EXHIBIT 4.1




                  ===========================================



                           SOUTHERN INVESTMENTS UK plc


                                       and


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

                                       and

                         BANKERS TRUST LUXEMBOURG S.A.,
                          as Paying and Transfer Agent





                                    INDENTURE


                          Dated as of November 21, 1996








                                 Debt Securities


                  ===========================================

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         Reconciliation and tie between Trust Indenture Act of 1939 and
                    Indenture, dated as of November 21, 1996

Trust Indenture  Act Section                                                                      Indenture Section

<S>                                                                                                  <C> 
ss. 310(a)(1)........................................................................................609
         (a)(2)......................................................................................609
         (a)(3)......................................................................................Not Applicable
         (a)(4)......................................................................................Not Applicable
         (b).........................................................................................608
                                                                                                     610
ss. 311(a)                                                                                           613(a)
         (b).........................................................................................613(b)
         (b)(2)......................................................................................703(a)(2)
                                                                                                     703(b)
ss. 312(a).............................................................................................701
                                                                                                     702(a)
         (b).........................................................................................702(b)
         (c).........................................................................................702(c)
ss. 313(a).............................................................................................703(a)
         (b)(1)......................................................................................Not Applicable
         (b)(2)......................................................................................703(b)
         (c).........................................................................................703(a), 703(b)
         (d).........................................................................................703(c)
ss. 314(a).............................................................................................704
         (a)(4)......................................................................................704
         (b).........................................................................................Not Applicable
         (c)(1)......................................................................................102
         (c)(2)......................................................................................102
         (c)(3)......................................................................................Not Applicable
         (d).........................................................................................Not Applicable
         (e).........................................................................................102
ss. 315(a).............................................................................................601(a)
         (b).........................................................................................602
                                                                                                     703(a)(7)
         (c).........................................................................................601(b)
         (d).........................................................................................601(c)
         (d)(1)......................................................................................601(a)(1)
         (d)(2)......................................................................................601(c)(1)
         (d)(3)......................................................................................601(c)(3)
         (e).........................................................................................514
ss. 316(a)(1)(A).......................................................................................502
                                                                                                     512
         (a).........................................................................................513
         (a)(2)......................................................................................Not Applicable
         (b).........................................................................................508
         (c).........................................................................................105
ss. 317(a)(1)..........................................................................................503
         (a)(2)......................................................................................504
         (b).........................................................................................100
ss. 318(a).............................................................................................107

NOTE:  This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.
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                               TABLE OF CONTENTS*




                                                                                                               Page


<S>                                                                                                              <C>
RECITALS OF THE COMPANY...........................................................................................1


ARTICLE ONE.......................................................................................................1


DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION...........................................................1
         SECTION 101. Definitions.................................................................................1
                  Act      .......................................................................................2
                  Additional Amounts..............................................................................2
                  Affiliate.......................................................................................2
                  Authenticating Agent............................................................................2
                  Bearer Security.................................................................................2
                  Board of Directors..............................................................................2
                  Board Resolution................................................................................2
                  Book-Entry Depositary...........................................................................2
                  Book-Entry Interest.............................................................................3
                  Business Day....................................................................................3
                  Cedel Bank......................................................................................3
                  Commission......................................................................................3
                  Company  3
                  Company Request or Company Order................................................................3
                  Consolidated Net Tangible Assets................................................................3
                  Corporate Trust Office..........................................................................3
                  Corporation.....................................................................................4
                  Debt     .......................................................................................4
                  Default  .......................................................................................4
                  Defaulted Interest..............................................................................4
                  Deposit Agreement...............................................................................4
                  Director 4
                  Discharged......................................................................................4
                  Dollar or $.....................................................................................4
                  DTC      .......................................................................................4
                  Euroclear Operator..............................................................................4
                  Event of Default................................................................................5
                  Exchange Act....................................................................................5
                  Global Security.................................................................................5
                  Holder   .......................................................................................5
                  Indenture.......................................................................................5
                  Indirect participant............................................................................5
                  interest .......................................................................................5
                  Interest Payment Date...........................................................................5
                  Letter of Representations.......................................................................5
                  Lien     .......................................................................................5
                  Maturity 5
                  Officers' Certificate...........................................................................6
                  Opinion of Counsel..............................................................................6
                  Original Issue Discount Security................................................................6
                  Outstanding.....................................................................................6
                  Participant.....................................................................................7
                  Paying Agent....................................................................................7
                  Permanent Global Security.......................................................................7
                  Person   .......................................................................................7
                  Place of Payment................................................................................7
                  Predecessor Security............................................................................7
                  Principal Paying Agent..........................................................................7
                  Redemption Date.................................................................................8
                  Redemption Price................................................................................8
                  Registered Security.............................................................................8
                  Regular Record Date.............................................................................8
                  Relevant Date...................................................................................8
                  Responsible Officer.............................................................................8
                  Securities......................................................................................8
                  Securities Act..................................................................................8
                  Security Register and Security Registrar........................................................8
                  Significant Subsidiary..........................................................................8
                  Special Record Date.............................................................................9
                  Stated Maturity.................................................................................9
                  Subsidiary......................................................................................9
                  Transfer Agent..................................................................................9
                  Trustee  .......................................................................................9
                  Trust Indenture Act.............................................................................9
                  United Kingdom..................................................................................9
                  United Kingdom Taxes............................................................................9
                  United States...................................................................................9
                  U.S. Government Obligations.....................................................................9
                  Voting Stock...................................................................................10
         SECTION 102. Compliance Certificates and Opinions.......................................................10
         SECTION 103. Form of Documents Delivered to Trustee.....................................................11
         SECTION 104. Acts of Holders............................................................................11
         SECTION 105. Notices, Etc., to Trustee and Company......................................................14
         SECTION 106. Notice to Holders; Waiver..................................................................14
         SECTION 107. Conflict with Trust Indenture Act..........................................................15
         SECTION 108. Effect of Headings and Table of Contents...................................................15
         SECTION 109. Successors and Assigns.....................................................................16
         SECTION 110. Separability Clause........................................................................16
         SECTION 111. Benefits of Indenture......................................................................16
         SECTION 112. Governing Law..............................................................................16
         SECTION 113. Legal Holidays.............................................................................16


ARTICLE TWO......................................................................................................16


SECURITY FORMS...................................................................................................16
         SECTION 201. Forms Generally............................................................................17
         SECTION 202. Form of Face of Security...................................................................17
         SECTION 203. Form of Reverse of Security................................................................20
         SECTION 204. Form of Trustee's Certificate of Authentication............................................28
         SECTION 205. Form of Trustee's Certificate of Authentication by an Authenticating Agent.................28


