice as may be required by such
exchange.

            


    

     

    Defaulted
Interest on Global Bearer Securities shall be payable to the bearer thereof at
the time of payment of such Defaulted Interest by the Company.

     

    Subject
to the foregoing provisions of this Section 308, each Security delivered under
this Indenture upon registration of transfer of or in exchange for or in lieu of
any other Security, shall carry the rights to interest accrued and unpaid, and
to accrue, which were carried by such other Security.

     

    SECTION
309.   Persons Deemed
Owners

     

    Prior to
due presentment of a Registered Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Registered Security is registered as the owner of such
Registered Security for the purpose of receiving payment of principal of (and
premium, if any) and (subject to Section 308) interest, if any, on such
Registered Security and for all other purposes whatsoever, whether or not such
Registered Security be overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by notice to the
contrary.  All such payments so made to any such person, or upon such
person’s order, shall be valid, and, to the extent of the sums so paid,
effectual to satisfy and discharge the liability for monies payable upon any
such Security.

     

    The
Company, the Trustee, and any agent of the Company or the Trustee may treat the
Book-Entry Depositary for a Global Bearer Security as the absolute owner of such
Bearer Security for the purpose of receiving payment thereof or on account
thereof and for all other purposes whatsoever, whether or not such Global Bearer
Security or coupon be overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by notice to the
contrary.

     

    No holder
of any beneficial interest in any Global Security held on its behalf by a
Book-Entry Depositary shall have any rights under this Indenture with respect to
such Global Security, and such Book-Entry Depositary may be treated by the
Company, the Trustee, and any agent of the Company or the Trustee as the owner
of such Global Security for all purposes whatsoever.  Notwithstanding
the foregoing, nothing herein shall impair, as between a Book-Entry Depositary
and such holders of beneficial interests, the operation of customary practices
governing the exercise of the rights of the Book-Entry Depositary as holder of
any Security.

     

    SECTION
310.   Cancellation

     

    All
Securities surrendered for payment, redemption, registration of transfer or
exchange or for credit against any sinking fund payment shall, if surrendered to
any Person other than the Trustee, be delivered to the Trustee and shall be
promptly canceled by it.  The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder that the Company may have acquired in any manner whatsoever, and the
Trustee shall promptly cancel all Securities so delivered.  No
Securities shall be authenticated in lieu of or in exchange for any Securities
canceled as provided in this Section 310, except as expressly permitted by this
Indenture.  All canceled Securities held by the Trustee shall be
disposed of as directed by a Company Order.

     

    SECTION
311.   Computation of
Interest

     

    Except as
otherwise specified as contemplated by Section 301 for Securities of any series,
interest, if any, on the Securities of each series shall be computed on the
basis of a 360-day year of twelve 30-day months.

     

    SECTION
312.   Global
Securities

     

    (a) If the
Company shall establish pursuant to Section 301 that the Securities of a
particular series are to be issued in the form of a Global Security, then the
Company shall execute and the Trustee shall, in accordance with Section 303,
authenticate and deliver, a Global Security or Securities that (i) shall
represent, and shall be denominated in an aggregate amount equal to the
aggregate principal amount of, all of the Outstanding Securities of such series,
(ii) shall be in bearer form or, if in registered form, registered in the name
of the Book-Entry Depositary or its nominee, (iii) shall be delivered by the
Trustee to the Book-Entry Depositary or pursuant to the Book-Entry Depositary’s
instruction, and (iv) shall bear the legends set forth in Section 202, as
applicable.

     

    (b) Participants
in DTC shall have no rights under this Indenture with respect to any Global
Securities held on their behalf by DTC, or the Trustee as its custodian, or the
Book-Entry Depositary, or under the Global Security, and DTC, as the case may
be, or the Book-Entry Depositary, may be treated by the Company, the Trustee,
and any agent of the Company or the Trustee as the absolute owner of such Global
Security for all purposes whatsoever.  Notwithstanding the foregoing,
nothing herein shall prevent the Company, the Trustee or any agent of the
Company or the Trustee from giving effect to any written certification, proxy or
other authorization furnished by DTC or shall impair, as between DTC and its
Participants, the operation of customary practices governing the exercise of the
rights of a Holder of any Security.

     

    (c) Notwithstanding
the provisions of Section 306, the Global Security of a series may be
transferred, in whole but not in part and in the manner provided in Section 306,
only to another nominee of the Book-Entry Depositary for such series, or to a
successor Book-Entry Depositary for such series selected or approved by the
Company or to a nominee of such successor Book-Entry
Depositary.  Interests of beneficial owners in Global Securities may
be transferred in accordance with the rules and procedures of DTC and the
provisions of Section 313.

     

    (d) The
circumstances, if any, under which the Global Security of a series may be
exchanged for definitive Registered Securities of such series shall be as
specified in an indenture supplemental hereto pursuant to which the Securities
of such series are issued.  In such event, the Company will execute,
and, subject to Section 306, the Trustee, upon receipt of an Officers’
Certificate evidencing such determination by the Company, will authenticate and
deliver Securities of such series in definitive registered form without coupons,
in authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Securities of such series in exchange for such
Global Securities.  Upon the exchange of the Global Securities for
such Securities in definitive registered form without coupons, in authorized
denominations, the Trustee shall cancel the Global Securities.  Such
securities in definitive registered form issued in exchange for the Global
Securities pursuant to this Section 312, shall be registered in such names and
in such authorized denominations as the Book-Entry Depositary, pursuant to the
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee.  The Trustee shall deliver Securities to the
Book-Entry Depositary for delivery to the persons in whose names such Securities
are so registered.

     

    (e) No
Security that is not a Global Security may be payable to bearer (except as
otherwise provided in an indenture supplemental hereto pursuant to Section
301(xvi)).

     

    (f) The
Holder of a Global Security may grant proxies and otherwise authorize any
person, including Participants and Persons that may hold interest through
Participants, to take any action which a Holder is entitled to take under this
Indenture or the Securities.

     

    SECTION
313.   Special Transfer
Provisions.

     

    (a) Prior to
the expiration of the Resale Restriction Termination Date, a transfer of a Rule
144A Security or a beneficial interest therein to a QIB shall be made upon the
representation of the transferee that it is purchasing the Security for its own
account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional
buyer” within the meaning of Rule 144A under the Securities Act and is
aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon its
foregoing representations in order to claim the exemption from registration
provided by Rule 144A.

     

    A
transfer of a Rule 144A Security or a beneficial interest therein to a Non-U.S.
Person shall be made upon receipt by the Trustee or its agent of a certificate
substantially in the form set forth in Section 314 hereof from the proposed
transferee and, if requested by the Company or the Trustee, the delivery of an
opinion of counsel, certification and/or other information satisfactory to each
of them.

    


    (b) The
following provisions shall apply with respect to any proposed transfer of a
Regulation S Security prior to the expiration of the Restricted
Period:

     

    
      	
              (i)   
        

            	
              a
      transfer of a Regulation S Security or a beneficial interest therein to a
      QIB shall be made upon the representation of the transferee that it is
      purchasing the Security for its own account or an account with respect to
      which it exercises sole investment discretion and that it and any such
      accountant is a “qualified institutional
      buyer” within the meaning of Rule 144A under the Securities Act and
      is aware that the sale to it is being made in reliance on Rule 144A and
      acknowledges that it has received such information regarding the Company
      as the undersigned has requested pursuant to Rule 144A or has determined
      not to request such information and that it is aware that the transferor
      is relying upon its foregoing representations in order to claim the
      exemption from registration provided by Rule 144A;
  and

            


    

     

    
      	
              (ii)  
        

            	
              a
      transfer of a Regulation S Security or a beneficial interest therein to a
      Non-U.S. Person shall be made upon, if requested by the Company or the
      Trustee, receipt by the Trustee or its agent of an opinion of counsel,
      certification and/or other information satisfactory to each of
      them.

            


    

     

    Prior to
or on the expiration of the Restricted Period, beneficial interests in a
Regulation S Global Security may only be held through Euroclear or Clearstream
(as indirect participants in DTC) or another agent member of Euroclear and
Clearstream acting for and on behalf of them, unless exchanged for interests in
the Rule 144A Global Security in accordance with the certification requirements
hereof.  During the Restricted Period, interests in the Regulation S
Global Security, if any, may be exchanged for interests in the Rule 144A Global
Security or for definitive Securities only in accordance with the certification
requirements described in Section 201.

    


    After the
expiration of the Restricted Period, interests in the Regulation S Security may
be transferred without requiring certification.

    


    (c) Upon the
transfer, exchange or replacement of Securities not bearing a private placement
legend, the Security Registrar shall deliver Securities that do not bear a
private placement legend.  Upon the transfer, exchange or replacement
of Securities bearing a private placement legend, the Security Registrar shall
deliver only Securities that bear the placement legend unless there is delivered
to the Security Registrar an opinion of counsel reasonably satisfactory to the
Company and the Trustee to the effect that neither such legend nor the related
restrictions on transfer are required in order to maintain compliance with the
provisions of the Securities Act.

     

    (d) By its
acceptance, of any Security bearing a private placement legend, each Holder of
such a Security acknowledges the restrictions on transfer of such Security set
forth in this Indenture and in the private placement legend and agrees that it
will transfer such Security only as provided in this Indenture.

     

    (e) The
Company shall deliver to the Trustee an Officer’s Certificate setting forth the
dates on which the Restricted Period terminates (the “Resale Restriction
Termination Date”).

     

    The
Security Registrar shall retain copies of all letters, notices and other written
communications received pursuant to this Article.  The Company shall
have the right to inspect and make copies of all such letters, notices or other
written communications at any reasonable time upon the giving of reasonable
written notice to the Security Registrar.

     

    (f) The
Trustee:

     

    
      	
              (i)   
        

            	
               shall
      have no responsibility or obligation to any beneficial owner of a Global
      Security, a Participant in DTC or other Person with respect to any
      ownership interest in the Securities, with respect to the accuracy of the
      records of DTC or its nominee or of any Participant or member thereof or
      with respect to the delivery to any Participant, member, beneficial owner
      or other Person (other than DTC) of any notice (including any notice of
      redemption) or the payment of any amount, under or with respect to such
      Securities.  All notices and communications to be given to the
      Holders and all payments to be made to Holders under the Securities shall
      be given or made only to the registered Holders (which shall be DTC or its
      nominee in the case of a Global Security).  The rights of
      beneficial owners in any Global Security in global form shall be exercised
      only through DTC subject to the applicable rules and procedures of
      DTC.  The Trustee may rely and shall be fully protected and
      indemnified pursuant to Section 607 in relying upon information furnished
      by DTC with respect to any beneficial owners, its members and
      participants; and

            


    

     

    
      	
              (ii)  
        

            	
              the
      Trustee shall have no obligation or duty to monitor, determine or inquire
      as to compliance with any restrictions on transfer imposed under this
      Indenture or under applicable law with respect to any transfer of any
      interest in any Security (including without limitation any transfers
      between or among Participants, members or beneficial owners in any Global
      Security) other than to required deliver of such certificates and other
      documentation of evidence as are expressly required by, and to do so if an
      when expressly required by, the terms of this Indenture, and to examine
      the same to determine substantial compliance as to form with the express
      requirements hereof.

            


    

     

    


    SECTION
314.   Form of Certificate to Be
Delivered in Connection with Transfers Pursuant to Regulation
S

     

    


     

    


    [date]

    


    Bankers
Trust Company, as Trustee

    Four
Albany Street

    New York,
New York, 10006

    Attention:  Manager,
Project Finance

    


    Re:           WPD
Holdings UK (the “Company”)

    [Name of Security]  (the
“Notes”)

    


    Ladies
and Gentlemen:

     

    In
connection with our proposed sale of $___________ aggregate principal amount of
the Notes, we confirm that such sale has been effected pursuant to and in
accordance with Regulation S under the United States Securities Act of 1933, as
amended (the “Securities Act”), and, accordingly, we represent
that:

     

    (a) the offer
of the Notes was not made to a person in the United States;

     

    (b) either
(i) at the time the buy order was originated, the transferee was outside
the United States or we and any person acting on our behalf reasonably believed
that the transferee was outside the United States or (ii) the transaction
was executed in, on or through the facilities of a designated off-shore
securities market and neither we nor any person acting on our behalf knows that
the transaction has been pre-arranged with a buyer in the United
States;

     

    (c) no
directed selling efforts have been made in the United States in contravention of
the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable;
and

     

    (d) the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act.

     

    In
addition, if the sale is made during a restricted period and the provisions of
Rule 903(c)(3) or Rule 904(c)(1) of Regulation S are applicable thereto, we
confirm that such sale has been made in accordance with the applicable
provisions of Rule 903(c)(3) or Rule 904(c)(1), as the case may be.

     

    You and
the Company are entitled to rely upon this letter and are irrevocably authorized
to produce this letter or a copy hereof to any interested party in any
administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.  Terms used in this certificate have the
meanings set forth in Regulation S.

     

    Very
truly yours,

    


    [Name of Transferor]

    


    


    


    By:           _________________________                                           ___________________________

    Authorized
Signature                                                                Signature
Medallion Guaranteed

    


    


    ARTICLE
IV

     

    SATISFACTION
AND DISCHARGE

     

    SECTION
401.   Satisfaction and Discharge
of Indenture

     

    


     

    This
Indenture shall upon Company Request cease to be of further effect (except as to
any surviving rights of registration of transfer or exchange of Securities
herein expressly provided for and rights to receive payments of any principal,
premium or interest in respect thereof and any right to receive any Additional
Amount as provided in Section 1009), and the Trustee shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture,
when:

     

    
      	
              (i)   
        

            	
              either:

            


    

     

    
      	
              (a)  

            	
              all
      Securities theretofore authenticated and delivered (other than (1)
      Securities that have been destroyed, lost or stolen and that have been
      replaced or paid as provided in Section 307 and (2) Securities for whose
      payment money has theretofore been deposited in trust with the trustee or
      any paying agent or segregated and held in trust by the Company and
      thereafter repaid to the Company or discharged from such trust, as
      provided in Section 1003) have been delivered to the Trustee for
      cancellation; or

            


    

     

    
      	
              (b)  

            	
              all
      such Securities not theretofore delivered to the Trustee for
      cancellation:

            


    

     

    
      	
              (1)  

            	
              have
      become due and payable,

            


    

     

    
      	
              (2)  

            	
              will
      become due and payable at their Stated Maturity within one
      year,

            


    

     

    
      	
              (3)  

            	
              are
      to be called for redemption within one year under arrangements for the
      giving of notice of redemption by the Trustee in the name, and at the
      expense, of the Company, or

            


    

     

    
      	
              (4)  

            	
              are
      deemed paid and discharged pursuant to Section 403, as
      applicable,

            


    

     

    and the
Company, in the case of (1) or (2) above, has deposited or caused to be
deposited with the Trustee as trust funds, in trust for the purpose, an amount
of (w) money in the currency or units of currency in which such Securities are
payable, (x) U.S. Government Obligations (denominated in the same currency or
units of currency in which such Securities are payable) that through the payment
of interest and principal in respect thereof in accordance with their terms will
provide not later than one day before the Stated Maturity or Redemption Date, as
the case may be, money in an amount, (y) a combination of money or U.S.
Government Obligations as provided in (4) above, in each case, sufficient to pay
and discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal (and premium, if any)
and interest, if any, to the date of such deposit (in the case of Securities
that have become due and payable) or to the Stated Maturity or Redemption Date,
as the case may be;

     

    
      	
              (ii)  
        

            	
              the
      Company has paid or caused to be paid all other sums payable hereunder by
      the Company; and

            


    

     

    
      	
              (iii) 
        

            	
              the
      Company has delivered to the Trustee an Officers’ Certificate and an
      Opinion of Counsel, each stating that all conditions precedent herein
      provided for relating to the satisfaction and discharge of this Indenture
      have been complied with.

            


    

     

    Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee under Section 607, the obligations of the Trustee to any
Authenticating Agent under Section 614, and, if money shall have been deposited
with the Trustee pursuant to sub-clause (b) of clause (i) of this Section 401 or
if money or U.S. Government Obligations shall have been deposited with or
received by the Trustee pursuant to Section 403, the obligations of the Trustee
under Section 402 and the last paragraph of Section 1003 shall
survive.

     

    SECTION
402.   Application of Trust
Money

     

    (a) Subject
to the provisions of the last paragraph of Section 1003, all money or U.S.
Government Obligations deposited with the Trustee pursuant to Sections 401 or
403, and all money received by the Trustee in respect of U.S. Government
Obligations deposited with the Trustee pursuant to Sections 401 or 403, shall be
held in trust and applied by it, in accordance with the provisions of the
Securities and this Indenture, to the payment, to the Persons entitled thereto,
of the principal of (and premium, if any) and interest, if any, on the
Securities for whose payment such money has been deposited with or received by
the Trustee or to make mandatory sinking fund payments or analogous payments as
provided by Sections 401 or 403.

     

    (b) The
Company shall pay and shall indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against U.S. Government Obligations deposited
pursuant to Sections 401 or 403, or the interest and principal received in
respect of such obligations, other than any such tax, fee or other charge
payable by or on behalf of Holders.

     

    (c) The
Trustee shall deliver or pay to the Company from time to time upon Company
Request any U.S. Government Obligations or money held by it as provided in
Sections 401 or 403 that, in the opinion of a nationally recognized firm of
independent certified public accountants expressed in a written certification
thereof delivered to the Trustee, are then in excess of the amount thereof that
then would have been required to be deposited for the purpose for which such
U.S. Government Obligations or money was deposited or received.  This
provision shall not authorize the sale by the Trustee of any U.S. Government
Obligations held under this Indenture.

     

    (d) Any
monies paid by the Company to the Trustee or any Paying Agent, or held by the
Company in trust, for the payment of the principal of or any interest or
Additional Amounts on any Securities and remaining unclaimed at the end of two
years after such principal, interest or Additional Amounts become due and
payable will be repaid to the Company, or released from the trust, upon its
written request, and upon such repayment or release all liability of the
Company, the Trustee and such Paying Agent with respect thereto will
cease.

     

    SECTION
403.   Satisfaction, Discharge and
Defeasance of Securities of any Series

     

    The
Company, at its option, (i) will be discharged from any and all obligations in
respect of the Securities of a series (except, in each case, for the obligations
to register the transfer or exchange of the Securities of that series, replace
stolen, lost or mutilated Securities of that series, maintain paying agencies,
and hold moneys for payment in trust), or (ii) can omit to comply with any term,
provision or condition set forth in Sections 1004, 1005 and 1011 with respect to
the Securities of any series, provided that the following
conditions shall have been satisfied:

     

    
      	
              (i)   
        

            	
              the
      Company has deposited or caused to be irrevocably deposited (except as
      provided in Sections 607, 402(c), and the last paragraph of Section 1003)
      with the Trustee (specifying that each deposit is pursuant to this Section
      403) as trust funds in trust, specifically pledged as security for, and
      dedicated solely to, the benefit of the Holders of the Securities of such
      series, (i) money, (ii) U.S. Government Obligations which through the
      payment of interest and principal in respect thereof in accordance with
      their terms will provide money in an amount, or (iii) a combination
      thereof, in each case, sufficient to pay and discharge the principal (and
      premium, if any) and interest, if any, on the outstanding Securities of
      such series on the dates such payments are due in accordance with the
      terms of the Securities of such series (or, if the Company has designated
      a Redemption Date pursuant to the final sentence of this paragraph, to and
      including the Redemption Date so designated by the Company);
      and

            


    

     

    
      	
              (ii)  
        

            	
              no
      Event of Default or event that with notice or lapse of time would become
      an Event of Default (including by reason of such deposit) with respect to
      the Securities of such series shall have occurred and be continuing on the
      date of such deposit.

            


    

     

    To
exercise any such option, the Company is required to deliver to the Trustee (x)
an Opinion of Counsel to the effect that the Holders of the Securities of such
series will not recognize income, gain or loss for federal income tax purposes
as a result of such deposit, defeasance and discharge of certain obligations,
which in the case of clause (i) above must be based on a change in law or a
ruling by the U.S. Internal Revenue Service, and (y) an Officers’ Certificate as
to compliance with all conditions precedent provided for in the Indenture
relating to the satisfaction and discharge of the Securities of such
series.  If the Company shall wish to deposit or cause to be deposited
money or U.S. Government Obligations to pay or discharge the principal of (and
premium, if any) and interest, if any, on the outstanding Securities of such
series to and including a Redemption Date on which all of the outstanding
Securities of such series are to be redeemed, such Redemption Date shall be
irrevocably designated by a Board Resolution delivered to the Trustee on or
prior to the date of deposit of such money or U.S. Government Obligations, and
such Board Resolution shall be accompanied by an irrevocable Company Request
that the Trustee give notice of such redemption, in the name and at the expense
of the Company, not less than 15 or more than 30 days prior to such Redemption
Date in accordance with this Indenture.

     

    ARTICLE
V

     

    REMEDIES

     

    SECTION
501.   Events of
Default

     

    “Event of Default,” wherever
used herein with respect to Securities of any series, means any one of the
following events:

     

    
      	
              (i)   
        

            	
              default
      in the payment of any interest or any Additional Amounts upon any Security
      of that series when it becomes due and payable and continuance of such
      default for a period of 30 days;

            


    

     

    
      	
              (ii)  
        

            	
              default
      in the payment of the principal of (or premium, if any, on) any Security
      of that series at Maturity;

            


    

     

    
      	
              (iii) 
        

            	
              material
      default in the performance, or material breach, of any covenant or
      obligation of the Company in this Indenture (other than a covenant or
      default in whose performance or whose breach is elsewhere in this Section
      501 specifically dealt with or which has expressly been included in this
      Indenture solely for the benefit of a series of Securities other than that
      series) and continuance of such material default or breach for a period of
      60 days after there has been given, by registered or certified mail, to
      the Company by the Trustee or to the Company and the Trustee by the
      Holders of at least 25% in aggregate principal amount of the Outstanding
      Securities of that series a written notice specifying such default or
      breach and requiring it to be remedied and stating that such notice is a
      “Notice of
      Default” hereunder;

            


    

     

    
      	
              (iv) 
        

            	
              if
      this event shall be made to constitute an Event of Default with respect to
      the Securities of a particular series, a default in the payment of the
      principal of any bond, debenture, note or other evidence of indebtedness,
      in each case for money borrowed by the Company, or in the payment of
      principal under any mortgage, indenture (including this Indenture) or
      instrument under which there may be issued or by which there may be
      secured or evidenced any indebtedness for money borrowed by the Company,
      which default for payment of principal is in an aggregate principal amount
      exceeding $50,000,000 (or its equivalent in any other currency or
      currencies) when such indebtedness becomes due and payable (whether at
      maturity, upon redemption or acceleration or otherwise), if such default
      shall continue unremedied or unwaived for more than 30 Business Days and
      the time for payment of such amount has not been expressly extended; provided, however, that, subject
      to the provisions of Sections 601 and 602, the Trustee shall not be deemed
      to have knowledge of such default unless either (a) a Responsible Officer
      of the Trustee shall have actual knowledge of such default or (b) the
      Trustee shall have received written notice thereof from the Company, from
      any Holder, from the holder of any such indebtedness or from the trustee
      under any such mortgage, indenture or other instrument; and provided, further, that if such
      default under such indenture or instrument shall be remedied or cured by
      the Company or waived by the holders of such indebtedness, then the Event
      of Default hereunder by reasons thereof shall be deemed likewise to have
      been remedied, cured or waived without further action upon the part of the
      Trustee or any of the Holders;

            


    

     

    
      	
              (v)  
        

            	
              the
      failure of the Company generally to pay its debts as they become due, or
      the admission in writing of its inability to pay its debts generally, or
      the making of a general assignment for the benefit of its creditors, or
      the institution of any proceeding by or against the Company (other than
      any such proceeding brought against the Company that is dismissed within
      180 days from the commencement thereof) seeking to adjudicate it bankrupt
      or insolvent, or seeking liquidation, winding up, reorganization,
      arrangement, adjustment, protection, relief or composition (in each case,
      other than a solvent liquidation, winding up, reorganization, arrangement,
      adjustment, protection, relief or composition) of it or its debts under
      any law relating to bankruptcy, insolvency, reorganization, moratorium or
      relief of debtors, or seeking the entry of an order for relief or
      appointment of an administrator, receiver, trustee, intervenor or other
      similar official for it or for any substantial part of its property, or
      the taking of any action by the Company to authorize any of the actions
      set forth in this clause (vi); or

            


    

     

    
      	
              (vi) 
        

            	
              any
      other Event of Default provided in the supplemental indenture or provided
      in or pursuant to the Board Resolution under which such series of
      Securities is issued or in the form of Security for such
      series.

            


    

     

    SECTION
502.   Acceleration of Maturity;
Rescission and Annulment

     

    If an
Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if any of the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified in the terms
thereof) of all of the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable.

     

    At any
time after such declaration of acceleration with respect to Securities of any
series has been made, but before a judgment or decree for payment of money has
been obtained by the Trustee as hereinafter in this Article provided, if all
Events of Default with respect to Securities of that series have been cured or
waived (other than the non-payment of principal of the Securities that has
become due solely by reason of such declaration of acceleration) then such
declaration of acceleration, and its consequences shall be automatically
annulled and rescinded.

     

    No such
rescission shall affect any subsequent default or impair any right consequent
thereon.

     

    For all
purposes under this Indenture, if a portion of the principal of any Original
Issue Discount Securities shall have been accelerated and declared due and
payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.

     

    SECTION
503.   Collection of Indebtedness
and Suits for Enforcement by Trustee

     

    The
Company covenants that if:

     

    
      	
              (i)
           

            	
              default
      is made in the payment of any interest on any Security of a series when
      such interest becomes due and payable and such default continues for a
      period of 30 days, or

            


    

     

    
      	
              (ii)   
       

            	
              default
      is made in the payment of the principal of (or premium, if any, on) any
      Security of a series at the Stated Maturity
  thereof,

            


    

     

    the
Company will, upon written demand of the Trustee, pay to it, for the benefit of
the Holders of such Securities of such series, the whole amount then due and
payable on such Securities of such series for principal (and premium, if any)
and interest, if any, and, to the extent that payment of such interest shall be
legally enforceable, interest on any overdue principal (and premium, if any) and
any overdue interest, at the rate or rates prescribed therefor in such
Securities of such series, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents, and its counsel.

     

    If the
Company fails to pay such amounts forthwith upon such demand, the Trustee, in
its own name and as trustee of an express trust, (i) may institute a judicial
proceeding for the collection of the sums so due and unpaid, (ii) may prosecute
such proceeding to judgment or final decree, and (iii) may enforce the same
against the Company or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Securities, wherever
situated.

     

    If any
Event of Default with respect to Securities of any series occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, subject, however, to Section
512.

     

    SECTION
504.   Trustee May File Proofs of
Claim

     

    In case
of the pendency of any receivership, insolvency, liquidation (other than a
solvent liquidation), bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to the Company or any other
obligor upon the Securities or the property of the Company or of such other
obligor or their creditors, the Trustee (irrespective of whether the principal
of the Securities shall then be due and payable as therein expressed or by
declaration or otherwise and, irrespective of whether the Trustee shall have
made any demand on the Company for the payment of overdue principal or
interest), shall be entitled and empowered, by intervention in such proceeding
or otherwise,

     

    
      	
              (i)   
        

            	
              to
      file and provide a claim for the whole amount of principal (and premium,
      if any) and interest owing and unpaid in respect of the Securities and to
      file such other papers or documents as may be necessary or advisable in
      order to have the claims of the Trustee (including any claim for the
      reasonable compensation, expenses, disbursements, and advances of the
      Trustee, its agents, and its counsel) and of the Holders allowed in such
      judicial proceeding, and

            


    

     

    
      	
              (ii)  
        

            	
              to
      collect and receive any moneys or other property payable or deliverable on
      any such claims and to distribute the
same;

            


    

     

    and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

     

    Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan or
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or, to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

     

    SECTION
505.   Trustee May Enforce Claims
Without Possession of Securities

     

    All
rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements, and
advances of the Trustee, its agents, and its counsel, be for the ratable benefit
of the Holders of the Securities in respect of which such judgment has been
recovered.

