<PAGE>

                                                                    EXHIBIT 4(B)



                                                                  CONFORMED COPY


                                15 DECEMBER 1999




                                   TRUST DEED



                                  relating to a



                               (Euro)2,000,000,000
                         EURO MEDIUM TERM NOTE PROGRAMME



                                     between



                           TXU EASTERN FUNDING COMPANY
                                    as Issuer



                                       and



                               TXU EUROPE LIMITED
                                  as Guarantor



                                       and

                   THE LAW DEBENTURE TRUST CORPORATION P.L.C.
                                   as Trustee




                             Weil, Gotshal & Manges
<PAGE>

                                TABLE OF CONTENTS


                                                                            Page


1        DEFINITIONS..........................................................1

2        AMOUNT AND ISSUE OF THE NOTES........................................9

3        FORMS OF THE NOTES..................................................12

4        FEES, DUTIES AND TAXES..............................................14

5        COVENANT OF COMPLIANCE..............................................14

6        CANCELLATION OF NOTES AND RECORDS...................................14

7        GUARANTEE...........................................................15

8        NON-PAYMENT.........................................................17

9        PROCEEDINGS, ACTION AND INDEMNIFICATION.............................17

10       APPLICATION OF MONEYS...............................................17

11       NOTICE OF PAYMENTS..................................................18

12       INVESTMENT BY TRUSTEE...............................................18

13       PARTIAL PAYMENTS....................................................19

14       COVENANTS BY THE ISSUER AND THE GUARANTOR...........................19

15       REMUNERATION AND INDEMNIFICATION OF TRUSTEE.........................22

16       SUPPLEMENT TO TRUSTEE ACT 1925......................................23

17       TRUSTEE'S LIABILITY.................................................27

18       TRUSTEE CONTRACTING WITH ISSUER AND GUARANTOR.......................27

19       WAIVER, AUTHORISATION AND DETERMINATION.............................28

20       MODIFICATION........................................................28

21       BREACH..............................................................28

22       HOLDER OF DEFINITIVE NOTE ASSUMED TO BE RECEIPTHOLDER
         AND COUPONHOLDER....................................................28

23       NO NOTICE TO RECEIPTHOLDERS OR COUPONHOLDERS........................29

24       CURRENCY INDEMNITY..................................................29

25       NEW TRUSTEE.........................................................29

26       SEPARATE AND CO-TRUSTEES............................................30

27       TRUSTEE'S RETIREMENT AND REMOVAL....................................30

28       TRUSTEE'S POWERS TO BE ADDITIONAL...................................30

29       SUBSTITUTION........................................................30

30       NOTICES.............................................................32


                                       i
<PAGE>

                                TABLE OF CONTENTS

                                   (continued)


31       GOVERNING LAW.......................................................33

32       COUNTERPARTS........................................................33

THE FIRST SCHEDULE TERMS AND CONDITIONS OF THE NOTES.........................34

THE SECOND SCHEDULE  FORMS OF GLOBAL AND DEFINITIVE NOTES,
     RECEIPTS, COUPONS AND TALONS............................................63

THE THIRD SCHEDULE PROVISIONS FOR MEETING OF NOTEHOLDERS.....................94


                                       ii
<PAGE>

THIS AGREEMENT is made on 15 December 1999 between the following parties.

(1)       TXU EASTERN FUNDING COMPANY, a company incorporated under the laws of
          England, whose registered office is at The Adelphi, 1-11 John Adam
          Street, London, WC2N 6HT (the "ISSUER");

(2)       TXU EUROPE LIMITED, a company incorporated under the laws of England,
          whose registered office is at The Adelphi, 1-11 John Adam Street,
          London, WC2N 6HT (the "GUARANTOR");

(3)       THE LAW DEBENTURE TRUST CORPORATION P.L.C., a company incorporated
          under the laws of England, whose registered office is at Princes
          House, 95 Gresham Street, London EC2V 7LY, England (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 Noteholders,
          the Receiptholders and the Couponholders (each as defined below).

WHEREAS

(A)       By a resolution of the Board of Directors of the Issuer dated 6 August
          1999 and a resolution of a committee of the Board of Directors of the
          Issuer dated 14 December 1999 it was resolved to establish a Euro
          Medium Term Note Programme pursuant to which the Issuer may from time
          to time issue Notes as set out herein. Notes up to a maximum nominal
          amount (calculated in accordance with Clause 3.5 of the Programme
          Agreement (as defined below)) from time to time outstanding of
          (Euro)2,000,000,000 (subject to increase as provided in the Programme
          Agreement) (the "PROGRAMME LIMIT") may be issued pursuant to the said
          Programme.

(B)       By a resolution of the Board of Directors of the Guarantor dated 6
          December 1999 and a resolution of a committee of the Board of
          Directors of the Guarantor dated 14 December 1999 the Guarantor has
          resolved to guarantee all Notes issued under the Programme by the
          Issuer.

(C)       The Trustee has agreed to act as trustee of these presents for the
          benefit of the Noteholders, the Receiptholders and the 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

1.1       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 the agreement dated 15 December 999, as amended and/or
supplemented and/or restated from time to time, pursuant to which the Issuer and
the Guarantor have appointed the Issuing and Paying Agent and the other Paying
Agents in relation to all or any Series of the Notes and any other agreement for
the time being in force appointing further or other Paying Agents or another
Issuing and Paying Agent in relation to all or any Series of the Notes, or in
connection with their duties, the terms of which have previously been approved


                                       1
<PAGE>

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;

"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 Guarantor or, in the
event of their being unable or unwilling promptly to carry out any action
reasonably requested of them pursuant to the provisions of these presents, such
other firm of accountants as may be nominated by the Issuer and approved by the
Trustee, such approval not to be unreasonably withheld, or, failing such
nomination and/or approval, as may be nominated by the Trustee, in each case for
the purposes of these presents;

"CALCULATION AGENT" means, in relation to all or any Series of the Notes, the
person initially appointed as calculation agent in relation to such Notes by the
Issuer and the Guarantor pursuant to the Agency Agreement or, if applicable, any
Successor calculation agent in relation to all or any Series of the Notes;

"CONDITIONS" means, in relation to the Notes of any Series, the terms and
conditions endorsed on or incorporated by reference into the Note or Notes
constituting such Series, such terms and conditions being in substantially the
form set out in the First Schedule or in such other form, having regard to the
terms of the Notes of the relevant Series, as may be agreed between the Issuer,
the Trustee and the relevant Dealer(s) as modified and supplemented by the
Pricing Supplement applicable to the Notes of the relevant Series, in each case
as from time to time modified in accordance with the provisions of these
presents and references in these presents to a particular numbered Condition
shall be construed accordingly;

"COUPON" means an interest coupon appertaining to a Definitive Note (other than
a Zero Coupon Note), such coupon being:

(a)       if appertaining to a Note bearing interest at a fixed rate, in the
          form or substantially in the form set out in Part V A of the Second
          Schedule or in such other form, having regard to the terms of issue of
          the Notes of the relevant Series, as may be agreed between the Issuer,
          the Issuing and Paying Agent, the Trustee and the relevant Dealer(s);
          or

(b)       if appertaining to a Floating Rate Note or a Note bearing interest at
          another variable rate, in the form or substantially in the form set
          out in Part V B of the Second Schedule or in such other form, having
          regard to the terms of issue of the Notes of the relevant Series, as
          may be agreed between the Issuer, the Issuing and Paying Agent, the
          Trustee and the relevant Dealer(s); or

(c)       if appertaining to a Definitive Note which is neither a Note bearing
          interest at a fixed rate nor a Floating Rate Note nor a Note bearing
          interest at another variable rate, in such form as may be agreed
          between the Issuer, the Issuing and Paying Agent, the Trustee and the
          relevant Dealer(s),

and includes, where applicable, the Talon(s) appertaining thereto and any
replacements for Coupons and Talons issued pursuant to Condition 12;

"COUPONHOLDERS" means the several persons who are for the time being holders of
the Coupons and includes, where applicable, the Talonholders;


                                       2
<PAGE>

"DEALERS" means Barclays Bank PLC, Chase Manhattan International Limited,
Deutsche Bank AG London, Lehman Brothers International (Europe), Paribas,
Tokyo-Mitsubishi International plc and any other entity which the Issuer and the
Guarantor may appoint as a Dealer and notice of whose appointment has been given
to the Issuing and Paying Agent and the Trustee by the Issuer in accordance with
the provisions of the Programme Agreement but excluding any entity whose
appointment has been terminated in accordance with the provisions of the
Programme Agreement and notice of such termination has been given to the Issuing
and Paying Agent and the Trustee by the Issuer in accordance with the provisions
of the Programme Agreement and references to a "RELEVANT DEALER" or "RELEVANT
DEALER(S)" mean, in relation to any Tranche or Series of Notes, the Dealer or
Dealers with whom the Issuer has agreed the issue of the Notes of such Tranche
or Series and "DEALER" means any one of them;