ARTICLE THREE....................................................................................................28


THE SECURITIES...................................................................................................29
         SECTION 301. Amount Unlimited; Issuable in Series.......................................................29
         SECTION 302. Denominations..............................................................................31
         SECTION 303. Execution, Authentication, Delivery and Dating.............................................31
         SECTION 304. Transfer Agent and Paying Agent............................................................33
         SECTION 305. Temporary Securities.......................................................................33
         SECTION 306. Registration, Registration of Transfer and Exchange........................................34
         SECTION 307. Mutilated, Destroyed, Lost and Stolen Securities...........................................36
         SECTION 308. Payment of Interest; Interest Rights Reserved..............................................37
         SECTION 309. Persons Deemed Owners......................................................................38
         SECTION 310. Cancellation...............................................................................39
         SECTION 311. Computation of Interest....................................................................39
         SECTION 312. Global Securities..........................................................................39


ARTICLE FOUR.....................................................................................................41


SATISFACTION AND DISCHARGE.......................................................................................41
         SECTION 401. Satisfaction and Discharge of Indenture....................................................41
         SECTION 402. Application of Trust Money.................................................................42
         SECTION 403. Satisfaction, Discharge and Defiance of Securities of any Series...........................43


ARTICLE FIVE.....................................................................................................44


REMEDIES 44
         SECTION 501. Events of Default..........................................................................44
         SECTION 502. Acceleration of Maturity; Rescission and Annulment.........................................46
         SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee............................47
         SECTION 504. Trustee May File Proofs of Claim...........................................................47
         SECTION 505. Trustee May Enforce Claims Without Possession of Securities................................48
         SECTION 506. Application of Money Collected.............................................................48
         SECTION 507. Limitation on Suits........................................................................49
         SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and...........................50
         SECTION 509. Restoration of Rights and Remedies.........................................................50
         SECTION 510. Rights and Remedies Cumulative.............................................................51
         SECTION 511. Delay or Omission Not Waiver...............................................................51
         SECTION 512. Control by Holders.........................................................................51
         SECTION 513. Waiver of Past Defaults....................................................................51
         SECTION 514. Undertaking for Costs......................................................................52


ARTICLE SIX......................................................................................................52


THE TRUSTEE......................................................................................................52
         SECTION 601. Certain Duties and Responsibilities........................................................52
         SECTION 602. Notice of Defaults.........................................................................54
         SECTION 603. Certain Rights of Trustee..................................................................54
         SECTION 604. Not Responsible for Recitals or Issuance of Securities.....................................55
         SECTION 605. May Hold Securities........................................................................55
         SECTION 606. Money Held in Trust........................................................................55
         SECTION 607. Compensation and Reimbursement.............................................................56
         SECTION 608. Disqualification; Conflicting Interests....................................................56
         SECTION 609. Corporate Trustee Required; Eligibility....................................................56
         SECTION 610. Resignation and Removal; Appointment of Successor Trustee..................................57
         SECTION 611. Acceptance of Appointment by Successor.....................................................58
         SECTION 612. Merger, Conversion, Consolidation or Succession to Business................................59
         SECTION 613. Preferential Collecting of Claims Against Company..........................................60
         SECTION 614. Authenticating Agents......................................................................63


ARTICLE SEVEN....................................................................................................65


HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY................................................................65
         SECTION 701. Company to Furnish Trustee Names and Addresses of Holders..................................65
         SECTION 702. Preservation of Information; Communications to Holders.....................................66
         SECTION 703. Reports by Trustee.........................................................................67
         SECTION 704. Reports by Company.........................................................................68


ARTICLE EIGHT....................................................................................................69


CONSOLIDATION, MERGER, CONVEYANCE, SALE OR LEASE.................................................................69
         SECTION 801. Company May Consolidate Etc., Only on Certain Terms........................................69
         SECTION 802. Successor Corporation to be Substituted....................................................70


ARTICLE NINE.....................................................................................................70


SUPPLEMENTAL INDENTURES..........................................................................................70
         SECTION 901. Supplemental Indentures without Consent of Holders.........................................70
         SECTION 902. Supplemental Indentures with Consent of Holders............................................72
         SECTION 903. Execution of Supplemental Indentures.......................................................73
         SECTION 904. Effect of Supplemental Indentures..........................................................73
         SECTION 905. Conformity with Trust Indenture Act........................................................73
         SECTION 906. Reference in Securities to Supplemental Indentures.........................................73


ARTICLE TEN......................................................................................................74


COVENANTS........................................................................................................74
         SECTION 1001. Payment of Principal, Premium, if any, and Interest.......................................74
         SECTION 1002. Maintenance of Office or Agency...........................................................74
         SECTION 1003. Money for Securities Payments to Be Held in Trust.........................................75
         SECTION 1004. Limitation on Liens.......................................................................76
         SECTION 1005. Limitation on Sale and Lease-Back Transactions............................................79
         SECTION 1006. Statement by Officers as to Default.......................................................80
         SECTION 1007. Modification or Waiver of Certain Covenants...............................................80
         SECTION 1008. Further Assurances........................................................................80
         SECTION 1009. Payment of Additional Amounts.............................................................81
         SECTION 1010. Copies Available to Holders...............................................................82


ARTICLE ELEVEN...................................................................................................83


REDEMPTION OF SECURITIES.........................................................................................83
         SECTION 1101. Applicability of Article..................................................................83
         SECTION 1102. Election to Redeem; Notice to Trustee.....................................................83
         SECTION 1103. Selection by Trustee of Securities to Be Redeemed.........................................83
         SECTION 1104. Notice of Redemption......................................................................84
         SECTION 1105. Deposit of Redemption Price...............................................................85
         SECTION 1106. Securities Payable on Redemption Date.....................................................85
         SECTION 1107. Securities Redeemed in Part...............................................................85
         SECTION 1108. Optional Redemption in the Event of Change in United Kingdom Tax Treatment................86


ARTICLE TWELVE...................................................................................................86


SINKING FUNDS....................................................................................................86
         SECTION 1201. Applicability of Article..................................................................86
         SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.....................................87
         SECTION 1203. Redemption of Securities for Sinking Fund.................................................87


ARTICLE THIRTEEN.................................................................................................88


MEETINGS OF HOLDERS OF SECURITIES................................................................................88
         SECTION 1301 Purposes of Meetings:......................................................................88
         SECTION 1302 Place of Meetings..........................................................................89
         SECTION 1303 Voting at Meetings.........................................................................89
         SECTION 1304 Voting Rights, Conduct and Adjournment.....................................................89
         SECTION 1305 Revocation of Consent by Holders...........................................................90


ARTICLE FOURTEEN.................................................................................................91


MISCELLANEOUS....................................................................................................91
         SECTION 1401. Consent to Jurisdiction; Appointment of Agent to Accept Service of Process................91
         SECTION 1402 Counterparts...............................................................................92

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                  INDENTURE, dated as of November 21, 1996, among SOUTHERN
INVESTMENTS UK PLC, a company duly organized and existing under the laws of
England and Wales (the "Company"), having its principal office at 800 Park
Avenue, Aztec West, Almondsbury, Bristol B512 4SE, England and BANKERS TRUST
COMPANY, a New York banking corporation , as trustee (the "Trustee") and BANKERS
TRUST LUXEMBOURG S.A., as Paying and Transfer 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 ONE

             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:

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

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

                  (3) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles in the United Kingdom 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

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

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

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

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

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

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

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

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

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

                  "Book-Entry Depositary" means, with respect to the Securities
of any series issuable or issued in whole or in part in the form of one or more
Global Securities, the Person designated as Book-Entry Depositary 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 which is not a Saturday, a
Sunday or a day on which banking institutions in any Place of Payment for the
Securities of that series are authorized or obligated by law to remain closed.

