EXHIBIT 4.3



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                                DEPOSIT AGREEMENT


                                     BETWEEN


                              BANKERS TRUST COMPANY


                                       and


                           SOUTHERN INVESTMENTS UK PLC




                          Dated as of November 21, 1996






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                                            TABLE OF CONTENTS
                                                                                                               Page


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ARTICLE I.........................................................................................................1

         SECTION 1.01.  Definitions...............................................................................1

         SECTION 1.02.  Rules of Construction.....................................................................2



ARTICLE II........................................................................................................3

         SECTION 2.01.  Deposit of the Global Notes...............................................................3

         SECTION 2.02.  Book-Entry System.........................................................................3

         SECTION 2.03.  Registration of Transfer of the Book-Entry Interests......................................3

         SECTION 2.04.  Transfer of a Global Note.................................................................4

         SECTION 2.05.  Cancellation..............................................................................4

         SECTION 2.06.  Payments in Respect of a Book-Entry Interest and Global Note..............................4

         SECTION 2.07.  Change in Principal Amount of a Global Note...............................................5

         SECTION 2.08.  Record Date...............................................................................5

         SECTION 2.09.  Action in Respect of a Book-Entry Interest or a Global Note...............................5

         SECTION 2.10.  Surrender of a Global Note................................................................6

         SECTION 2.11.  Reports...................................................................................6

         SECTION 2.12.  Additional Amounts........................................................................6



ARTICLE III.......................................................................................................7

         SECTION 3.01.  Certain Duties and Responsibilities.......................................................7

         SECTION 3.02.  Notice of Default.........................................................................8

         SECTION 3.03.  Certain Rights of Book-Entry Depositary...................................................8

         SECTION 3.04.  Not Responsible for Recitals or Issuance of Senior Notes..................................9

         SECTION 3.05.  Money Held in Trust.......................................................................9

         SECTION 3.06.  Compensation and Reimbursement............................................................9

         SECTION 3.07.  Book-Entry Depositary Required; Eligibility..............................................10

         SECTION 3.08.  Resignation and Removal; Appointment of Successor........................................10

         SECTION 3.09.  Acceptance of Appointment by Successor...................................................12

         SECTION 3.10.  Merger, Conversion, Consolidation or Succession to Business..............................12



ARTICLE IV.......................................................................................................13

         SECTION 4.01.  Notices to Book-Entry Depositary or Company..............................................13

         SECTION 4.02.  Notice to Depositary; Waiver.............................................................13

         SECTION 4.03.  Effect of Headings and Table of Contents.................................................14

         SECTION 4.04.  Successors and Assigns...................................................................14

         SECTION 4.05.  Separability Clause......................................................................14

         SECTION 4.06.  Benefits of Agreement....................................................................14

         SECTION 4.07.  Governing Law............................................................................14

         SECTION 4.08.  Jurisdiction.............................................................................14

         SECTION 4.09.  Counterparts.............................................................................15

         SECTION 4.10.  Inspection of Agreement..................................................................15

         SECTION 4.11.  Satisfaction and Discharge...............................................................15

         SECTION 4.12.  Amendments...............................................................................15

         SECTION 4.13.  Book-Entry Depositary To Sign Amendments.................................................16

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                                DEPOSIT AGREEMENT

                  This Deposit Agreement (as the same may be amended from time
to time in accordance with the provisions hereof, the "Deposit Agreement"),
dated as of November 21, 1996, is between Bankers Trust Company, a New York
banking corporation, as book-entry depositary hereunder (the "Book-Entry
Depositary") and Southern Investments UK plc, a public limited company organized
under the laws of England and Wales (the "Company").

                                    ARTICLE I

                    Definitions and Other General Provisions


         SECTION 1.01.     Definitions.  Terms not defined herein have the 
meanings ascribed to them in the Indenture.  The following terms, as used 
herein, have the following meanings:

         "Book-Entry Depositary" means the party named as such in this Agreement
or its nominee or the custodian of either until a successor shall have become
such pursuant to Section 3.08 hereof, and thereafter "Book-Entry Depositary"
shall mean such successor or its nominee or the custodian of either.

         "Book-Entry Interests" means the 6.375% certificateless depositary
interests and the 6.800% certificateless depositary interests that shall at all
times, prior to the issuance of Definitive Registered Notes in respect thereof,
represent the right to receive 100% of the principal, premium (if any), interest
and Additional Amounts (if any) of the underlying 6.375% Global Note due 2001
and the 6.800% Global Note due 2006, respectively, and that are issued to DTC or
its nominee by the Book-Entry Depositary.

         "Book-Entry Register" has the meaning ascribed thereto in Section 2.03
 hereof.

         "Company" means the party named as such in this Agreement until a
successor replaces it pursuant to the applicable provisions of the Indenture
and, thereafter, means the successor.