     

    SECTION
506.   Application of Money
Collected

     

    Any money
collected by the Trustee pursuant to this Article shall be applied in the
following order with respect to the Securities of any series, at the date or
dates fixed by the Trustee and, in case of the distribution of such money on
account of principal (or premium, if any) or interest, upon presentation of the
Securities and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

     

    FIRST:  To
the payment of all amounts due the Trustee under Section 607;

     

    SECOND:  In
case the principal and premium, if any, of the Securities of such series in
respect of which moneys have been collected shall not have become and be then
due and payable, to the payment of interest, if any, on the Securities of such a
series in default in the order of the maturity of the installments of such
interest, with interest (to the extent that such interest has been collected by
the Trustee and to the extent permitted by law) upon the overdue installments of
interest at the rate prescribed therefor in such Securities, such payments to be
made ratably to the Persons entitled thereto, without discrimination or
preference;

     

    THIRD:  In
case the principal or premium, if any, of the Securities of such series in
respect of which moneys have been collected shall have become and shall be then
due and payable, to the payment of the whole amount then owing and unpaid upon
all the Securities of such series for principal and premium, if any, and
interest, if any, with interest upon the overdue principal and premium, if any,
and (to the extent that such interest has been collected by the Trustee and to
the extent permitted by law) upon overdue installments of interest at the rate
prescribed therefor in the Securities of such series; and in case such money
shall be insufficient to pay in full the whole amount so due and unpaid upon the
Securities of such series, then to the payment of such principal and any premium
and interest, without preference or priority of principal over interest, or of
interest over principal or premium, or of any installment of interest over any
other installment of interest, or of any Security of such series over any other
Security of such series, ratably to the aggregate of such principal and any
premium and accrued and unpaid interest; and

     

    FOURTH:  To
the payment of the remainder, if any, to the Company or any other Person
lawfully entitled thereto.

     

    SECTION
507.   Limitation on
Suits

     

    No Holder
of any Security of any series shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless:

     

    
      	
              (i)
           

            	
              such
      Holder has previously given written notice to the Trustee of a continuing
      Event of Default with respect to the Securities of that
      series;

            


    

     

    
      	
              (ii)   
       

            	
              the
      Holders of not less than 25% in principal amount of the Outstanding
      Securities of that series shall have made written request to the Trustee
      to institute proceedings in respect of such Event of Default in its own
      name as Trustee hereunder;

            


    

     

    
      	
              (iii)  
       

            	
              such
      Holder or Holders have offered to the Trustee indemnity satisfactory to
      the Trustee against the costs, expenses, and liabilities to be incurred in
      compliance with such request;

            


    

     

    
      	
              (iv)  
       

            	
              the
      Trustee for 60 days after its receipt of such notice, request, and offer
      of indemnity has failed to institute any such proceeding;
    and

            


    

     

    
      	
              (v)   
       

            	
              no
      direction inconsistent with such written request has been given to the
      Trustee during such 60-day period by the Holders of a majority in
      principal amount of the outstanding Securities of that
    series;

            


    

     

    it being
understood and intended that no one or more of such Holders shall have any right
in any manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other of such
Holders, or to obtain or to seek to obtain priority or preference over any other
of such Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all such
Holders.

     

    SECTION
508.   Unconditional Right of
Holders to Receive Principal, Premium and Interest

     

    The
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
(subject to Section 308) interest, if any, on such Security on the Stated
Maturity or Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement of
any such payment, and such rights shall not be impaired without the consent of
such Holder.

     

    SECTION
509.   Restoration of Rights and
Remedies

     

    If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case, subject to any determination in such
proceeding, the Company, the Trustee, and the Holders shall be restored
severally and respectively to their former positions hereunder, and thereafter
all rights and remedies of the Company, the Trustee, and the Holders shall
continue as though no such proceeding had been instituted.

     

    SECTION
510.   Rights and Remedies
Cumulative

     

    Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 307, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise.  The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or
remedy.

     

    SECTION
511.   Delay or Omission Not
Waiver

     

    No delay
or omission of the Trustee or of any Holder of any Securities to exercise any
right or remedy accruing upon any Event of Default shall impair any such right
or remedy, or constitute a waiver of any such Event of Default or an
acquiescence therein.  Every right and remedy given by this Article or
by law to the Trustee or to the Holders may be exercised from time to time, and
as often as may be deemed expedient by the Trustee or by the Holders, as the
case may be.

     

    SECTION
512.   Control by
Holders

     

    The
Holders of a majority in principal amount of the Outstanding Securities of any
series shall have the right to direct the time, method, and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, with respect to the Securities of such
series, provided
that:

     

    
      	
              (i)   
        

            	
              such
      direction shall not be in conflict with any rule of law or with this
      Indenture;

            


    

     

    
      	
              (ii)  
        

            	
              subject
      to provisions of Section 315 of the Trust Indenture Act, the Trustee may
      take any other action deemed proper by the Trustee that is not
      inconsistent with such direction;

            


    

     

    
      	
              (iii) 
        

            	
              the
      Trustee shall not determine that the action so directed would be
      prejudicial to Holders not taking part in such action;
  and

            


    

     

    
      	
              (iv) 
        

            	
              the
      Trustee has been furnished by such Holders an indemnity or security
      satisfactory to it against costs, expenses and liabilities which it might
      incur in connection therewith.

            


    

     

    SECTION
513.   Waiver of Past
Defaults

     

    Subject
to Sections 508 and 902, the Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities of any series may, on behalf of
the Holders of all the Securities of such series, waive any past default
hereunder with respect to such series and its consequences, except a
default

     

    
      	
              (i)   
        

            	
              in
      the payment of the principal of (or premium, if any) or interest, if any,
      on any Security of such series, or

            


    

     

    
      	
              (ii)  
        

            	
              in
      respect of a covenant or provision hereof which under Article IX cannot be
      modified or amended without the consent of the Holder of each Outstanding
      Security of such series affected.

            


    

     

    Upon any
such waiver, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this
Indenture; provided,
however, that no such
waiver shall extend to any subsequent or other default or impair any right
consequent thereon.

     

    SECTION
514.   Undertaking for
Costs

     

    All
parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant in such suit;
provided, however, that the provisions
of this Section 514 shall not apply to any suit instituted by the Trustee, to
any suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of the outstanding Securities of any series,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of or interest, if any, on any Security on or after the Stated
Maturity or Maturities expressed in such Security.

     

    ARTICLE
VI

     

    THE
TRUSTEE

     

    SECTION
601.   Certain Duties and
Responsibilities

     

    (a) Except
during the continuance of a default with respect to the Securities of any
series;

     

    
      	
              (i)   
        

            	
              the
      Trustee undertakes to perform such duties and only such duties as are
      specifically set forth in this Indenture, and no implied covenants or
      obligations shall be read into this Indenture against the Trustee;
      and

            


    

     

    
      	
              (ii)  
        

            	
              in
      the absence of bad faith or willful misconduct on its part, the Trustee
      may conclusively rely, as to the truth of the statements and the
      correctness of the opinions expressed therein, upon certificates or
      opinions furnished to the Trustee and conforming to the requirements of
      this Indenture; provided that in the
      case of any such certificates or opinions that by any provision hereof are
      specifically required to be furnished to the Trustee, the Trustee shall
      examine the same to determine whether or not they conform to the
      requirements of this Indenture, but not to verify the contents
      thereof.

            


    

     

    (b) In case a
default has occurred and is continuing, the Trustee shall exercise such of the
rights and powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of his or her own affairs.

     

    (c) No
provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act, or its
own willful misconduct, except that:

     

    
      	
              (i)
           

            	
              the
      Trustee shall not be liable for any error of judgment made in good faith
      by a Responsible Officer, unless the Trustee was negligent in ascertaining
      the pertinent facts;

            


    

     

    
      	
              (ii)  
        

            	
              no
      provision of this Indenture shall require the Trustee to spend or risk its
      own funds or otherwise incur any financial liability in the performance of
      any of its duties hereunder, or in the exercise of any of its rights or
      powers, if repayment of such funds or adequate indemnity against such risk
      or liability satisfactory to the Trustee has not been assured to it;
      and

            


    

     

    
      	
              (iii) 
        

            	
              the
      Trustee shall not be liable with respect to any action taken or omitted to
      be taken by it in good faith in accordance with the direction of the
      Holders of not less than a majority in principal amount of the Outstanding
      Securities of any series, determined as provided in Section 512, relating
      to the time, method, and place of conducting any proceeding for any remedy
      available to the Trustee, or exercising any trust or power conferred upon
      the Trustee, under this Indenture with respect to the Securities of such
      series.

            


    

     

    (d) Whether
or not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section 601.

     

    SECTION
602.   Notice of
Defaults

     

    Within 90
days after the occurrence of any default hereunder of which a Responsible
Officer of the Trustee has actual knowledge with respect to the Securities of
any series, the Trustee shall transmit by mail to all Holders of Securities of
such series notice of such default hereunder known to the Trustee, unless such
default shall have been cured or waived; provided, however, that, except in the
case of a default in the payment of the principal of (or premium, if any) or
interest, if any, on any Security of such series or in the payment, if any, of
any sinking fund installment with respect to Securities of such series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors
and/or a Responsible Officer of the Trustee in good faith determine that the
withholding of such notice is in the interest of the Holders of Securities of
such series; and provided, further, that in the case of
any default of the character specified in Section 501(iv) with respect to
Securities of such series, no such notice to Holders shall be given until at
least 30 days after the occurrence thereof.  For the purpose of this
Section 602, the term “default” means any event that
is, or after notice or lapse of time or both would become, an Event of Default
with respect to Securities of such series.

     

    SECTION
603.   Certain Rights of
Trustee

     

    Subject
to the provisions of Section 601:

     

    
      	
              (i) 
          

            	
              the
      Trustee may rely and shall be protected in acting or refraining from
      acting upon any resolution, certificate, statement, instrument, opinion,
      report, notice, request, direction, consent, order, bond, debenture, note,
      other evidence of indebtedness or other paper or document believed by it
      to be genuine and to have been signed or presented by the proper party or
      parties;

            


    

     

    
      	
              (ii)   
       

            	
              any
      request or direction of the Company mentioned herein shall be sufficiently
      evidenced by a Company Request or Company Order or as otherwise expressly
      provided herein, and any resolution of the Board of Directors may be
      sufficiently evidenced by a Board
Resolution;

            


    

     

    
      	
              (iii)  
       

            	
              whenever
      in the administration of this Indenture the Trustee shall deem it
      desirable that a matter be proved or established prior to taking,
      suffering or omitting any action hereunder, the Trustee (unless other
      evidence be herein specifically prescribed) may, in the absence of bad
      faith or willful misconduct on its part, rely upon an Officers’
      Certificate;

            


    

     

    
      	
              (iv)  
       

            	
              the
      Trustee may consult with counsel, and the written advice of such counsel
      or any Opinion of Counsel shall be full and complete authorization and
      protection in respect of any action taken, suffered or omitted by it
      hereunder in good faith and in reliance
thereon;

            


    

     

    
      	
              (v)
          

            	
              the
      Trustee shall be under no obligation to expend or risk its own funds or to
      exercise, at the request or direction of any of the Holders, any of the
      rights or powers vested in it by this Indenture pursuant to this
      Indenture, unless such Holders shall have offered to the Trustee security
      or indemnity satisfactory to the Trustee against the costs, expenses, and
      liabilities that might be incurred by it in compliance with such request
      or direction;

            


    

     

    
      	
              (vi)  
       

            	
              the
      Trustee shall not be bound to make any investigation into the facts or
      matters stated in any resolution, certificate, statement, instrument,
      opinion, report, notice, request, direction, consent, order, bond,
      debenture, note, other evidence of indebtedness or other paper or
      document; provided, however, that the
      Trustee, in its discretion, may make such further inquiry or investigation
      into such facts or matters as it may see fit, and, if the Trustee shall
      determine to make such further inquiry or investigation, it shall be
      entitled upon reasonable prior request and during normal business hours to
      examine the books, records, and premises of the Company, personally or by
      agent or attorney; and

            


    

     

    
      	
              (vii) 
       

            	
              the
      Trustee may execute any of the trusts or powers hereunder or perform any
      duties hereunder either directly or by or though agents or attorneys and
      shall not be liable for the actions or omissions of such agents appointed
      and supervised by it with due care.

            


    

     

    
      	
              (viii)  

            	
              Neither
      the Trustee nor any of its officers, directors, employees or agents shall
      be liable for any action taken or omitted under this Agreement or in
      connection therewith except to the extent caused by the Trustee’s
      negligence, bad faith or willful misconduct, as determined by a court of
      competent jurisdiction.

            


    

     

    SECTION
604.   Trustee Not Responsible for
Recitals or Issuance of Securities

     

    The
recitals contained herein and in the Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness.  The Trustee makes no representations as to the
validity or sufficiency of this Indenture or of the Securities or any offering
materials related thereto, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities,
and perform its obligations hereunder.  Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

     

    SECTION
605.   May Hold
Securities

     

    The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or
any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities and, subject to Sections 608 and 613,
may otherwise deal with the Company with the same rights it would have if it
were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
other agent.

     

    SECTION
606.   Money Held in
Trust

     

    Money
held by the Trustee in trust hereunder need not be segregated from other funds,
except to the extent required by law.  The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed with the Company.

     

    SECTION
607.   Compensation and
Reimbursement

     

    (a)           The
Company agrees:

     

    
      	
              (i)   
        

            	
              to
      pay to the Trustee from time to time such compensation as is agreed upon
      in writing;

            


    

     

    
      	
              (ii)  
        

            	
              except
      as otherwise expressly provided herein, to reimburse the Trustee upon its
      request for all reasonable expenses, disbursements, and advances incurred
      or made by the Trustee in accordance with any provision of this Indenture
      (including the reasonable compensation and the expenses and disbursements
      of its agents, and its counsel, which compensation, expenses, and
      disbursements shall be set forth in sufficient written detail to the
      satisfaction of the Company), except any such expense, disbursement or
      advance as may be attributable to its or their negligence or bad
      faith;

            


    

     

    
      	
              (iii) 
        

            	
              to
      indemnify the Trustee, its officers, directors, and employees for, and to
      hold it harmless against, any loss, liability or expense incurred without
      negligence, bad faith, or willful misconduct on its part, arising out of
      or in connection with the acceptance or administration of the trust or
      trusts hereunder, including the costs and expenses of defending itself
      against any claim or liability in connection with the exercise or
      performance of any of its powers or duties
      hereunder.  Obligations under this Section 607(iii) will survive
      the satisfaction and discharge of this Indenture pursuant to Section 401
      hereof or the earlier resignation or removal of the Trustee;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              To
      secure the Company’s payment obligations in this Section 607, the Trustee
      shall have a lien prior to the Securities on all money and property held
      or collected by the Trustee, in its capacity as Trustee, except money or
      property held in trust to pay principal of, and interest on particular
      Securities.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      obligations of the Company under this Section to compensate and indemnify
      the Trustee and to pay or reimburse the Trustee for expenses,
      disbursements and advances shall constitute additional indebtedness
      hereunder and shall survive the satisfaction and discharge of this
      Indenture or the rejection or termination of this Indenture under
      bankruptcy law.  Such additional indebtedness shall be a senior
      claim to that of the Securities upon all property and funds held or
      collected by the Trustee as such, and the Securities are hereby
      subordinated to such senior claim.  If the Trustee renders
      services and incurs expenses following an Event of Default under Section
      501(vi) hereof, the parties hereto and the Holders by their acceptance of
      the Securities hereby agree that such expenses are intended to constitute
      expenses of administration under any bankruptcy
  law.