                  "Cedel Bank" means Cedel Bank, societe anonyme, or its 
successor.

                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of
1934, 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 any Director of the Company and by
any other Director of the Company or the Treasurer, Secretary, any Assistant
Treasurer or Assistant Secretary or any other officer so authorized and
delivered to the Trustee.

                  "Consolidated Net Tangible Assets" shall mean the total of all
assets (including revaluations thereof as a result of commercial appraisals,
price level restatement or otherwise) appearing on a consolidated balance sheet
of the 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: Corporate Trust and Agency
Group-Public Utilities Group.

                  "corporation" includes corporations, associations, companies 
and b usiness trusts.

                  "Debt" has the meaning specified in Section 1004.

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

                  "Defaulted Interest" has the meaning specified in Section 307.

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

                  "Dollar" or "$" means a dollar or other equivalent unit in
such coin or currency of the United States 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  Operator" means Morgan Guaranty Trust Company of
New York,  Brussels  office,  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 interests in
the Book-Entry Interest through a Person that has an account with DTC.

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

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

                  "Letter of Representations" means, with respect to the
Securities of any series, the 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 any
Director of the Company and by any other Director of the Company 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 which 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 which 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  Bankers  Trust  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.

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

                  "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 305.

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

                  "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 307.

                  "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 or by one or more other Subsidiaries, or by the Company and one or more
other Subsidiaries.

                  "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 who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

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

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

SECTION 102.      Compliance Certificates and Opinions

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

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

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

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

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

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

SECTION 103.      Form of Documents Delivered to Trustee

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

                  Any certificate or opinion of an officer or Director 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 103.

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

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

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

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

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

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

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

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

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

                  Upon receipt by the Trustee of written notice of any default
described in Section 501, any declaration of acceleration, or any rescission and
annulment of any such declaration, pursuant to Section 502 or of any direction
in accordance with Section 512, a record date shall automatically and without
any other action by any Person be set for the purpose of determining the Holders
of outstanding Securities of the series entitled to join in such notice,
declaration, or rescission and annulment, or direction, as the case may be,
which record date shall be the close of business on the day the Trustee receives
such notice, declaration, rescission and annulment or direction, as the case may
be. The Holders of Outstanding Securities of such series on such record date (or
their duly appointed agent), and only such Persons, shall be entitled to join in
such notice, declaration, rescission and annulment, or direction, as the case
may be, whether or not such Holders remain Holders after such record date;
provided that, unless such notice, declaration, rescission and annulment, or
direction, as the case may be, shall have become effective by virtue of Holders
of the requisite principal amount of outstanding Securities of such series on
such record date (or their duly appointed agents) having joined therein on or
prior to the 90th day after such record date, such notice of default,
declaration, or 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 Trustee and Company

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

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

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

SECTION 106.      Notice to Holders; Waiver

                  Where this Indenture provides for notice to Holders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Holder affected by such event, (i) in the case of a Holder of Registered
Securities, at his address as it appears in the Security Register, and (ii) in
the case of a Holder of Global Bearer Securities, at the address provided in or
pursuant to the relevant Deposit Agreement of the relevant Book-Entry Depositary
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.

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

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

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

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

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

SECTION 107.      Conflict with Trust Indenture Act

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

SECTION 108.      Effect of Headings and Table of Contents

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

SECTION 109.      Successors and Assigns

         All covenants and agreements in this Indenture by the Company 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 or Redemption Date, or at the Stated
Maturity, and no interest shall accrue for the period from and after such
Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.


                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 201.      Forms Generally
                  The Securities of each series shall be in substantially the
form 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.

                  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 Global Security, insert - 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.]

                           SOUTHERN INVESTMENTS UK plc
                             [Title of the Security]

No.                                                         $

     SOUTHERN  INVESTMENTS  UK plc, 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 to [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 in each year,  commencing  , 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 Record 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 ("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:

                  (a) 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;

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

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

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

                  (e) to, or to a Person on behalf of, a Holder of a definitive
         Registered Security issued pursuant to the request of owners of
         interests representing a majority in outstanding principal amount in
         the Book-Entry Interest following and during the continuance of an
         Event of Default if such Holder (or any predecessor Holder) was one of
         such owners requesting that definitive Registered Securities be so
         issued.

                  Such Additional Amounts will also not be payable where, had
the beneficial owner of the Security (or any interest therein) been the Holder
of the Security, he would not have been entitled to payment of Additional
Amounts by reason of any one or more of clauses (a) through (e) above. If the
Company 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.

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

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

[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:


                                  SOUTHERN INVESTMENTS UK plc


                                  By_____________________________________
                                           [Title]


SECTION 203.      Form of Reverse of Security

                           SOUTHERN INVESTMENTS UK plc
                             [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 ________________ (herein called
the "Indenture"), among the Company and Bankers Trust Company, as trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture) and Bankers Trust Luxembourg S.A., as paying and transfer agent
(herein called the "Paying and Transfer 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 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 which 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 -- This Security is not subject to
redemption prior to maturity.] [If applicable, insert -- 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 -- (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 ____________, 19__], 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 - - 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 -- (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 -- 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                      Redemption Price For
    for Redemption                       Redemption Otherwise
  Through Operation                          Than Through
          of                                   Operation
     Sinking Fund          Year           of the Sinking Fund





and thereafter at a Redemption Price equal to ____% 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 -- 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 --

                  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.

                  "Treasury Yield" means, with respect to any redemption date,
the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.

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

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

                  "Independent Investment Banker" means an independent
investment banking institution of national standing appointed by the Company and
reasonably acceptable to the Trustee.

                  "Reference Treasury Dealer Quotation" means, with respect to
the Reference Treasury Dealer and any redemption date, the average, as
determined by the 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 in New York City preceding such redemption date).

                  "Reference Treasury Dealer" means a primary US Government
securities dealer in New York City appointed by the Company and reasonably
acceptable to the Trustee.

                  Notice of  redemption  shall be given as provided for in the  
Indenture not 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.]

                  [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 (a) the
entire indebtedness of this security and (b) certain restrictive covenants upon
compliance by the Company with certain conditions set forth therein.