"DEFINITIVE NOTE" means a Note in definitive form issued or, as the case may
require, to be issued by the Issuer in accordance with the provisions of the
Programme Agreement or any other agreement between the Issuer and the relevant
Dealer(s) in relation to the Programme in exchange for either a Temporary Global
Note or part thereof or a Permanent Global Note (all as indicated in the
applicable Pricing Supplement), such Note in definitive form being in the form
or substantially in the form set out in Part III of the Second Schedule with
such modifications (if any) as may be agreed between the Issuer, the Issuing and
Paying Agent, the Trustee and the relevant Dealer(s) and having the Conditions
endorsed thereon or, if permitted by the relevant Stock Exchange, incorporating
the Conditions by reference (where applicable to this Trust Deed) as indicated
in the applicable Pricing Supplement and having the relevant information
supplementing, replacing or modifying the Conditions appearing in the applicable
Pricing Supplement endorsed thereon or attached thereto and (except in the case
of a Zero Coupon Note) having Coupons and, where appropriate, Receipts and/or
Talons attached thereto on issue;

"DISTRIBUTION COMPLIANCE PERIOD" means the period expiring 40 days after the
later of the relevant Issue Date of the Notes of a Tranche and the completion of
the distribution of all Notes of such Tranche as determined by the Issuing and
Paying Agent (based on information provided by the relevant Dealer(s)) and
notified by the Issuing and Paying Agent to the Issuer and each of Euroclear and
Cedelbank;

"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 10 to be events upon the happening of which the Notes of any Series
would, subject only to notice by the Trustee as therein provided, become
immediately due and repayable;

"EXTRAORDINARY RESOLUTION" has the meaning ascribed thereto in paragraph 20 of
the Third Schedule;

"GLOBAL NOTE" means a Temporary Global Note and/or a Permanent Global Note, as
the context may require;

"ISSUE DATE" means, in respect of any Note, the date of issue and purchase of
such Note pursuant to and in accordance with the Programme Agreement or any
other agreement between the Issuer and the relevant Dealer(s), being in the case
of any Definitive Note represented initially by a Global Note, the same date as
the issue of the Global Note which initially represented such Note;


                                       3
<PAGE>

"ISSUING AND PAYING AGENT" means, in relation to all or any Series of the Notes,
Citibank, N.A. at its office at 5 Carmelite Street, London EC4Y 0PA or, if
applicable, any Successor Issuing and Paying Agent in relation to all or any
Series of the Notes;

"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;

"LONDON BUSINESS DAY" means a day (other than a Saturday or a Sunday) on which
banks and foreign exchange markets are open for business in London;

"MONTH" means calendar month;

"NOTE" means a note issued pursuant to the Programme and denominated in such
currency or currencies as may be agreed between the Issuer and the relevant
Dealer(s) which has such maturity and denomination as may be agreed between the
Issuer and the relevant Dealer(s) and issued or to be issued by the Issuer
pursuant to the Programme Agreement or any other agreement between the Issuer
and the relevant Dealer(s) relating to the Programme, the Agency Agreement and
these presents and which shall initially be represented by, and comprised in,
either (a) a Temporary Global Note which may (in accordance with the terms of
such Temporary Global Note) be exchanged for Definitive Notes or a Permanent
Global Note which Permanent Global Note may (in accordance with the terms of
such Permanent Global Note) in turn be exchanged for Definitive Notes or (b) a
Permanent Global Note which may (in accordance with the terms of such Permanent
Global Note) be exchanged for Definitive Notes (all as indicated in the
applicable Pricing Supplement) and includes an replacements for a Note issued
pursuant to Condition 12;