            


    

     

    SECTION
608.   Disqualification;
Conflicting Interests

     

    If the
Trustee has or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act, the Trustee shall either eliminate such interest or resign,
to the extent and in the manner provided by, and subject to the provisions of,
the Trust Indenture Act and this Indenture.

     

    SECTION
609.   Corporate Trustee Required;
Eligibility

     

    There
shall at all times be a Trustee hereunder that shall be eligible to act as
trustee under the Trust Indenture Act and that shall have a combined capital and
surplus of at least $50,000,000.  If the Trustee does not have an
office in The City of New York, the Trustee may appoint an agent in The City of
New York reasonably acceptable to the Company to conduct any activities that the
Trustee may be required under this Indenture to conduct in The City of New
York.  If the Trustee does not have an office in The City of New York
or has not appointed an agent in The City of New York, the Trustee shall be a
participant in DTC and FAST distribution systems.  If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of a United States federal, state, territorial or District of
Columbia supervising or examining authority, then for the purposes of this
Section 609, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.  If at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section 609, the
Trustee shall resign immediately in the manner and with the effect hereinafter
specified in this Article.

     

    SECTION
610.   Resignation and Removal;
Appointment of Successor Trustee

     

    (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 611.

     

    (b) The
Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company.  If the
instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

     

    (c) The
Trustee may be removed at any time with respect to the Securities of any series
by an Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series, delivered to the Trustee and to the
Company.

     

    (d) If at any
time:

     

    
      	
              (i)  
         

            	
              the
      Trustee shall fail to comply with Section 310(b) of the Trust Indenture
      Act with respect to any series of Securities after written request by the
      Company or by any Holder who has been a bona fide Holder of a Security for
      at least six months,

            


    

     

    
      	
              (ii)     

            	
              the
      Trustee shall cease to be eligible under Section 609 and shall fail to
      resign after written request by the Company or by any such Holder,
      or

            


    

     

    
      	
              (iii) 
        

            	
              the
      Trustee shall become incapable of acting or shall be adjudged a bankrupt
      or insolvent or a receiver of the Trustee or of its property shall be
      appointed or any public officer shall take charge or control of the
      Trustee or of its property or affairs for the purpose of rehabilitation,
      conservation or liquidation,

            


    

     

    then, in
any such case, (A) the Company by a Board Resolution may remove the Trustee with
respect to all Securities, or (B) subject to Section 514, any Holder who has
been a bona fide Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees.

     

    (e)           If
the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee may
be appointed with respect to the Securities of one or more or all of such series
and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section 611.  If no successor Trustee with respect to
the Securities of any series shall have been so appointed by the Company and
accepted appointment in the manner required by Section 611, any Holder who has
been a bona fide Holder of a Security of such series for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

     

    (f)           The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series by mailing written notice
of such event by first-class mail, postage prepaid, to all Holders of Securities
of such series as their names and addresses appear in the Security
Register.  Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate
Trust Office.

     

    SECTION
611.   Acceptance of Appointment by
Successor

     

    (a) In case
of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute,
acknowledge, and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts, and duties of the retiring Trustee; provided that, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers, and trusts of the retiring Trustee and
shall duly assign, transfer, and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

     

    (b) In case
of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee, and each successor Trustee with respect to the Securities of one or
more series shall execute and deliver an indenture supplemental hereto wherein
each successor Trustee shall accept such appointment and that (i) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to,
and to vest in, each successor Trustee all the rights, powers, trusts, and
duties of the retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates, (ii) if the
retiring Trustee is not retiring with respect to all Securities, shall contain
such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts, and duties of the retiring Trustee with respect to
the Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (iii) shall
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and, upon the execution and delivery of such supplemental
indenture, the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts, and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; provided that on request of
the company or any successor trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

     

    (c) Upon
request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and conforming to such
successor Trustee all such rights, powers, and trusts referred to in paragraph
(a) or (b) of this Section 611, as the case may be.

     

    (d) No
successor Trustee shall accept its appointment unless, at the time of such
acceptance, such successor Trustee shall be qualified and eligible under this
Article.

     

    SECTION
612.   Merger, Conversion,
Consolidation or Succession to Business

     

    Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such corporation
shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto.  In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such
Securities.

     

    SECTION
613.   Preferential Collecting of
Claims Against Company

     

    (a) Subject
to Subsection (b) of this Section 613, if the Trustee shall be or shall become a
creditor, directly or indirectly, secured or unsecured, of the Company within
three months prior to a default, as defined in Subsection (c) of this Section
613, or subsequent to such a default, then, unless and until such default shall
be cured, the Trustee shall set apart and hold in a special account for the
benefit of the Trustee individually, the Holders of the Securities, and the
holders of other indenture securities, as defined in Subsection (c) of this
Section 613:

     

    
      	
              (i)   
        

            	
              an
      amount equal to any and all reductions in the amount due and owing upon
      any claim as such creditor in respect of principal or interest effected
      after the beginning of such three months’ period and valid as against the
      Company and its other creditors, except any such reduction resulting from
      the receipt or disposition of any property described in paragraph (ii) of
      this Subsection, or from the exercise of any right of set-off which the
      Trustee could have exercised if a petition in bankruptcy had been applied
      by or against the Company upon the date of such default;
    and

            


    

     

    
      	
              (ii)  
        

            	
              all
      property received by the Trustee in respect of any claims as such
      creditor, either as security therefor, or in satisfaction or composition
      thereof, or otherwise, after the beginning of such three months’ period,
      or an amount equal to the proceeds of any such property, if disposed of,
      subject, however, to the rights,
      if any, of the Company and its other creditors in such property or such
      proceeds.

            


    

     

    Nothing
herein contained, however, shall affect the right of the Trustee:

     

    
      	
              (i)   
        

            	
              to
      retain for its own account (A) payments made on account of any such claim
      by any Person (other than the Company) who is liable thereon, (B) the
      proceeds of the bona fide sale of any such claim by the Trustee to a third
      Person, and (C) distributions made in cash, securities or other property
      in respect of claims filed against the Company in bankruptcy or
      receivership or in proceedings for reorganization pursuant to the Federal
      Bankruptcy Act or applicable State
law;

            


    

     

    
      	
              (ii)  
        

            	
              to
      realize, for its own account, upon any property held by it as security for
      any such claim, if such property was so held prior to the beginning of
      such three months’ period;

            


    

     

    
      	
              (iii) 
        

            	
              to
      realize, for its own account, but only to the extent of the claim
      hereinafter mentioned, upon any property held by it as security for any
      such claim, if such claim was created after the beginning of such three
      months’ period and such property was received as security therefor
      simultaneously with the creation thereof, and if the Trustee shall sustain
      the burden of proving that at the time such property was so received the
      Trustee had no reasonable cause to believe that a default, as defined in
      Subsection (c) of this Section 613, would occur within three months;
      or

            


    

     

    
      	
              (iv) 
        

            	
              to
      receive payment on any claim referred to in paragraph (ii) or (iii),
      against the release of any property held as security for such claim as
      provided in paragraph (ii) or (iii), as the case may be, to the extent of
      the fair value of such property.

            


    

     

    For the
purposes of paragraphs (ii), (iii) and (iv), property substituted after the
beginning of such three months’ period for property held as security at the time
of such substitution shall, to the extent of the fair value of the property
released, have the same status as the property released, and, to the extent that
any claim referred to in any of such paragraphs is created in renewal of or in
substitution for or for the purpose of repaying or refunding any pre-existing
claim of the Trustee as such creditor, such claim shall have the same status as
such pre-existing claim.

     

    If the
Trustee shall be required to account for the funds and property held in such
special account, the proceeds thereof shall be apportioned among the Trustee,
the Holders, and the holders of other indenture securities in such manner that
the Trustee, the Holders, and the holders of other indenture securities realize,
as a result of payments from such special account and payments of dividends on
claims filed against the Company in bankruptcy or receivership or in proceedings
for reorganization pursuant to the Federal Bankruptcy Act or applicable State
law or winding up or administration pursuant to the insolvency laws of the
United Kingdom, as applicable, the same percentage of their respective claims,
figured before crediting to the claim of the Trustee anything on account of the
receipt by it from the Company of the funds and property in such special account
and before crediting to the respective claims of the Trustee and the Holders and
the holders of other indenture securities dividends on claims filed against the
Company in bankruptcy or receivership or in proceedings for reorganization
pursuant to the Federal Bankruptcy Act or applicable State law or winding up or
administration pursuant to the insolvency laws of the United Kingdom, as
applicable, but after crediting thereon receipts on account of the indebtedness
represented by their respective claims from all sources other than from such
dividends and from the funds and property so held in such special
account.  As used in this paragraph, with respect to any claim, the
term “dividends” shall
include any distribution with respect to such claim, in bankruptcy or
receivership or proceedings for reorganization pursuant to the Federal
Bankruptcy Act or applicable State law or winding up or administration pursuant
to the insolvency laws of the United Kingdom, as applicable, whether such
distribution is made in cash, securities or other property, but shall not
include any such distribution with respect to the secured portion, if any, of
such claim.

     

    Any
Trustee that has resigned or been removed after the beginning of such three
months’ period shall be subject to the provisions of this Subsection as though
such resignation or removal had not occurred.  If any Trustee has
resigned or been removed prior to the beginning of such three months’ period, it
shall be subject to the provisions of this Subsection if and only if the
following conditions exist:

     

    
      	
              (i) 
          

            	
              the
      receipt of property or reduction of claim, which would have given rise to
      the obligation to account, if such Trustee had continued as Trustee,
      occurred after the beginning of such three months’ period;
    and

            


    

     

    
      	
              (ii)
          

            	
              such
      receipt of property or reduction of claim occurred within three months
      after such resignation or removal.

            


    

     

    (b) There
shall be excluded from the operation of Subsection (a) of this Section 613 a
creditor relationship arising from:

     

    
      	
              (i)    
       

            	
              the
      ownership or acquisition of securities issued under any indenture, or any
      security or securities having a maturity of one year or more at the time
      of acquisition by the Trustee;

            


    

     

    
      	
              (ii)   
       

            	
              advances
      authorized by a receivership or bankruptcy court of competent jurisdiction
      or by this Indenture, for the purpose of preserving any property that
      shall at any time be subject to the lien of this Indenture or of
      discharging tax liens or other prior liens or encumbrances thereon, if
      notice of such advances and of the circumstances surrounding the making
      thereof is given to the Holders at the time and in the manner provided in
      this Indenture;

            


    

     

    
      	
              (iii)  
       

            	
              disbursements
      made in the ordinary course of business in the capacity of trustee under
      an indenture, transfer agent, registrar, custodian, paying agent, fiscal
      agent or depository, or other similar
capacity;

            


    

     

    
      	
              (iv)  
       

            	
              an
      indebtedness created as a result of services rendered or premises rented;
      or an indebtedness created as a result of goods or securities sold in a
      cash transaction, as defined in Subsection (c) of this Section
      613;

            


    

     

    
      	
              (v)   
       

            	
              the
      ownership of stock or of other securities of a corporation organized under
      the provisions of Section 25(a) of the Federal Reserve Act, as amended,
      that is directly or indirectly a creditor of the Company;
    and

            


    

     

    
      	
              (vi)  
       

            	
              the
      acquisition, ownership, acceptance or negotiation of any drafts, bills of
      exchange, acceptances or obligations that fall within the classification
      of self-liquidating paper, as defined in Subsection (c) of this Section
      613.

            


    

     

    (c)           For
the purposes of this Section 613 only:

     

    
      	
              (i)    
       

            	
              the
      term “default”
      means any failure to make payment in full of the principal of or interest
      on any of the Securities or upon the other indenture securities when and
      as such principal or interest becomes due and
  payable;

            


    

     

    
      	
              (ii)
          

            	
              the
      term “other indenture
      securities” means securities upon which the Company is an obligor
      (as defined in the Trust Indenture Act) outstanding under any other
      indenture (A) under which the Trustee is also trustee, (B) that contains
      provisions substantially similar to the provisions of this Section 613,
      and (C) under which a default exists at the time of the apportionment of
      the funds and property held in such special
  account;

            


    

     

    
      	
              (iii)  
       

            	
              the
      term “cash
      transaction” means any transaction in which full payment for goods
      or securities sold is made within seven days after delivery of the goods
      or securities in currency or in checks or other orders drawn upon banks or
      bankers and payable upon demand;

            


    

     

    
      	
              (iv)  
       

            	
              the
      term “self-liquidating
      paper” means any draft, bill of exchange, acceptance or obligation
      that is made, drawn, negotiated or incurred by the Company for the purpose
      of financing the purchase, processing, manufacturing, shipment, storage or
      sale of goods, wares or merchandise and that is secured by documents
      evidencing title to, possession of, or a lien upon, the goods, wares or
      merchandise or the receivables or proceeds arising from the sale of the
      goods, wares or merchandise previously constituting the security, provided
      the security is received by the Trustee simultaneously with the creation
      of the creditor relationship with the Company arising from the making,
      drawing, negotiating or incurring of the draft, bill of exchange,
      acceptance or obligation;

            


    

     

    
      	
              (v)   
       

            	
              the
      term “Company”
      means any obligor upon the Securities;
and

            


    

     

    
      	
              (vi)  
       

            	
              the
      term “Federal Bankruptcy
      Act” means the Bankruptcy Code or Title 11 of the United States
      Code.

            


    

     

    SECTION
614.   Authenticating
Agents

     

    From time
to time the Trustee, with the prior written approval of the Company, may appoint
one or more Authenticating Agents with respect to one or more series of
Securities with power to act on the Trustee’s behalf and subject to its
direction in the authentication and delivery of Securities of such series, or in
connection with transfers and exchanges under Sections 304, 305, 306 and 1104,
as fully to all intents and purposes as though the Authenticating Agent had been
expressly authorized by those Sections of this Indenture to authenticate and
deliver Securities of such series.  For all purposes of this
Indenture, the authentication and delivery of Securities by an Authenticating
Agent pursuant to this Section 614 shall be deemed to be authentication and
delivery of such Securities “by the
Trustee.”  Each such Authenticating Agent shall be acceptable
to the Company and shall at all times be a corporation organized and doing
business under the laws of the United States, any State thereof or the District
of Columbia, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least $50,000,000, and subject to
supervision or examination by Federal, State or District of Columbia
authority.  If such corporation publishes reports of condition at
least annually pursuant to law or the requirements of such authority, then for
the purposes of this Section 614 the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.  If at any time
an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 614, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section
614.