                  If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture. At any time after such declaration of acceleration
with respect to Securities of 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 an Original Issue Discount Security,
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:

                                        Acceleration
                                           Amount
                                         per ______
                                      principal amount
  Date of declaration                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 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 (a) 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 [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 (a), (b) or (d) of the third following paragraph and (b) such
obligation cannot be avoided by the Company taking reasonable measures available
to it, subject, as provided in the Indenture, to the delivery by the Company of
an Officers' Certificate stating that the obligation referred to in (a) 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 -- 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 (a) 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, (b) the Book-Entry Depositary notifies
the Company that it is unwilling or unable to continue as Book-Entry Depositary
with respect to this Security and no successor is appointed within 120 days, (c)
the Company executes and delivers to the Trustee an Officers' Certificate
providing that this Security shall be so exchangeable or (d) there shall have
occurred and be continuing an Event of Default with respect to the Securities of
this series and the Holder, in such circumstance, 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 - - 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 part
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 -- 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 -- 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 which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

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.


                                            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
appointed with respect to any series of Securities, then the Trustee's
Certificate of Authentication by such Authenticating Agent to be borne by the
Securities of each such series shall be substantially as follows:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                        BANKERS TRUST COMPANY
                                           as Trustee


                                         By: [NAME OF AUTHENTICATING
                                                  AGENT]
                                             Authenticating Agent


                                         By:
                                             Authorized Signatory


                                  ARTICLE THREE

                                 THE SECURITIES

SECTION  301.     Amount Unlimited; Issuable in Series

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

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

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

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

                  (3) the Person to whom any interest on a Security of the
         series shall be payable, if other than the bearer (in the case of a
         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);

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

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

                  (6) the place or places, if any, in addition to or in the
         place of the Corporate Trust Office, where the principal of (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;

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

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

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

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

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

                  (12) 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;

                  (13) 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;

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

                  (15) if the Securities of the series shall be issued in whole
         or in part in the form of one or more Global Securities, (i) whether
         beneficial owners of interests in any such Global Security 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;

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

                  (17)     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

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

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

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

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

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

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

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

                  Each Security shall be dated the date of its authentication.

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

SECTION 304.      Transfer Agent and Paying Agent

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

                  The Company shall enter into an appropriate agency agreement
with any Registrar, Transfer Agent or Paying Agent not a party to this
Indenture, which shall implement the provisions of this Indenture that relate to
such Person. The Company shall notify the Trustee of the name and address of any
such Person. If the Company fails to maintain a Registrar or Paying Agent, the
Trustee shall act as such and shall be entitled to appropriate compensation
therefor pursuant to Section 607. The Company initially appoints the Trustee as
Registrar, Transfer Agent and Principal Paying Agent in The City of New York and
Bankers Trust 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 which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued, in
registered form or, if authorized, in bearer form, and with such appropriate
insertions, omissions, substitutions and other variations as the [officer or
officers] executing such Securities may determine, as evidenced by their
execution of such Securities.

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

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

SECTION 306.      Registration, Registration of Transfer and Exchange

                  The Company shall cause to be kept at the Corporate Trust
Office 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 coregistrars and the term
"Security Registrar" includes any coregistrar.

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

                  At the option of the Holder, any Registered Security or
Registered Securities of any series, other than a Global Security, may be
exchanged for other Registered Securities of the same series, of any authorized
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Registered Securities to be exchanged at such office or agency. Whenever
any Securities are so surrendered for exchange, the Company shall execute, and
upon receipt of a Company Order the Trustee or the Authenticating Agent shall
authenticate and deliver, the Registered Securities which the Holder making the
exchange is entitled to receive. Bearer Securities may not be delivered by the
Trustee, the Authenticating Agent or the Security Registrar in exchange for
Registered Securities.

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

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

                  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 sixteen day
period immediately prior to and including each Interest Payment Date.

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

                  The Company shall not be required (i) to issue, register the
transfer of or exchange Securities of any series during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of
redemption under Section 1103 and ending at the close of business on the day of
such mailing, (ii) to register the transfer of or exchange any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part or (iii) to exchange any Bearer Security so
selected for redemption except that such a Bearer Security may be exchanged for
a Registered Security of the series (but only if and under the circumstances for
which the Securities of such series are issuable as Registered Securities),
provided that such Registered Security shall be immediately surrendered for
redemption with written instructions for payment consistent with the provisions
of this Indenture.

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

SECTION 307.      Mutilated, Destroyed, Lost and Stolen Securities

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

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

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

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

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

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

SECTION 308.      Payment of Interest; Interest Rights Reserved

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

                  Payment of interest, if any, in respect of any Registered
Security will be made by check mailed to the address of the Person entitled
thereto as such person's address appearing in the Security Register. Payment of
interest, if any, in respect of any Registered Security may also be made, in the
case of a Holder of at least U.S. $1,000,000 aggregate principal amount of
Registered Securities, and payment of interest, if any, in respect of a
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 (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Registered Securities of
         such series (or their respective Predecessor Securities) are registered
         at the close of business on a Special Record Date for the payment of
         such Defaulted Interest, which shall be fixed in the following manner.
         The Company shall notify the Trustee in writing of the amount of
         Defaulted Interest proposed to be paid on each Registered Security of
         such series and the date of the proposed payment, and at the same time
         the Company shall deposit with the Trustee an amount of money equal to
         the aggregate amount proposed to be paid in respect of such Defaulted
         Interest or shall make arrangements satisfactory to the Trustee for
         such deposit prior to the date of the proposed payment, such money when
         deposited to be held in trust for the benefit of the Persons entitled
         to such Defaulted Interest as in this clause provided. Thereupon the
         Trustee shall fix a Special Record Date for the payment of such
         Defaulted Interest which shall be not more than 15 days and not less
         than 10 days prior to the date of the proposed payment and not less
         than 10 days after the receipt by the Trustee of the notice of the
         proposed payment. Unless the Trustee is acting as the Security
         Registrar, promptly after such Special Record Date, the Company shall
         furnish the Trustee with a list, or shall make arrangements
         satisfactory to the Trustee with respect thereto, of the names and
         addresses of, and respective principal amounts of such Registered
         Securities held by, the Holders appearing on the Security Register at
         the close of business on such Special Record Date. The Trustee shall
         promptly notify the Company of such Special Record Date and, in the
         name and at the expense of the Company, shall cause notice of the
         proposed payment of such Defaulted Interest and the Special Record Date
         therefor to be mailed, first-class postage prepaid, to each Holder of
         Securities of such series at his address as it appears in the Security
         Register, not less than 10 days prior to such Special Record Date.
         Notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor having been so mailed, such Defaulted
         Interest shall be paid to the Persons in whose names the Securities of
         such series (or their respective Predecessor Securities) are registered
         at the close of business on such Special Record Date and shall no
         longer be payable pursuant to the following clause (2).

                  (2) The Company may make payment of any Defaulted Interest on
         the Registered Securities of any series or any 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 or
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

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

SECTION 310.      Cancellation

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

SECTION 311.      Computation of Interest

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

SECTION 312.      Global Securities

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

                           "This Security is a Global Security within the
         meaning of the Indenture hereinafter referred to and if this Security
         is in bearer form, is held by a Book-Entry Depositary or, if this
         Security is in registered form, is registered in the name of a
         Book-Entry Depositary or a nominee of a Book-Entry Depositary. This
         Security is exchangeable for Securities 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 or
         registered, as the case may be, except in limited circumstances.

