Scottish Power Finance (Jersey) Limited (the "Issuer")

US$700,000,000 4 per cent. step-up perpetual subordinated convertible bonds (the "Convertible Bonds")

Notice to Bondholders of adjustment to Exchange Price

Scottish Power plc (the "Company") has announced today that it is sending a circular to its shareholders providing the details of a return of cash to its shareholders of £2.25 billion by way of a B Share scheme and a consolidation of its share capital. The return of cash and share consolidation are subject to approval by the Company's shareholders.

The Issuer hereby gives notice to the Bondholders of the expected adjustments to the Exchange Price of the Convertible Bonds as a result of the return of cash and the share consolidation.

The Company considers that the transaction constitutes a series of events occurring within a short period of time (as described in Article 9(e)(B)(ff) of the Issuer's Articles of Association) and a circumstance to which Article 9(e)(B)(gg) applies.

In accordance with those Articles and Article 9(e)(B)(hh), the Company has appointed Ernst & Young LLP, with the approval of the trustee, to give an opinion in accordance with Articles 9(e)(B)(ff) and (gg) and to provide a certificate as to the appropriate adjustment to the Exchange Price.The adjustment will be made with reference to Article 9(e)(B)(aa)(i) - Consolidation, Reclassification and Subdivision; Article 9(e)(B)(aa)(ii) - Capitalisation of Profits or Reserves; and Article 9(e)(B)(aa)(iii) - Capital Distribution.

The return of capital to shareholders via the B-Share scheme will be treated as the equivalent of a dividend of approximately £1.20 per existing ordinary share and the "reverse capitalisation" of, approximately, every three existing ordinary shares into two new ordinary shares. A Consolidation of ordinary shares will then occur on the basis of approximately 1.1905 new ordinary shares for every existing ordinary share held following the "reverse capitalisation".

Based on the market value of the ordinary shares as at 30 March 2006 and the details of the capital reorganisation, the Company and Ernst & Young LLP do not currently expect that the amount of the adjustment to the Exchange Price will be significant. The exact amount of any adjustment to the Exchange Price will be determined with reference to the share price on 12 May 2006, being the record date for the return of cash.

Following any adjustment to the Exchange Price, the Issuer will give notice of such adjustment to the Bondholders, pursuant to paragraph 9(e)(B)(cc) of the Articles of Association of the Issuer (and in accordance with Condition 18 of the Convertible Bonds). If there is an adjustment to the Exchange Price, any adjustments which had previously not been required to have been made, as a result of such adjustments being less than 1% of the Exchange Price then in effect, will be carried forward and taken into account. If any adjustment to the Exchange Price is not required to be made as a result of such adjustment being less than 1% of the Exchange Price, in accordance with Article 9(e)(B)(cc), any such adjustment shall be carried forward and taken into account in any subsequent adjustment.

For further information:

Mark Dalton
UBS Limited                                  020 7568 2101

Ben Grindley
Morgan Stanley & Co. Limited      020 7677 7548