     

    Any
corporation into which any Authenticating Agent may be merged or with which it
may be consolidated, or any corporation resulting from any merger or
consolidation or to which any Authenticating Agent shall be a party, or any
corporation succeeding to the corporate trust business of any Authenticating
Agent, shall be the successor of the Authenticating Agent hereunder, if such
successor corporation is otherwise eligible under this Section 614, without the
execution or filing of any paper or any further act on the part of the parties
hereto or the Authenticating Agent or such successor corporation.

     

    An
Authenticating Agent may resign at any time by giving written notice of
resignation to the Trustee and to the Company.  The Trustee may at any
time terminate the agency of any Authenticating Agent by giving written notice
of termination to such Authenticating Agent and to the Company.  Upon
receiving such a notice of resignation or upon such a termination, or in the
case at any time any Authenticating Agent shall cease to be eligible under this
Section 614, the Trustee may appoint a successor Authenticating Agent with the
prior written approval of the Company and shall mail notice of such appointment
to all Holders of Securities of the series with respect to which such
Authenticating Agent will serve, as the names and addresses of such Holders
appear on the Security Register.  Any successor Authenticating Agent,
upon acceptance of its appointment hereunder, shall become vested with all the
rights, powers, and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent.  No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section 614.

     

    The
Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section 614 as may be agreed in a
separate writing among the Company, the Trustee, and such Authenticating Agent,
and the Trustee shall be entitled to be reimbursed for such payments pursuant to
Section 607.

     

    If an
appointment with respect to one or more series of Securities is made pursuant to
this Section 614, the Securities of such series may have endorsed thereon, in
addition to the Trustee’s certificate of authentication, an alternate
certificate of authentication in the form set forth in Section 205.

     

    SECTION
615.   The Principal Paying Agent,
the Paying and Transfer Agent and Transfer Agent

     

    The
Principal Paying Agent, the Paying and Transfer Agent and Transfer Agent shall
be afforded the same rights, protections, immunities and indemnities as the
Trustee is afforded hereto.

     

    ARTICLE
VII

     

    HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND COMPANY

     

    SECTION
701.   Company to Furnish Trustee
Names and Addresses of Holders

     

    The
Company will furnish or cause to be furnished to the Trustee with respect to the
Registered Securities of each series:

     

    
      	
              (i)  
         

            	
              semi-annually,
      not later than 15 days after each Regular Record Date, or, in the case of
      any series of Registered Securities on which semi-annual interest is not
      payable, not more than 15 days after such semi-annual dates as may be
      specified by the trustee, a list, in such form as the Trustee may
      reasonably require, of the names and addresses of the Holders as of such
      Regular Record Date or semi-annual date, as the case may be;
      and

            


    

     

    
      	
              (ii)     
      

            	
              at
      such other times as the Trustee may request in writing, within 30 days
      after the receipt by the Company of any such request, a list of similar
      form and content as of a date not more than 15 days prior to the time such
      list is furnished;

            


    

     

    provided, however, that if and so long
as the Trustee is the Security Registrar for any series of Registered
Securities, no such list shall be required to be furnished with respect to any
such series.

     

    SECTION
702.   Preservation of Information;
Communications to Holders

     

    (a) The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to
the Trustee as provided in Section 701 and the names and addresses of Holders
received by the Trustee in its capacity as Security Registrar.  The
Trustee may destroy any list furnished to it as provided in Section 701 upon
receipt of a new list so furnished.

     

    (b) If three
or more Holders (herein referred to as “applicants”) apply in writing
to the Trustee and furnish to the Trustee reasonable proof that each such
applicant has owned a Security for a period of at least six months preceding the
date of such application, and such application states that the applicants desire
to communicate with other Holders with respect to their rights under this
Indenture or under the Securities and is accompanied by a copy of the form of
proxy or other communication which such applicants propose to transmit, then the
Trustee shall, within five Business Days after the receipt of such application,
at its election, either:

     

    
      	
              (i)   
        

            	
              afford
      such applicants access to the information preserved at the time by the
      Trustee in accordance with Section 702(a);
or

            


    

     

    
      	
              (ii)  
        

            	
              inform
      such applicants as to the approximate number of Holders whose names and
      addresses appear in the information preserved at the time by the Trustee
      in accordance with Section 702(a), and as to the approximate cost of
      mailing to such Holders the form of proxy or other communication, if any,
      specified in such application.

            


    

     

    If the
Trustee shall elect not to afford such applicants access to such information,
the Trustee shall, upon the written request of such applicants, mail to each
Holder whose name and address appear in the information preserved at the time by
the Trustee in accordance with Section 702(a), a copy of the form of proxy or
other communication that is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five days after such tender the Trustee shall mail to such
applicants a written statement to the effect that, in the opinion of the
Trustee, such mailing would be contrary to the best interest of the Holders or
would be in violation of applicable law.  Such written statement shall
specify the basis of such opinion.

     

    (c) Every
Holder of Securities, by receiving and holding the same, agrees with the Company
and the Trustee that neither the Company nor the Trustee nor any agent of either
of them shall be held accountable, by reason of the disclosure of any such
information as to the names and addresses of the Holders in accordance with
Section 702(b), regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under Section 702(b).

     

    SECTION
703.   Reports by
Trustee

     

    (a) Within 60
days after May 15 of each year, commencing May 15, 2002, the Trustee shall
transmit by mail to Holders of Securities a brief report dated as of such May 15
of such year with respect to any of the following events which may have occurred
within the previous 12 months (but if no such event has occurred within such
period no report need be transmitted):

     

    
      	
              (i)    
       

            	
              any
      change to its eligibility under Section 609 and its qualifications under
      Section 608;

            


    

     

    
      	
              (ii)   
       

            	
              the
      creation of or any material change to a relationship specified in Section
      608;

            


    

     

    
      	
              (iii)    

            	
              the
      character and amount of any advances (and if the Trustee elects so to
      state, the circumstances surrounding the making thereof) made by the
      Trustee (as such) that remain unpaid on the date of such report, and for
      the reimbursement of which it claims or may claim a lien or charge, prior
      to that of the Securities, on any property or funds held or collected by
      it as Trustee, except that the Trustee shall not be required (but may
      elect) to report such advances if such advances so remaining unpaid
      aggregate not more than one-half of one percent of the principal amount of
      the Securities outstanding on the date of such
  report;

            


    

     

    
      	
              (iv)    

            	
              any
      change to the amount, interest rate and maturity date of all other
      indebtedness owing by the Company (or by any other obligor on the
      Securities) to the Trustee in its individual capacity, on the date of such
      report, with a brief description of any property held as collateral
      security therefor, except an indebtedness based upon a creditor
      relationship arising in any manner described in Sections 613(b)(ii),
      (iii), (iv) or (vi);

            


    

     

    
      	
              (v)   
       

            	
              any
      change to the property and funds, if any, physically in the possession of
      the Trustee as such on the date of such
report;

            


    

     

    
      	
              (vi) 
        

            	
              any
      additional issue of Securities that the Trustee has not previously
      reported; and

            


    

     

    
      	
              (vii)
        

            	
              any
      action taken by the Trustee in the performance of its duties hereunder
      that it has not previously reported and that in its opinion materially
      affects the Securities, except action in respect of a default, notice of
      which has been or is to be withheld by the Trustee in accordance with
      Section 602.

            


    

     

    (b)           The
Trustee shall transmit by mail to all Holders of Securities a brief report with
respect to the character and amount of any advances (and if the Trustee elects
so to state, the circumstances surrounding the making thereof) made by the
Trustee (as such) since the date of the last report transmitted pursuant to
Subsection (a) of this Section 703 (or if no such report has yet been so
transmitted, since the date of execution of this instrument) for the
reimbursement of which it claims or may claim a lien or charge, prior to that of
the Securities, on property or funds held or collected by it as Trustee and
which it has not previously reported pursuant to this Subsection, except that
the Trustee shall not be required (but may elect) to report such advances if
such advances remaining unpaid at any time aggregate 10% or less of the
principal amount of the Securities outstanding at such time, such report to be
transmitted within 90 days after such time.

     

    (c)           A
copy of each such report shall, at the time of such transmission to Holders, be
filed by the Trustee with each U.S. stock exchange upon which any Securities are
listed, if any, and with the Company.  The Company will notify the
Trustee when any Securities are listed on any U.S. stock exchange.

     

    ARTICLE
VIII

     

    CONSOLIDATION,
MERGER, CONVEYANCE, SALE OR LEASE

     

    SECTION
801.   Company May Consolidate
Etc., Only on Certain Terms

     

    Nothing
contained in this Indenture shall prevent the Company from consolidating with or
merging into another corporation or conveying, transferring or leasing its
properties and assets substantially as an entirety to any Person; provided that (i) the
successor entity assumes the Company’s applicable obligations on the Securities
and (ii) immediately after giving effect to such transaction, no Event of
Default and no event that, after notice or lapse of time or both, would become
an Event of Default, shall have happened and be continuing.  In
addition, the Company may assign and delegate all of its rights and obligations
under this Indenture, the Securities, any supplemental indenture relating to the
Securities, the Deposit Agreement and all other documents, agreements, and
instruments related thereto to any Person that owns all of the ordinary shares
of the Company or to any Person that owns all of the ordinary shares of a Person
that owns all of the ordinary shares of the Company, and upon any such Person
assuming such rights and obligations, the Company shall be automatically
released from such obligations; provided that immediately
after giving effect to such transaction no Event of Default and no event that,
after notice or lapse of time or both, would become an Event of Default shall
have happened and be continuing.

     

    In the
event that any such successor entity is organized under the laws of a country
located outside of the United Kingdom and withholding or deduction is required
by law for or on account of any present or future taxes, duties, assessments or
governmental charges of whatever nature imposed, levied, collected, withheld or
assessed by or within such country in which the successor entity is organized or
by or within any political subdivision thereof or any authority therein thereof
having power to tax, the successor entity shall pay to the relevant Holder of
the Global Securities or to the relevant Holders of the definitive Registered
Securities, as the case may be, such Additional Amounts, under the same
circumstances and subject to the same limitations as are specified for “United Kingdom Taxes,” as is
set forth under Section 1009 herein, but substituting for the United Kingdom in
each place the name of the country under the laws of which such successor entity
is organized.  In addition, such successor entity shall be entitled to
effect optional tax redemptions under the same circumstances and subject to the
same limitations as are set forth under Section 1108 herein, but substituting
for the United Kingdom in each place the name of the country under the laws of
which such successor entity is organized.

     

    SECTION
802.   Successor Corporation to be
Substituted

     

    Upon any
consolidation by the Company with or merger by the Company into any other
corporation or any conveyance, transfer or lease of the properties and assets of
the Company substantially as an entirety in accordance with Section 801, the
successor corporation formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor corporation had
been named as the Company herein, and thereafter the predecessor corporation
shall be relieved of all obligations and covenants under this Indenture and the
Securities.

     

    ARTICLE
IX

     

    SUPPLEMENTAL
INDENTURES

     

    SECTION
901.   Supplemental Indentures
without Consent of Holders

     

    Without
the consent of any Holders, the Company and the Trustee, at any time and from
time to time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

     

    
      	
              (i)   
        

            	
              to
      evidence the succession of another corporation to the Company and the
      assumption by any such successor of the covenants of the Company herein
      and in the Securities;

            


    

     

    
      	
              (ii)  
        

            	
              to
      add to the covenants of the Company for the benefit of the Holders of all
      or any series of Securities (and if such covenants are to be for the
      benefit of less than all series of Securities, stating that such covenants
      are expressly being included solely for the benefit of such series) or to
      surrender any right or power herein conferred upon the
      Company;

            


    

     

    
      	
              (iii) 
        

            	
              to
      add any additional Events of Default (and if such Events of Default are to
      be for the benefit of less than all series of Securities, stating that
      such Events of Default are expressly being included solely for the benefit
      of such series);

            


    

     

    
      	
              (iv)
         

            	
              to
      add or to change any of the provisions of this Indenture to such extent as
      shall be necessary to permit or facilitate the issuance of securities in
      bearer form, registrable or not registrable as to principal, and with or
      without interest coupons, or to facilitate the issuance of Securities in
      uncertificated form, or to permit or facilitate the issuance of extendible
      Securities;

            


    

     

    
      	
              (v)     

               

               

            	
              to
      change or eliminate any of the provisions of this Indenture, provided that any such
      change or elimination shall become effective only as to the Securities of
      any series created by such supplemental indenture and Securities of any
      series subsequently created to which such change or elimination is made
      applicable by the subsequent supplemental indenture creating such
      series;

            


    

     

    
      	
              (vi)
         

            	
              to
      secure the Securities;

            


    

     

    
      	
              (vii)
        

            	
              to
      establish the form or terms of Securities of any series as permitted by
      Sections 201 and 301;

            


    

     

    
      	
              (viii)  

            	
              to
      evidence and provide for the acceptance of appointment hereunder by a
      successor Trustee with respect to the Securities of one or more series and
      to add to or change any of the provisions of this Indenture as shall be
      necessary to provide for or facilitate the administration of the trusts
      hereunder by more than one Trustee, pursuant to the requirements of
      Section 611(b);

            


    

     

    
      	
              (ix) 
        

            	
              to
      provide for any rights of the Holders of Securities of any series to
      require the repurchase of Securities of such series by the
      Company;

            


    

     

    
      	
              (x) 
         

            	
              to
      cure any ambiguity, to correct or supplement any provision herein that may
      be inconsistent with any other provision herein to evidence the merger of
      the Company or the replacement of the Trustee, or to make any other
      provisions with respect to matters or questions arising under this
      Indenture, provided that such
      action shall not materially and adversely affect the interests of the
      Holders of Securities of any series;
or

            


    

     

    
      	
              (xi) 
        

            	
              to
      modify, alter, amend or supplement this Indenture in any other respect
      that is not materially adverse to Holders, that does not involve a change
      described in clauses (i), (ii) or (iii) of Section 902 hereof, and that,
      in the reasonable
      judgment of the Trustee, is not to the prejudice of the Trustee, or in
      order to provide for the duties, responsibilities and compensation of the
      Trustee as a transfer agent in the event one registered Security of any
      series is issued in the aggregate principal amount of all outstanding
      Securities of such series in which Holders will hold an
      interest.