                           Unless this Global Security is presented by an
         authorized representative of the Book-Entry Depositary to the Company
         or its agent for registration of transfer, 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 or, if in registered form, the registered owner
         hereof, the Book-Entry Depositary, has an interest herein."

                  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.

                  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 Global Securities shall be canceled by the Trustee. 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.

                  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(16).


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.      Satisfaction and Discharge of Indenture

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

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

                  (B)      all such Securities not theretofore delivered to the
         Trustee for cancellation

                           (i)      have become due and payable, or

                           (ii)     will become due and payable at their Stated
         Maturity within one year, or

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

                           (iv)     are deemed paid and discharged pursuant to 
         Section 403, as applicable.

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

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

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

                  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 607, the
obligations of the Trustee to any Authenticating Agent under Section 614 and, if
money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section 401 or if money or U.S. Government Obligations shall
have been deposited with or received by the Trustee pursuant to Section 403, the
obligations of the Trustee under Section 402 and the last paragraph of Section
1003 shall survive.

SECTION 402.      Application of Trust Money

                  (a) Subject to the provisions of the last paragraph of Section
1003, all money or U.S. Government Obligations deposited with the Trustee
pursuant to Sections 401 or 403 and all money received by the Trustee in respect
of U.S. Government Obligations deposited with the Trustee pursuant to Sections
401 or 403, shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, to the persons
entitled thereto, of the principal of (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 payable by
or on behalf of Holders.

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

                  (d) Any monies paid by the Company to the Trustee or any
Paying Agent, or held by the Company in trust, for the payment of the principal
of 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 Defiance of Securities of any 
                  Series

                  The Company, at its option, (a) 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 (b) omit to
comply with any term, provision or condition set forth in Sections 801, 1004 and
1005 with respect to the Securities of any series, provided that the following
conditions shall have been satisfied:

                  (1) The Company has deposited or caused to be irrevocably
         deposited (except as provided in Section [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 or
         (ii) U.S. Government Obligations which through the payment of interest
         and principal in respect thereof in accordance with their terms will
         provide money in an amount, or (iii) a combination thereof, in each
         case, sufficient to pay and discharge the principal and interest on the
         outstanding Securities of such series on the dates such payments are
         due in accordance with the terms of the Securities of such series, (or
         if the Company has designated a redemption date pursuant to the final
         sentence of this paragraph, to and including the redemption date so
         designated by the Company), and no Event of Default or event which with
         notice or lapse of time would become an Event of Default (including by
         reason of such deposit) with respect to the Securities of such series
         shall have occurred and be continuing on the date of such deposit. 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 (a) 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 nor more than 30 days prior to such Redemption Date in
         accordance with this Indenture.


                                  ARTICLE FIVE

                                    REMEDIES

SECTION  501.     Events of Default

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

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

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

                  (3) default in the payment of any sinking fund installment,
         when and as due by the terms of a Security of that series and
         continuance of such default for a period of 15 days; or

                  (4) material default in the performance, or material breach,
         of any covenant or obligation of the Company in this Indenture (other
         than a covenant a default in whose performance or whose breach is
         elsewhere in this Section 501 specifically dealt with or which has
         expressly been included in this Indenture solely for the benefit of a
         series of Securities other than that series) and continuance of such
         material default or breach for a period of 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; or

                  (5) 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 any Significant Subsidiary, 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 or any
         Significant Subsidiary, 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 such
         Significant Subsidiary or waived by the holders of such indebtedness,
         then the Event of Default hereunder by reason thereof shall be deemed
         likewise to have been remedied, cured or waived without further action
         upon the part of the Trustee or any of the Holders; or

                  (6) The failure of the Company or a Significant Subsidiary
         generally to pay its debts as they become due, or the admission in
         writing of its inability to pay its debts generally, or the making of a
         general assignment for the benefit of its creditors, or the institution
         of any proceeding by or against the Company or a Significant Subsidiary
         (other than any such proceeding brought against the Company or a
         Significant Subsidiary that is dismissed within 180 days from the
         commencement thereof) seeking to adjudicate it bankrupt or insolvent,
         or seeking liquidation, winding up, reorganization, arrangement,
         adjustment, protection, relief or composition (in each case, other than
         a solvent liquidation, winding up, reorganization, arrangement,
         adjustment, protection, relief or composition) of it or its debts under
         any law relating to bankruptcy, insolvency, reorganization, moratorium
         or relief of debtors, or seeking the entry of an order for relief or
         appointment of an administrator, receiver, trustee, intervenor or other
         similar official for it or for any substantial part of its property, or
         the taking of any action by the Company or a Significant Subsidiary to
         authorize any of the actions set forth in this subparagraph (6); or

                  (7) 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 which has become due solely by reason of such declaration of
acceleration) then such declaration of acceleration and its consequences shall
be automatically annulled and rescinded.

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

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

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

                  The Company covenants that if

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

                  (2)      default is made in the payment of the principal of 
         (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 counsel.

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

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

SECTION 504.      Trustee May File Proofs of Claim

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

                  (i) to file and prove a claim for the whole amount of
         principal (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 counsel) and
         of the Holders allowed in such judicial proceeding, and

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

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

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

SECTION 505.      Trustee May Enforce Claims Without Possession of Securities

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

SECTION 506.      Application of Money Collected

                  Any money collected by the Trustee pursuant to this Article
shall be applied in the following order with respect to the Securities of any
series, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal (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 moneys shall be insufficient to pay in full
         the whole amount so due and unpaid upon the Securities of such series,
         then to the payment of such principal and any premium and interest,
         without preference or priority of principal over interest, or of
         interest over principal or premium, or of any installment of interest
         over any other installment of interest, or of any Security of such
         series over any other Security of such series, ratably to the aggregate
         of such principal and any premium and accrued and unpaid interest; and

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

SECTION 507.      Limitation on Suits

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

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

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

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

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

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

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

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

                  Subject to Section 507, 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 307) interest, if
any, on such Security on the Stated Maturity or Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

SECTION 509.      Restoration of Rights and Remedies

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

SECTION 510.      Rights and Remedies Cumulative

                  Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 306, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

SECTION 511.      Delay or Omission Not Waiver

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

SECTION 512.      Control by Holders

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

                  (1)      such direction shall not be in conflict with any 
         rule of law or with this Indenture,

                  (2)      the Trustee may take any other action deemed proper 
         by the Trustee which is not inconsistent with such direction, and

                  (3) the Trustee shall not determine that the action so
         directed would be prejudicial to Holders not taking part in such
         action.

SECTION 513.      Waiver of Past Defaults

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

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

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

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

SECTION 514.      Undertaking for Costs.

