EXHIBIT DESCRIPTION OF EXHIBIT
NUMBER
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1.1* Certificate of Incorporation on Change of Name
1.2* Memorandum and Association of International Power plc
4.1* Purchase Agreement dated November 17, 2000 between International Power
(Cayman) Limited, as issuer, International Power plc, as guarantor,
and Xxxxxx Brothers International (Europe), Salomon Brothers
International Limited
4.2* Indenture dated November 24, 2000 between International Power (Cayman)
Limited, as issuer, International Power plc, as guarantor, and
Citibank N.A., as trustee
4.3* Credit Agreement dated 18 August 2000 between the Company, certain
Arrangers named therein and Deutsche Bank AG London, as agent, for a
committed facility in aggregate amounts of U.S.$2,000,000,000 and
(pound)235,000,000
4.4* Deed of Novation to be executed by European Investment Bank, the
Company, National Power International Holdings Limited, Innogy
Holdings and Innogy
4.5* Trust Deed and Supplemental Trust Deed to be dated 28 September 2000
between the Company, The Law Debenture Trust Company and Innogy
Holdings
4.6* Agency Side Letter between Innogy and the Company dated 18 August 2000
4.7* Agreement dated 21 August 2000 between the Company, Innogy Holdings
and Innogy regarding the terms of the Demerger
4.8* Agreement dated 20 July 2000 between the Company, Deeside Power
Development Company Limited and Innogy relating to the sale and
purchase by the Company of Deeside
4.9* Agreement dated 16 March 2000 between the Company and Innogy relating
to the purchase by Innogy of the Company's UK energy business
4.10* Agreement dated 16 March 2000 between the Company and National Power
(Energy Co.) Limited relating to the purchase of the Company's Energy
Direct business, as amended
4.11* Agreement dated 16 March 2000 between the Company and Innogy
Technology Ventures Limited relating to the purchase of the business
carried out by the Innogy Department of the Company, as amended
4.12* Agreement dated 17 March 2000 between the Company and Innogy relating
to the sale of certain subsidiaries of the Company
4.13* Agreement dated 16 November 1999 between the Company and British
Energy Investment (No.7) Limited relating to the sale of the
Eggborough power station
4.14* Agreement dated 16 November 1999 between the Company and Killingholme
Generation Limited relating to the sale of the Killingholme power
station
4.15* Agreement dated 18 August 2000 between Innogy Holdings and Deeside
Power Development Company Limited for Use of the Company's Spare
Generator Transformer
4.16* Strategic Alliance Agreement dated 30 March 2000 between the Company
and Innogy, as amended
4.17* Intellectual Property License and Shared Records Agreement dated 17
August 2000 between the Company and Innogy
4.18* IT Support Services Agreement dated 17 August 2000 between Innogy and
the Company
4.19* Occupational Health Services Agreement dated 17 August 2000 between
Innogy and the Company
4.20* Pensions Administration Agreement dated 30 May 2000 between the
National Power Group Trustees, the Company and Aon Consulting Ltd.
4.21* Insurance Claims Handling Agreement dated 18 August 2000 between
Innogy and the Company
4.22* Interconnector Agreement dated 17 August 2000 between Innogy and the
Company
4.23* Share Sale Agreement dated 17 August 2000 between National Wind Power
Limited and American National Power, Inc. for the share capital of
American National Wind Power, Inc.
4.24* Appointment letter for the Company's Non-Executive Directors dated 22
February 2000
4.25* Appointment letter for the Company's Non-Executive Directors dated 31
August 1999
4.26* Agreement relating to the Assumption of Debt Instruments dated 8
August 2000 between Innogy and the Company
4.27* Deed of Change of Principal Employer and Change of Name for the
Electricity Supply Pension Scheme to be executed by Innogy and the
Company
4.28* Deed of Change of Principal Employer and Change of Name for the
Company Senior Staff Pension Scheme to be executed by Innogy and the
Company
4.29* Deed of Change of Principal Employer and Change of Name for the
Company Group Pension Scheme to be executed by Innogy, the National
Power Pension Scheme Trustees Limited and the Company
4.30* Deed of Assignment dated 20 July 2000 between the Deeside Power
Development Company Limited and Innogy
4.31* Deed of Indemnity dated 21 August 2000 between Innogy, the Company
and Innogy Holdings
4.32* Deed of Indemnity dated 17 August 2000 between the Company and
National Power Energy Co. Ltd
4.33* Deed of Indemnity dated 17 August 2000 between the Company and Innogy
Technology Ventures Limited
4.34* Rules of the National Power Group Pension Scheme, ESPS Section,
effective from 30 September 1999
4.35* Rules of the National Power Group Pension Scheme, Main Section
4.36* Deed of participation for the Company Electricity Supply Pension
Scheme dated 20 July 2000 between the Company, Innogy and Deeside
Power Development Company Limited
4.37* Deed of Amendment to Electricity Supply Pension Scheme dated 20 July
2000 by the Company
4.38* Demerger Pensions Agreement dated 21 August 2000 between Innogy
Holdings, Innogy and the Company
4.39* Amended and Restated Deposit Agreement dated 18 August 2000 between
the Company, The Bank of New York and the holders and beneficial
owners from time to time of American Depositary Shares of the Company
4.40* Service Agreement dated 30 May 2000 between the Company and Xxxxx
Xxxxxx, as amended
4.41* Service Agreement dated 26 June 2000 between the Company and Xxxxx
Xxxxx, as amended
4.42* Service Agreement dated 22 June 2000 between the Company and Xxxxxx
Xxx, as amended
4.43* Memorandum of Employment Particulars for Xxxxx Xxxxx
4.44* Letter Agreement dated 20 July 2000 between Innogy and Deeside Power
Development Company Limited regarding Electricity Forward Contracts
4.45* Gas Supply Agreement dated 19 July 2000 between the Company and
Innogy
4.46* Gas Trading Agreement dated 17 August 2000 between the Company and
Innogy
4.47* Deed of Amendment dated 17 August 2000 between the Company and Innogy
regarding the Hivedown Agreement
4.48* Indemnity from the Company to the holder of the Redeemable Preference
Share dated 10 August 2000
4.49* International Power plc XXXX Plan, effective 2 October 2000
4.50* International Power plc Inland Revenue Approved Executive Share
Option Plan, effective 2 October 2000
4.51* International Power plc Unapproved Executive Share Option Plan,
effective 2 October 2000
4.52* International Power plc All Employee Share Ownership Plan, effective
2 October 2000
4.53* International Power plc Long Term Incentive Plan, effective 2 October
2000
4.54* International Power plc Restricted Share Plan, effective 2 October
2000
4.55* International Power plc Demerger Employee Share Plan, effective 2
October 2000
4.56* National Power Sharesave Scheme, as amended
4.57* National Power Executive Share Option Scheme, as amended
4.58* Letters from the Company to participants in its various share schemes
regarding the Demerger
4.59* Share Sale Agreement for Xxxx Petroleum PLC dated 17 August 2000
between the Company and Innogy
4.60* Share Sale Agreement for share in Innogy held by National Power
International Limited dated 18 August 2000 between National Power
International Limited and the Company
4.61* Tax Agreement dated 21 August 2000 between the Company, Innogy and
Innogy Holdings
4.62* Loss Utilisation Tax Agreement dated 18 August 2000 between the
Company, Innogy and Innogy Holdings
4.63* Trademark Assignment dated 17 August 2000 between the Company, Innogy
and National Power (Energy Co.) Limited
4.64* Trademark Assignment dated 18 August 2000 between Innogy Technology
Ventures Limited and Innogy
4.65* Deed of Counter Indemnity dated 10 December 1999 between the Company
and members of the Pool 4.66* Sponsor Agreement dated 21 August 2000
between the Company, Salomon Brothers International limited and Innogy
Holdings
8.0 Subsidiaries
* Incorporated by reference to International Power plc and National Power PLC's
Form 20-Fs filed in prior years.
Exhibit 8
Investments in subsidiary undertakings
Country of
incorporation and Percentage
Name and nature of business registration Type of share shareholding
--------------------------------------------- -------------------- ------------------------ ---------------
Xxxxxxxxx Finance Limited Partnership* Australia Partners' Capital 75%
(Financing company).....................
Xxxxxxxxx Power Partnership* Australia Partners' Capital 92%
(Power generation)......................
Elektrarny Opatovice A.S.* Czech Republic Ordinary Shares 99%
(Power generation)......................
International Power Global Developments England and Wales Ordinary Shares 100%
Limited
(Project development -- overseas).......
Pelican Power Point Limited England and Wales @ Ordinary Shares 100%
(Power generation)......................
Rugeley Power Limited England and Wales Ordinary Shares 100%
(Power generation)......................
Deeside Power Development Company Limited England and Wales Ordinary Shares 100%
(Power generation)......................
National Power International Holdings BV * The Netherlands** Ordinary Shares 100%
(Investment holding company)............
Synergen Power Pty Ltd* Australia Ordinary Shares 100%
(Power generation)......................
Thai National Power Company Limited+* Thailand Ordinary Shares 100%
(Power generation)......................
Midlothian Energy Limited Partnership* US Partners' Capital 100%
(Power generation)......................
Milford Power Limited Partnership* US Partners' Capital 100%
(Power generation)......................
ANP Funding I LLC * US Ordinary Shares 100%
(Financing company).....................
International Power (Cayman) Limited Cayman Islands** Ordinary Shares 100%
(Financing company)
International Power (Europe) Limited England and Wales Ordinary Shares 100%
(Financing company)
ANP Blackstone Energy Company, LLC* US Ordinary Shares 100%
(Power generation)
ANP Bellingham Energy Company, LLC* US Ordinary Shares 100%
(Power generation)
Xxxx Energy Limited Partnership* US Partners' Capital 100%
(Power generation)
Al Kamil Power Company SAOC* Oman Ordinary Shares 100%
(Power generation)......................
All subsidiary undertakings operate in their country of incorporation, except as
indicated below.
All subsidiary undertakings have December year ends, except as indicated below.
* Held by an intermediate subsidiary undertaking
+ Subsidiary undertakings with March year ends
@ Operates in Australia
** Operates in the UK