            


    

     

    SECTION
902.   Supplemental Indentures with
Consent of Holders

     

    With the
consent of the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all series affected by such supplemental indenture
(voting as one class), by an Act of said Holders delivered to the Company and
the Trustee, the Company, when authorized by or pursuant to a Board Resolution,
and the Trustee may enter into an indenture or indentures supplemental hereto
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this indenture or of modifying in any
manner the rights of the Holders of Securities of such series under this
Indenture; provided,
however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby;

     

    
      	
              (i)   
        

            	
              change
      the Stated Maturity of the principal of, or any installment of principal
      of or interest, if any, on, any Security, or reduce the principal amount
      thereof or the rate of interest thereon (including Additional Amounts) or
      any premium payable upon the redemption thereof, or reduce the amount of
      the principal of an Original Issue Discount Security that would be due and
      payable upon a declaration of acceleration of the Maturity thereof
      pursuant to Section 502, or change any Place of Payment where, or the coin
      or currency in which, any Security or any premium or the interest thereon
      is payable, or impair the right to institute suit for the enforcement of
      any such payment on or after the Stated Maturity thereof (or, in the case
      of redemption, on or after the Redemption
Date);

            


    

     

    
      	
              (ii)  
        

            	
              reduce
      the percentage in principal amount of the Outstanding Securities of any
      series, the consent of whose Holders is required for any such supplemental
      indenture, or the consent of whose Holders is required for any waiver of
      compliance with certain provisions of this Indenture or certain defaults
      hereunder and their consequences provided for in this Indenture;
      or

            


    

     

    
      	
              (iii)  
       

            	
              modify
      any of the provisions of this Section 902 or Section 513, except to
      increase any such percentage or to provide that certain other provisions
      of this Indenture cannot be modified or waived without the consent of the
      Holder of each Outstanding Security affected thereby; provided, however, that this
      clause shall not be deemed to require the consent of any Holder with
      respect to changes in the references to “the Trustee” and
      concomitant changes in this Section 902, or the deletion of this proviso,
      in accordance with the requirements of Sections 611(b) and
      901(viii).

            


    

     

    A
supplemental indenture that changes or eliminates any covenant or other
provision of this Indenture that has expressly been included solely for the
benefit of one or more particular series of Securities, or that modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect their rights under this
Indenture of the Holders of Securities of any other series.

     

    It shall
not be necessary for any Act of Holders under this Section 902 to approve the
particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof.

     

    SECTION
903.   Execution of Supplemental
Indentures

     

    In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 601) shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture.  The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee’s own rights, duties or immunities under this Indenture or
otherwise.

     

    SECTION
904.   Effect of Supplemental
Indentures

     

    Upon the
execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form
a part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

     

    SECTION
905.   Conformity with Trust
Indenture Act

     

    Every
supplemental indenture executed pursuant to this Article shall, if so required
by the Trust Indenture Act, conform to the requirements of the Trust Indenture
Act as then in effect.

     

    SECTION
906.   Reference in Securities to
Supplemental Indentures

     

    Securities
of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture.  If the Company shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

     

    ARTICLE
X

     

    COVENANTS

     

    SECTION
1001.   Payment of Principal,
Premium, if any, and Interest

     

    The
Company covenants and agrees for the benefit of each series of Securities that
it will duly and punctually pay the principal of (and premium, if any) and
interest and Additional Amounts, if any, on the Securities of that series in
accordance with the terms of the Securities and this Indenture.  An
installment of principal of or interest on the Securities of a series shall be
considered paid on the date it is due if the Trustee or Paying Agent holds at
11:00 a.m., New York City time, on that date money deposited by the Company
in immediately available funds and designated for, and sufficient to pay, the
installment in full.

     

    Neither
the Company nor any agent of the Company will have any responsibility or
liability for any aspect relating to payment made or to be made by the
Book-Entry Depositary to DTC in respect of the Securities of a series or the
Book-Entry Interests.  None of the Company, the Trustee, the
Book-Entry Depositary or any agent of any of the foregoing will have any
responsibility or liability for any aspect relating to payments made or to be
made by DTC on account of a Participant’s or Indirect Participant’s ownership of
an interest in the Book-Entry Interest or for maintaining, supervising or
reviewing any records relating to a Participant’s interests in the Book-Entry
Interest.

     

    SECTION
1002.   Maintenance of Office or
Agency

     

    The
Company will maintain (i) in the Borough of Manhattan, The City of New York, an
office or agency where Securities of any series may be presented or surrendered
for payment, and where notices and demands to or upon the Company in respect of
the Securities of such series and this Indenture may be served and if definitive
Registered Securities have been issued, an office or agency of a Transfer Agent
where securities may be surrendered for registration of transfer or exchange,
and (ii) an office or agency of a Paying Agent where the Securities may be paid
in Luxembourg so long as the Securities are listed on the Luxembourg Stock
Exchange and the rules of such exchange so require.  The Company will
give prompt written notice to the Trustee of the location, and any change in the
location, of any such office or agency.  If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices, and demands may be made or served at the Corporate Trust Office of the
Trustee, except that Bearer Securities of that series pursuant to Section 1001
may be presented at the place specified for the purpose pursuant to Section 301,
and the Company hereby appoints the Paying Agent as its agent to receive all
such presentations, surrenders, notices, and demands.

     

    The
Company may also from time to time designate one or more other offices or
agencies (in or outside of such Place of Payment) where the Securities of one or
more series and any appurtenant coupons (subject to Section 1001) may be
presented or surrendered for any or all of such purposes, and may from time to
time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in each Place of Payment for any
series of Securities for such purposes.  The Company will give prompt
written notice to the Trustee of any such designation and any change in the
location of any such other office or agency.  The Company will at all
time maintain at least one Paying Agent that is located outside the United
Kingdom for each series of Securities.

     

    SECTION
1003.   Money for Securities
Payments to Be Held in Trust

     

    If the
Company shall at any time act as its own Paying Agent with respect to any series
of Securities, it will, on or before each due date of the principal of (and
premium, if any) or interest, if any, on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal (and premium, if any) or interest, if any,
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure so to act.

     

    Whenever
the Company shall have one or more Paying Agents for any series of Securities,
it will, no later than 10:00 a.m., New York Time, on or prior to each due date
of the principal of (and premium, if any) or interest, if any, on any Securities
of that series, deposit with a Paying Agent a sum in immediately available funds
sufficient to pay the principal (and premium, if any) or interest so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to
such principal, premium or interest.

     

    The
Company will cause each Paying Agent for any series of Securities other than the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section
1003, that such Paying Agent will:

     

    
      	
              (i)    
       

            	
              hold
      all sums held by it for the payment of the principal of (and premium, if
      any) or interest, if any, on Securities of that series in trust for the
      benefit of the Persons entitled thereto until such sums shall be paid to
      such Persons or otherwise disposed of as herein
  provided;

            


    

     

    
      	
              (ii)   
       

            	
              give
      the Trustee notice of any default by the Company (or any other obligor
      upon the Securities of that series) in the making of any payment of
      principal (and premium, if any) or interest, if any, on the Securities of
      that series; and

            


    

     

    
      	
              (iii)  
       

            	
              at
      any time during the continuance of any such default, upon the written
      request of the Trustee, forthwith pay to the Trustee all sums so held in
      trust by such Paying Agent.

            


    

     

    The
Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by the
Company or such Paying Agent, such sums to be held by the Trustee upon the same
trusts as those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by the Company or by any Paying Agent to the
Trustee, the Company or such Paying Agent, as the case may be, shall be released
from all further liability with respect to such money.

     

    Any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium, if any) or interest, if
any, on any Security of any series and remaining unclaimed for two years after
such principal (and premium, if any) or interest has become due and payable
shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease.

     

    SECTION
1004.   Limitation on
Liens

     

    If this
covenant shall be made applicable to the Securities of a particular series, the
Company shall not issue, assume or guarantee any notes, bonds, debentures or
other similar evidences of indebtedness of a kind typically traded on a stock
exchange, in each case for money borrowed (“Debt”), secured by a Lien upon any
property or assets (other than cash) without effectively providing that the
outstanding Securities (together with, if the Company so determines, any other
indebtedness or obligation then existing or thereafter created ranking equally
with such Securities) shall be secured equally and ratably with (or prior to)
such Debt so long as such Debt shall be so secured.  The foregoing
restriction on Liens will not, however, apply to:

     

    
      	
              (i)    
       

            	
              Liens
      in existence on the date of original issue of such
    Securities;

            


    

     

    
      	
              (ii)  
        

            	
              (A)
      any Lien created or arising over any property which is acquired,
      constructed or created by the Company, but only if (1) such Lien secures
      only principal amounts (not exceeding the cost of such acquisition,
      construction or creation) raised for the purposes of such acquisition,
      construction or creation, together with any costs, expenses, interest and
      fees incurred in relation thereto or a guarantee given in respect thereof,
      (2) such Lien is created or arises on or before 90 days after the
      completion of such acquisition, construction or creation, and (3) such
      Lien is confined solely to the property so acquired, constructed or
      created; or (B) any Lien to secure indebtedness for borrowed money
      incurred in connection with a specifically identifiable project where the
      Lien relates to a property (including, without limitation, shares or other
      rights of ownership in the entity(ies) which own such property or project)
      involved in such project and acquired by the Company after the date of
      original issue of the Securities and the recourse of the creditors in
      respect of  such indebtedness is limited to any or all of such
      project and property (including as
aforesaid);

            


    

     

    
      	
              (iii) 
        

            	
              any
      Lien securing amounts not more than 90 days overdue or otherwise being
      contested in good faith;

            


    

     

    
      
        	
                (iv)    

              	
                (A)
      rights of financial institutions to offset credit balances in connection
      with the operation of cash management programs established for the benefit
      of the Company or in connection with the issuance of letters of credit for
      the benefit of the Company; (B) any Lien securing indebtedness of the
      Company for borrowed money incurred in connection with the financing of
      accounts receivable; (C) any Lien incurred or deposits made in the
      ordinary course of business, including, but not limited to, (1) any
      mechanics’, materialmens’, carriers’, workmens’, vendors’ or other like
      Liens and (2) any Liens securing amounts in connection with workers’
      compensation, unemployment insurance, and other types of social security;
      (D) any Lien upon specific items of inventory or other goods and proceeds
      of the Company securing obligations of the Company in respect of bankers’
      acceptances issued or created for the account of such person to facilitate
      the purchase, shipment or storage of such inventory or other goods; (E)
      any Lien incurred or deposits made securing the performance of tenders,
      bids, leases, trade contracts (other than for borrowed money), statutory
      obligations, surety bonds, appeal bonds, government contracts, performance
      bonds, return-of-money bonds, and other obligations of like nature
      incurred in the ordinary course of business; (F) any Lien created by the
      Company under or in connection with or arising out of any pooling and
      settlement agreements or pooling and settlement arrangements of the
      electricity industry or any transactions or arrangements entered into in
      connection with hedging or management of risks relating to the electricity
      industry; (G) any Lien constituted by a right of set off or right over a
      margin call account or any form of cash or cash collateral or any similar
      arrangement for obligations incurred in respect of the hedging or
      management of risks under transactions involving any currency or interest
      rate swap, cap or collar arrangements, forward exchange transaction,
      option, warrant, forward rate agreement, futures contract or other
      derivative instrument of any kind; (H) any Lien arising out of title
      retention or like provisions in connection with the purchase of goods and
      equipment in the ordinary course of business; and (I) any Lien securing
      reimbursement obligations under letters of credit, guaranties and other
      forms of credit enhancement given in connection with the purchase of goods
      and equipment in the ordinary course of
  business;

              


      

       

    

    
      	
              (v)  
        

            	
              Liens
      in favor of the Company or one of its
  subsidiaries;

            


    

     

    
      	
              (vi) 
        

            	
              (A)
      Liens on any property or assets acquired from a corporation which is
      merged with or into the Company, or any Liens on the property or assets of
      any corporation or other entity existing at the time such corporation or
      other entity becomes a Subsidiary of the Company and, in either such case,
      is not created in anticipation of any such transaction (unless such Lien
      is created to secure or provide for the payment of any part of the
      purchase price of such corporation); (B) any Lien on any property or
      assets existing at the time of acquisition thereof and which is not
      created in anticipation of such acquisition (unless such Lien was created
      to secure or provide for the payment of any part of the purchase price of
      such property or assets); and (C) any Lien created or outstanding on or
      over any asset of any company which becomes a Subsidiary on or after the
      date of the issuance of such Securities where such Lien is created prior
      to the date on which such company becomes a
  Subsidiary;

            


    

     

    
      	
              (vii) 
       

            	
              Liens
      required by any contract or statute in order to permit the Company to
      perform any contract or subcontract made by it with or at the request of a
      governmental entity or any department, agency or instrumentality thereof,
      or to secure partial, progress, advance or any other payments by the
      Company to such governmental unit pursuant to the provisions of any
      contract or statute; (B) any Lien securing industrial revenue, development
      or similar bonds issued by or for the benefit of the Company, provided that such
      industrial revenue, development or similar bonds are non-recourse to the
      Company; and (C) any Lien securing taxes or assessments or other
      applicable governmental charges or
levies;

            


    

     

    
      	
              (viii)  

            	
              (A)
      any Lien which arises pursuant to any order of attachment, distraint or
      similar legal process arising in connection with court proceedings and any
      Lien which secures the reimbursement obligation for any bond obtained in
      connection with an appeal taken in any court proceeding, so long as the
      execution or other enforcement of such Lien arising pursuant to such legal
      process is effectively stayed and the claims secured thereby are being
      contested in good faith and, if appropriate, by appropriate legal
      proceedings, or any Lien in favor of a plaintiff or defendant in any
      action before a court or tribunal as security for costs and/or other
      expenses; or (B) any Lien arising by operation of law or by order of a
      court or tribunal or any Lien arising by an agreement of similar effect,
      including, without limitation, judgment Liens;
  or

            


    

     

    
      	
              (ix)  

            	
              any
      extension, renewal or replacement (or successive extensions, renewals or
      replacements), as a whole or in part, of any Liens referred to in the
      foregoing clauses, for amounts not exceeding the principal amount of the
      Debt secured by the Lien so extended, renewed or replaced, provided that such
      extension, renewal or replacement Lien is limited to all or a part of the
      same property or assets that were covered by the Lien extended, renewed or
      replaced (plus improvements on such property or
  assets).

            


    

     

    Notwithstanding
the foregoing, the Company may create or permit to subsist Liens over any
property or assets, so long as the aggregate amount of Debt secured by all such
Liens (excluding therefrom the amount of Debt secured by Liens set forth in
clauses (i) through (ix), inclusive, above) does not exceed 10% of the
Consolidated Net Tangible Assets.

     

    Nothing
contained in this Indenture in any way restricts or prevents the Company or any
Subsidiary from incurring any indebtedness.

