MIDAMERICAN ENERGY HOLDINGS CO /NEW/
TRUST DEED
<DOCUMENT>
<TYPE>EX-10.74
<SEQUENCE>12
<FILENAME>exh10-74.txt
<DESCRIPTION>TRUST DEED
<TEXT>
                                                                   EXHIBIT 10.74


                                                                 CONFORMED COPY



                            DATED 4th February, 1998


                         YORKSHIRE POWER FINANCE LIMITED

                                       and

                          YORKSHIRE POWER GROUP LIMITED

                                       and

                         BANKERS TRUSTEE COMPANY LIMITED



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

                                   TRUST DEED


                                  constituting

                               (pound)200,000,000

                         7.25 per cent, Guaranteed Bonds
                                    due 2028
                        (with authority to issue further
                                 bonds or notes)


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



                                 For the Issuer
                               and the Guarantor:

                                  Allen & Overy
                                 One New Change
                                 London EC4M9QQ

                                For the Trustee:

                                 Clifford Chance
                              200 Aldersgate Street
                                 London EC1A 4JJ




<PAGE>



                                    CONTENTS
Clause
                                                                            Page

1.  Definitions                                                                1
2.  Covenant to Repay and to Pay Interest on Original Bonds                   10
3.  Form and Issue of Original Bonds and Original Coupons                     13
4.  Fees, Duties and Taxes                                                    14
5.  Covenant of Compliance                                                    14
6.  Cancellation of Securities and Records                                    14
7.  Guarantee and Indemnity                                                   15
8.  Enforcement                                                               18
9.  Proceedings, Action and Indemnification                                   18
10. Application of Moneys                                                     18
11. Notice of Payments                                                        19
12. Investment by Trustee                                                     19
13. Partial Payments                                                          20
14. Covenants by the Issuer and the Guarantor                                 20
15. Remuneration and Indemnification of Trustee                               24
16. Supplement to Trustee Act 1925                                            26
17. Trustee's Liability                                                       29
18. Trustee Contracting with Issuer and Guarantor                             29
19. Waiver, Authorisation and Determination                                   30
20. Holder of Definitive Bearer Security assumed to be Couponholder           30
21. Substitution                                                              31
22. Currency Indemnity                                                        32
23. New Trustee                                                               32
24. Trustee's Retirement and Removal                                          33
25. Trustee's Powers to be Additional                                         34
26. Notices                                                                   34
27. Governing Law                                                             35
28. Submission to Jurisdiction                                                35
29. Counterparts                                                              36

Schedule
First         Form of Original Temporary Global Bond                          37
              Form of Original Permanent Global Bond                          48
Second        Form of Original Bond                                           55
              Form of Original Coupon                                         57
              Form of Original Talon                                          58
              Conditions of the Original Bonds                                60
Third         Register and Transfer of Registered Securities                  75
Fourth        Provisions for Meetings of Holders                              77



<PAGE>


THIS TRUST DEED is made on 4th February, 1998 BETWEEN:

(1)      YORKSHIRE POWER FINANCE LIMITED, a company incorporated under the laws
         of the Cayman Islands, whose registered office is at P.O. Box 309,
         George Town, Grand Cayman, Cayman Islands (the "Issuer");

(2)      YORKSHIRE POWER GROUP LIMITED, a company incorporated under the laws of
         England, whose registered office is at Wetherby Road, Scarcroft, Leeds
         LS14 3HS (the "Guarantor"); and

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

WHEREAS:

(1)      By resolutions of the board of directors of the Issuer passed on 5th
         January, 1998 and by resolutions of a duly authorised committee of the
         board of directors of the Issuer passed on 22nd January, 1998 the
         Issuer has resolved to issue (pound)200,000,000 7.25 per cent.
         Guaranteed Bonds due 2028 to be constituted by this Trust Deed.

(2)      By a resolution of the Board of Directors of the Guarantor passed on
         2nd December, 1997 the Guarantor has agreed to guarantee the said Bonds
         and to enter into certain covenants as set out in this Trust Deed.

(3)      The said Bonds in definitive form will be in bearer form with Coupons
         attached.

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

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

1.       DEFINITIONS

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

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

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

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

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

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

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

         "Capital and Reserves" has the meaning set out in Condition 3;

         "Cedel Bank" means Cedel Bank, societe anonyme;

         "Conditions" means:

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

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

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

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

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

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

         "Excluded Subsidiary" has the meaning set out in Condition 3;

         "Extraordinary Resolution" has the meaning set out in paragraph 21 of
         the Fourth Schedule;

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

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

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

         "indebtedness for borrowed money" has the meaning set out in Condition
3;

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

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

         "Original Bonds" means the bonds (in bearer form) comprising the said
         (pound)200,000,000 7.25 per cent. Guaranteed Bonds due 2028 of the
         Issuer hereby constituted or the principal amount thereof for the time
         being outstanding or, as the context may require, a specific number
         thereof and includes any replacements for Original Bonds issued
         pursuant to Condition 14, where the context so requires or admits any
         Original Receipts and (except for the purposes of Clause 3) the
         Original Temporary Global Bond and the Original Permanent Global Bond;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         PROVIDED THAT for each of the following purposes, namely:
<PAGE>

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

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

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

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

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

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

         "PES Licence" has the meaning set out in Condition 3(j);

         "PES Subsidiary" has the meaning set out in Condition 3;

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

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

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

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

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

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

         (b)      to which is  transferred  all or  substantially  all of the
                  business,  undertaking  and assets of a Subsidiary of the
                  Guarantor which  immediately  prior to such transfer is a
                  Principal  Subsidiary of the Guarantor,  provided that the
                  transferor  Subsidiary shall upon such   transfer  forthwith
                  cease to be a Principal  Subsidiary  of the Guarantor and the
                  transferee Subsidiary shall cease to be a Principal Subsidiary
                  of the Guarantor  pursuant to this  sub-paragraph (b) on the
                  date on which the consolidated  accounts of the Guarantor and
                  its  Subsidiaries  for the financial  period  current at the
                  date of such transfer  have been  prepared and audited as
                  aforesaid but so that such  transferor Subsidiary or such
                  transferee  Subsidiary  may be a Principal  Subsidiary of the
                  Guarantor on or at any time  after the date on which such
                  consolidated  accounts  have been  prepared  and  audited as
                  aforesaid  by virtue of the  provisions of  sub-paragraph (a)
                  above or  before,  on or at any time after such date by virtue
                  of the provisions of this  sub-paragraph (b) or sub-paragraph
                  (c) below; or

         (c)      to which is transferred a business, an  undertaking  or assets
                  which,  taken  together  with the business,  undertaking  and
                  assets of the transferee  Subsidiary,  generated (or, in the
                  case of the transferee  Subsidiary  being  acquired  after the
                  end of the  financial period to which the then latest relevant
                  audited  consolidated, accounts of the Guarantor and its Sub-
                  sidiaries relate, generate net profits before tax attributable
                  to the Guarantor equal to) not less than 20 per cent. of the
                  consolidated net profits before tax attributable to the share-
                  holders of the Guarantor, or represent (or, in the case afore-
                  said, are equal to) not less than 20 per cent, of the consoli-
                  dated gross assets, of the  Guarantor  and its  Subsidiaries
                  taken as a  whole,  all as  calculated  as referred to in sub-
                  paragraph (a) above,  provided that the  transferor Subsidiary
                  (if a Principal Subsidiary of the Guarantor) shall upon such

<PAGE>

                  transfer  forthwith cease to be a Principal  Subsidiary of the
                  Guarantor  unless  immediately  following such transfer its
                  business,  undertaking and assets generate (or, in the case
                  aforesaid,  generate net profits before tax  attributable to
                  the Guarantor equal to) not less than 20 per cent. of the con-
                  solidated net profits  before tax  attributable  to the share-
                  holders of the Guarantor, or its assets  represent (or, in the
                  case aforesaid,  are equal to)  not  less  than 20 per  cent.
                  of the  consolidated  gross  assets, of the Guarantor  and its
                  Subsidiaries  taken as a whole,  all as calculated as referred
                  to in  sub-paragraph (a) above, and the transferee  Subsidiary
                  shall cease to be a Principal  Subsidiary of the Guarantor
                  pursuant to this  sub-paragraph  (c) on the date on which the
                  consolidated  accounts of the  Guarantor  and its Subsidiaries
                  for the financial period  current at the date of such transfer
                  have been prepared and audited but so that such  transferor
                  Subsidiary or such  transferee  Subsidiary  may be a Principal
                  Subsidiary  of the  Guarantor on or at any time after the date
                  on which such  consolidated  accounts have been prepared and
                  audited as aforesaid by virtue of the provisions of sub-
                  paragraph  (a) above or before,  on or at any time after such
                  date by virtue of the provisions of this  sub-paragraph (c)
                  or sub-paragraph (b) above,

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

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

         A report by the Auditors of the Guarantor that in their opinion a
         Subsidiary of the Guarantor is or is not or was or was not at any
         particular time or throughout any specified period a Principal
         Subsidiary of the Guarantor shall, in the absence of manifest error, be
         conclusive and binding on all parties;

         "Project Finance Indebtedness" has the meaning set out in Condition 3;

         "Receiptholders" means the holders of the Receipts;

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

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

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

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

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

         "Relevant Indebtedness" has the meaning set out in Condition 3;
<PAGE>

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

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

         "Security Interest" has the meaning set out in Condition 3;

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

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

         "Successor" means, in relation to the Agent Bank, the Principal Paying
         Agent, the other Paying Agents, the Reference Banks, the Registrar and
         the Transfer Agents, any successor to any one or more of them in
         relation to the Securities of the relevant series which shall become
         such pursuant to the provisions of these presents, the relative Agent
         Bank Agreement and/or the relative Agency Agreement (as the case may
         be) and/or such other or further agent bank, principal paying agent,
         paying agents, reference banks, registrar and/or transfer agents (as
         the case may be) in relation to such Securities as may (with the prior
         approval of, and on terms previously approved by, the Trustee in
         writing) from time to time be appointed as such, and/or, if applicable,
         such other or further specified offices (in the former case being
         within the same city as those for which they are substituted) as may
         from time to time be nominated, in each case by the Issuer and, if
         applicable, the Guarantor, and (except in the case of the initial
         appointments and specified offices made under and specified in the
         Conditions, the relative Agent Bank Agreement and/or the relative
         Agency Agreement, as the case may be) notice of whose appointment or,
         as the case may be, nomination has been given to the relevant Holders
         pursuant to Clause 14(xiii) in accordance with Condition 15;

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

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

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

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

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

<PAGE>

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

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

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

(B)      (i)      All references in these presents to principal and/or
                  premium and/or interest in respect of the Securities or to any
                  moneys payable by the Issuer and/or the Guarantor under these
                  presents shall be deemed to include a reference to any
                  additional amounts which may be payable under Condition 9 or,
                  if applicable, under any undertaking or covenant given
                  pursuant to Clause 14(xv) or Clause 21(A)(2)(ii).