         "Corporate Trust Office" means the office of the Book-Entry Depositary
in the City of New York, at which any particular time its corporate trust
business shall be principally administered, which at the date hereof is located
at Bankers Trust Company, Four Albany Street, New York, NY 10006, Attn:
Corporate Trust Public Utilities Group and Agency Group.

         "Definitive Registered Notes" means the 6.375% Senior Notes due 2001
and the 6.800% Senior Notes due 2006 issued pursuant to the Indenture and the
Supplemental Indenture in substantially the form of Exhibits B and D,
respectively, to the Supplemental Indenture.

         "Depositary" means DTC or any successor, as the Depositary of the
Book-Entry Interests as recorded on the Book-Entry Register.

         "DTC" means The Depository Trust Company or its nominee.

         "Global Notes" means the 6.375% Global Note due 2001 and the 6.800%
Global Note due 2006 in bearer form issued pursuant to the Indenture and the
Supplemental Indenture in substantially the same form as of Exhibits A and C,
respectively, to the Supplemental Indenture.

         "Indenture" means the Indenture dated as of November 21, 1996, between
the Company and Bankers Trust Company, as Trustee, and Bankers Trust Luxembourg
S.A., as paying and transfer agent relating to the Senior Notes as originally
executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental thereto entered into pursuant to the applicable
provisions thereof, including for all purposes to the extent applicable, the
provisions of the Trust Indenture Act that are deemed to be a part of and govern
such instrument.

         "Interests" means beneficial interests in the Book-Entry Interests that
will be shown on records maintained in book-entry form by DTC.

         "Letter of Representations" means the Letter of Representations to DTC
dated November 21, 1996, from the Book-Entry Depositary and the Company.

         "Opinion of Counsel" means a written opinion from legal counsel, who
may be an employee of or regular counsel for the Company or may be other counsel
reasonably acceptable to the Book-Entry Depositary.

         "Responsible Officer", when used with respect to the Book-Entry
Depositary, means any authorized officer of the Book-Entry Depositary including
any vice president, assistant vice president, assistant secretary, treasurer,
assistant treasurer, or any other officer of the Book-Entry Depositary who
customarily performs functions similar to those performed by the Persons who at
the time shall be such officers, respectively, or to whom any depositary matter
is referred because of such officer's knowledge of and familiarity with the
particular subject.

         "Senior Note" means any 6.375% Senior Note due 2001 or any 6.800%
Senior Note due 2006 of the Company issued under the Indenture and the
Supplemental Indenture.

         "Supplemental Indenture" means the First Supplemental Indenture dated
as of November 21, 1996, between the Company and Bankers Trust Company, as
Trustee, and Bankers Trust Luxembourg S.A., as paying and transfer agent,
relating to the Senior Notes.

         "Trustee" means Bankers Trust Company and its successors and assigns,
as trustee under the Indenture and the Supplemental Indenture.

         SECTION 1.02.  Rules of Construction.  Unless the context otherwise 
requires:

         (a)  a term has the meaning assigned to it;

         (b)      "or" is not exclusive;

         (c)      "including" means including without limitation; and

         (d)      words in the singular include the plural and words in the
plural include the singular.

                                   ARTICLE II

                                    Interests

         SECTION 2.01. Deposit of the Global Notes. The Book-Entry Depositary
hereby accepts custody of the Global Notes from the Trustee and shall act as
Book-Entry Depositary in accordance with the terms of this Agreement. The
Book-Entry Depositary shall hold such Global Notes at its Corporate Trust Office
in the City of New York or at such place as it shall determine with the consent
of the Company and shall issue the Book-Entry Interests in accordance with the
Letter of Representations.

         SECTION 2.02. Book-Entry System. (a) Upon acceptance by DTC of the
Book-Entry Interests for entry into its book-entry settlement system in
accordance with the terms of the Letter of Representations, Interests in the
Book-Entry Interests will be recorded on and traded through DTC's book-entry
system, and ownership of such Interests shall be shown in, and the transfer of
such ownership shall be effected only through, records maintained by (i) DTC or
its successors or (ii) institutions that have accounts with DTC or its
successors ("DTC Participants"). Interests shall be transferable only as units
representing authorized denominations of the Senior Notes.

         (b) The Book-Entry Interests shall be issuable only to DTC, or
successors of DTC or their respective nominees. Except as provided in Section
2.07, no owner of Interests shall be entitled to receive a Senior Note on
account of such ownership, and such owner's Interests shall be shown only in
accordance with the procedures of DTC as set forth in the Letter of
Representations.

         SECTION 2.03. Registration of Transfer of the Book-Entry Interests. The
Book-Entry Depositary agrees to maintain at the Book-Entry Depositary's
Corporate Trust Office the Book-Entry Register in which the Book-Entry
Depositary shall (i) record DTC as the initial registered owner of such
Book-Entry Interests and (ii) record the registration and transfer of the
Book-Entry Interests. Neither of the Book-Entry Interests can be transferred
unless such transfer is recorded on the Book-Entry Register. The Book-Entry
Depositary shall not constitute the agent of the Company for any other purpose
and, in particular, it shall not constitute the agent of the Company in relation
to any payments it may make to the owner of the Book-Entry Interests or be
authorized to undertake any obligations on behalf of the Company.

         The foregoing paragraph shall not (i) impose an obligation on the
Book-Entry Depositary to record the ownership interests in or transfers of
Interests held by DTC Participants or its successors or Persons that may hold
Interests through such institutions or (ii) restrict transfers of such Interests
held by DTC Participants or such Persons. The Book-Entry Depositary shall treat
the Depositary or its nominee or their respective successors as the absolute
owner of the Book-Entry Interest for all purposes whatsoever and shall not be
bound or affected by any notice to the contrary, other than an order of a court
having jurisdiction over the Book-Entry Depositary.

         SECTION 2.04. Transfer of a Global Note. The Book-Entry Depositary
shall hold the Global Notes in custody for the benefit of the Depositary. The
Book-Entry Depositary shall not transfer or lend either of the Global Notes or
any interest therein, except that the Book-Entry Depositary may transfer either
of the Global Notes as a whole to a successor Book-Entry Depositary with the
consent of the Company. Notwithstanding the foregoing, the Depositary may not
under any circumstances request the Book-Entry Depositary to surrender or
deliver either of the Global Notes to the Depositary. If (i) the Depositary
notifies the Company and the Book-Entry Depositary that it is unwilling or
unable to continue as Depositary with respect to either of the Book-Entry
Interests or if at any time it is unable to continue as, or ceases to be, a
"clearing agency" under the Exchange Act and a successor Depositary registered
as a "clearing agency" under the Exchange Act is not appointed by the Company
within 120 days; (ii) the Book-Entry Depositary notifies the Company under
Section 3.08 hereof that it is at any time unwilling or unable to continue as
Book-Entry Depositary and no successor Book-Entry Depositary has been appointed
by the Company within 120 days of such notification; (iii) the Company shall
request that Definitive Registered Notes be issued; or (iv) an Event of Default
(as defined in the Indenture) has occurred and is continuing and the holder of a
majority in outstanding principal amount of interests in either of the
Book-Entry Interests has requested that Definitive Registered Notes be issued in
accordance with Section 2.07 hereof and the Indenture, then the Book-Entry
Depositary will promptly notify the Trustee and request the Trustee to
authenticate Definitive Registered Notes in such names and denominations as the
Depositary shall specify in accordance with Section 209 of the Supplemental
Indenture, and the Book-Entry Depositary agrees that in such event it will
promptly surrender the Global Note held by it to the Trustee in connection with
such exchange and that such Global Note will be canceled upon issuance of such
Definitive Registered Notes. All costs (taxes, governmental charges or
otherwise) related to the issuance of Definitive Registered Notes will be borne
by the Company subject to any exceptions set forth in the Indenture.

         SECTION 2.05. Cancellation. If a Global Note is surrendered for
payment, or for redemption of Senior Notes evidenced thereby or for exchange for
Definitive Registered Notes to any Person other than the Trustee, such Global
Note shall, subject to Section 2.07, be delivered to the Trustee for
cancellation.

         SECTION 2.06. Payments in Respect of a Book-Entry Interest and Global
Note. (a) Whenever the Book-Entry Depositary shall receive from the Trustee (or
other paying agent under the Indenture) any payment on a Global Note, such
payments shall be distributed promptly to the Depositary on the payment date for
such Global Note. So long as DTC is the Depositary, such payments shall be made
in accordance with the Letter of Representations.

         (b) The Book-Entry Depositary will forward to the Company or its agents
such information from its records as the Company may reasonably request in
writing to enable the Company or its agents to file necessary reports with
governmental agencies, and the Book-Entry Depositary, the Company or their
agents may (but shall not be required to) file any such reports necessary to
obtain benefits under any applicable tax treaties for the Depositary of, or the
beneficial owners of Interests in the Book-Entry Interests.

         (c) Notwithstanding any other provisions of this Agreement, the
Book-Entry Depositary shall be required to pay to the Depositary only amounts
(including Additional Amounts (as defined in the Indenture)) received by the
Book-Entry Depositary under the Global Notes.

         (d) Neither the Company nor any agent of the Company will have any
responsibility or liability for any aspect relating to payments made or to be
made by the Book-Entry Depositary to DTC in respect of the Global Notes or the
Book-Entry Interests. None of the Company, the Trustee, the Book-Entry
Depositary or any agent of any of the foregoing will have any responsibility or
liability for any aspect relating to payments made or to be made by DTC on
account of a Participant's or Indirect Participant's ownership of an Interest in
the Book-Entry Interests or for maintaining, supervising or reviewing any
records relating to a Participant's or an Indirect Participant's Interests in a
Book-Entry Interest.


         SECTION 2.07. Change in Principal Amount of a Global Note. Whenever the
principal amount at maturity of a Global Note held by the Book-Entry Depositary
is changed by the Trustee, the Book-Entry Depositary shall notify the Depositary
of the corresponding change in the principal amount of the related Book-Entry
Interest.

         SECTION 2.08. Record Date. Whenever any payment is to be made in
respect of a Global Note or the Book-Entry Depositary shall receive notice of
any action to be taken by the Depositary of a Global Note or Depositary of
interests therein, or whenever the Book-Entry Depositary otherwise deems it
appropriate in respect of any other matter, the Book-Entry Depositary shall fix
a record date for the determination of the Depositary who shall be entitled to
receive payment in respect of such Book-Entry Interest or to take any such
action or to act in respect of any such matter. Subject to the provisions of
this Agreement, only the Depositary who is registered on the Book-Entry Register
at the close of business on such record date shall be entitled to receive any
such payment, to give instructions as to such action or to act in respect of any
such matter.

         SECTION 2.09. Action in Respect of a Book-Entry Interest or a Global
Note. (a) As soon as practicable after receipt by the Book-Entry Depositary of
notice of any solicitation of consents or request for a waiver or other action
by the Depositary or owners of Interests under this Agreement or the Indenture,
the Book-Entry Depositary shall mail to the Depositary a notice containing (i)
such information as is contained in such notice, (ii) a statement that the
Depositary at the close of business on a specified date will be entitled,
subject to the provisions of or governing such Book-Entry Interest or Global
Note, as the case may be, to instruct the Book-Entry Depositary as to the
consent, waiver or other action, if any, pertaining to such Book-Entry Interest
or Global Note, as the case may be, and (iii) a statement as to the manner in
which such instructions may be given. Upon the written request of the Depositary
received on or before the date established by the Book-Entry Depositary for such
purpose, the Book-Entry Depositary shall endeavor insofar as practicable and
permitted under the provisions of or governing such Book-Entry Interest or
Global Note, as the case may be, to take such action regarding the requested
consent, waiver or other action in respect of such Book-Entry Interest or Global
Note, as the case may be, in accordance with any instructions set forth in such
request. The Book-Entry Depositary shall not itself exercise any discretion in
the granting of consents or waivers or the taking of any other action in respect
of such Book-Entry Interest or Global Note.

                  (b) The Depositary may direct the time, method and place of
conducting any proceeding for any remedy available to the Book-Entry Depositary
or of exercising any trust or power conferred on the Book-Entry Depositary.
However, the Book-Entry Depositary may refuse to follow any direction that
conflicts with law or this Agreement or the Indenture or, subject to Section
3.01 hereof, that the Book-Entry Depositary determines would involve it in
Personal liability.

         SECTION 2.10. Surrender of a Global Note. In the event of the
redemption, payment or purchase in full of all the Senior Notes represented by
either of the Global Notes, then such Global Note shall become void and the
Book-Entry Depositary shall surrender such Global Note to the Trustee for
cancellation.

         SECTION 2.11. Reports. The Book-Entry Depositary shall immediately (and
in no event later than 10 days from receipt) send to the Depositary a copy of
any notices, reports and other communications received by it relating to the
Company, the Senior Notes or the Book-Entry Interests.

         SECTION 2.12. Additional Amounts. All payments made by the Book-Entry
Depositary pursuant to this Agreement shall be made without deduction or
withholding for, or on account of, any present or future taxes, duties,
assessments or governmental charges of whatever nature (collectively, "United
Kingdom Taxes") imposed or levied by or on behalf of the United Kingdom or any
political subdivision thereof or any authority therein or thereof having power
to tax therein (each a "U.K. Tax Authority"), unless the withholding or
deduction of such United Kingdom Taxes is then required by law.

         At least 10 days prior to the first interest payment date, and at least
10 days prior to each succeeding interest payment date if there has been any
change with respect to the matters set forth in the below-mentioned Directors'
Certificate, the Company will furnish the Book-Entry Depositary with a
Directors' Certificate instructing the Book-Entry Depositary whether such
payment of principal of or interest on such Book-Entry Interest shall be made to
the Depositary without deduction or withholding for or on account of any United
Kingdom Taxes. If any such deduction or withholding shall be required, prior to
such interest payment date the Company will furnish the Book-Entry Depositary
with a Directors' Certificate which specifies the amount required to be deducted
or withheld on such payment. Neither the Company nor any agent of the Company
will have any responsibility or liability for any aspect relating to payments
made or to be made by the Book-Entry Depositary to DTC in respect of the Senior
Notes or the Book-Entry Interests. None of the Company, the Trustee, the
Book-Entry Depositary or any agent of any of the foregoing will have any
responsibility or liability for any aspect relating to payments made or to be
made by DTC on account of a Participant's or Indirect Participant's ownership of
an interest in the Book-Entry Interests or for maintaining, supervising or
reviewing any records relating to a Participant's or Indirect Participant's
interests in the Book-Entry Interests. The Company shall indemnify the
Book-Entry Depositary, its officers, directors and employees for, and hold it
harmless against, any loss, liability or expense reasonably incurred without
negligence, willful misconduct or bad faith on its part arising out of or in
connection with actions taken or omitted by it in reliance on any Directors'
Certificate furnished to it pursuant to this Section 2.12.

                                   ARTICLE III

                            The Book-Entry Depositary

         SECTION 3.01. Certain Duties and Responsibilities. (a) The Book-Entry
Depositary undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement, and no implied covenants or
obligations shall be read into this Agreement against the Book-Entry Depositary.

                  (b) In the absence of bad faith on its part, the Book-Entry
Depositary may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Book-Entry Depositary and conforming to the requirements of
this Agreement, but in the case of any such certificates or opinions which by
any provision hereof are specifically required to be furnished to the Book-Entry
Depositary, the Book-Entry Depositary shall examine the same to determine
whether or not they conform to the requirements of this Agreement.

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

                           (i) the Book-Entry Depositary shall not be liable for
         any error of judgment made in good faith by a Responsible Officer of
         the Book-Entry Depositary, unless the Book-Entry Depositary was
         negligent in ascertaining the pertinent facts; and

                           (ii) no provision of this Agreement shall require the
         Book-Entry Depositary to spend or risk its own funds or otherwise incur
         any financial liability in the performance of any of its duties
         hereunder, or in the exercise of any of its rights or powers, if
         repayment of such funds or adequate indemnity against such risk or
         liability satisfactory to the Book-Entry Depositary has not been
         assured to it.

                  (d) The Book-Entry Depositary shall not be liable with respect
to any action taken or omitted to be taken by it in good faith in accordance
with the direction of the Depositary relating to the time, method and place of
conducting any proceeding for any remedy available to the Book-Entry Depositary,
or exercising any power conferred upon the Book-Entry depositary, under this
Agreement or the Indenture.

                  (e) Whether or not therein expressly so provided, every
provision of this Agreement relating to the conduct or affecting the liability
of or affording protection to the Book-Entry Depositary shall be subject to the
provisions of this Section 3.01.

         SECTION 3.02. Notice of Default. Within 90 days after the occurrence of
any Event of Default with respect to a Global Note (a "Note Default") of which a
Responsible Officer of the Book-Entry Depositary assigned to its corporate trust
department has actual knowledge, the Book-Entry Depositary shall transmit by
mail to the Depositary in the manner provided in Section 4.02 hereof, notice of
such Note Default, unless such Note Default shall have been cured or waived.

         SECTION 3.03.  Certain Rights of Book-Entry Depositary.  Subject to 
the provisions of Section 3.01 hereof:

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

                  (b) any request or direction of the Company mentioned herein
         shall be sufficiently evidenced by a Directors' Certificate or Company
         Order or as otherwise expressly provided herein and any resolution of
         the Board of Directors may be sufficiently evidenced by a Board
         Resolution;

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

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

                  (e) the Book-Entry Depositary may execute any of the trusts or
         powers hereunder or perform any duties hereunder either directly or by
         or through agents or attorneys, but the Book-Entry Depositary shall be
         responsible for any misconduct or negligence on the part of any such
         agent or attorney appointed by it hereunder;

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

                  (g) whenever in the administration of its duties under this
         Agreement the Book-Entry Depositary shall deem it desirable that a
         matter be proved or established prior to taking or suffering or
         omitting any action hereunder, the Book-Entry Depositary (unless other
         evidence be herein specifically prescribed) may, in the absence of
         negligence or bad faith on its part, rely upon a Directors'
         Certificate.

         SECTION 3.04. Not Responsible for Recitals or Issuance of Senior Notes.
The recitals contained in the Indenture and in the Senior Notes, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company and the Book-Entry Depositary assumes no responsibility for their
correctness. The Book-Entry Depositary makes no representations as to the
validity or sufficiency of this Agreement or of the Senior Notes. The Book-Entry
Depositary shall not be accountable for the use or application by the Company of
the proceeds with respect to the Senior Notes.

         SECTION 3.05. Money Held in Trust. Money held by the Book-Entry
Depositary in trust hereunder need not be segregated from other funds held by
the Book-Entry Depositary, except to the extent required by law. The Book-Entry
Depositary shall be under no obligation to invest or pay interest on any money
received by it hereunder, except as otherwise agreed in writing with the
Company. Any interest accrued on funds deposited with the Book-Entry Depositary
under this Agreement shall be paid to the Company from time to time and the
Depositary shall have no claim to any such interest.

         SECTION 3.06.  Compensation and Reimbursement.  The Company agrees:

                  (a) to pay to the Book-Entry Depositary from time to time 
         such compensation as is agreed upon in writing;

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

                  (c) to indemnify the Book-Entry Depositary for, and to hold it
         harmless against, any loss, liability or expense incurred without
         negligence, bad faith or willful misconduct on its part arising out of
         or in connection with the acceptance or administration of this
         Agreement and its duties hereunder, including the costs and expenses of
         defending itself against any claim of liability in connection with the
         exercise or performance of any of its powers or duties hereunder. The
         Indemnity provided by this Section 3.06(c) shall survive the
         satisfaction and discharge of this Agreement pursuant to Section 4.11
         hereof.

         SECTION 3.07. Book-Entry Depositary Required; Eligibility. At all times
when there is a Book-Entry Depositary hereunder, such Book-Entry Depositary
shall be a corporation organized and doing business under the laws of the United
States of America, any state thereof or the District of Columbia, having,
together with its parents, a combined capital and surplus of at least
$50,000,000, subject to supervision or examination by Federal, state or District
of Columbia authority and willing to act on reasonable terms. Such corporation
shall have its principal place of business in the Borough of Manhattan, The City
of New York, if there be such a corporation in such location willing to act upon
reasonable and customary terms and conditions. If such corporation, or its
parent, publishes reports of condition at least annually, pursuant to law or to
the requirements of the aforesaid supervising or examining authority, then for
the purposes of this Section 3.07, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. The Book-Entry Depositary
hereunder shall at all times be the Trustee under the Indenture, subject to
receipt of an Opinion of Counsel that the same Person is precluded by law from
acting in such capacities. If at any time the Book-Entry Depositary shall cease
to be eligible in accordance with the provisions of this Section 3.07, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article.

         SECTION 3.08. Resignation and Removal; Appointment of Successor. (a) No
resignation or removal of the Book-Entry Depositary and no appointment of a
successor Book-Entry Depositary pursuant to this Article shall become effective
until (i) the acceptance of appointment by the successor Book-Entry Depositary
in accordance with the applicable requirements of Section 3.09 hereof or (ii)
the issuance of Definitive Registered Notes in accordance with Section 2.04 or
Section 2.07 hereof and the Indenture.

         (b) The Book-Entry Depositary may resign with respect to a Global Note
by giving written notice thereof to the Company and the Depositary, in
accordance with Section 4.01 and Section 4.02 hereof, 60 days prior to the
effective date of such resignation. The Book-Entry Depositary may be removed at
any time upon 90 days' notice by the filing with it of an instrument in writing
signed on behalf of the Company and specifying such removal and the date when it
is intended to become effective. If the instrument of acceptance by a successor
Book-Entry Depositary required by Section 3.09 hereof shall not have been
delivered to the Book-Entry Depositary within 30 days after the giving of such
notice of resignation or removal, the resigning Book-Entry Depositary may
petition any court of competent jurisdiction for the appointment of a successor
Book-Entry Depositary.

         (c)  If at any time:

         (i) the Book-Entry Depositary shall cease to be eligible under Section
         3.07 hereof, or shall cease to be eligible as Trustee under the
         Indenture, and shall fail to resign after written request therefor by
         the Company or by the Depositary, or

         (ii) the Book-Entry Depositary shall become incapable of acting with
         respect to a Book-Entry Interest or shall be adjudged a bankrupt or
         insolvent, or a receiver or liquidator of the Book-Entry Depositary or
         of its property shall be appointed or any public officer shall take
         charge or control of the Book-Entry Depositary or of its property or
         affairs for the purpose of rehabilitation, conservation or liquidation.

then, in any such case, (i) the Company, by Board Resolution, may remove the
Book-Entry Depositary and appoint a successor Book-Entry Depositary, and (ii) if
the Company shall fail to remove such Book-Entry Depositary and appoint a
successor Book-Entry Depositary, the Depositary may, on behalf of itself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Book-Entry Depositary or Book-Entry Depositaries and the
appointment of a successor Book-Entry Depositary, unless Definitive Registered
Notes have been issued in accordance with the Indenture.

         (d) If the Book-Entry Depositary shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Book-Entry
Depositary for any cause, the Company, by Board Resolution, shall promptly
appoint a successor Book-Entry Depositary (other than the Company) and shall
comply with the applicable requirements of Section 3.09 hereof. If no successor
Book-Entry Depositary with respect to a Global Note shall have been so appointed
by the Company and accepted appointment in the manner required by Section 3.09,
the Depositary may, on behalf of itself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Book-Entry Depositary unless Definitive Registered Notes have been issued in
accordance with the Indenture.

         (e) The Company shall give, or shall cause such successor Book-Entry
Depositary to give, notice of each resignation and each removal of a Book-Entry
Depositary and each appointment of a successor Book-Entry Depositary to the
Depositary in accordance with Section 4.02 hereof. Each notice shall include the
name of the successor Book-Entry Depositary and the address of its Corporate
Trust Office.

         SECTION 3.09. Acceptance of Appointment by Successor. (a) In case of
the appointment hereunder of a successor Book-Entry Depositary, every such
successor Book-Entry Depositary so appointed shall execute, acknowledge and
deliver to the Company and to the retiring Book-Entry Depositary an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Book-Entry Depositary shall become effective and such successor
Book-Entry Depositary, without any further act, deed or conveyance, shall become
vested with all the rights, powers, agencies and duties of the retiring
Book-Entry Depositary, with like effect as if originally named as Book-Entry
Depositary hereunder; but, on the request of the Company or the successor
Book-Entry Depositary, such retiring Book-Entry Depositary shall, upon payment
of all amounts due and payable to it pursuant to Section 3.06 hereof, execute
and deliver an instrument transferring to such successor Book-Entry Depositary
all the rights and powers of the retiring Book-Entry Depositary and shall duly
assign, transfer and deliver to such successor Book-Entry Depositary all
property and money held by such retiring Book-Entry Depositary hereunder. Any
retiring Book-Entry Depositary shall, nonetheless, retain a prior claim upon all
property or funds held or collected by such Book-Entry Depositary to secure any
amounts then due it pursuant to Section 3.06 hereof.

         (b) Upon request of any such successor Book-Entry Depositary, the
Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Book-Entry Depositary all such
rights, powers and agencies referred to in paragraph (a) of this Section 3.09.

         (c) No successor Book-Entry Depositary shall accept its appointment
unless at the time of such acceptance such successor Book-Entry Depositary shall
be eligible under this Article.

         (d) Upon acceptance of appointment by any successor Book-Entry
Depositary as provided in this Section 3.09, the Company shall give notice
thereof to the Depositary in accordance with Section 4.02 hereof. If the
acceptance of appointment is substantially contemporaneous with the resignation
of the Book-Entry Depositary, then the notice called for by the preceding
sentence may be combined with the notice called for by Section 3.08(b) hereof.
If the Company fails to give such notice within 10 days after acceptance of
appointment by the successor Book-Entry Depositary, the successor Book-Entry
Depositary shall cause such notice to be given at the expense of the Company.

         SECTION 3.10. Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Book-Entry Depositary may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Book-Entry Depositary
shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of the Book-Entry Depositary, shall be the successor of
the Book-Entry Depositary hereunder, without the execution of filing of any
paper or any further act on the part of any of the parties hereto.


                                   ARTICLE IV

                            Miscellaneous Provisions

         SECTION 4.01.  Notices to Book-Entry Depositary or Company.  Any
request, demand, authorization, direction, notice, consent, or waiver or other 
document provided or permitted by this Agreement to be made upon,
given or furnished to, or filed with,

         (a) the Book-Entry Depositary by the Depositary, by the Trustee or the
         Company shall be sufficient for every purpose hereunder (unless
         otherwise herein expressly provided) if made, given, furnished or filed
         in writing and Personally delivered or mailed, first-class postage
         prepaid, to the Book-Entry Depositary at is Corporate Trust Office,
         Attention: Corporate Trust Trustee Administration Department, or at any
         other address previously furnished in writing by the Book-Entry
         Depositary to the Depositary, the Trustee and the Company, or

         (b) the Company, by the Book-Entry Depositary or by the Depositary
         shall be sufficient for every purpose hereunder (unless otherwise
         herein expressly provided) if made, given, furnished or filed in
         writing and personally delivered or mailed, first-class postage prepaid
         to Southern Investments UK plc, Attention: Chief Financial Officer,
         Southern Energy, Inc., 900 Ashwood Parkway, Suite 500, Atlanta, Georgia
         30338,or at any other address previously furnished in writing to the
         Book-Entry Depositary by the Company.

         SECTION 4.02. Notice to Depositary; Waiver. Where this Agreement
provides for notice to the Depositary of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided or as provided in
the Letter of Representations) if in writing and mailed, first-class postage
prepaid, to the Depositary at the address notified to the Book-Entry Depositary,
in each case not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. Where this Agreement provides
for notice in any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by the
Depositary shall be filed with the Book-Entry Depositary, but such filing shall
not be a condition precedent to the validity of any action taken in reliance
upon such waiver.

         In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Book-Entry
Depositary shall constitute a sufficient notification for every purpose
hereunder.

         SECTION 4.03.  Effect of Headings and Table of Contents.  The Article
and Section headings herein are for convenience only and shall not affect the 
construction hereof.

         SECTION 4.04. Successors and Assigns. All covenants and agreements in
this Agreement and the Senior Notes by the Company shall bind its successors and
assigns, whether so expressed or not.

         SECTION 4.05. Separability Clause. In case any provision in this
Agreement or in the Senior Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions hereof and
thereof shall not in any way be affected or impaired thereby.

         SECTION 4.06. Benefits of Agreement. Nothing in this Agreement, the
Senior Notes or the Indenture, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder, any benefits or
any legal or equitable right, remedy or claim under this Agreement. The
Depositary and owners from time to time of Interests in the Book-Entry Interests
shall be parties to this Agreement and shall be bound by all of the terms and
conditions hereof and of the Indenture and the Senior Notes, by their acceptance
of delivery of the Interests.

         SECTION 4.07. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

         SECTION 4.08. Jurisdiction. The Company agrees that any legal suit,
action or proceeding against the Company brought by the Book-Entry Depositary
arising out of or based upon this Agreement may be instituted in any state or
Federal court in the Borough of Manhattan, The City of New York, and waives any
objection which it may now or hereafter have to the laying of venue of any such
proceeding and irrevocably submits to the nonexclusive jurisdiction of such
courts in any suit, action or proceeding. The Company has appointed CT
Corporation System, 1633 Broadway, New York, New York 10019, as its authorized
agent (the "Authorized Agent") upon whom process may be served in any legal
suit, action or proceeding arising out of or based upon this Agreement which may
be instituted in the Supreme Court of New York, New York County of the United
States District Court for the Southern District of New York by the Depositary or
the Book-Entry Depositary, and expressly accepts the nonexclusive jurisdiction
of any such court in respect of any such action. Such appointment shall be
irrevocable. Service of process upon the Authorized Agent shall be deemed, in
every respect, effective service of process upon the Company. Notwithstanding
the foregoing, any action based on this Agreement may be instituted by the
Book-Entry Depositary in any competent court in England.

         SECTION 4.09. Counterparts. This Agreement may be executed in any
number of counterparts by the parties hereto on separate counterparts, each of
which, when so executed and delivered, shall be deemed an original, but all such
counterparts shall together constitute one and the same instrument.

         SECTION 4.10. Inspection of Agreement. A copy of this Agreement shall
be available at all reasonable times during normal business hours at the
Corporate Trust Office of the Book-Entry Depositary for inspection by any
Depositary.

         SECTION 4.11. Satisfaction and Discharge. This Agreement upon Company
Order shall cease to be of further effect, and the Book-Entry Depositary, at the
expense of the Company shall execute proper instruments acknowledging
satisfaction and discharge of this Agreement, when (i) the Indenture has been
satisfied and discharged pursuant to the provisions thereof or Definitive
Registered Notes have been issued and the Global Notes have been canceled in
accordance with the provisions of Section 2.05 hereof and the Indenture, (ii)
the Company has paid or caused to be paid all sums payable hereunder by the
Company and (iii) the Company has delivered to the Book-Entry Depositary a
Directors' Certificate and an Opinion of Counsel, stating that all conditions
precedent herein provided relating to the satisfaction and discharge of this
Agreement have been complied with.

         SECTION 4.12.  Amendments.  The Company and the Book-Entry Depositary 
may amend this Agreement without the consent of the Depositary:

                  (a) to cure any formal defect, omission, inconsistency or 
ambiguity;

                  (b) to add to the covenants and agreements of the Company or 
the Book-Entry Depositary;

                  (c) to effect the assignment of the Book-Entry Depositary's 
rights and duties to a qualified successor, as provided herein;

                  (d) to comply with any requirements of the Securities Act, 
the Exchange Act or the U.S. Investment Company Act of 1940, as amended, and 
the Trust Indenture Act;

                  (e) to modify this Agreement in connection with an amendment
to the Indenture that does not require the consent of the Depositary; or

                  (f) to modify, alter, amend or supplement this Agreement in
         any other respect not inconsistent with this Agreement which, in the
         opinion of counsel acceptable to the Company, is not materially adverse
         to the Depositary.

         Except as set forth in this Section 4.12, no amendment which materially
adversely affects any Depositary or beneficial owner of Interests may be made to
this Agreement without the consent of such Depositary or beneficial owner.

         SECTION 4.13. Book-Entry Depositary To Sign Amendments. The Book-Entry
Depositary shall sign any amendment authorized pursuant to Section 4.12 if the
amendment does not materially adversely affect the rights, duties, liabilities
or immunities of the Book-Entry Depositary. If it does, the Book-Entry
Depositary may but need not sign it.

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


                                      SOUTHERN INVESTMENTS UK PLC


                                      By:

                                               Name:
                                               Title:


                                      BANKERS TRUST COMPANY, as
                                      Book-Entry Depositary,


                                      By:

                                               Name:
                                               Title: