SECOND SUPPLEMENTAL INDENTURE

Exhibit 4(m)-3

SIUK LIMITED
(formerly known as "SIUK plc" and "Southern Investments UK plc")

and

WPD HOLDINGS UK
(formerly known as "SWEB Holdings UK")

and

WESTERN POWER DISTRIBUTION LLP

and

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee,
Principal Paying Agent, Security Registrar and Transfer Agent

and

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

SECOND SUPPLEMENTAL INDENTURE

Dated as of January 30, 2003

Debt Securities

     THIS SECOND SUPPLEMENTAL INDENTURE is made as of the 30^th day of January, 2003, by and among SIUK LIMITED (formerly known as "SIUK plc" and "Southern Investments UK plc"), a private company limited by shares and registered under the laws of England and Wales, with UK Company Registration Number 3073865 (the "Company"), WPD HOLDINGS UK (formerly known as "SWEB Holdings UK"), an unlimited liability company registered under the laws of England and Wales, with UK Company Registration Number 3585938 ("ULC"), WESTERN POWER DISTRIBUTION LLP, a limited liability partnership formed under the laws of England and Wales, with registration pending ("WPD LLP"), DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known as "Bankers Trust Company"), a New York banking corporation, as trustee, principal paying agent, security registrar and transfer agent (the "Trustee") and DEUTSCHE BANK LUXEMBOURG S.A. (formerly known as "Bankers Trust Luxembourg S.A."), as Paying and Transfer Agent (the "Agent").

W I T N E S S E T H:

     WHEREAS, the Company, the Trustee and the Agent have heretofore entered into a Subordinated Debenture Indenture, dated as of January 29, 1997 (the "Original Indenture"), to provide, among other things, for the issuance of 8.23% Original Subordinated Debentures due February 1, 2027 and 8.23% Exchange Subordinated Debentures due February 1, 2027 (collectively, the "Subordinated Debentures");

     WHEREAS, the Company, ULC, the Trustee and the Agent have heretofore entered into a First Supplemental Indenture, dated as of December 2, 1998 (the "First Supplemental Indenture"), establishing ULC as a co-obligor under the Indenture (as defined below);

     WHEREAS, the Original Indenture and the First Supplemental Indenture are incorporated herein by reference and the Original Indenture and the First Supplemental Indenture, as supplemented by this Second Supplemental Indenture, are herein called the "Indenture";

     WHEREAS, Section 801 of the Indenture permits the sale or conveyance of the Company as an entirety or substantially as an entirety under the Indenture, the Subordinated Debentures and all other documents, agreements and instruments related thereto to WPD LLP, as the successor entity, which hereby expressly assumes by this Second Supplemental Indenture the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed or observed and the due and punctual payment of the principal of, premium, if any, and interest on the Subordinated Debentures and all other obligations under the Subordinated Debentures;

     WHEREAS, upon the assumption of such obligations by WPD LLP in accordance with Section 802 of the Indenture, the Company shall be released from such obligations;

     WHEREAS, this Second Supplemental Indenture is being executed in connection with the transfer to and assumption by WPD LLP of the assets and liabilities of the Company as an entirety or substantially as an entirety (the "Sale");

     WHEREAS, Section 901(1) of the Indenture provides that the Company and the Trustee may at any time without the consent of the holders of the Subordinated Debentures (the "Holders") supplement the Indenture to evidence the assumption by a successor entity of the covenants of the Company therein and in the Subordinated Debentures; and

     WHEREAS, all conditions necessary to authorize the execution and delivery of this Second Supplemental Indenture and to make it a valid and binding obligation of the parties have been done or performed;

     NOW, THEREFORE, in consideration of the agreements and obligations se