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

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

         (iv)     All references in these presents to any statute or any
                  provision of any statute shall be deemed also to refer to any
                  statutory modification or re-enactment thereof or any
                  statutory instrument, order or regulation made thereunder or
                  under any such modification or re-enactment.

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

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

         (vii)    All references in these presents to taking proceedings against
                  the Issuer and/or the Guarantor shall be deemed to include
                  references to proving in the winding up of the Issuer and/or
                  the Guarantor (as the case may be).

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

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

<PAGE>

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

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

2.       COVENANT TO REPAY AND TO PAY INTEREST ON ORIGINAL BONDS

(A)      THE aggregate principal amount of the Original Bonds is limited to
         (pound)200,000,000.

(B)      The Issuer  covenants with the Trustee that it will, in accordance with
         these presents, on the due date for the final maturity of the Original
         Bonds  provided for in the  Conditions,  or on such earlier date as the
         same or any part  thereof may become  immediately  due and  repayable
         thereunder,  pay or procure to be paid unconditionally  to or to the
         order of the  Trustee in pounds  sterling  in London in  immediately
         available funds the principal  amount of the Original Bonds  repayable
         on that date and shall in the meantime and until such date (both before
         and after any judgment or other order of a court of  competent juris-
         diction)  pay or procure to be paid  unconditionally to or to the order
         of the Trustee as  aforesaid  interest (which shall accrue  from day to
         day) on the principal amount of the Original Bonds at the rate of 7.25
         per cent. per annum  payable  (less tax, if  appropriate)  annually in
         arrear on 4th August, the first such  payment to be made on 4th August,
         1998  in  respect  of the  period  from  (and  including) 4th February,
         1998 to (but excluding) 4th August, 1998 PROVIDED THAT:

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

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

         (iii)    in any case where payment of the whole or any part of the
                  principal  amount of any Original Bond is improperly  withheld
                  or  refused  upon  due  presentation  thereof  (other than in
                  circumstances contemplated  by proviso (ii) above)  interest
                  shall  accrue on that  principal  amount payment of which has
                  been so  withheld  or refused  (both  before and after any
                  judgment  or other order of a court of competent jurisdiction)
                  at the rate aforesaid  or, if higher,  the rate of interest on
                  judgment  debts for the time being  provided  by English  law)
                  from and  including  the date of such withholding  or refusal
                  up to and including the date on which, upon further  presenta-


<PAGE>

                  tion  of the relevant  Original  Bond,  payment of the full
                  amount  (including interest as  aforesaid) in pounds sterling
                  payable in respect of such  Original  Bond is made or (if
                  earlier) the seventh day after notice is given to the relevant
                  Original  Bondholder  (either  individually  or in accordance
                  with Condition 15) that the full amount (including interest as
                  aforesaid) in pounds sterling payable in respect of such
                  Original Bond is available for payment,  provided  that,  upon
                  further  presentation thereof being duly made, such payment is
                  made.

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

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

(C)      At any time alter an Event of Default or a Potential Event of Default
         shall have occurred or the Securities shall otherwise have become due
         and repayable or the Trustee shall have received any money which it
         proposes to pay under Clause 10 to the Holders and/or Couponholders,
         the Trustee may:

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

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

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

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

         FURTHER ISSUES
<PAGE>

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

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

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

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

(E)      Any Further Securities not forming a single series with the Original
         Bonds or Further Securities of any series shall form a separate series
         and accordingly, unless for any purpose the Trustee in its absolute
         discretion shall otherwise determine, the provisions of sub-clause (C)
         of this Clause and of Clauses 4 to 22 (both inclusive) and 23(B) and
         the Third and Fourth Schedules shall apply mutatis mutandis separately
         and independently to each series of the Securities and in such Clauses
         and Schedules the expressions "Securities", "Holders", "Coupons",
         "Couponholders", "Receipts", "Receiptholders" and "Talons" shall be
         construed accordingly.

3.       FORM AND ISSUE OF ORIGINAL BONDS AND ORIGINAL COUPONS

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

(B)      The Original Temporary Global Bond shall be printed or typed in the
         form or substantially in the form set out in the First Schedule. The


<PAGE>

         Original Temporary Global Bond shall be in the aggregate principal
         amount shown therein and shall be signed manually by a person duly
         authorised by the Issuer on behalf of the Issuer and shall be
         authenticated by or on behalf of the Principal Paying Agent. The
         Original Temporary Global Bond so executed and authenticated shall be a
         binding and valid obligation of the Issuer.

(C)      The Issuer shall issue the Original Permanent Global Bond in exchange
         for the Original Temporary Global Bond in accordance with the
         provisions thereof. The Original Permanent Global Bond shall be printed
         or typed in the form or substantially in the form set out in the First
         Schedule. The Original Permanent Global Bond shall be in the aggregate
         principal amount shown therein and shall be signed manually or in
         facsimile by a person duly authorised by the Issuer on behalf of the
         Issuer and shall be authenticated by or on behalf of the Principal
         Paying Agent. The Original Permanent Global Bond so executed and
         authenticated shall be a binding and valid obligation of the Issuer.

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

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

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

4.       FEES, DUTIES AND TAXES

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

5. COVENANT OF COMPLIANCE

         EACH of the Issuer and the Guarantor severally covenants with the
         Trustee that it will comply with and perform and observe all the
         provisions of these presents which are expressed to be binding on it.


<PAGE>

         The Conditions shall be binding on the Issuer, the Guarantor, the
         Holders and the Couponholders. The Trustee shall be entitled to enforce
         the obligations of the Issuer and the Guarantor under the Securities
         and the Coupons as if the same were set out and contained in the trust
         deeds constituting the same, which shall be read and construed as one
         document with the Securities and the Coupons.

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

6.       CANCELLATION OF SECURITIES AND RECORDS

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

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

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

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

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

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

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

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

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

         shall be given to the Trustee by or on behalf of the Issuer as soon as
         possible and in any event within four months after the date of such
         redemption, purchase, payment, exchange or replacement (as the case may

<PAGE>

         be). The Trustee may accept such certificate as conclusive evidence of
         redemption, purchase, exchange or replacement pro tanto of the
         Securities or payment of interest thereon or exchange of the Talons
         respectively and of cancellation of the relative Securities and
         Coupons.

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

7.       GUARANTEE AND INDEMNITY

(A)      THE Guarantor hereby irrevocably and unconditionally guarantees to the
         Trustee:

         (i)      the due and punctual payment in accordance with the provisions
                  of these presents of the principal of and premium (if any) and
                  interest on the Securities and of any other amounts payable by
                  the Issuer under these presents; and

         (ii)     the due and punctual performance and observance by the Issuer
                  of each of the other provisions of these presents on the
                  Issuer's part to be performed or observed.

(B)      If the Issuer fails for any reason whatsoever punctually to pay any
         such principal, premium, interest or other amount, the Guarantor shall
         cause each and every such payment to be made as if the Guarantor
         instead of the Issuer were expressed to be the primary obligor under
         these presents and not merely as surety (but without affecting the
         nature of the Issuer's obligations) to the intent that the holder of
         the relevant Security, Coupon or Receipt or the Trustee (as the case
         may be) shall receive the same amounts in respect of principal,
         premium, interest or such other amount as would have been receivable
         had such payments been made by the Issuer.

(C)      If any payment received by the Trustee or any Holder or  Couponholder
         under the provisions of these presents shall (whether on the subsequent
         bankruptcy,  insolvency or corporate  reorganisation of the Issuer
         or, without  limitation,  on any other event) be avoided or set aside
         for any reason,  such payment shall not be  considered as  discharging
         or  diminishing  the  liability of the  Guarantor  and this  guarantee
         shall continue to apply as if such payment had at all times  remained
         owing by the Issuer and the Guarantor  shall indemnify the Trustee and
         the Holders  and/or  Couponholders  and/or  Receiptholders (as the case
         may be) in respect  thereof  PROVIDED THAT the  obligations  of the
         Issuer and/or the  Guarantor  under this  sub-clause shall, as regards
         each payment made to the Trustee or any Holder or Couponholder or
         Receiptholder  which is avoided or set aside,  be  contingent upon such
         payment  being  reimbursed  to the Issuer or other  persons entitled
         through the Issuer.

(D)      The  Guarantor  hereby  agrees that its  obligations  under this Clause
         shall be  unconditional  and that the Guarantor  shall be fully  liable
         irrespective of the validity, regularity, legality  or  enforceability
         against  the Issuer of, or of any defence or  counter-claim  whatsoever


<PAGE>

         available  to the Issuer in relation to, its  obligations  under these
         presents,  whether or not any action has been taken to enforce the same
         or any judgment  obtained against the Issuer, whether or not any of the
         other provisions of these presents have been modified,  whether or not
         any time,  indulgence,  waiver,  authorisation  or consent has been
         granted to the  Issuer by or on  behalf of the  Holders  or the Coupon-
         holders  or the  Receiptholders  or the  Trustee, whether or not any
         determination  has been made by the  Trustee pursuant  to Clause 19(A),
         whether or not there have been any  dealings or  transactions  between
         the Issuer,  any of the Holders or  Couponholders  or Receiptholders or
         the  Trustee,  whether  or  not  the  Issuer  has  been  dissolved,
         liquidated, merged, consolidated, bankrupted or has changed its status,
         functions,  control or  ownership,  whether or not the Issuer has been
         prevented from making payment by foreign exchange provisions applicable
         at its place of registration  or  incorporation  and  whether  or not
         any  other  circumstances  have  occurred  which  might otherwise  con-
         stitute a legal or equitable  discharge of or defence to a guarantor.
         Accordingly the validity of  this  guarantee  shall  not  be  affected
         by reason of any invalidity, irregularity,  illegality  or unenforce-
         ability  of all or any of the  obligations  of the Issuer under these
         presents  and this  guarantee shall not be  discharged  nor shall the
         liability of the  Guarantor  under these  presents be affected by any
         act,  thing or omission or means  whatever  whereby its liability would
         not have been  discharged if it had been the principal debtor.