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


                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601.      Certain Duties and Responsibilities

                  (a)      Except during the continuance of a default with 
         Respect to the Securities of any series,

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

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

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

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

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

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

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

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

SECTION 602.      Notice of Defaults

                  Within 90 days after the occurrence of any default hereunder
with respect to the Securities of any series, the Trustee shall transmit by mail
to all Holders of Securities of such series notice of such default hereunder
known to the Trustee, unless such default shall have been cured or waived;
provided, however, that, except in the case of a default in the payment of the
principal of (or premium, if any) or interest, if any, on any Security of such
series or in the payment of any sinking fund installment with respect to
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors or a Responsible Officer of the Trustee in good
faith determine that the withholding of such notice is in the interest of the
Holders of Securities of such series; and provided, further, that in the case of
any default of the character specified in Section 501(4) with respect to
Securities of such series, no such notice to Holders shall be given until at
least 30 days after the occurrence thereof. For the purpose of this Section 602,
the term "default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to Securities of such
series.

SECTION 603.      Certain Rights of Trustee

         Subject to the provisions of Section 601:

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

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

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

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

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

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

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

SECTION 604.      Not Responsible for Recitals or Issuance of Securities

                  The recitals contained herein and in the Securities, except
the Trustee's certificates of authentication, shall be taken as the statements
of the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.

SECTION 605.      May Hold Securities

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

SECTION 606.      Money Held in Trust

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

SECTION 607.      Compensation and Reimbursement

                  The Company agrees

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

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

                  (3) to indemnify the Trustee, its officers, directors and
         employees for, and to hold it harmless against, any loss, liability or
         expense incurred without negligence, bad faith, or willful misconduct
         on its part, arising out of or in connection with the acceptance or
         administration of the trust or trusts hereunder, including the costs
         and expenses of defending itself against any claim or liability in
         connection with the exercise or performance of any of its powers or
         duties hereunder. Obligations under this Section 607(3) will survive
         the satisfaction and discharge of this Indenture pursuant to Section
         401 hereof.

SECTION 608.      Disqualification; Conflicting Interests

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

SECTION 609.      Corporate Trustee Required; Eligibility

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

SECTION 610.      Resignation and Removal; Appointment of Successor Trustee

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

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

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

                  (d)  If at any time:

                  (1) the Trustee shall fail to comply with section 310(b) of
         the Trust Indenture Act pursuant to Section 608 with respect to any
         series of Securities after written request therefor by the Company or
         by any Holder who has been a bona fide Holder of a Security for at
         least six months, or

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

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

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

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

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

SECTION 611.      Acceptance of Appointment by Successor

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

                  (b) In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but on request of the company or any successor
trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates.

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

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

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

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

SECTION 613.      Preferential Collecting of Claims Against Company

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

                  (1) an amount equal to any and all reductions in the amount
         due and owing upon any claim as such creditor in respect of principal
         or interest effected after the beginning of such three months' period
         and valid as against the Company and its other creditors, except any
         such reduction resulting from the receipt or disposition of any
         property described in paragraph (2) of this Subsection, or from the
         exercise of any right of 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

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

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

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

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

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

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

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

                  If the Trustee shall be required to account for the funds and
property held in such 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 which has resigned or been removed after the
beginning of such three months' period shall be subject to the provisions of
this Subsection as though such resignation or removal had not occurred. If any
Trustee has resigned or been removed prior to the beginning of such three
months' period, it shall be subject to the provisions of this Subsection if and
only if the following conditions exist:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                           (5)      the term "Company" means any obligor upon 
                  the Securities; and

                           (6) the term "Federal Bankruptcy Act" means the
                           Bankruptcy Code or Title 11 of the United States
                           Code.

SECTION 614.      Authenticating Agents

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

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

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

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

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

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

                              BANKERS TRUST COMPANY
                                                        As Trustee


                              [NAME OF AUTHENTICATING AGENT]
                                                        Authenticating Agent


                              By:

                                                        Authorized Signatory


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

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

                  (a) semi-annually, not later than 15 days after each Regular
         Record Date, or, in the case of any series of Registered Securities on
         which 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

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

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

SECTION 702.      Preservation of Information; Communications to Holders

                  (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 701 and the names
and addresses of Holders received by the Trustee in its capacity as Security
Registrar. 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 which is specified in such request,
with reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the reasonable expenses
of mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the beat interest of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail
copies of such material to all such Holders with reasonable promptness after the
entry of such order and the renewal of such tender; otherwise the Trustee shall
be relieved of any obligation or duty to such applicants respecting their
application.

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

SECTION 703.      Reports by Trustee

                  (a) Within 60 days after ____ 1 of each year, commencing
____1, 1997, the Trustee shall transmit by mail to all Holders of Securities a
brief report dated as of such ____ 1, of such year with respect to any of the
following events which may have occurred within the previous 12 months (but if
no such event has occurred within such period no report need be transmitted):

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

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

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

                  (4) any change to the amount, interest rate and maturity date
         of all other indebtedness owing by the Company (or by any other obligor
         on the Securities) to the Trustee in its individual capacity, on the
         date of such report, with a brief description of any property held as
         collateral security therefor, except an indebtedness based upon a
         creditor relationship arising in any manner described in Sections
         613(b)(2), (3), (4) or (6);

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

                  (6)      any additional issue of Securities which the Trustee
         has not previously reported; and

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

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

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

SECTION 704.      Reports by Company

                  The Company shall:

                  (1) file with the Trustee, within 15 days after the Company is
         required to file the same with the Commission, copies of the annual
         reports and of the information, documents and other reports (or copies
         of such portions of any of the foregoing as the Commission may from
         time to time by rules and regulations prescribe) which the Company may
         be required to file with the Commission pursuant to Section 13 or
         Section 15(d) of the Securities Exchange Act of 1934; or, if the
         Company is not required to file information, documents or reports
         pursuant to either of said Sections and one or more series of the
         Securities is listed on a U.S. national securities exchange, then it
         shall file with the Trustee and the Commission, in accordance with
         rules and regulations prescribed from time to time by the Commission,
         such of the supplementary and periodic information, documents and
         reports which may be required pursuant to Section 13 of the Securities
         Exchange Act of 1934 in respect of a security listed and registered on
         a U.S. national securities exchange as may be prescribed from time to
         time in such rules and regulations;

                  (2) file with the Trustee and the Commission, in accordance
         with rules and regulations prescribed from time to time by the
         Commission, such additional information, documents and reports with
         respect to compliance by the Company with the conditions and covenants
         of this Indenture as way be required from time to time by such rules
         and regulations; and

                  (3) transmit by mail to all Holders of Securities within 30
         days after the filing thereof with the Trustee, such summaries of any
         information, documents and reports required to be filed by the Company
         pursuant to paragraphs (1) and (2) of this Section 704 as may be
         required by rules and regulations prescribed from time to time by the
         Commission.


                                  ARTICLE EIGHT

                CONSOLIDATION, MERGER, CONVEYANCE, SALE OR LEASE

SECTION  801.     Company 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 (a) the successor entity assumes the Company's
applicable obligations on the Securities and (b) immediately after giving effect
to such transaction no Event of Default and; no event which, after notice or
lapse of time or both, would become an Event of Default, shall have happened and
be continuing. In addition, 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 which, after
notice or lapse of time or both, would become an Event of Default shall have
happened and be continuing.