     

    SECTION
1005.   Limitation on Sale and
Lease-Back Transactions

     

    If this
covenant shall be made applicable to the Securities of a particular series, the
Company covenants and agrees that, so long as any Securities of such series
remain outstanding, it will not enter into any arrangement with any Person
providing for the leasing by the Company of any assets which have been or are to
be sold or transferred by the Company to such Person (a “Sale and Lease-Back
Transaction”) unless:

     

    
      	
              (i)    
       

            	
              such
      transaction involves a lease for a temporary period not to exceed three
      years;

            


    

     

    
      	
              (ii)   
       

            	
              such
      transaction is between the Company and a subsidiary or affiliate of the
      Company;

            


    

     

    
      	
              (iii)  
       

            	
              the
      Company would be entitled to incur indebtedness secured by a Lien on the
      assets or property involved in such transaction at least equal in amount
      to the attributable debt with respect to such Sale and Lease-Back
      Transaction, without equally and ratably securing the Securities, pursuant
      to the limitation on Liens described above, other than pursuant to the
      penultimate paragraph thereof;

            


    

     

    
      	
              (iv) 
        

            	
              such
      transaction is entered into within 60 days after the initial acquisition
      by the Company of the assets or property subject to such
      transaction;

            


    

     

    
      	
              (v)  
        

            	
              after
      giving effect thereto, the aggregate amount of all attributable debt with
      respect to all such Sale and Lease-Back Transactions does not exceed 10%
      of the Consolidated Net Tangible Assets;
or

            


    

     

    
      	
              (vi) 
        

            	
              the
      Company, within the 12 months preceding the sale or transfer or the 12
      months following the sale or transfer, regardless of whether such sale or
      transfer may have been made by the Company, applies, in the case of a sale
      or transfer for cash, an amount equal to the net proceeds thereof, and, in
      the case of a sale or transfer otherwise than for cash, an amount equal to
      the fair value of the assets so leased at the time of entering into such
      arrangement (as determined by the Board of Directors of the Company), (A)
      to the retirement of indebtedness for money borrowed, incurred or assumed
      by the Company which by its terms matures at, or is extendible or
      renewable at the option of the obligor to, a date more than 12 months
      after the date of incurring, assuming or guaranteeing such debt, or (B) to
      investment in any assets of the
Company.

            


    

     

    SECTION
1006.   Statement by Officers as to
Default

     

    The
Company will deliver to the Trustee within 120 days after the end of each fiscal
year of the Company a certificate from the principal executive, financial or
accounting officer of the Company, stating that in the course of the performance
by each signer of his or her duties as an officer of the Company he or she would
normally have knowledge of any default by the Company in the performance and
observance of any of the covenants contained in this Indenture, stating whether
or not he or she has knowledge of any such default without regard to any period
of grace of requirement of notice and, if so, specifying each such default of
which such signer has knowledge and the nature thereof.

     

    SECTION
1007.   Modification or Waiver of
Certain Covenants

     

    The
Company may omit in any particular instance to comply with any term, provision
or condition set forth in this Indenture with respect to the Securities of a
series if, before the time for such compliance, the Holders of a least a
majority in aggregate principal amount of the Outstanding Securities of such
series shall, by Act of such Holders, either modify the covenant or waive such
compliance in such instance or generally waive compliance with such term,
provision or condition; provided that no such
modification shall, without the consent of each Holder of Securities of such
series, (i) change the stated maturity upon which the principal of or the
interest on the Securities of such series is due and payable, (ii) reduce the
principal amount thereof or the rate of interest thereon, (iii) change any
obligation of the Company to pay Additional Amounts with respect to such
services, (iv) change any Place of Payment or the currency in which the
Securities of such series or any premium or the interest thereon is payable, (v)
impair the right to institute suit for the enforcement of any such payment on or
after the Stated Maturity thereof (or, in the case of the redemption, on or
after the Redemption Date), (vi) reduce the percentage in principal amount of
the outstanding Securities of such series, the consent of whose holders is
required for any waiver of compliance with certain provisions of the Indenture
or certain defaults thereunder and their consequences provided for in the
Indenture or (vii) reduce the requirements contained in the Indenture for quorum
or voting with respect to such series.  The Securities owned by the
Company or any of its affiliates shall be deemed not to be outstanding for,
among other purposes, consenting to any such modification.

     

    SECTION
1008.   Further
Assurances

     

    The
Company and the Trustee will execute and deliver all such documents, instruments
and agreements, and do all such other acts and things as may be reasonably
required to enable the Trustee to exercise and enforce its rights under the
Indenture and under the documents, instruments and agreements required under the
Indenture, and to carry out the intent of the Indenture.

     

    SECTION
1009.   Payment of Additional
Amounts

     

    If the
Securities of a particular series provide for payment of Additional Amounts, all
payments of principal and interest (including payments of discount and premium,
if any) in respect of the Securities of such series shall be made free and clear
of, and without withholding or deduction for or on account, of any present or
future taxes, duties, assessments or governmental charges of whatever nature
imposed, levied, collected, withheld or assessed by or within the United Kingdom
or by or within any political subdivision thereof or any authority therein or
thereof having power to tax (“United Kingdom Taxes”),
unless such withholding or deduction is required by law.  In that
event the Company shall pay to the Holder such additional amounts (the “Additional Amounts”) as will
result in the payment to such Holder of the amount that would otherwise have
been receivable by such Holder in the absence of such withholding or deduction,
except that no such Additional Amounts shall be payable:

     

    
      	
              (i)   
        

            	
              to,
      or to a Person on behalf of, a Holder who is liable for such United
      Kingdom Taxes in respect of Securities by reason of such Holder having
      some connection with the United Kingdom (including being a citizen or
      resident or national of, or carrying on a business or maintaining a
      permanent establishment in, or being physically present in, the United
      Kingdom) other than the mere holding of a Security or the receipt of
      principal and interest (including payments of discount and premium, if
      any) in respect thereof;

            


    

     

    
      	
              (ii)  
        

            	
              to,
      or to a Person on behalf of, a Holder who presents a Security (where
      presentation is required) for payment more than 30 days after the Relevant
      Date, except to the extent that such Holder would have been entitled to
      such Additional Amounts on presenting such Security for payment on the
      last day of such period of 30 days;

            


    

     

    
      	
              (iii) 
        

            	
              to,
      or to a Person on behalf of, a Holder who presents a Security (where
      presentation is required) in the United Kingdom;
  or

            


    

     

    
      	
              (iv) 
        

            	
              to,
      or to a Person on behalf of, a Holder who would not be liable or subject
      to the withholding or deduction by making a declaration of non-residence
      or similar claim for exemption to the relevant tax
    authority.

            


    

     

    Such
Additional Amounts will also not be payable where, had the beneficial owner of
the Security (or any interest therein) been the Holder of the Security, he or
she would not have been entitled to payment of Additional Amounts by reason of
any one or more of clauses (i) through (iv) above.  If the Company
shall determine that Additional Amounts will not be payable because of the
immediately preceding sentence, the Company will inform such Holder promptly
after making such determination setting forth the reason(s)
therefor.

     

    Reference
to principal, interest, discount or premium in respect of the Securities shall
be deemed also to refer to any Additional Amounts that may be payable as set
forth in this Indenture or in the Securities.

     

    At least
10 Business Days prior to the first Interest Payment Date (and at least 10
Business Days prior to each succeeding Interest Payment Date if there has been
any change with respect to the matters set forth in the below-mentioned
Officers’ Certificate), the Company will furnish to the Trustee and the Paying
Agents an Officers’ Certificate instructing the Trustee and the Paying Agents
whether payments of principal of or interest on the Securities due on such
Interest Payment Date shall be without deduction or withholding for or on
account of any United Kingdom.  If any such deduction or withholding
shall be required, prior to such Interest Payment Date, the Company will furnish
the Trustee and the Paying Agents with an Officers’ Certificate that specifies
the amount, if any, required to be withheld on such payment to Holders and
certifies that the Company shall pay such withholding or
deduction.  The Company covenants to indemnify the Trustee for, and to
hold the Trustee harmless against, any loss, liability or expense reasonably
incurred without negligence, willful misconduct or bad faith on their part,
arising out of or in connection with actions taken or omitted by the Trustee in
reliance on any Officers’ Certificate furnished pursuant to this
paragraph.  Any Officers’ Certificate required by this Section 1009 to
be provided to the Trustee and any Paying Agent shall be deemed to be duly
provided if telecopied to the Trustee and such Paying Agent.

     

    The
Company shall furnish to the Trustee the official receipts (or a certified copy
of the official receipts) evidencing payment of United Kingdom
Taxes.  Copies of such receipts shall be made available to the Holders
of the Securities upon request.

     

    SECTION
1010.   Copies Available to
Holders

     

    Copies of
this Indenture shall be available for inspection by the Holders upon receipt of
written request on a Business Day during normal business hours at the principal
office of the Company and at the Corporate Trust Office.  In addition,
if the Securities of any series are listed on the London Stock Exchange, the
Luxembourg Stock Exchange or any other stock exchange located outside the United
States and such stock exchange shall so require, copies of this Indenture, the
Deposit Agreement, the Letter of Representations, the memorandum and articles of
association of the Company, and the most recent publicly available annual report
of the Company shall be made available for inspection by the Holders of such
Securities upon receipt of written request on a Business Day during normal
business hours at the offices of the paying agents and at the office of the
listing agent required to be maintained by such exchange for so long as the
Securities of such series are Outstanding and are listed on such stock
exchange.

     

    SECTION
1011.   Limitation on the Incurrence
of Additional Indebtedness by Certain Subsidiaries

     

    If this
covenant shall be made applicable to the Securities of a particular series, the
Company covenants and agrees that, so long as any Securities of such series
remain outstanding, it shall prevent any Subsidiary, whether currently in
existence or formed after the date hereof, that is a direct or indirect parent
of Southern Investments UK plc, from incurring any indebtedness for borrowed
money under any circumstances, excluding any indebtedness that exists as of the
date hereof.

     

    ARTICLE
XI

     

    REDEMPTION
OF SECURITIES

     

    SECTION
1101.   Applicability of
Article

     

    Securities
of any series that are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and (except as otherwise specified in
or contemplated by Section 301 for Securities of any series) in accordance with
this Article XI.

     

    SECTION
1102.   Election to Redeem; Notice
to Trustee

     

    The
election of the Company to redeem any Securities shall be authorized by a Board
of Directors resolution and evidenced by an Officers’ Certificate.  In
case of any redemption at the election of the Company of less than all the
Securities of any series, the Company shall, at least 15 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities of such series to be redeemed.  In
the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, or pursuant to an election by the Company that is
subject to a condition specified in the terms of such Securities or elsewhere in
this Indenture, the Company shall furnish the Trustee with an Officers’
Certificate evidencing compliance with such restriction or
condition.

     

    SECTION
1103.   Selection by Trustee of
Securities to Be Redeemed

     

    If less
than all the Securities of any series are to be redeemed, the particular
securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
not previously called for redemption, by such method as the Trustee shall deem
fair and appropriate and that may provide for the selection for redemption of
portions equal to the minimum authorized denomination for Securities of that
series (or any integral multiple thereof) of the principal amount of Securities
of such series of a denomination larger than the minimum authorized denomination
for Securities of that series.

     

    Securities
shall be excluded from eligibility for selection for redemption if they are
identified by certificate number in a written statement signed by an authorized
officer of the Company and delivered to the Security Registrar at least 30 days
prior to the Redemption Date as being owned of record and beneficially by, and
not pledged or hypothecated by either (i) the Company or (ii) an entity
specifically identified in such written statement which is an Affiliate of the
Company.

     

    The
Trustee shall promptly notify the Company in writing of the Securities selected
for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

     

    For all
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case of
any Securities redeemed or to be redeemed only in part, to the portion of the
principal amount of such Securities which has been or is to be
redeemed.

     

    SECTION
1104.   Notice of
Redemption

     

    Notice of
redemption shall be given not less than 15 days nor more than 30 days prior to
the Redemption Date to each Holder of Securities to be redeemed.

     

    All
notices of redemption shall state:

     

    
      	
              (i)    
       

            	
              the
      Redemption Date;

            


    

     

    
      	
              (ii)   
       

            	
              the
      Redemption Price;

            


    

     

    
      	
              (iii)  
       

            	
              if
      less than all the Outstanding Securities of any series are to be redeemed,
      the identification (and, in the case of partial redemption, the principal
      amounts) of the particular Securities to be
  redeemed;

            


    

     

    
      	
              (iv)  
       

            	
              that
      on the Redemption Date the Redemption Price will become due and payable
      upon each such Security to be redeemed, and, if applicable, that interest
      thereon will cease to accrue on and after said
  date;

            


    

     

    
      	
              (v)   
       

            	
              the
      place or places where such Securities are to be surrendered for payment of
      the Redemption Price; and

            


    

     

    
      	
              (vi)  
       

            	
              that
      the redemption is for a sinking fund, if such is the
  case.

            


    

     

    Notice of
redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request, by the Trustee in the name
and at the expense of the Company.

     

    SECTION
1105.   Deposit of Redemption
Price

     

    On or
prior to any Redemption Date, the Company shall deposit with the Trustee or with
a Principal Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities that
are to be redeemed on that date (to the extent that such amounts are not already
on deposit at such time in accordance with the provisions of Sections 401, 403
or 1007).

     

    SECTION
1106.   Securities Payable on
Redemption Date

     

    Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued and unpaid interest)
such Securities shall cease to bear interest.  Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued and unpaid
interest to the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, and in the case of Registered Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 308.

     

    If any
Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal (and premium, if any) shall, until paid, bear interest
from the Redemption Date at the rate prescribed therefor in the
Security.

     

    SECTION
1107.   Securities Redeemed in
Part

     

    Any
Security (including any Global Security) that is to be redeemed only in part
shall be surrendered at a Place of Payment therefor (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing), and the Company shall
execute, and the Trustee upon written direction shall authenticate and deliver
to the Holder of such Security without service charge, a new Security or
Securities of the same series, of any authorized denomination as requested by
such Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the security so surrendered; provided, that if a Global
Security is so surrendered, the new Global Security shall be in a denomination
equal to the unredeemed portion of the principal of the Global Security so
surrendered.

     

    SECTION
1108.   Optional Redemption in the
Event of Change in United Kingdom Tax Treatment

     

    The
Company may, at its option, by giving notice as provided in Section 1104, redeem
all, but not less than all, of the Securities of any series, at a price equal to
the outstanding principal amount thereof, together with accrued and unpaid
interest, if any, to the Redemption Date, if:

     

    
      	
              (i)   
        

            	
              the
      Company satisfies the Trustee prior to the giving of a notice that it has
      or will become obliged to pay Additional Amounts with respect to the
      Securities of such series as a result of any change in, or amendment to,
      the laws or regulations of the United Kingdom or any political subdivision
      or any authority or agency thereof or therein having power to tax or levy
      duties, or any change in the application or interpretation of such laws or
      regulations, which change or amendment becomes effective on or after
      February 9, 2001; and

            


    

     

    
      	
              (ii)  
        

            	
              such
      obligation cannot be avoided by the Company’s taking reasonable measures
      available to it;

            


    

     

    provided, however, that no such notice
of redemption shall be given earlier than 90 days prior to the earliest date on
which the Company would be obliged to pay such Additional Amounts were a payment
in respect of the Company’s Securities of such series due.