(E)      Without prejudice to the provisions of Clause 9(A) the Trustee may
         determine from time to time whether or not it will enforce this
         guarantee which it may do without making any demand of or taking any
         proceedings against the Issuer and may from time to time make any
         arrangement or compromise with the Guarantor in relation to this
         guarantee which the Trustee may consider expedient in the interests of
         the Holders.

(F)      The Guarantor waives diligence, presentment, demand of payment, filing
         of claims with a court in the event of dissolution, liquidation, merger
         or bankruptcy of the Issuer,  any right to require a proceeding  first
         against the Issuer, protest or notice with respect to these presents or
         the indebtedness  evidenced  thereby and all demands  whatsoever and
         covenants that this guarantee shall be a continuing  guarantee,  shall
         extend to the ultimate balance of all sums payable and obligations owed
         by the Issuer under these presents,  shall not be discharged  except by
         complete  performance of the obligations in these presents and is
         additional to, and not instead of, any  security  or other  guarantee
         or  indemnity  at any time  existing in favour of any person, whether
         from the Guarantor or otherwise.

(G)      If any moneys shall become payable by the Guarantor under this
         guarantee the Guarantor shall not, so long as the same remain unpaid,
         without the prior written consent of the Trustee:

         (i)      in respect of any amounts paid by it under this guarantee,
                  exercise any rights of subrogation or contribution or, without
                  limitation. any other right or remedy which may accrue to it
                  in respect of or as a result of any such payment; or

         (ii)     in respect of any other moneys for the time being due to the
                  Guarantor by the Issuer, claim payment thereof or exercise any
                  other right or remedy;

         (including in either case claiming the benefit of any security or right
         of set-off or, on the liquidation of the Issuer, proving in competition
         with the Trustee). If, notwithstanding the foregoing, upon the
         bankruptcy, insolvency or liquidation of the Issuer, any payment or
         distribution of assets of the Issuer of any kind or character, whether
         in cash, property or securities, shall be received by the Guarantor
         before payment in full of all amounts payable under these presents
         shall have been made to the Holders, the Couponholders, the

<PAGE>

         Receiptholders and the Trustee, such payment or distribution shall be
         received by the Guarantor on trust to pay the same over immediately to
         the Trustee for application in or towards the payment of all sums due
         and unpaid under these presents in accordance with Clause 10.

(H)      The obligations of the Guarantor under these presents constitute
         direct, unconditional and (subject to the provisions of Condition 3)
         unsecured obligations of the Guarantor and (subject as aforesaid) rank
         and will rank pari passu with all other outstanding unsecured and
         unsubordinated obligations of the Guarantor, present and future, but,
         in the event of insolvency, only to the extent permitted by applicable
         laws relating to creditors' rights.

(I)      As separate,  independent and alternative stipulations,  the Guarantor
         unconditionally and irrevocably agrees (1) that any sum which, although
         expressed  to be  payable  by the  Issuer  under  this  Trust Deed, the
         Securities  or the  Coupons,  is for any reason  (whether or not now
         existing and whether or not now known or becoming  known to the Issuer,
         the Guarantor, the Trustee or any holder or Couponholder) not recover-
         able from the Guarantor on the basis of a guarantee will  nevertheless
         be  recoverable  from it as if it were the sole  principal  debtor and
         will be paid by it to the  Trustee on demand and (2) as a primary
         obligation  to indemnify the Trustee, each Holder and each Couponholder
         against any loss suffered by it as a result of any sum  expressed to be
         payable by the Issuer  under this Trust Deed,  the  Securities  or the
         Coupons not being paid on the date and  otherwise in the manner
         specified in this Trust Deed or any payment obligation of the Issuer
         under  this  Trust  Deed,  the  Securities  or the  Coupons  being  or
         becoming  void,  voidable  or unenforceable  for any reason  (whether
         or not now existing and whether or not now known or becoming known to
         the Trustee,  any Holder or any  Couponholder),  the amount of any such
         loss being the amount expressed to be payable by the Issuer in respect
         of the relevant sum.

8.       ENFORCEMENT

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

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

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

9.       PROCEEDINGS, ACTION AND INDEMNIFICATION

(A)      THE Trustee shall not be bound to take any proceedings mentioned in
         Clause 8(A) or any other action in relation to these presents unless
         respectively directed or requested to do so (i) by an Extraordinary
         Resolution or (ii) in writing by the holders of at least one-quarter in


<PAGE>

         principal amount of the Securities then outstanding and in either case
         then only if it shall be indemnified to its satisfaction against all
         Liabilities to which it may thereby render itself liable or which it
         may incur by so doing.

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

10.      APPLICATION OF MONEYS

         ALL moneys received by the Trustee under these presents shall, unless
         and to the extent attributable in the opinion of the Trustee to a
         particular series of the Securities, be apportioned pari passu and
         rateably between each series of the Securities, and all moneys received
         by the Trustee under these presents to the extent attributable in the
         opinion of the Trustee to a particular series of the Securities or
         which are apportioned to such series as aforesaid (including any moneys
         which represent principal, premium or interest in respect of Securities
         or Coupons which have become void under Condition 10) shall be held by
         the Trustee upon trust to apply them (subject to Clause 12):

         FIRST in payment or satisfaction of all amounts then due and unpaid
         under Clauses 15 and/or 16(J) to the Trustee and/or any Appointee;

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

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

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

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

11.      NOTICE OF PAYMENTS

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

12.      INVESTMENT BY TRUSTEE

(A)      IF the  amount of the moneys at any time available for the  payment  of
         principal,  premium  (if any) and interest in respect of the Securities
         under  Clause 10 shall be less than 10 per cent.  of the  principal
         amount of the Securities  then  outstanding  the Trustee may at its
         discretion  invest such moneys in some or one of the  investments


<PAGE>

         authorised  below.  The Trustee at its discretion may vary such invest-
         ments and may accumulate such investments and the resulting income
         until the  accumulations,  together with any other funds for the time
         being under the control of the Trustee and  available for such purpose,
         amount to at least 10 per cent. of the principal amount of the
         Securities then outstanding and then such accumulations and funds shall
         be applied under Clause 10.

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

13.      PARTIAL PAYMENTS

         UPON any payment under Clause 10 (other than payment in full against
         surrender of a Security or Coupon) the Security or Coupon in respect of
         which such payment is made shall be produced to the Trustee or the
         Paying Agent by or through whom such payment is made and the Trustee
         shall or shall cause such Paying Agent to enface thereon a memorandum
         of the amount and the date of payment but the Trustee may in any
         particular case or generally in relation to Registered Securities
         dispense with such production and enfacement upon such indemnity being
         given as it shall think sufficient.

14. COVENANTS BY THE ISSUER AND THE GUARANTOR

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

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

         (ii)     give or procure to be given to the Trustee such opinions,
                  certificates, information and evidence as it shall properly
                  require and in such form as it shall properly require
                  (including without limitation the procurement by the Issuer
                  and/or the Guarantor of all such certificates called for by
                  the Trustee pursuant to Clause 16(C)) for the purpose of the
                  proper discharge or exercise of the duties, trusts, powers,
                  authorities and discretions vested in it under these presents
                  or by operation of law;

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

         (iv)     at all times keep and procure its Subsidiaries (if any) to
                  keep proper books of account and following the occurrence of
                  an Event of Default or a Potential Event of Default or if the
                  Trustee has grounds to believe that an Event of Default or a


<PAGE>

                  Potential Event of Default has occurred or is likely to occur
                  allow and procure its Subsidiaries to allow the Trustee and
                  any person appointed by the Trustee to whom the Issuer, the
                  Guarantor or the relevant Subsidiary (as the case may be)
                  shall have no reasonable objection free access to such books
                  of account at all reasonable times during normal business
                  hours;

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

         (vi)     forthwith give notice in writing to the Trustee of the coming
                  in to existence of any Security Interest which would require
                  any security to be given to any series of the Securities
                  pursuant to Condition 3 or of the occurrence of any Event of
                  Default or any Potential Event of Default or any Restructuring
                  Event

         (vii)    give to the Trustee (a) within  seven days after demand by the
                  Trustee therefor  and (b)  (without the necessity for any such
                  demand) promptly after the publication of its audited accounts
                  (if such audited  accounts are prepared and published) in
                  respect of each financial period commencing with the financial
                  period  ending 31st  March, 1998 (or such later date as may be
                  the end of the first financial period in respect of which such
                  accounts are  required to be prepared)  and in any event not
                  later  than 180 days after the end of each such  financial
                  period a certificate signed by two Directors of the Issuer and
                  two Directors  of the  Guarantor  to the effect  that as at a
                  date not more than seven days before  delivering such certifi-
                  cate (the "relevant date") there did not exist and had not
                  existed  since the  relevant date of the  previous certificate
                  (or in the case of the first such certificate the date hereof)
                  any Event of Default or any Potential  Event of Default or any
                  Restructuring  Event (or if such  exists or existed specifying
                  the same) and that  during the period from and  including  the
                  relevant date of the last such certificate  or in the case of
                  the first such  certificate  the date hereof) to and including
                  the relevant  date of such  certificate each of the Issuer and
                  the Guarantor has complied with all its  obligations contained
                  in these presents or (if such is not the case) specifying the
                  respects in which it has not complied;

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

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

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

         (xi)     in the event of the unconditional payment to the Principal
                  Paying Agent of any sum due in respect of the Securities or
                  any of them or any of the Coupons being made after the due


<PAGE>

                  date for payment thereof forthwith give or procure to be given
                  notice to the relevant Holders in accordance with Condition 15
                  that such payment has been made;

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

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

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

         (xv)     if payments of  principal,  premium or interest in respect of
                  the  Securities  or the Coupons by the Issuer or the Guarantor
                  shall become subject  generally to the taxing  jurisdiction of
                  any territory or any  political  sub-division  thereof or any
                  authority  therein or thereof  having  power to tax other than
                  or in addition to the United  Kingdom or any such political
                  sub-division  thereof or any such  authority  therein or
                  thereof,  as soon as  reasonably  practicable  after having
                  become aware thereof notify the Trustee of such event and
                  (unless the Trustee  otherwise  agrees) enter forthwith into a
                  Trust Deed  supplemental  to this Trust Deed,  giving to the
                  Trustee (if required by it) an undertaking or covenant in form
                  and manner satisfactory to the Trustee  confirming the juris-
                  diction or  jurisdictions which is or are the  Relevant Juris-
                  diction  for the  purposes of Condition 7 and Condition 9;

         (xvi)    comply with and perform all its obligations under the Agent
                  Bank Agreement and the Agency Agreement and use all reasonable
                  endeavours to procure that the Agent Bank, the Paying Agents,
                  the Registrar and the Transfer Agents comply with and perform


<PAGE>

                  all their respective obligations thereunder and (in the case
                  of the Paying Agents) any notice given by the Trustee pursuant
                  to Clause 2(C)(i) and not make any amendment or modification
                  to either of such Agreements without the prior written
                  approval of the Trustee;

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

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

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

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

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

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

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

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

         (xxiii)  upon due surrender in accordance with the Conditions, pay the
                  face value of all Coupons (including Coupons issued in
                  exchange for Talons) appertaining to all Securities purchased
                  by (except for those held by the Issuer) the Issuer, the


<PAGE>

                  Guarantor, any other Subsidiary of the Guarantor, any holding
                  company of the Guarantor or any other Subsidiary of any such
                  holding company;

         (xxiv)   (in respect of the Guarantor only) give to the Trustee a
                  certificate of the Auditors of the Guarantor:

                  (a)      specifying the amount of the Capital and Reserves for
                           the purposes of Condition 3, such certificate to be
                           provided before the Issuer creates or has outstanding
                           a Security Interest in respect of any Relevant
                           Indebtedness and/or guarantees within Condition 3;

                  (b)      specifying that a Subsidiary of the Guarantor
                           satisfies the provisions of Condition 3(c)(i) and
                           (ii), such certificate to be provided before or at
                           the same time as any written notice given to the
                           Trustee by the Guarantor under Condition 3(c)(iii)
                           that a Subsidiary of the Guarantor is an Excluded
                           Subsidiary; and

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

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

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

         (xxvi)   procure delivery to the Trustee of a certificate of two
                  Directors of Yorkshire Electricity Group plc ("YEG"):

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

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

         (xxvii)  give notice to the Trustee as soon as practicable after its
                  Directors or the Directors of any PBS Subsidiary have resolved
                  to give any Security Interest in respect of any Relevant
                  Indebtedness or guarantee as described in Condition 3.

15.      REMUNERATION AND INDEMNIFICATION OF TRUSTEE

(A)      THE  Issuer  shall pay to the  Trustee  remuneration  for its  services
         as  trustee as from the date of this Trust Deed, such  remuneration to
         be at such rate as may from time to time be agreed between the Issuer,
         the Guarantor and the Trustee.  Such  remuneration  shall be payable in
         advance on 4th February in each year, the first such payment to be made
         on the date  hereof.  Upon the issue of any Further Securities the rate


<PAGE>

         of remuneration in force immediately prior thereto shall be  increased
         by such  amount  as shall be agreed between the Issuer and the Trustee,
         such increased remuneration to be calculated from such date as shall be
         agreed as aforesaid.  The rate of  remuneration  in force from time to
         time may upon the final  redemption of the whole of the  Securities  of
         any series be reduced by such  amount as shall be agreed  between the
         Issuer and the Trustee,  such reduced  remuneration to be calculated
         from such date as shall be agreed as aforesaid. Such remuneration shall
         accrue from day to day and be payable (in  priority to payments to the
         Holders and Couponholders) up to and including the date when, all the
         Securities having become due for redemption,  the redemption  moneys
         and interest  thereon to the date of  redemption  have been paid to the
         Principal  Paying Agent or the Trustee  PROVIDED THAT if upon due pre-
         sentation of any Security or Coupon or any cheque payment of the moneys
         due in respect thereof is improperly  withheld or refused, remuneration
         will commence again to accrue.

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

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

(D)      In the event of the Trustee and the Issuer or (as the case may be) the
         Guarantor failing to agree:

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

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

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

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

(F)      All amounts  payable  pursuant to  sub-clause  (E) above  and/or Clause
         16(J) shall be payable by the Issuer within 14 days of a demand by the
         Trustee and in the case of payments actually  made by the Trustee prior
         to such  demand  shall (if not paid  within  seven days after such


<PAGE>

         demand and the  Trustee so  requires)  carry interest  at the  rate of
         one per cent. per annum above  the Base Rate from  time to time of.
         National Westminster Bank Plc from the date specified  in such demand,
         and in all other cases  shall (if not paid within 14 days of such
         demand or, if later, within seven days after such demand and, in either
         case,  the Trustee so requires)  carry  interest at such rate from the
         date specified in such demand.  All remuneration payable to the Trustee
         shall carry interest at such rate from the due date therefor.

(G)      Unless otherwise specifically stated in any discharge of these presents
         the provisions of this Clause and Clause 16(J) shall continue in full
         force and effect notwithstanding such discharge.

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

16.      SUPPLEMENT TO TRUSTEE ACT 1925

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(P)      In connection with the exercise by it of any of its trusts,  powers,
         authorities and discretions under these presents  (including,  without
         limitation,  any  modification,  waiver, authorisation,   determination
         or substitution),  the Trustee  shall have regard to the  interests of
         the Holders as a class and, in particular but without limitation, shall
         not have regard to the  consequences of such exercise for individual
         Holders or  Couponholders  resulting  from  their being for any purpose
         domiciled  or  resident in, or  otherwise connected with, or subject to
         the  jurisdiction  of, any particular  territory or any political  sub-
         division thereof and the Trustee shall not be entitled to require,  nor
         shall any Holder or Couponholder be entitled to claim, from the Issuer,
         the Guarantor,  the Trustee or any other person any  indemnification or
         payment in respect of any tax consequence of any such exercise upon
         individual  Holders or  Couponholders  except to the extent  already
         provided for in Condition 9 and/or any undertaking  given  in  addition
         thereto  or in substitution therefor under these presents.

(Q)      Any trustee of these presents being a lawyer, accountant, broker or
         other person engaged in any profession or business shall be entitled to
         charge and be paid all usual professional and other charges for
         business transacted and acts done by him or his firm in connection with
         the trusts of these presents and also his reasonable charges in
         addition to disbursements for all other work and business done and all
         time spent by him or his firm in connection with matters arising in
         connection with these presents.

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

(S)      The Trustee may in the conduct of the trusts of these presents instead
         of acting personally employ and pay an agent (whether being a lawyer or
         other professional person) to transact or conduct, or concur in
         transacting or conducting, any business and to do, or concur in doing,

<PAGE>

         all acts required to be done in connection with these presents
         (including the receipt and payment of money). The Trustee shall not be
         in any way responsible for any Liability incurred by reason of any
         misconduct or default on the part of any such agent or be bound to
         supervise the proceedings or acts of any such agent.

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

l7.      TRUSTEE'S LIABILITY

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

18.      TRUSTEE CONTRACTING WITH ISSUER AND GUARANTOR

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

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

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

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

19.      WAIVER, AUTHORISATION AND DETERMINATION

(A)      THE Trustee may without  prejudice  to its rights in respect of any
         subsequent  breach,  Event of Default or Potential  Event of  Default
         from  time to time and at any time but only if and in so far as in its
         opinion the interests of the Holders shall not be materially prejudiced

<PAGE>

         thereby waive or authorise any breach or proposed breach by the Issuer
         or the  Guarantor  of any of the  covenants or  provisions contained in
         these presents or determine  that any Event of Default or Potential
         Event of Default shall not be treated as such for the purposes of these
         presents PROVIDED ALWAYS THAT the Trustee shall not exercise any powers
         conferred on it by this Clause in  contravention  of any express direc-
         tion given by  Extraordinary Resolution or by a request under Condition
         11 but so that no such  direction or request shall affect any waiver,
         authorisation or determination  previously given or made. Any such
         waiver, authorisation or determination  may be given or made on such
         terms and subject to such  conditions (if any) as the Trustee may
         determine,  shall be binding on the Holders and the  Couponholders and,
         if, but only if, the Trustee shall so require, shall be notified by the
         Issuer to the Holders in accordance with Condition 15 as soon as
         practicable thereafter.

         MODIFICATION

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

20.      HOLDER OF DEFINITIVE BEARER SECURITY ASSUMED TO BE COUPONHOLDER

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

         NO NOTICE TO COUPONHOLDERS

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

         ENTITLEMENT TO TREAT HOLDER AS ABSOLUTE OWNER

(C)      The Issuer,  the Guarantor,  the Trustee,  the Paying Agents,  the
         Registrar and the Transfer  Agents may (to the fullest extent permitted
         by  applicable  laws) deem and treat the holder of any Security and the
         holder of any  Coupon as the  absolute  owner of such  Security  or
         Coupon,  as the case may be,  for all  purposes (whether  or not such
         Security  or Coupon  shall be overdue  and  notwithstanding  any notice
         of  ownership thereof,  any notice of loss or theft thereof or any
         writing  thereon),  and the Issuer,  the Guarantor,  the Trustee,  the

<PAGE>

         Paying  Agents,  the Registrar  and the Transfer  Agents shall not be
         affected by any notice to the  contrary.  All  payments  made to any
         such holder shall be valid and, to the extent of the sums so paid,
         effective  to satisfy and  discharge  the  liability  for the moneys
         payable in respect of such  Security or Coupon, as the case may be.

21.      SUBSTITUTION

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

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

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

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

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

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

22. CURRENCY INDEMNITY

         EACH of the Issuer and the Guarantor shall severally indemnify the
         Trustee, every Appointee, the Holders and the Couponholders and keep
         them indemnified against:

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

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

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

23.      NEW TRUSTEE

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

         SEPARATE AND CO-TRUSTEES

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

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

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

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

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

24. TRUSTEE'S RETIREMENT AND REMOVAL

         A trustee of these presents may retire at any time on giving not less
         than three months' prior written notice to the Issuer and the Guarantor
         without giving any reason and without being responsible for any
         Liabilities incurred by reason of such retirement. The Holders may by
         Extraordinary Resolution remove any trustee or trustees for the time
         being of these presents. The Issuer and the Guarantor undertake that in
         the event of the only trustee of these presents which is a Trust
         Corporation giving notice under this Clause or being removed by
         Extraordinary Resolution they will use their best endeavours to procure
         that a new trustee of these presents being a Trust Corporation is
         appointed as soon as reasonably practicable thereafter. The retirement
         or removal of any such trustee shall not become effective until a
         successor trustee being a Trust Corporation is appointed and if, in
         such circumstances no such appointment has become effective within two
         months of such notice of retirement or Extraordinary Resolution, the
         Trustee shall (with the prior written consent of the Issuer and the
         Guarantor, such consent not be unreasonably withheld) be entitled to
         appoint a trust corporation as Trustee and shall notify the Issuer and
         the Guarantor of such appointment.

25.      TRUSTEE'S POWERS TO BE ADDITIONAL

         THE powers conferred upon the Trustee by these presents shall be in
         addition to any powers which may from time to time be vested in the
         Trustee by the general law or as a holder of any of the Securities or
         Coupons.

26.      NOTICES

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



<PAGE>



                  to the Issuer:        P.O. Box 309
                                        George Town
                                        Grand Cayman
                                        Cayman Islands

                       (Attention: the Company Secretary)

                                        Facsimile No. 001 345 949 8080
                                        (Copy to the Guarantor)


                  to the Guarantor:     Yorkshire Power Group Limited

                                        Wetherby Road
                                        Scarcroft
                                        Leeds
                                        LSI4 3HS
                                        England

                       (Attention: the Company Secretary)

                                        Telex No. 55128

                                        Facsimile No. 0113 289 5926

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

                       (Attention: the Managing Director)

                                        Telex No. 883341 BANTR-G

                                        Facsimile No. 0171-982 1149

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

27. GOVERNING LAW

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

<PAGE>

28.      SUBMISSION TO JURISDICTION

(A)      THE Issuer  irrevocably  agrees for the benefit of the Trustee,  the
         Holders and the  Couponholders that the courts of England are to have
         jurisdiction  to settle any disputes  which may arise out of or in
         connection with these presents and that  accordingly  any suit, action
         or  proceedings  arising out of or in connection with these presents
         (together  referred to as  "Proceedings") may be brought in the courts
         of England.  The Issuer  irrevocably  and unconditionally  waives and
         agrees not to raise any objection which it may have now or subsequently
         to the laying of the venue of any  Proceedings in the courts of England
         and any claim that any Proceedings have been brought in an inconvenient
         forum and further  irrevocably  and  unconditionally agrees that a
         judgment in any  Proceedings  brought in the courts of England shall be
         conclusive and binding upon the Issuer and may be enforced  in the
         courts of any other jurisdiction.  Nothing in this Clause  shall limit
         any right to take  Proceedings against the Issuer in any other court of
         competent  jurisdiction,  nor shall the taking of  Proceedings  in one
         or more  jurisdictions  preclude  the taking of  Proceedings  in any
         other jurisdiction, whether concurrently or not.

(B)      The Issuer irrevocably and unconditionally appoints the Guarantor
         (which appointment the Guarantor hereby accepts) at its registered
         office for the time being and in the event of its ceasing so to act
         will appoint such other person as the Trustee may approve and as the
         Issuer may nominate in writing to the Trustee for the purpose to accept
         service of process on its behalf in England in respect of any
         Proceedings. The Issuer:

         (i)      agrees to procure that, so long as any of the Securities
                  remains liable to prescription, there shall be in force an
                  appointment of such a person approved by the Trustee with an
                  office in England with authority to accept service as
                  aforesaid;

         (ii)     agrees that failure by any such person to give notice of such
                  service of process to the Issuer shall not impair the validity
                  of such service or of any judgment based thereon;

         (iii)    consents to the service of process in respect of any
                  Proceedings by the airmailing of copies, postage prepaid, to
                  the Issuer in accordance with Clause 26; and

         (iv)     agrees that nothing in these presents shall affect the right
                  to serve process in any other manner permitted by law.

29.      COUNTERPARTS

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

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




<PAGE>


                               THE FIRST SCHEDULE

                     FORM OF ORIGINAL TEMPORARY GLOBAL BOND

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(J) AND 1287(A) OF THE INTERNAL REVENUE CODE.

                         YORKSHIRE POWER FINANCE LIMITED

   (Incorporated with limited liability under the laws of the Cayman Islands)


                              TEMPORARY GLOBAL BOND

                                  representing

               (pound)200,000,000 7.25 PER CENT. GUARANTEED BONDS

                                    DUE 2028

                   Unconditionally and irrevocably guaranteed
                   as to payment of principal and interest by

                          YORKSHIRE POWER GROUP LIMITED

      (Incorporated in England as a private company with limited liability
          under the Companies Act 1985 with registered number 3227432)


This Bond is a Temporary Global Bond without interest coupons in respect of a
duly authorised issue of Bonds of Yorkshire Power Finance Limited (the
"Issuer"), designated as specified in the title hereof (the "Bonds"), limited to
the aggregate principal amount of Two Hundred Million Pounds Sterling
((pound)200,000,000) and constituted by a Trust Deed dated 4th February, 1998
(the "Trust Deed") between the Issuer, Yorkshire Power Group Limited as
guarantor (the "Guarantor") and Bankers Trustee Company Limited as trustee (the
trustee for the time being thereof being herein called the "Trustee").
References herein to the Conditions (or to any particular numbered Condition)
shall be to the Conditions (or that particular one of them) set out in Part II
of the Second Schedule to the Trust Deed.

1.       Promise to pay

         Subject as provided in this Temporary Global Bond the Issuer promises
         to pay to the bearer the principal amount of this Temporary Global Bond
         (being at the date hereof Two Hundred Million Pounds Sterling
         ((pound)200,000,000)) on 4th February, 2028 (or on such earlier date as
         the said principal amount may become repayable in accordance with the
         Conditions or the Trust Deed) and to pay interest annually in arrear on
         4th August on the principal amount from time to time of this Temporary
         Global Bond at the rate of 7.25 per cent. per annum, the first such
         payment to be made on 4th August, 1998 in respect of the period from
         (and including) 4th February, 1998 to (but excluding) 4th August, 1998.
         together with such other amounts (if any) as may be payable, all
         subject to and in accordance with the Conditions and the provisions of
         the Trust Deed.
<PAGE>

2.       Exchange for Permanent Global Bond and purchases

         This Temporary Global Bond is exchangeable in whole or in part upon the
         request of the bearer for a further global bond in respect of
         (pound)200,000,000 aggregate principal amount or Bonds (the "Permanent
         Global Bond") only on and subject to the terms and condition set out
         below.

         On and after 16th March, 1998 this Temporary Global Bond may be
         exchanged in whole or in part at the specified office of the Principal
         Paying Agent (or such other place as the Trustee may agree) for the
         Permanent Global Bond and the Issuer shall procure that the Principal
         Paying Agent shall issue and deliver, in full or partial exchange for
         this Temporary Global Bond, the Permanent Global Bond (or, as the case
         may be, endorse the Permanent Global Bond) in an aggregate principal
         amount equal to the principal amount of this Temporary Global Bond
         submitted for exchange Provided that if Definitive Bonds (together with
         the Coupons appertaining thereto) have already been issued in exchange
         for all the Bonds represented for the time being by the Permanent
         Global Bond, then this Temporary Global Bond may thereafter be
         exchanged only for Definitive Bonds (together with the Coupons
         appertaining thereto) and in such circumstances references herein to
         the Permanent Global Bond shall be construed accordingly and Provided
         further that the Permanent Global Bond shall be issued and delivered
         (or, as the case may be, endorsed) only if and to the extent that there
         shall have been presented to the Issuer a certificate from Morgan
         Guaranty Trust Company of New York, Brussels office, as operator of the
         Euroclear System ("Euroclear") or from Cedel Bank societe anonyme
         ("Cedel Bank") substantially in the form of the certificate attached as
         Exhibit A.

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

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

3.       Payments

         Until the entire principal amount of this Temporary Global Bond has
         been extinguished, this Temporary Global Bond shall in all respects be
         entitled to the same benefits as the Definitive Bonds and shall be
         entitled to the benefit of and be bound by the Trust Deed. except that
         the holder of this Temporary Global Bond shall not (unless upon due
         presentation of this Temporary Global Bond for exchange. issue and
         delivery (or, as the case may be. endorsement) of the Permanent Global
         Bond is improperly withheld or refused and such withholding or refusal


<PAGE>

         is continuing at the relevant payment date) be entitled (i) subject to
         (ii) below to receive any payment of interest on this Temporary Global
         Bond except upon certification as hereinafter provided or (ii) on and
         after the Exchange Date, to receive any payment on the Permanent Global
         Bond. Upon any payment of principal or interest on this Temporary
         Global Bond the amount so paid shall be endorsed by or on behalf of the
         Principal Paying Agent on behalf of the Issuer on Part I of the
         Schedule hereto.

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

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

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

4.       Accountholders

         For so long as all of the Bonds are represented by one or both of the
         Permanent Global Bond and this Temporary Global Bond and such Global
         Bond(s) is/are held on behalf of Euroclear and/or Cedel Bank, each
         person who is for the time being shown in the records of Euroclear or
         Cedel Bank as the holder of a particular principal amount of such Bonds
         (each an "Accountholder") (in which regard any certificate or other
         document issued by Euroclear or Cedel Bank as to the principal amount
         of such Bonds standing to the account of any person shall be conclusive
         and binding for all purposes) shall be treated as the holder of such
         principal amount of such Bonds for all purposes (including for the
         purposes of any quorum requirements of, or the right to demand a poll
         at, meetings of the Bondholders) other than with respect to the payment
         of principal and interest on such Bonds, the right to which shall be
         vested, as against the Issuer, the Guarantor and the Trustee, solely in
         the bearer of the relevant Global Bond in accordance with and subject
         to its terms and the terms of the Trust Deed. Each Accountholder must
         look solely to Euroclear or Cedel Bank, as the case may be, for its
         share of each payment made to the bearer of the relevant Global Bond.

5.       Notices

         For so long as all of the Bonds are represented by one or both of the
         Permanent Global Bond and this Temporary Global Bond and such Global
         Bond(s) is/are held on behalf of Euroclear and/or Cedel Bank. notices
         to Bondholders may be given by delivery of the relevant notice to
         Euroclear and/or Cedel Bank (as the case may be) for communication to
         the relative Accountholders rather than by publication as required by
         Condition 15 provided that, so long as the Bonds are listed on the
         Luxembourg Stock Exchange, the Luxemboure Stock Exchange so agrees. Any

<PAGE>

         such notice shall be deemed to have been given to the Bondholders on
         the seventh day after the day on which such notice is delivered to
         Euroclear and/or Cedel Bank (as the case may be) as aforesaid.

6.       Prescription

         Claims against the Issuer and the Guarantor in respect of principal and
         interest on the Bonds represented by the Permanent Global Bond or this
         Temporary Global Bond will be prescribed after ten years (in the case
         of principal) and five years (in the case of interest) from the
         Relevant Date (as defined in Condition 9).

7.       Call Option

         For so long as all of the Bonds are represented by one or both of the
         Permanent Global Bond and/or this Temporary Global Bond and such Global
         Bond(s) is/are held on behalf of Euroclear and/or Cedel Bank, no
         drawing of Bonds will be required under Condition 7(b) in the event
         that the Issuer exercises its call option pursuant to Condition 7(b) in
         respect of less than the aggregate principal amount of the Bonds
         outstanding at such time. In such event, the standard procedures of
         Euroclear and/or Cedel Bank shall operate to determine which interests
         in the Global Bond(s) are to be subject to such option.

8.       Put Option

         For so long as all of the Bonds are represented by one or both of the
         Permanent Global Bond and/or this Temporary Global Bond and such Global
         Bond(s) is/are held on behalf of Euroclear and/or Cedel Bank, the
         option of the Bondholders provided for in Condition 8 may be exercised
         by the Accountholders giving a duly completed redemption notice in the
         form obtainable from any of the Paying Agents to the Principal Paying
         Agent of the principal amount of the Bonds in respect of which such
         option is exercised and at the same time presenting or procuring the
         presentation of this Temporary Global Bond to the Principal Paying
         Agent for notation accordingly within the time limits set forth in that
         Condition. Whilst all of the Bonds are represented by one or both of
         the Permanent Global Bond and this Temporary Global Bond and such
         Global Bond(s) is/are held on behalf of Euroclear and/or Cedel Bank,
         redemption notices shall be given in accordance with the standard
         procedures of Euroclear and/or Cedel Bank.

9.       Euroclear and Cedel Bank

         References herein to Euroclear and/or Cedel Bank shall be deemed to
         include references to any other clearing system approved by the
         Trustee.

10.      Authentication

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

11.      Governing law

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

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

<PAGE>

                                              YORKSHIRE POWER FINANCE LIMITED


                                              By:  ____________________________
                                                       Duly authorised


Issued in London, England on 4th February, 1998.

Certificate of authentication

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



Duly authorised
for and on behalf of
Union Bank of Switzerland
as Principal Paying Agent



<PAGE>


                                  THE SCHEDULE

                                     PART I

                       PAYMENTS OF PRINCIPAL AND INTEREST

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

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














<PAGE>


                                     PART II

                     EXCHANGES FOR PERMANENT GLOBAL BOND AND
                           PURCHASES AND CANCELLATIONS

The following exchanges of a part of this Temporary Global Bond for a like part
of the Permanent Global Bond and/or purchases and cancellations of a part of
this Temporary Global Bond have been made:


Date    Part of principal    Part of           Aggregate principal    Notation
made    amount of this       principal         amount of this         made on
        Temporary            amount of this    Temporary              behalf of
        Global Bond          Temporary         Global Bond            the Issuer
        exchanged for        Global Bond       following such
        a like part of       purchased and     exchange or purchase
        the Permanent        cancelled         and cancellation
        Global Bond
          (pound)             (pound)              (pound)













<PAGE>


                                    EXHIBIT A

                         YORKSHIRE POWER FINANCE LIMITED

                               (pound)200,000,000

                    7.25 per cent. Guaranteed Bonds due 2028

                               (the "Securities")

This is to certify that, based solely on certifications we have received in
writing, by tested telex or by electronic transmission from member organisations
appearing in our records as persons being entitled to a portion of the principal
amount set forth below (our "Member Organisations") substantially to the effect
set forth in the Trust Deed, as of the date hereof, (pound)[ ] principal amount
of the above-captioned Securities (i) is owned by persons that are not citizens
or residents of the United States, domestic partnerships, domestic corporations
or any estate or trust the income of which is subject to United States Federal
income taxation regardless of its source ("United States persons"), (ii) is
owned by United States persons that (a) are foreign branches of United States
financial institutions (as defined in U.S. Treasury Regulations Section
1.165-12(c)(1)(v)) ("financial institutions") purchasing for their own account
or for resale, or (b) acquired the Securities through foreign branches of United
States financial institutions and who hold the Securities through such United
States financial institutions on the date hereof (and in either case (a) or (b),
each such United States financial institution has agreed, on its own behalf or
through its agent, that we may advise the Issuer or the Issuer's agent that it
will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder), or
(iii) is owned by United States or foreign financial institutions for purposes
of resale during the restricted period (as defined in U.S. Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(7)), and to the further effect that United States or
foreign financial institutions described in clause (iii) above (whether or not
also described in clause (i) or (ii)) have certified that they have not acquired
the Securities for purposes of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.

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

We further certify (i) that we are not making available herewith for exchange
(or, if relevant, exercise of any rights or collection of any interest) any
portion of the temporary global Security excepted in such certifications and
(ii) that as of the date hereof we have not received any notification from any
of our Member Organisations to the effect that the statements made by such
Member Organisations with respect to any portion of the part submitted herewith
for exchange (or, if relevant, exercise of any rights or collection of any
interest) are no longer true and cannot be relied upon as of the date hereof.

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



<PAGE>


*Dated

                   [Morgan Guaranty Trust Company of New York,

                       Brussels office, as operator of the

                 Euroclear System] [Cedel Bank, societe anonyme]

                            By ______________________
                              Authorised Signatory




































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


<PAGE>


                                    EXHIBIT B

                         YORKSHIRE POWER FINANCE LIMITED

                               (pound)200,000,000

                    7.25 per cent. Guaranteed Bonds due 2028

                               (the "Securities")

This is to certify that as of the date hereof. and except as set forth below,
the above-captioned Securities held by you for our account (i) are owned by
person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States Federal income taxation regardless of its source
("United States person(s)"), (ii) are owned by United States person(s) that (a)
are foreign branches of United States financial institutions (as defined in U.S.
Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial institutions")
purchasing for their own account or for resale, or (b) acquired the Securities
through foreign branches of United States financial institutions and who hold
the Securities through such United States financial institutions on the date
hereof (and in either case (a) or (b), each such United States financial
institution hereby agrees, on its own behalf or through its agent, that you may
advise the Issuer or the Issuer's agent that it will comply with the
requirements of Section 165 (j)(3)(A), (B) or (C) of the Internal Revenue Code
of 1986, as amended, and the regulations thereunder), or (iii) are owned by
United States or foreign financial institution(s) for purposes of resale during
the restricted period (as defined in U.S. Treasury Regulations Section
l.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the Securities is a
United States or foreign financial institution described in clause (iii) above
(whether or not also described in clause (i) or (ii)) this is further to certify
that such financial institution has not acquired the Securities for the purposes
of resale directly or indirectly to a United States person or to a person within
the United States or its possessions.

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

As used herein, "United States" means the United States of America (including
the States and the District of Columbia); and its "possessions" include Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

We undertake to advise you promptly by tested telex on or prior to the date on
which you intend to submit your certification relating to the Securities held by
you for our account in accordance with your operating procedures if any
applicable statement herein is not correct on such date, and in the absence of
any such notification it may be assumed that this certification applies as of
such date.
<PAGE>

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

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

*Dated

         By _______________________

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






























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



<PAGE>



                     FORM OF ORIGINAL PERMANENT GLOBAL BOND

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS l65(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.


                         YORKSHIRE POWER FINANCE LIMITED

             (Incorporated with limited liability under the laws of
                               the Cayman Islands)

                              PERMANENT GLOBAL BOND

                               representing up to

                  (pound)200,000,000 7.25 PER CENT. GUARANTEED
                                 BONDS DUE 2028

                   Unconditionally and irrevocably guaranteed
                   as to payment of principal and interest by

                          YORKSHIRE POWER GROUP LIMITED

      (Incorporated in England as a private company with limited liability
          under the Companies Act 1985 with registered number 3227432)

This Bond is a Permanent Global Bond without interest coupons in respect of a
duly authorised issue of Bonds of Yorkshire Power Finance Limited (the
"issuer"), designated as specified in the title hereof (the "Bonds"), limited to
the aggregate principal amount of up to Two Hundred Million Pounds Sterling
((pound)200,000,000) and constituted by a Trust Deed dated 4th February, 1998
(the "Trust Deed') between the Issuer, Yorkshire Power Group Limited as
guarantor (the "Guarantor") and Bankers Trustee Company Limited as trustee (the
trustee for the time being thereof being herein called the "Trustee").
References herein to the Conditions (or to any particular numbered Condition)
shall be to the Conditions (or that particular one of them) set out in Part II
of the Second Schedule to the Trust Deed. The aggregate principal amount from
time to time of this Permanent Global Bond shall be that amount not exceeding
(pound)200,000,000 as shall be shown by the latest entry duly made in the
Schedule hereto.

1.       Promise to pay

          Subject as provided in this Permanent Global Bond the Issuer promises
         to pay to the bearer the principal amount of this Permanent Global Bond
         on 4th August, 2028 (or on such earlier date as the said principal
         amount may become repayable in accordance with the Conditions or the
         Trust Deed) and to pay interest annually in arrear on 4th August on the
         principal amount from time to time of this Permanent Global Bond at the
         rate of 7.25 per cent. per annum, the first such payment to be made on
         4th August, 1998 in respect of the period from (and including) 4th
         February, 1998 to (but excluding) 4th August, 1998, together with such
         other amounts (if any) as may be payable, all subject to and in
         accordance with the Conditions and the provisions of the Trust Deed.

2. Exchange for definitive Bonds and purchases
<PAGE>

         This Permanent Global Bond will be exchangeable in whole but not in
         part (free of charge to the holder) for definitive Bonds only (i) upon
         the happening of any of the events defined in the Trust Deed as "Events
         of Default", (ii) if either Morgan Guaranty Trust Company of New York,
         Brussels office, as operator of the Euroclear System ("Euroclear") or
         Cedel Bank. societe anonyme ("Cedel Bank") is closed for business for a
         continuous period of 14 days (other than by reason of holiday,
         statutory or otherwise) or announces an intention permanently to cease
         business or does in fact do so and no alternative clearing system
         satisfactory to the Trustee is available, (iii) if as a result of any
         such change or amendment as is referred to in Condition 7(c) which
         becomes effective on or after 13th January, 1998, the Issuer or the
         Guarantor or any Paying Agent is or will be required to make any
         withholding or deduction from any payment in respect of the Bonds which
         would not be required if the Bonds were in definitive form and a
         certificate to such effect signed by two Directors of the Issuer is
         given to the Trustee or (iv) upon the holder of this Permanent Global
         Bond (acting on the instructions of (an) Accountholder(s) (as defined
         below)) giving written notice to the Issuer requesting such exchange.
         Thereupon (in the case of (i) and (ii) above) the holder of this
         Permanent Global Bond (acting on the instructions of (an)
         Accountholder(s)) may give notice to the Issuer, and (in the case of
         (iii) above) the Issuer may give notice to the Trustee and the
         Bondholders, of its intention to exchange this Permanent Global Bond
         for definitive Bonds on or after the Exchange Date (as defined below).

         On or after the Exchange Date the holder of this Permanent Global Bond
         may or, in the case of (iii) above, shall surrender this Permanent
         Global Bond to or to the order of the Principal Paying Agent. In
         exchange for this Permanent Global. Bond the Issuer will deliver, or
         procure the delivery of, definitive Bonds in bearer form, serially
         numbered, in the denominations of (pound)1,000, (pound)10,000 and
         (pound)100,000 each with interest coupons and one talon ("Coupons")
         attached on issue in respect of interest which has not already been
         paid on this Permanent Global Bond (in exchange for the whole of this
         Permanent Global Bond).

         "Exchange Date" means a day specified in the notice requiring exchange
         falling not less than 60 days after that on which such notice is given
         and on which banks are open for business in the city in which the
         specified office of the Principal Paying Agent is located and in the
         city in which the relevant clearing system is located.

         Upon (i) any exchange of a part of the Temporary Global Bond for a part
         of this Permanent Global Bond or (ii) the purchase by or on behalf of
         the Issuer, the Guarantor or any other Subsidiary of the Guarantor and
         cancellation of a part of this Permanent Global Bond in accordance with
         the Conditions, the portion of the principal amount hereof so exchanged
         or so purchased and cancelled shall be endorsed by or on behalf of the
         Principal Paying Agent on behalf of the Issuer on Part II of the
         Schedule hereto, whereupon the principal amount hereof shall be
         increased or, as the case may be, reduced for all purposes by the
         amount so exchanged or so purchased and cancelled and endorsed. Upon
         the exchange of the whole of this Permanent Global Bond for definitive
         Bonds this Permanent Global Bond shall be surrendered to or to the
         order of the Principal Paying Agent and cancelled and, if the holder of
         this Permanent Global Bond requests, returned to it together with any
         relevant definitive Bonds.

3.       Accountholders

         For so long as all of the Bonds are represented by one or both of the
         Temporary Global Bond and this Permanent Global Bond and such Global
         Bond(s) is/are held on behalf of Euroclear and/or Cedel Bank, each
         person who is for the time being shown in the records of Euroclear or

<PAGE>

         Cedel Bank as the holder of a particular principal amount of such Bonds
         (each an "Accountholder") (in which regard any certificate or other
         document issued by Euroclear or Cedel Bank as to the principal amount
         of such Bonds standing to the account of any person shall be conclusive
         and binding for all purposes) shall be treated as the holder of such
         principal amount of such Bonds for all purposes (including for the
         purposes of any quorum requirements of, or the right to demand a poll
         at, meetings of the Bondholders) other than with respect to the payment
         of principal and interest on such Bonds, the right to which shall be
         vested, as against the Issuer, the Guarantor and the Trustee, solely in
         the bearer of the relevant Global Bond in accordance with and subject
         to its terms and the terms of the Trust Deed. Each Accountholder must
         look solely to Euroclear or Cedel Bank, as the case may be, for its
         share of each payment made to the bearer of the relevant Global Bond.

4.       Payments

         Until the entire principal amount of this Permanent Global Bond has
         been extinguished, this Permanent Global Bond shall (subject as
         hereinafter and in the Trust Deed provided) in all respects be entitled
         to the same benefits as the definitive Bonds and shall be entitled to
         the benefit of and be bound by the Trust Deed. Payments of principal
         and interest in respect of Bonds represented by this Permanent Global
         Bond will be made against presentation for endorsement and, if no
         further payment falls to be made in respect of the Bonds, surrender of
         this Permanent Global Bond to the order of the Principal Paying Agent
         or such other Paying Agent as shall have been notified to the
         Bondholders for such purposes. Upon any payment of principal or
         interest on this Permanent Global Bond the amount so paid shall be
         endorsed by or on behalf of the Principal Paying Agent on behalf of the
         Issuer on Part I of the Schedule hereto.

         Upon any payment of principal and endorsement of such payment on Part I
         of the Schedule hereto, the principal amount of this Permanent Gl6bal
         Bond shall be reduced for all purposes by the principal amount so paid
         and endorsed.

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

5.       Notices

         For so long as all of the Bonds are represented by one or both of the
         Temporary Global Bond and this Permanent Global Bond and such Global
         Bond(s) is/are held on behalf of Euroclear and/or Cedel Bank, notices
         to Bondholders may be given by delivery of the relevant notice to
         Euroclear and/or Cedel Bank (as the case may be) for communication to
         the relative Accountholders rather than by publication as required by
         Condition 15 provided that, so long as the Bonds are listed on the
         Luxembourg Stock Exchange, the Luxembourg Stock Exchange so agrees. Any
         such notice shall be deemed to have been given to the Bondholders on
         the seventh day after the day on which such notice is delivered to
         Euroclear and/or Cedel Bank (as the case may be) as aforesaid.

6.       Prescription

         Claims against the Issuer and the Guarantor in respect of principal and
         interest on the Bonds represented by the Temporary Global Bond or this
         Permanent Global Bond will be prescribed after ten years (in the case
         of principal) and five years (in the case of interest) from the
         Relevant Date (as defined in Condition 9).
<PAGE>

7.       Call Option

         For so long as all of the Bonds are represented by one or both of the
         Temporary Global Bond and/or this Permanent Global Bond and such Global
         Bond(s) is/are held on behalf of Euroclear and/or Cedel Bank, no
         drawing of Bonds will be required under Condition 7(b) in the event
         that the Issuer exercises its call option pursuant to Condition 7(b) in
         respect of less than the aggregate principal amount of the Bonds
         outstanding at such time. In such event, the standard procedures of
         Euroclear and/or Cedel Bank shall operate to determine which interests
         in the Global Bond(s) are to be subject to such option.

8.       Put Option

         For so long as all of the Bonds are represented by one or both of the
         Temporary Global Bond and this Permanent Global Bond and such Global
         Bond(s) is/are held on behalf of Euroclear and/or Cedel Bank, the
         option of the Bondholders provided for in Condition 8 may be exercised
         by the Accountholders giving a duly completed redemption notice in the
         form obtainable from any of the Paying Agents to the Principal Paying
         Agent of the principal amount of the Bonds in respect of which such
         option is exercised and at the same time presenting or procuring the
         presentation of this Permanent Global Bond to the Principal Paying
         Agent for notation accordingly within the time limits set forth in that
         Condition. Whilst all of the Bonds are represented by one or both of
         the Temporary Global Bond and this Permanent Global Bond and such
         Global Bond(s) is/are held on behalf of Euroclear and/or Cedel Bank,
         redemption notices shall be given in accordance with the standard
         procedures of Euroclear and/or Cedel Bank.

9.       Euroclear and Cedel Bank

         References herein to Euroclear and/or Cedel Bank shall be deemed to
         include references to any other clearing system approved by the
         Trustee.

10       Authentication

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

11.      Governing law

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


<PAGE>


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


         YORKSHIRE POWER FINANCE LIMITED

         By: ________________________
                  (Duly authorised)

         Issued in London, England on 4th February, 1998.

Certificate of authentication

This Permanent Global Bond is duly authenticated
without recourse, warranty or liability.



Duly authorised
for and on behalf of
Union Bank of Switzerland
as Principal Paying Agent



<PAGE>


                                  THE SCHEDULE

                                     PART I

                       PAYMENTS OF PRINCIPAL AND INTEREST

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

Date     Interest    Principal     Remaining principal     Notation made on
made     paid        paid          amount of this          behalf of the Issuer
                                   Permanent Global Bond
                                   following such payment

         (pound)     (pound)         (pound)







<PAGE>



                                     PART II

                 EXCHANGES OF THE TEMPORARY GLOBAL BOND FOR THIS
                            PERMANENT GLOBAL BOND AND
                           PURCHASES AND CANCELLATIONS

The following exchanges of a part of the Temporary Global Bond for a like part
of this Permanent Global Bond and purchases and cancellations of a part of this
Permanent Global Bond have been made:


Date   Part of principal    Part of principal     Aggregate        Notation made
made   amount of the        amount of this        principal        on behalf of
       Temporary Global     Permanent Global      amount of this   the Issuer
       Bond exchanged       Bond purchased        Permanent Global
       for a like part      cancelled             Bond following
       of this Permanent                          such purchase
       Global Bond                                and cancellation



       (pound)               (pound)              (pound)



<PAGE>




                               THE SECOND SCHEDULE

                                     Part I

                            - FORM OF ORIGINAL BOND -


ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.


 (pound)[1,000] [10,0001 [100,000]    XS0083707884     [SERIES]    [Serial No.]



                         YORKSHIRE POWER FINANCE LIMITED

   (Incorporated with limited liability under the laws of the Cayman Islands)

               (pound)200,000,000 7.25 PER CENT. GUARANTEED BONDS
                                    DUE 2028

                Unconditionally and irrevocably guaranteed as to
                      payment of principal and interest by

                          YORKSHIRE POWER GROUP LIMITED

      (Incorporated in England as a private company with limited liability
          under the Companies Act 1985 with registered number 3227432)



The issue of the Bonds was authorised by resolutions of the Board of Directors
of Yorkshire Power Finance Limited (the "Issuer") passed on 5th January, 1998
and by resolutions of a duly authorised Committee of the Board of Directors of
the Issuer passed on 22nd January, 1998 and the giving of the guarantee in
respect of the Bonds was authorised by a resolution of the Board of Directors of
Yorkshire Power Group Limited (the "Guarantor") passed on 2nd December, 1997.

This Bond forms one of a series of Bonds constituted by a Trust Deed (the "Trust
Deed") dated 4th February, 1998 made between the Issuer, the Guarantor and
Bankers Trustee Company Limited as trustee for the holders of the Bonds and
issued as bearer bonds in the denominations of (pound)1,000. (pound)10,000 and
(pound)100,000 each with Coupons and one Talon attached in an aggregate
principal amount of (pound)200,000,000.

The Issuer for value received and subject to and in accordance with the
Conditions endorsed hereon hereby promises to pay to the bearer on 4th August.
2028 (or on such earlier date as the principal sum hereunder mentioned may
become repayable in accordance with the said Conditions) the principal sum of:
<PAGE>

(pound)[l,000] [l0.000] [100,000] ([One] [Ten] [One Hundred] Thousand Pounds
Sterling)

together with interest on the said principal sum at the rate of 7.25 per cent.
per annum payable annually in arrear on 4th August, the first such payment to be
made on 4th August, 1998 in respect of the period from (and including) 4th
February, 1998 to (but excluding) 4th August, 1998, and together with such other
amounts (if any) as may be payable, all subject to and in accordance with the
said Conditions and the provisions of the Trust Deed.

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

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

                                             YORKSHIRE POWER FINANCE LIMITED

                                             By: ________________________
                                                        Director



Dated as of 4th February, 1998.

Issued in London, England.

Certificate of authentication

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

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

Duly authorised
for and on behalf of
Union Bank of Switzerland
as Principal Paying Agent




<PAGE>


                           - FORM OF ORIGINAL COUPON -

On the front:

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.


                         YORKSHIRE POWER FINANCE LIMITED

               (pound)200,000,000 7.25 PER CENT. GUARANTEED BONDS
                                    DUE 2028

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


This Coupon is separately negotiable,    [Coupon for
payable to bearer, and subject to the    (pound)[36.25] [362.50] [3,625.00]
Conditions of the said Bonds             due on
                                         4th August, 1998]/
                                         [Coupon for
                                         (pound)[72.50] [725.00] [7,250.00] due
                                         on 4th August, [1999/20[ ]]



  [No.]  (pound)[1,000] [10,000] [100,000]  XS0083707884  [Series]  [Serial No.]





<PAGE>


                           - FORM OF ORIGINAL TALON -

On the front:

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.


                         YORKSHIRE POWER FINANCE LIMITED

           (pound)200,000,000 7.25 PER CENT. GUARANTEED BONDS DUE 2028

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

On and after 4th August, [2008/2018] [ten/eleven] further Coupons [and a further
Talon] will be issued at the specified office of any of the Paying Agents set
out on the reverse hereof (and/or any other or further Paying Agents and/or
specified offices as may from time to time be duly appointed and notified to the
Bondholders) upon production and surrender of this Talon.



[No.] (pound)[l,000] [10,000] [100,000] XS0083707884 [Series] [Serial No.]




<PAGE>



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


                             PRINCIPAL PAYING AGENT

                            Union Bank of Switzerland
                              100 Liverpool Street
                                 London EC2M 2RH

                                  PAYING AGENT

                       Banque Generale du Luxembourg S.A.
                             50 Avenue J.F. Kennedy
                                L-2951 Luxembourg




<PAGE>


                               THE THIRD SCHEDULE

                 REGISTER AND TRANSFER OF REGISTERED SECURITIES

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

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

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

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

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

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

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


<PAGE>

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

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

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

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




<PAGE>


                               THE FOURTH SCHEDULE
                       PROVISIONS FOR MEETINGS OF HOLDERS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         (B)      A holder of a Bearer  Security may obtain a voting certificate
                  in respect of such Bearer  Security from a Paying  Agent or
                  require a Paying  Agent to issue a block  voting  instruction
                  in respect of such  Bearer  Security  by  depositing  such
                  Bearer  Security  with  such  Paying  Agent or (to the satis-
                  faction  of such  Paying  Agent by such  Bearer  Security
                  being held to its order or under its control, in each case not
                  less than 48 hours before the time fixed for the relevant
                  meeting and on the terms set out in  sub-paragraph  (i)(a) or
                  (ii)(a)  above (as the case may be), and (in the case of  a
                  block  voting  instruction)   instructing  such  Paying  Agent
                  to  the  effect  set  out  in sub-paragraph  (ii)(b) above.

<PAGE>

                  The holder of any voting certificate or the proxies named in
                  any block voting  instruction  shall for all purposes in
                  connection  with the  relevant  meeting or adjourned meeting
                  of  Holders  be deemed to be the  holder of the  Bearer
                  Securities  to which  such  voting certificate or block voting
                  instruction  relates  and the Paying  Agent  with  which such
                  Bearer Securities  have been  deposited or the person holding
                  the same to the order or under the control of such  Paying
                  Agent  shall be  deemed for such purposes not to be the holder
                  of  those  Bearer Securities.

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

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

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

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

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


<PAGE>

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

5.       At any such meeting one or more persons  present holding Securities or
         voting  certificates or being proxies or  representatives  and  holding
         or  representing  in the  aggregate  not less  than  one-twentieth  of
         the principal  amount of the Securities for the time being  outstanding
         shall (except for the purpose of passing an  Extraordinary  Resolution)
         form a quorum for the transaction of business and no business (other
         than the choosing of a Chairman)  shall be transacted at any meeting
         unless the  requisite  quorum be present at the commencement  of the
         relevant  business.  The  quorum  at any such  meeting  for  passing an
         Extraordinary Resolution  shall (subject as provided  below) be one or
         more persons  present  holding  Securities or voting certificates  or
         being  proxies or  representatives  and  holding or representing in the
         aggregate a clear majority in principal amount of the Securities for
         the time being outstanding  PROVIDED THAT at any meeting the business
         of which  includes any of the  following  matters (each of which shall,
         subject only to Clause 19(B)(ii),  only be capable of being  effected
         after  having  been  approved  by  Extraordinary  Resolution) namely:

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

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

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

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

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

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

6.       If within 15 minutes (or such longer  period not  exceeding 30 minutes
         as the Chairman may decide)  after the time appointed for any such
         meeting a quorum is not present for the  transaction of any particular
         business,  then,  subject  and without  prejudice  to the  transaction
         of the  business  (if any) for which a quorum is present,  the meeting
         shall if convened upon the  requisition  of Holders be dissolved.  In
         any other case it shall  stand  adjourned  to the  same day in the next
         week  (or if such  day is a  public  holiday  the next succeeding
         business  day) at the  same  time and place (except  in the  case of a
         meeting  at  which  an Extraordinary  Resolution  is to be proposed in
         which case it shall stand  adjourned  for such period,  being not less
         than 14 clear  days nor more  than 42 clear  days,  and to such  place
         as may be  appointed  by the Chairman  either at or  subsequent to such
         meeting and approved by the  Trustee).  If within 15 minutes (or such

<PAGE>

         longer  period not  exceeding 30 minutes as the Chairman may decide)
         after the time  appointed  for any adjourned meeting a quorum is not
         present for the transaction of any particular  business,  then, subject
         and without  prejudice to the  transaction of the business (if any) for
         which a quorum is present,  the Chairman may either  (with the approval
         of the  Trustee)  dissolve  such meeting or adjourn the same for such
         period, being not less than 14 clear days (but without any maximum
         number of clear  days),  and to such place as may be appointed by the
         Chairman either at or subsequent to such adjourned meeting and approved
         by the Trustee, and the  provisions of this sentence shall apply to all
         further  adjourned  such  meetings.  At any adjourned meeting  one or
         more  persons  present  holding  Securities  or voting certificates or
         being  proxies  or representatives  (whatever  the principal  amount of
         the  Securities  so held or  represented  by them) shall (subject as
         provided  below)  form a quorum and shall  (subject as  provided below)
         have power to pass any Extraordinary  Resolution or other  resolution
         and to decide upon all matters which could properly have been dealt
         with at the  meeting  from which the  adjournment  took place had the
         requisite  quorum been present PROVIDED THAT at any  adjourned meeting
         the quorum for the  transaction  of business  comprising  any of the
         matters  specified  in the  proviso  to  paragraph  5 above  shall  be
         one or more  persons  present holding Securities or voting certificates
         or being proxies or representatives and holding or  representing in the
         aggregate not less than one-third of the principal amount of the
         Securities for the time being outstanding.

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

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

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

10.      Subject to paragraph 12 below, if at any such meeting a poll is so
         demanded it shall be taken in such manner and subject as hereinafter
         provided either at once or after an adjournment as the Chairman directs
         and the result of such pol1 shall be deemed to be the resolution of the
         meeting at which the poll was demanded as at the date of the taking of
         the poll. The demand for a poll shall not prevent the continuance of
         the meeting for the transaction of any business other than the motion
         on which the poll has been demanded.

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


<PAGE>

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

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

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

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

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

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

I5.      In respect of Registered Securities, in the case of joint holders the
         vote or the senior who tenders a vote whether in person or by proxy
         shall be accepted to the exclusion of the votes of the other joint
         holders and for this purpose seniority shall be determined by the order
         in which the names stand in the register of Holders as the Holders
         thereof.

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

17.      Each block voting instruction together (if so requested by the Trustee)
         with proof  satisfactory  to the Trustee  of its due  execution  on
         behalf of the  relevant  Paying  Agent and each form of proxy shall be
         deposited  by the  relevant  Paying  Agent  or (as the  case may be) by
         the  Registrar  at such  place as the Trustee shall  approve not less
         than 24 hours before the time  appointed for holding the meeting or
         adjourned meeting at which the proxies  named in the block voting

<PAGE>

         instruction  or form of proxy propose to vote and in default the block
         voting  instruction  or form of proxy shall not be treated as valid
         unless the Chairman of the meeting decides  otherwise before such
         meeting or adjourned  meeting  proceeds to business.  A notarially
         certified  copy of each block  voting  instruction  and form of proxy
         shall be  deposited  with the  Trustee before the  commencement of the
         meeting or adjourned  meeting but the Trustee shall not thereby be
         obliged to investigate  or be  concerned  with the validity of or the
         authority of the proxies  named in any such block voting instruction or
         form of proxy.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



<PAGE>



 EXECUTED as a deed                        )
 by YORKSHIRE POWER FINANCE                )
 LIMITED, acting by A. DONNELLY            )       A. DONNELLY
 acting under the authority                )
 of that Company, in the presence of:      )


 Witness's signature

 Name             M. R. CHEVASSUT

 Address          1 ABBEY LANE, HEALAUGH
                  NORTH YORKSHIRE

 Occupation       BANKING AND RISK MANAGER



 EXECUTED as a deed by              )
 YORKSHIRE POWER                    )       A. PENA
 GROUP LIMITED                      )       director
 acting by A. PENA                  )
 and R. KELLY                       )       R. KELLY
                                            director



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



                  Director C. STRAKOSCH


                  Director M. JONES





</TEXT>
</DOCUMENT>