                  In the event that any such successor entity is organized under
the laws of a country located outside of 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 or 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 NINE

                             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:

                  (1)      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;

                  (2) 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;

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

                  (4) to add to or change any of the provisions of this
         Indenture to such extent as shall be necessary to permit or facilitate
         the issuance of 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;

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

                  (6)      to secure the Securities;

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

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

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

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

                  (11) to modify, alter, amend or supplement this Indenture in
         any other respect which is not materially adverse to Holders, which
         does not involve a change described in clauses (1), (2) or (3) of
         Section 902 hereof and which, in the 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 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,

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

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

                  (3) modify any of the provisions of this Section 902 or
         Section 513, except to increase any such percentage or to provide that
         certain other provisions of this Indenture cannot be modified or waived
         without the consent of the Holder of each Outstanding Security affected
         thereby, provided, however, that this clause shall not be deemed to
         require the consent of any Holder with respect to changes in the
         references to "the Trustee" and concomitant changes in this Section
         902, or the deletion of this proviso, in accordance with the
         requirements of Sections 611(b) and 901(8).

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

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

SECTION 903.      Execution of Supplemental Indentures

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

SECTION 904.      Effect of Supplemental Indentures

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

SECTION 905.      Conformity with Trust Indenture Act

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

SECTION 906.      Reference in Securities to Supplemental Indentures

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


                                   ARTICLE TEN

                                    COVENANTS

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

                  The Company covenants and agrees for the benefit of each
series of Securities that it will duly and punctually pay the principal of (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 payments made or to be
made by the Book-Entry Depositary to DTC in respect of the Securities of a
series or the Book-Entry Interests. None of the Company, the Trustee, the
Book-entry Depositary or any agent of any of the foregoing will have any
responsibility or liability for any aspect relating to payments made or to be
made by DTC on account of a Participant's or Indirect Participant's ownership of
an interest in the Book-Entry 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 which is located outside the United Kingdom for each series of
Securities.

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

                  If the Company shall at any time act as its own Paying Agent
with respect to any series of Securities, it will, on or before each due date of
the principal of (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:

                  (1) 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;

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

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

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

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of (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, neither the Company nor any Significant Subsidiary shall
issue, assume or guarantee any notes, bonds, debentures or other similar
evidences of indebtedness, in each case for money borrowed ("Debt"), secured by
a Lien upon any property or assets (other than cash) 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:

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

                  (b) (i) any Lien created or arising over any property which is
         acquired, constructed or created by the Company or any of its
         Significant Subsidiaries, but only if (A) such Lien secures only
         principal amounts (not exceeding the cost of such acquisition,
         construction or creation) raised for the purposes of such acquisition,
         construction or creation, together with any costs, expenses, interest
         and fees incurred in relation thereto or a guarantee given in respect
         thereof, (B) such Lien is created or arises on or before 90 days after
         the completion of such acquisition, construction or creation and (C)
         such Lien is confined solely to the property so acquired, constructed
         or created; or (ii) any Lien to secure 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 or a
         Significant Subsidiary 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);

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

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

                  (e)      Liens in favor of the Company or a Significant 
         Subsidiary;

                  (f) (i) Liens on any property or assets acquired from a
         corporation which is merged with or into the Company or a Significant
         Subsidiary, or any Liens on the property or assets of any corporation
         or other entity existing at the time such corporation or other entity
         becomes a Subsidiary of the 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); (ii) any Lien on any property or
         assets existing at the time of acquisition thereof and which is not
         created in anticipation of such acquisition (unless such Lien was
         created to secure or provide for the payment of any part of the
         purchase price of such property or assets); and (iii) any Lien created
         or outstanding on or over any asset of any company which becomes a
         Significant 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 Significant Subsidiary;

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

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

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

         Notwithstanding the foregoing, the Company and/or a Significant
Subsidiary may create or permit to subsist Liens over any property or assets ,
so long as the aggregate amount of Debt secured by all such Liens (excluding
therefrom the amount of Debt secured by Liens set forth in clauses (a) through
(i), inclusive, above) does not exceed 10% of 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 remains outstanding neither it nor any Significant
Subsidiary will enter into any arrangement with any person (other than the
Company or a Significant Subsidiary), providing for the leasing to the Company
or a Significant Subsidiary of any assets which have been or are to be sold or
transferred by the Company or such Significant Subsidiary to such person (a
"Sale and Lease-Back Transaction") unless; (i) such transaction involves a lease
for a temporary period not to exceed three years; (ii) such transaction is
between the Company or a Significant Subsidiary and an 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 Consolidated Net Tangible Assets; or (vi) the Company or a
Significant Subsidiary within the twelve months preceding the sale or transfer
or the twelve months following the sale or transfer, regardless of whether such
sale or transfer may have been made by the Company or such Significant
Subsidiary, applies in the case of a sale or transfer for cash, an amount equal
to the net proceeds thereof and, in the case of a sale or transfer otherwise
than for cash, an amount equal to the fair value of the assets so leased at the
time of entering into such arrangement (as determined by the Board of Directors
of the Company or such Significant Subsidiary), (a) to the retirement of
indebtedness for money borrowed, incurred or assumed by the Company or a
Significant Subsidiary, which by its terms matures at, or is extendible or
renewable at the option of the obligor to, a date more than twelve months after
the date of incurring, assuming or guaranteeing such debt or (b) to investment
in any assets of the Company or any Significant Subsidiary.

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 such signer of his duties as an officer of the
Company he would normally have knowledge of any default by the Company in the
performance and observance of any of the covenants contained in Sections 1001 to
1008, stating whether or not he has knowledge of any such default without regard
to any period of grace or requirement of notice and, if so, specifying each such
default of which such signer has knowledge and the nature thereof.

SECTION 1007.     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 any series if before the time for such compliance the Holders of
at least a majority in aggregate principal amount of the Outstanding Securities
of such series shall, by Act of such Holders, either 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 (a) change the stated maturity upon which the
principal of or the interest on the Securities is due and payable, (b) reduce
the principal amount thereof or the rate of interest thereon, (c) change any
obligation of the Company to pay Additional Amounts, (d) change any place of
payment or the currency in which, the Securities or any premium or the interest
thereon is payable, (e) impair the right to institute suit for the enforcement
of any such payment on or after the stated maturity thereof (or, in the case of
redemption, on or after redemption date) or (f) reduce the percentage in
principal amount of the outstanding Securities, the consent of whose Holders is
required for any waiver of compliance with certain provisions of the Indenture
or certain defaults hereunder and their consequences provided for in the
Indenture. The Securities owned by the Company 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 shall execute and deliver all such
other documents, instruments and agreements and do all such other acts and
things as may be reasonably required to enable the Trustee to exercise and
enforce its rights under this Indenture and under the documents, instruments and
agreements required under this Indenture and to carry out the intent of this
Indenture.

SECTION 1009.     Payment of Additional Amounts

                  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
("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:

                  (a) 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; or

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

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

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

                  (e) to, or to a Person on behalf of, a Holder of a definitive
         Registered Security issued pursuant to the request of owners
         representing a majority in outstanding principal amount in the
         Book-Entry Interest following and during the continuance of an Event of
         Default if such Holder (or any predecessor Holder) was one of such
         owners requesting that definitive Registered Securities be so issued.

                  Such Additional Amounts will also not be payable where, had
the beneficial owner of the Security (or any interest therein) been the Holder
of the Security, he would not have been entitled to payment of Additional
Amounts by reason of any one or more of clauses (a) through (e) above. If the
Company 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 which may be payable as set forth in this Indenture or in the
Securities.

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

                  The Company shall furnish to the Trustee the official receipts
(or a certified copy of the official receipts) evidencing payment of 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 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 on a Business Day during normal business hours at the offices of the
paying agents and at the office of the listing agent required to be maintained
by such exchange for so long as the Securities of such series are outstanding
and are listed on such stock exchange.


                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION  1101.    Applicability of Article

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

SECTION 1102.     Election to Redeem; Notice to Trustee

                  The election of the Company to redeem any Securities shall be
authorized by a Board of Directors resolution and evidenced by an Officers'
Certificate. In case of any redemption at the election of the Company of less
than all the Securities of any series, the Company shall, at least 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 which is subject to a
condition specified in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction or condition.

SECTION 1103.     Selection by Trustee of Securities to Be Redeemed

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

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

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

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

SECTION 1104.     Notice of Redemption

                  Notice of redemption shall be given not less than 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:

                  (1)      the Redemption Date,

                  (2)      the Redemption Price,

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

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

                  (5)      the place or places where such Securities are to be 
         surrendered for payment of the Redemption Price, and

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

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

SECTION 1105.     Deposit of Redemption Price

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

SECTION 1106.     Securities Payable on Redemption Date

                  Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued and unpaid interest) such Securities shall cease to bear interest. Upon
surrender of any such Security for redemption in accordance with said notice,
such Security shall be paid by the Company at the Redemption Price, together
with accrued and unpaid interest to the Redemption Date; provided, however, that
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, and in the case of Registered Securities, registered as
such at the close of business on the relevant Record Dates according to their
terms and the provisions of Section 307.

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

SECTION 1107.     Securities Redeemed in Part

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

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

                  The Securities of any series may be redeemed at the election
of the Company, as a whole, but not in part, by the giving of notice as provided
in Section 1104, at a price equal to the outstanding principal amount thereof,
together with Additional Amounts, if any, and accrued interest, if any, to the
Redemption Date, if (a) the Company satisfies the Trustee that it has or will
become obligated to pay Additional Amounts on the Securities of such series, as
a result of either (x) any change in, or amendment to, the laws or regulations
of 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 date of the relevant underwriting
agreement for the Securities of such series, or (y) the issuance of definitive
Registered Securities as the result of DTC having notified the Company and the
Book-Entry Depositary that it is unable or unwilling to continue to hold the
Book-Entry Interest or at any time ceasing to be a "clearing agency" registered
as such under the Exchange Act and, in either case, a successor not being
appointed by the Company within 120 days or the Book-entry Depositary notifying
the Company that it is unwilling or unable to continue as Book-Entry Depositary
with respect to the Securities of such series and a successor Book-Entry
Depositary not being appointed being within 120 days or there having occurred
and being continuing an Event of Default with respect to the Securities of such
series and the Holder, in such circumstances, having requested in writing a
definitive Registered Security, and (b) such obligation cannot be avoided by the
Company 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 obligated to pay such Additional
Amounts, were a payment in respect of the Securities then due. Prior to the
giving of notice of redemption of such Securities pursuant to this Indenture,
the Company will deliver to the Trustee an Officers' Certificate stating that
the obligation to pay such Additional Amounts cannot be avoided by the Company
taking reasonable measures available to it, and the Trustee shall accept such
certificate as sufficient evidence of such condition, and such certificate shall
be conclusive and binding on the Holders of the Securities of such series.


                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION  1201.    Applicability of Article

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

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

SECTION 1202.     Satisfaction of Sinking Fund Payments with Securities

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

SECTION 1203.     Redemption of Securities for Sinking Fund

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

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

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


                                ARTICLE THIRTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

SECTION  1301     Purposes of Meetings:

                  A meeting of the Holders may be called at any time from time
to time pursuant to this Article Thirteen for any of the following purposes.

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

                  (2)      to remove the Trustee and appoint a successor 
         trustee pursuant to Article Six hereof;

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

SECTION 1302      Place of Meetings

                  (a) The Trustee may at any time (upon not less than 21 days'
notice) call a meeting of Holders to be held at such time and at such place in
the location determined by the Trustee pursuant to Section 1302 hereof. Notice
of every meeting of Holders, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting,
shall be mailed to each Holder and published in the manner contemplated by
Section 106 hereof.

                  (b) In case at any time the Company, pursuant to a Board
Resolution, or the Holders of at least 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
in the location determined by the Company or the Holders pursuant to this
Section 1302 for such meeting and may call such meeting to take any action
authorized in Section 1301 hereof by giving notice thereof as provided in
Section 1302(a) hereof.

SECTION 1303      Voting at Meetings.

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

SECTION 1304      Voting Rights, Conduct and Adjournment.

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

                  (b) At any meeting of Holders, the representative of Persons
holding or representing Securities of a series in an aggregate principal amount
sufficient under the appropriate provision of this Indenture to take action upon
the business for the transaction of which such meeting was called shall
constitute a quorum. Any meetings of Holders duly called pursuant to Section
1303 hereof may be adjourned form time to time by vote of the Holders (or
proxies for the Holders) of a majority of the Securities of a series represented
at the meeting and entitled to vote, whether or not a quorum shall be present;
and the meeting may be held as so adjourned without further notice. No action at
a meeting of Holders shall be effective unless approved by Persons holding or
representing Securities of a series in the aggregate principal amount required
by the provision of this Indenture pursuant to which such action is being taken.

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

SECTION 1305      Revocation of Consent by Holders.

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

                                ARTICLE FOURTEEN

                                  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 which 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 1301 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 1301 (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.


         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.

                                        SOUTHERN INVESTMENTS UK plc


                                        By______________________________
                                             Title:
Attest:

------------------------------


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


                                        By______________________________
                                             Title:
Attest:

------------------------------

                                        BANKERS TRUST LUXEMBOURG S.A.
                                        as Paying Agent and Transfer Agent


                                        By______________________________
                                             Title:


<PAGE>


STATE OF GEORGIA  )
                                    )       ss.:
COUNTY OF FULTON  )


                  On the 21 day of November 1996, before me personally came
Edwin H. Adams, to me known, who, being by me duly sworn, did depose and say
that he is a of Southern Investments UK plc, one of the corporations described
in and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.


                                            ------------------------------




*NOTE:  This table of contents shall not, for any purpose, be deemed to be a 
part of the Indenture.