     

    Prior to
the publication of any notice of redemption pursuant to this paragraph, the
Company will deliver to the Trustee an Officers’ Certificate stating that the
obligation referred to in clause (i) above cannot be avoided by the Company’s
taking reasonable measures available to it, and the Trustee shall accept such
certificate as sufficient evidence of the satisfaction of the condition
precedent set out in clause (ii) above, in which event it shall be conclusive
and binding on the Holders.

     

    ARTICLE
XII

     

    SINKING
FUNDS

     

    SECTION
1201.   Applicability of
Article

     

    The
provisions of this Article shall be applicable to any sinking fund for the
retirement of Securities of a series, except as otherwise specified as
contemplated by Section 301 for Securities of such series.

     

    The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “mandatory sinking fund
payment,” and any payment in excess of such minimum amount provided for
by the terms of Securities of any series is herein referred to as an “optional sinking fund
payment.”  If provided for by the terms of Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction
as provided in Section 1202.  Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

     

    SECTION
1202.   Satisfaction of Sinking Fund
Payments with Securities

     

    In lieu
of making all or any part of any mandatory sinking fund payment with respect to
any series of Securities in cash, the Company may, at its option, (i) deliver to
the Trustee Securities of such series theretofore purchased or otherwise
acquired (except upon redemption pursuant to the mandatory sinking fund) by the
Company or receive credit for Securities of such series (not previously so
credited) theretofore purchased or otherwise acquired (except as aforesaid) by
the Company and delivered to the Trustee for cancellation pursuant to Section
310, (ii) receive credit for optional sinking fund payments (not previously so
credited) made pursuant to this Section 1202, or (iii) receive credit for
Securities of such series (not previously so credited) redeemed by the Company
through any optional redemption provision contained in the terms of such
series.  Securities so delivered or credited shall be received or
credited by the Trustee at the sinking fund Redemption Price specified in such
Securities.

     

    SECTION
1203.   Redemption of Securities for
Sinking Fund

     

    Not less
than 30 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers’ Certificate
specifying (i) the amount of the next ensuing sinking fund payment for that
series pursuant to the terms of that series, (ii) whether or not the Company
intends to exercise its right, if any, to make an optional sinking fund payment
with respect to such series on the next ensuing sinking fund payment date and,
if so, the amount of such optional sinking fund payment, and (c) the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 1202, and will also deliver to the Trustee
any Securities to be so delivered.  Such written statement shall be
irrevocable and, upon its receipt by the Trustee, the Company shall become
unconditionally obligated to make all the cash payments or payments therein
referred to, if any, on or before the next succeeding sinking fund payment
date.  Failure of the Company, on or before any such 30th day,
to deliver such written statement and Securities specified in this paragraph, if
any, shall not constitute a default but shall constitute, on and as of such
date, the irrevocable election of the Company (A) that the mandatory sinking
fund payment for such series due on the next succeeding sinking fund payment
date shall be paid entirely in cash without the option to deliver or credit
Securities of such series in respect therefor, and (B) that the Company will
make no optional sinking fund payment with respect to such series as provided in
this Section 1203.

     

    Not less
than 30 days before each such sinking fund payment date, the Trustee shall
select the Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 1103 and shall cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 1104.  Such notice having been duly given,
the redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1105, 1106, and 1107.

     

    The
Trustee shall not redeem or cause to be redeemed any Security of a series with
sinking fund moneys or mail any notice of redemption of Securities of such
series by operation of the sinking fund during the continuance of a default in
payment of interest with respect to Securities of that series or an Event of
Default with respect to the Securities of that series, except that, where the
mailing of notice of redemption of any Securities shall theretofore have been
made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have
received from the Company a sum sufficient for such
redemption.  Except as aforesaid, any moneys in the sinking fund for
such series at the time when any such default or Event of Default shall occur,
and any moneys thereafter paid into the sinking fund, shall, during the
continuance of such default or Event of Default, be deemed to have been
collected under Article V and be held for the payment of all such
Securities.  In case such Event of Default shall have been waived as
provided in Section 513 or the default or Event of Default cured on or before
the 30th day
preceding the sinking fund payment date, such moneys shall thereafter be applied
on the next succeeding sinking fund payment date in accordance with this Section
1203 to the redemption of such Securities.

     

    ARTICLE
XIII

     

    MEETINGS
OF HOLDERS OF SECURITIES

     

    SECTION
1301.   Purposes of
Meetings

     

    A meeting
of the Holders may be called at any time, from time to time, pursuant to this
Article XIII for any of the following purposes:

     

    
      	
              (i)   
        

            	
              to
      give any notice to the Company or to the Trustee, or to consent to the
      waiving of any default hereunder and its consequence, or to take any other
      action authorized to be taken by Holders pursuant to Article IX
      hereof;

            


    

     

    
      	
              (ii)  
        

            	
              to
      remove the Trustee and appoint a successor trustee pursuant to Article VI
      hereof; and

            


    

     

    
      	
              (iii) 
        

            	
              to
      consent to the execution of an supplemental indenture hereto pursuant to
      Section 902 hereof.

            


    

     

    SECTION
1302.   Place of
Meetings

     

    (a) The
Trustee may at any time (upon not less than 21 days’ notice) call a meeting of
Holders to be held at such time and at such place as determined by the
Trustee.  Notice of every meeting of Holders, setting forth the time
and the place of such meeting and in general terms the action proposed to be
taken at such meeting, shall be mailed to each Holder and published in the
manner contemplated by Section 106 hereof.

     

    (b) In case
at any time the Company, pursuant to a Board Resolution, or the Holders of at
least 10% in aggregate principal amount of the Securities then outstanding,
shall have requested the Trustee to call a meeting of the Holders, by written
request setting forth in reasonable detail the action proposed to be taken at
the meeting, and the Trustee shall not have made the first giving of the notice
of such meeting within 20 days after receipt of such request, then the Company
or the Holders in the amount above specified may determine the time (not less
than 21 days after notice is given) and the place for such meeting, and may call
such meeting to take any action authorized in Section 1301 hereof by giving
notice thereof as provided in Section 1302(a) hereof.

     

    SECTION
1303.   Voting at
Meetings

     

    To be
entitled to vote at any meeting of Holders, a Person shall be (i) a Holder or
(ii) a Person appointed by an instrument in writing as proxy for a Holder or
Holders by such Holder or Holders.  The only Persons who shall be
entitled to be present or to speak at any meeting of Holders shall be the
Persons so entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel, and any representatives of the
Company and its counsel.

     

    SECTION
1304.   Voting Rights, Conduct and
Adjournment

     

    (a) Notwithstanding
any other provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Holders in regard to (i)
proof of the holding of Securities of a series and of the appointment of proxies
(ii) the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates, and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
appropriate.  Except as otherwise permitted or required by any such
regulations, the holding of Securities of a series shall be proved in the manner
specified in Article II hereof, and the appointment of any proxy shall be proved
in such manner as is deemed appropriate by the Trustee or by having the
signature of the person executing the proxy witnessed or guaranteed by any bank,
banker or trust company customarily authorized to certify to the holding of a
security such as a Global Security.

     

    (b) At any
meeting of Holders, the representative of Persons holding or representing
Securities of a series in an aggregate principal amount sufficient under the
appropriate provision of this Indenture to take action upon the business for the
transaction of which such meeting was called shall constitute a
quorum.  Any meetings of Holders duly called pursuant to Section 1302
hereof may be adjourned from time to time by vote of the Holders (or proxies for
the Holders) of a majority of the Securities of a series represented at the
meeting and entitled to vote, whether or not a quorum shall be present; and the
meeting may be held as so adjourned without further notice.  No action
at a meeting of Holders shall be effective unless approved by Persons holding or
representing Securities of a series in the aggregate principal amount required
by the provision of this Indenture pursuant to which such action is being
taken.

     

    (c) At any
meeting of Holders, each Holder or proxy shall be entitled to one vote for each
$1,000 principal amount of outstanding Securities of a series held or
represented.

     

    SECTION
1305.   Revocation of Consent by
Holders

     

    At any
time prior to (but not after) the evidencing to the Trustee of the taking of any
action at a meeting of Holders by the Holders of the percentage in aggregate
principal amount of the Securities specified in this Indenture in connection
with such action, any Holder of a Security, the serial number of which is
included in the Securities the Holders of which have consented to such action,
may, by filing written notice with the Trustee at its principal corporate trust
office and upon proof of holding as provided herein, revoke such consent so far
as concerns such Securities.  Except as aforesaid, any such consent
given by the Holder of any Securities shall be conclusive and binding upon such
Holder and upon all future Holders and owners of such Securities and of any
Securities issued in exchange therefor, in lieu thereof or upon transfer
thereof, irrespective of whether or not any notation in regard thereto is made
upon such Securities.  Any action taken by the Holders of the
percentage in aggregate principal amount of the Holders specified in this
Indenture in connection with such action shall be conclusively binding upon the
Company, the Trustee, and the Holders of all the Securities.

     

    ARTICLE
XIV

     

    MISCELLANEOUS

     

    SECTION
1401.   Consent to Jurisdiction;
Appointment of Agent to Accept Service of  Process

     

    (a) The
Company irrevocably consents and agrees, for the benefit of the Holders from
time to time of the Securities and the Trustee, that any legal action, suit or
proceeding against it with respect to its obligations, liabilities or any other
matter arising out of or in connection with this Indenture or the Securities may
be brought in the Supreme Court of New York, New York County or the United
States District Court for the Southern District of New York and any appellate
court from either thereof and, until amounts due and to become due in respect of
the Securities have been paid, hereby irrevocably consents and submits to the
nonexclusive jurisdiction of each such court in personam, generally and
unconditionally with respect to any action, suit or proceeding for itself and in
respect of its properties, assets, and revenues.

     

    (b) The
Company has irrevocably designated, appointed, and empowered CT Corporation
System, as its designee, appointee, and agent to receive, accept, and
acknowledge for and on its behalf, and its properties, assets, and revenues,
service of any and all legal process, summons, notices, and documents that may
be served in any action, suit or proceeding brought against the Company in any
United States or State court.  If for any reason such designee,
appointee, and agent hereunder shall cease to be available to act as such, the
Company agrees to designate a new designee, appointee, and agent in the Borough
of Manhattan, The City of New York on the terms and for the purposes of this
Section 1401 satisfactory to the Trustee.  The Company further hereby
irrevocably consents and agrees to the service of any and all legal process,
summons, notices, and documents in any action, suit or proceeding against the
Company by serving a copy thereof upon the relevant agent for service of process
referred to in this Section 1401 (whether or not the appointment of such agent
shall for any reason prove to be ineffective or such agent shall accept or
acknowledge such service) or by mailing copies thereof by registered or
certified air mail, postage prepaid, to the Company at its address specified in
or designated pursuant to this Indenture.  The Company agrees that the
failure of any such designee, appointee, and agent to give any notice of such
service to it shall not impair or affect in any way the validity of such service
or any judgment rendered in any action or proceeding based
thereon.  Nothing herein shall in any way be deemed to limit the
ability of the Holders of the Securities and the Trustee, to serve any such
legal process, summons, notices, and documents in any other manner permitted by
applicable law or to obtain jurisdiction over the Company or bring actions,
suits or proceedings against the Company in such other jurisdictions, and in
such manner, as may be permitted by applicable law.  The Company
irrevocably and unconditionally waives, to the fullest extent permitted by law,
any objection which it may now or hereafter have to the laying of venue of any
of the aforesaid actions, suits or proceedings arising out of or in connection
with this Indenture brought in the Supreme Court of New York, New York County or
the United States District Court for the Southern District of New York and any
appellate court from either thereof and hereby further irrevocably and
unconditionally waives and agrees not to plead or claim in any such court that
any such action, suit or proceeding brought in any such court has been brought
in an inconvenient forum.

     

    If for
the purpose of obtaining judgment in any court it is necessary to convert a sum
due hereunder to the holder of any Security from U.S. dollars into another
currency, the Company has agreed, and each Holder by holding such Security will
be deemed to have agreed, to the fullest extent that they may effectively do so,
that the rate of exchange used shall be that at which in accordance with normal
banking procedures such Holder could purchase U.S. dollars with such other
currency in The City of New York on the Business Day preceding the day on which
final judgment is given.

     

    The
obligation of the Company in respect of any sum payable by it to the Holder of a
Security shall, notwithstanding any judgment in a currency (the “judgment currency”) other
than U.S. dollars, be discharged only to the extent that on the Business Day
following receipt by the Holder of such Security of any sum, adjudged to be so
due in the judgment currency, the Holder of such Security may in accordance with
normal banking procedures purchase U.S. dollars with the judgment currency; if
the amount of U.S. dollars so purchased is less than the sum originally due to
the Holder of such Security in the judgment currency (determined in the manner
set forth in the preceding paragraph), the Company agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify the Holder of
such Security against such loss, and if the amount of the U.S. dollars so
purchased exceeds the sum originally due to the Holder of such Security, such
Holder agrees to remit to the Company such excess; provided that such Holder
shall have no obligation to remit any such excess as long as the Company shall
have failed to pay such Holder any obligations due and payable under such
Security, in which case such excess may be applied to such obligations of the
Company under such Security in accordance with the terms thereof.

     

    SECTION
1402.   Counterparts

     

    This
instrument may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.

     

    [Remainder
of page intentionally left blank.]

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

    
      	 
      	
              WPD
      HOLDINGS UK

            
	 
      	
              By

            	
              _____________________________

            
	 
      	 
      	
              Title:

            
	
              Attest:

            	 
      
	
              _____________________________

            	 
      
	 
      	
              BANKERS
      TRUST COMPANY, as Trustee, Principal Paying Agent, Security Registrar and
      Transfer Agent

            
	 
      	
              By

            	
              _____________________________

            
	 
      	 
      	
              Title:

            
	
              Attest:

            	 
      
	
              _____________________________

            	 
      
	 
      	
              DEUTSCHE
      BANK LUXEMBOURG S.A., as Paying Agent and Transfer
Agent

            
	 
      	
              By

            	
              _____________________________

            
	 
      	 
      	
              Title: