8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 14, 2017

Commission File Number	Registrant; State of Incorporation; Address and Telephone Number	IRS Employer Identification No.
1-11459	PPL Corporation (Exact name of Registrant as specified in its charter) (Pennsylvania) Two North Ninth Street Allentown, PA  18101-1179 (610) 774-5151	23-2758192

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Section 1 - Registrant's Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

The information contained in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Section 2 - Financial Information

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Issue of Notes by Western Power Distribution (South West) plc

Pursuant to a Subscription Agreement, dated November 14, 2017, by and among Western Power Distribution (South West) plc (the "Issuer"), HSBC Bank plc, Mizuho International plc, The Royal Bank of Scotland plc (trading as NatWest Markets) (together the "Joint Lead Managers and Active Joint Bookrunners"), Banco Santander, S.A., Barclays Bank PLC, Lloyds Bank plc, Merrill Lynch International, MUFG Securities EMEA plc and RBC Europe Limited (as Joint Lead Managers and Passive Joint Bookrunners, and collectively with the Joint Lead Managers and Active Joint Bookrunners, the "Managers"), the Issuer agreed to issue and the Managers agreed to subscribe for £250 million aggregate principal amount of 2.375% Notes due May 2029 (the "Notes"). The Issuer is an indirect wholly owned subsidiary of Western Power Distribution plc which is ultimately owned by PPL Corporation ("PPL"). The Notes were issued on a standalone basis pursuant to the Final Terms of the Notes ("Final Terms") which supplements the base prospectus set forth in the Issuer’s £3,000,000,000 Euro Medium Term Note Programme dated September 15, 2017. On November 16, 2017, the Issuer issued the Notes and received proceeds of £246,721,250, net of fees paid to the Managers of the offering. The net proceeds from the offering will be used by the Issuer for general corporate purposes (including the re-financing of existing debt). The Notes have been admitted to the official list of the UK Listing Authority and have been admitted to trading on the London Stock Exchange's Regulated Market.

A copy of the Final Terms is filed as Exhibit 1.1 to this Form 8-K and incorporated herein by reference.  The foregoing description is qualified in its entirety by reference to the actual terms of the exhibits filed herewith.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits
	1.1	Final Terms, dated November 14, 2017, of Western Power Distribution (South West) plc £250,000,000 2.375% Notes due May 2029.
	4.1	Trust Deed, dated November 6, 2015, by and among Western Power Distribution (South West) plc as Issuer, and HSBC Corporate Trustee Company (UK) Limited as Note Trustee (Exhibit 4.1 to PPL Corporation’s Form 8-K Report (File No. 1-11459) dated November 6, 2015).
	4.2	Agency Agreement, dated November 6, 2015, by and among Western Power Distribution (Southwest) plc as Issuer, HSBC Corporate Trustee Company (UK) Limited and HSBC Bank plc as Principal Paying Agent (Exhibit 4.2 to PPL Corporation’s Form 8-K Report (File No. 1-11459) dated November 6, 2015).
	4.3	Subscription Agreement, dated November 14, 2017, by and among Western Power Distribution(South West) plc as Issuer, HSBC Bank plc, Mizuho International plc, The Royal Bank of Scotland plc (trading as NatWest Markets), Banco Santander, S.A., Barclays Bank PLC, Lloyds Bank plc, Merrill Lynch International, MUFG Securities EMEA plc and RBC Europe Limited.
	4.4	£3,000,000,000 Euro Medium Term Note Programme entered into by Western Power Distribution (East Midlands) plc, Western Power Distribution (South Wales) plc, Western Power Distribution (South West) plc and Western Power Distribution (West Midlands) plc dated as of September 15, 2017 (Exhibit 4(b) to PPL Corporation’s Report on Form 10-Q (File No. 1-11459) dated November 1, 2017).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PPL CORPORATION
By:	/s/ Stephen K. Breininger
	Stephen K. Breininger Vice President and Controller

Dated:  November 16, 2017

EX-1

Exhibit 1.1

PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended, from 1 January 2018, to be offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC ("Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

FINAL TERMS

14 November 2017

Western Power Distribution (South West) plc

Issue of £250,000,000 2.375 per cent. Notes due May 2029

under the £3,000,000,000

Euro Medium Term Note Programme

Part A

Contractual Terms

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 15 September 2017, which constitutes a base prospectus (the Prospectus) for the purposes of the Prospectus Directive (Directive 2003/71/EC), as amended (the Prospectus Directive). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus is available for viewing at www.westernpower.co.uk and during normal business hours at Avonbank, Feeder Road, Bristol BS2 0TB and copies may be obtained from Avonbank, Feeder Road, Bristol BS2 0TB. The Prospectus and (in the case of Notes listed and admitted to trading on the regulated market of the London Stock Exchange) the applicable Final Terms will also be published on the website of the London Stock Exchange: www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

1          Issuer:	Western Power Distribution (South West) plc
2(i) Series Number:	2017-2
(ii) Tranche Number:	1
(iii)Date on which the Notes will be consolidated and form a single Series	Not Applicable
3         Specified Currency or Currencies:	Pound Sterling (£)
4         Aggregate Nominal Amount:
(i) Series:	£250,000,000
(ii) Tranche:	£250,000,000
5(i) Issue Price of Tranche:	99.086 per cent. of the Aggregate Nominal Amount
6(i) Specified Denominations:	£100,000 and integral multiples of £1,000 in excess thereof up to and including £199,000. No Notes in definitive form will be issued with a denomination of integral multiples above £199,000.
(ii) Calculation Amount: (Applicable to Notes in definitive form)	£1,000
7(i) Issue Date:	16 November 2017
(ii) Interest Commencement Date:	Issue Date
8         Maturity Date:	16 May 2029
9         Interest Basis:	2.375 per cent. Fixed Rate
	(further particulars specified below)
10       Redemption Basis:	Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100.00per cent. of their nominal amount
11         Change of Interest Basis or Redemption/ Payment Basis:	Not Applicable
12         Put/Call Options:	Restructuring Put Option
	(further particulars specified in paragraph 22 below)
13        Date approval by Committee of the Board of Directors for issuance of Notes obtained:	6 November 2017
Provisions Relating to Interest (if any) Payable
14         Fixed Rate Note Provisions	Applicable
(i) Rate of Interest:	2.375 per cent. per annum payable annually in arrear
(ii) Interest Payment Date(s):	16 May in each year up to and including the Maturity Date, commencing on 16 May 2018 with a short first coupon from and including 16 November 2017 to but excluding 16 May 2018

(iii) Fixed Coupon Amount: (Applicable to Notes in definitive form)	£23.75 per Calculation Amount
(iv) Broken Amount: (Applicable to Notes in definitive form)	£11.78 per Calculation Amount, payable on the Interest Payment Date falling on 16 May 2018
(v) Day Count Fraction:	Actual/Actual ICMA
(vi) Determination Date:	Interest Payment Dates in each year
15         Floating Rate Note Provisions	Not Applicable
16         Zero Coupon Note Provisions	Not Applicable
17         Index Linked Interest Note Provisions	Not Applicable
18         Ratings Downgrade Rate Adjustment	Not Applicable
Provisions Relating to Redemption
19         Index Linked Redemption Provisions	Not Applicable
20         Issuer Call	Not Applicable
21         Investor Put	Applicable for the purposes of Condition 6(g) (Redemption at the option of Noteholders on a Restructuring Event) only
(i)Optional Redemption Date(s):	Put Date as per Condition 6(g)(iii)
(ii)Notice Period:	Refer to Condition 6(g) (Redemption at the Option of Noteholders on a Restructuring Event)
(i)Optional Redemption Amount(s):	Not Applicable
22         Restructuring Put Option	Applicable (Condition 6(g) (Redemption at the Option of the Noteholders on a Restructuring Event) applies)
(i)Optional Redemption Amount(s):	£1,000 per Calculation Amount
23         Final Redemption Amount:	£1,000 per Calculation Amount
24        Early Redemption Amount payable on redemption for taxation reasons or on event of default	£1,000 per Calculation Amount
General Provisions Applicable to the Notes
25         Form of Notes:	Bearer
(i) if issued in Bearer form:	Temporary Global Note exchangeable for a permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the permanent Global Note.
New Global Note/NSS:	Yes
26        Additional Financial Centre(s) or other special provisions relating to payment dates:	Not Applicable

27        Talons for future Coupons to be attached to Definitive Notes: No

Signed on behalf of

Western Power Distribution (South West) plc

By:

Part B

Other Information

1Listing and Admission to Trading
(i) Listing and admission to trading:	Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's regulated market and listing on the Official List of the UK Listing Authoritywith effect from, or as soon as practicable after, 16 November 2017.
(ii) Estimate of total expenses related to admission to trading:	£3,600
2Ratings
Ratings:	The Notes to be issued have been rated:
	Baa1 by Moody's Investors Service Limited (Moody's) A- by Standard & Poor's Credit Market Services Europe Limited (S&P) Each of Moody's and S&P is established in the European Union and is registered under Regulation (EC) No. 1060/2009
3Interests of Natural and Legal Persons Involved in the Issue
Save for any fees payable to the Joint Lead Managers, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer.
4Reasons for the Offer, Estimated Net Proceeds and Total Expenses
(i) Reasons for the offer		The net proceeds of this offer will be used by Western Power Distribution (South West) plc for its general corporate purposes
(ii) Estimated net proceeds:		Not Applicable
(iii) Estimated total expenses:		Not Applicable
5Yield (Fixed Rate Notes only)
Indication of yield:		2.468 per cent. on an annual basis
6Operational Information
(i) ISIN Code:		XS1718489898
(ii) Common Code:		171848989
(iii) Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s):		Not Applicable
(iv) Delivery:		Delivery against payment

(v) Names and addresses of additional Paying Agent(s) (if any):	Not Applicable
(vi)Intended to be held in a manner which would allow Eurosystem eligibility:	Yes. Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the international central securities depositories (ICSD) as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the European Central Bank (the ECB) being satisfied that Eurosystem eligibility criteria have been met.
7Distribution
(i) Method of distribution:	Syndicated
(ii) If syndicated, names and addresses of Managers):	Joint Lead Managers: HSBC Bank plc 8 Canada Square London E14 5HQ
	Mizuho International plc 30 Old Bailey London EC4M 7AU
	The Royal Bank of Scotland plc (trading as NatWest Markets) 250 Bishopsgate London EC2M 4AA
	Banco Santander, S.A. Ciudad Grupo Santander Edificio Encinar Avenida de Cantabria s/n 28660, Boadilla del Monte Madrid
	Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB

	Lloyds Bank plc 10 Gresham Street London EC2V 7AE
	Merrill Lynch International 2 King Edward Street London EC1A 1HQ
	MUFG Securities EMEA plc Ropemaker Place 25 Ropemaker Street London EC2Y 9AJ
	RBC Europe Limited Riverbank House 2 Swan Lane London EC4R 3BF
(iii)Date of Dealer Agreement:	15 September 2017
(iv) Stabilisation Manager(s) (if any):	The Royal Bank of Scotland plc (trading as NatWest Markets)
(v) If non-syndicated, name and address of relevant Dealer:	Not Applicable
(vi) U.S. Selling Restrictions:	Reg. S Compliance Category 2; TEFRA D
(vii) Prohibition of Sales to EEA Retail Investors:	Applicable

EX-4

Exhibit 4.3

CLIFFORD CHANCE LLP

CLIFFORD

CHANCE

	EXECUTION VERSION
WESTERN POWER DISTRIBUTION (SOUTH WEST) PLC as Issuer and HSBC BANK PLC MIZUHO INTERNATIONAL PLC THE ROYAL BANK OF SCOTLAND PLC (TRADING AS NATWEST MARKETS) and OTHERS
SUBSCRIPTION AGREEMENT in respect of £250,000,000 2.375 per cent. Notes due May 2029 issued by Western Power Distribution (South West) plc under £3,000,000,000 Euro Medium Term Note Programme

218736-3-19969-v5.2 70-40666532

THIS AGREEMENT is made on 14 November 2017

BETWEEN:

(1) WESTERN POWER DISTRIBUTION (SOUTH WEST) PLC (the "Issuer");

(2) HSBC BANK PLC, MIZUHO INTERNATIONAL PLC and THE ROYAL BANK OF SCOTLAND PLC (TRADING AS NATWEST MARKETS) ("NatWest Markets")as joint lead managers and active bookrunners (the "Active Joint Bookrunners"); and

(3) BANCO SANTANDER, S.A., BARCLAYS BANK PLC, LLOYDS BANK PLC, MERRILL LYNCH INTERNATIONAL, MUFG SECURITIES EMEA PLC and RBC EUROPE LIMITED as joint lead managers and passive bookrunners (the "Passive Joint Bookrunners", and together with the Active Joint Bookrunners, the "Joint Lead Managers").

WHEREAS:

(A) The Issuer has entered into an amended and restated dealer agreement dated 15 September 2017 (the "Dealer Agreement") with the Dealers and the Arranger named in it in respect of the Issuer's £3,000,000,000 Euro Medium Term Note Programme (the "Programme").

(B) The Issuer proposes to issue £250,000,000 2.375 per cent. Notes due May 2029 (the "Notes") and the Joint Lead Managers wish to subscribe such Notes.

IT IS AGREED as follows:

1. Issue of the Notes

1.1 Dealer Agreement: The Notes shall be issued pursuant to clause 2.2 (Syndicated Issues) of the Dealer Agreement and on the terms of clauses 3 (The Notes), 5 (Offering of Notes) to 10 (Indemnification) (but not 9.1 (Initial Conditions Precedent)), 12.1 and 12.2 (Taxation and Costs), 13 (Survival of Certain Representations and Obligations), 14.2 (Rights Accrued), 15 (Communications), 17 (Currency Indemnity) to 20 (Governing Law and Jurisdiction) of the Dealer Agreement as modified by this Agreement. Unless otherwise defined in this Agreement, terms defined in the Dealer Agreement shall have the same meaning in this Agreement. References in the Dealer Agreement to "Notes" and "Dealers" shall be construed as references to the Notes and the Joint Lead Managers, respectively, for the purposes of this Agreement.

1.2 The Notes: The Notes shall be in the form and have the terms set out in Schedule 4 (Terms and Conditions of the Notes) to the Trust Deed as completed by the Final Terms dated the date of this Agreement relating to the Notes which the Issuer confirms it has prepared and copies of which it authorises the Joint Lead Managers to distribute in connection with the offering and sale of the Notes.

1.3 Agreement to Issue: Subject to the terms and conditions of this Agreement, the Issuer agrees to issue the Notes on 16 November 2017 (the "Closing Date") or such later date

218736-3-19969-v5.2 1 70-40666532

not being later than 30 November 2017 as the Issuer and the Active Joint Bookrunners on behalf of the Joint Lead Managers may agree (the "Issue Date"), to the Joint Lead Managers or as the Active Joint Bookrunners may direct in accordance with Clause 5 (Closing). The Notes shall be issued at a price equal to 99.086 per cent of their nominal amount plus accrued interest, if any, on the Notes from the Closing Date to the Issue Date (the "Issue Price"), subject to the adjustments referred to in Clause 6 (Commission).

1.4 Publicity: The Issuer confirms the arrangements made on its behalf by the Active Joint Bookrunners for announcements in respect of the Notes to be published on such dates and in such newspapers or other publications as it may agree with the Active Joint Bookrunners.

2. Agreement by the Joint Lead Managers

2.1 The Joint Lead Managers jointly and severally agree that they shall subscribe the Notes on the Issue Date, all on the terms set out herein.

2.2 The execution of this Agreement on behalf of all parties hereto will constitute acceptance by each Joint Lead Manager of the ICMA Agreement Among Managers Version 1 (the "AAM") subject to any amendment notified to such Joint Lead Manager in writing at any time prior to the receipt by NatWest Markets of the document appointing such Joint Lead Manager's authorised signatory and its execution of this Agreement. References in the AAM to the "Lead Manager" shall mean the Active Joint Bookrunners and references to each of the "Settlement Lead Manager" shall mean NatWest Markets.

2.3    As among the Joint Lead Managers and without prejudice to Clause 2.1, the Joint Lead Managers agree to allocate the Notes as set out in the table below:

Joint Lead Manager	Commitment
Active Joint Bookrunners
HSBC Bank plc	£ 75,000,000
Mizuho International plc	£ 75,000,000
The Royal Bank of Scotland plc (trading as NatWest Markets)	£ 75,000,000
Passive Joint Bookrunners
Banco Santander, S.A.	£ 4,167,000
Barclays Bank plc	£ 4,167,000
Lloyds Bank plc	£ 4,167,000
Merrill Lynch International plc	£ 4,167,000
MUFG Securities EMEA plc	£ 4,167,000
RBC Europe Limited	£ 4,165,000
Total	£ 250,000,000

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3. Stabilisation

The parties hereto confirm the appointment of NatWest Markets as the central point responsible for public disclosure of stabilisation and handling any competent authority requests, in each case, in accordance with Article 6(5) of Commission Delegated Regulation EU 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures. NatWest Markets shall act as Stabilisation Manager in connection with the distribution of the Notes, and the provisions of clause 5.3 of the Dealer Agreement shall be deemed to be incorporated by reference into this Agreement mutatis mutandis.

4. Conditions Precedent

Clause 9.2 (Continuing Conditions Precedent) of the Dealer Agreement shall apply to the issue and subscription of the Notes (except that in the case of clause 9.2.8 of the Dealer Agreement, a comfort letter will not be required by the Joint Lead Managers on the date of this Agreement), including a confirmation from Moody's Investors Service Limited and Standard & Poor's Credit Market Services Europe Limited that they have assigned a rating of Baa1 (stable) and A- (stable) respectively to the Notes.

5. Closing

5.1 Issue of Notes: At 11.00 a.m. (London time) (or such other time as may be agreed between the Active Joint Bookrunners, on behalf of the Joint Lead Managers, and the Issuer) on the Issue Date, the Issuer shall issue and deliver to the Joint Lead Managers or their order in such place as the active Joint Bookrunners may reasonably require a temporary Global Note representing the Notes duly executed and authenticated.

5.2 Payment: Against such delivery the Joint Lead Managers shall pay or cause to be paid to the Issuer the net subscription moneys for the Notes (being the aggregate amount payable for the Notes calculated at the Issue Price less the commissions referred to in Clause 6 (Commission)). Such payment shall be made by the Common Service Provider on behalf of the Joint Lead Managers, in Pound Sterling in same day settlement funds to the account of the Issuer, evidence of such payment taking the form of a confirmation by the Common Service Provider that it has made the relevant payment to the Issuer.

6. Commission

The Issuer shall pay to the Joint Lead Managers a combined management and underwriting commission of 0.3975 per cent. of the nominal amount of the Notes, to be divided as follows: (i) to each Active Joint Bookrunner, a management and underwriting commission of £281,250.00, and (ii) to each Passive Joint Bookrunner a management and underwriting commission of £25,000.00.

Such commission shall be deducted from the subscription moneys by the Joint Lead Managers prior to payment to the Issuer.

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7. Expenses

The Issuer shall be responsible for paying all costs and expenses incurred in connection with the issue of Notes.

8. Communications

The telephone number, fax number, postal address, electronic address and designated person of the Active Joint Bookrunners for the purposes of clause 15 (Communications) of the Dealer Agreement are:

HSBC Bank plc

8 Canada Square

London E14 5HQ

United Kingdom

Telephone:	+44 (0) 20 7991 8888
Fax:	+44 (0) 20 7992 4973
Attention:	Transaction Management Group

Mizuho International plc

30 Old Bailey

London EC4M 7AU

United Kingdom

Telephone:	+44 (0) 20 7236 1090
Fax:	+44 (0) 20 7651 2922
Attention:	MTN Trading Desk

The Royal Bank of Scotland plc (trading as NatWest Markets)

250 Bishopsgate

London EC2M 4AA

United Kingdom

Fax:	+44 (0) 20 7085 2591
Attention:	New Issues, Syndicate Desk

9. Selling Restrictions

For the purposes of paragraph 3.2 (United States of America) and 3.3 (United States of America) of Schedule B (Selling Restrictions) to the Dealer Agreement, the applicable TEFRA exemption is D Rules.

10. Contracts (Rights of Third Parties) Act 1999

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A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

11. Several obligations and no cross default

For the avoidance of doubt, clause 19 (Several obligations and no cross default) of the Dealer Agreement shall apply mutatis mutandis to this Agreement.

12. Governing Law and Jurisdiction

12.1 Governing Law: This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by English law.

12.2 Jurisdiction: The courts of England are to have jurisdiction to settle any disputes that may arise out of or in connection with this Agreement and accordingly any legal action or proceedings arising out of or in connection with this Agreement ("Proceedings") may be brought in such courts. The Issuer irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in such courts on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This Clause is for the benefit of each of the Joint Lead Managers and shall not affect the right of any of them to take Proceedings 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).

13. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original. Any party may enter into this Agreement by signing any such counterpart.

THIS AGREEMENT has been entered into on the date stated at the beginning.

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Issuer

WESTERN POWER DISTRIBUTION (SOUTH WEST) PLC

By:        

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Joint Lead Managers

THE ROYAL BANK OF SCOTLAND PLC (TRADING AS NATWEST MARKETS)

By:

HSBC BANK PLC

MIZUHO INTERNATIONAL PLC

BANCO SANTANDER, S.A.

BARCLAYS BANK PLC

LLOYDS BANK PLC

MERRILL LYNCH INTERNATIONAL

MUFG SECURITIES EMEA PLC

RBC EUROPE LIMITED

Each by its duly authorised attorney:

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