"NOTEHOLDERS" means the several persons who are for the time being holders of
outstanding Notes save that, in respect of the Notes of any Series, for so long
as such Notes or any part thereof are represented by a Global Note deposited
with a common depositary for Euroclear and Cedelbank, each person who is for the
time being shown in the records of Euroclear or Cedelbank (other than Cedelbank,
if Cedelbank shall be an accountholder of Euroclear and Euroclear, if Euroclear
shall be an accountholder of Cedelbank) as the holder of a particular nominal
amount of the Notes of such Series shall be deemed to be the holder of such
nominal amount of such Notes (and the holder of the relevant Global Note shall
be deemed not to be the holder) for all purposes of these presents other than
with respect to the payment of principal or interest on such nominal amount of
such Notes, the rights to which shall be vested, as against the Issuer, the
Guarantor and the Trustee, solely in such common depositary and for which
purpose such common depositary shall be deemed to be the holder of such nominal
amount of such Notes in accordance with and subject to its terms and the
provisions of these presents and the expression "NOTEHOLDER", "HOLDER" and
"HOLDER OF NOTES" and related expressions shall be construed accordingly;

"NOTICE" means, in respect of a notice to be given to Noteholders, a notice
validly given pursuant to Condition 16;

"OUTSTANDING" means, in relation to the Notes of all or any Series, all the
Notes of such Series issued other than:

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


                                       4
<PAGE>

(b)       those Notes in respect of which the date for redemption in accordance
          with the Conditions has occurred and the redemption moneys (including
          all interest payable thereon) have been duly paid to the Trustee or to
          the Issuing and Paying Agent in the manner provided in the Agency
          Agreement (and, where appropriate, notice to that effect has been
          given to the relative Noteholders in accordance with Condition 16) and
          remain available for payment against presentation of the Notes and/or
          Receipts and/or Coupons;

(c)       those Notes which have been purchased and cancelled in accordance with
          Condition 6(g);

(d)       those Notes which have become void under Condition 9;

(e)       those mutilated or defaced Notes which have been surrendered and
          cancelled and in respect of which replacements have been issued
          pursuant to Condition 12;

(f)       (for the purpose only of ascertaining the nominal amount of the Notes
          outstanding and without prejudice to the status for any other purpose
          of the Notes) those Notes which are alleged to have been lost, stolen
          or destroyed and in respect of which replacement notes have been
          issued pursuant to Condition 12; and

(g)       any Temporary Global Note to the extent that it shall have been
          exchanged for Definitive Notes or a Permanent Global Note and any
          Permanent Global Note to the extent that it shall have been exchanged
          for Definitive Notes in each case pursuant to its provisions, the
          provisions of these presents and the Agency Agreement; and

PROVIDED THAT for each of the following purposes, namely:

(i)       the right to attend and vote at any meeting of the holders of the
          Notes of any Series;

(ii)      the determination of how many and which Notes of any Series are for
          the time being outstanding for the purposes of Clause 9.1, Conditions
          10 and 11 and paragraphs 2, 5, 6 and 9 of the Third 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 of the Notes of any Series; 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 of the Notes of any series,

those Notes of the relevant Series (if any) which are for the time being held by
or on behalf of the Issuer, the Guarantor, any Subsidiary or holding company of
the Issuer or 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 all or any Series of the Notes, the
several institutions (including, where the context permits, the Issuing and
Paying Agent) at their respective specified offices initially appointed as
paying agents in relation to such Notes by the Issuer and the Guarantor pursuant
to the Agency Agreement and/or, if applicable, any Successor paying agents at
their respective specified offices in relation to all or any Series of the
Notes;


                                       5
<PAGE>

"PERMANENT GLOBAL NOTE" means a global note in the form or substantially in the
form set out in Part II of the Second Schedule with such modifications (if any)
as may be agreed between the Issuer, the Issuing and Paying Agent, the Trustee
and the relevant Dealer(s), together with the copy of the applicable Pricing
Supplement annexed thereto, comprising some or all of the Notes of the same
Series, issued by the Issuer pursuant to the Programme Agreement or any other
agreement between the Issuer and the relevant Dealer(s) relating to the
Programme, the Agency Agreement and these presents either in exchange for the
whole or part of any Temporary Global Note issued in respect of such Notes or on
issue;

"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 fulfilment of any similar condition, would constitute
an Event of Default;

"PRICING SUPPLEMENT" has the meaning set out in the Programme Agreement;

"PRINCIPAL SUBSIDIARY" at any time shall mean:

(a)       any Relevant Subsidiary; or

(b)       any Subsidiary of the Guarantor (not being an Excluded Subsidiary or
          any other Subsidiary of the Guarantor 90 per cent. in principal amount
          of whose indebtedness for borrowed money is Project Finance
          Indebtedness);

          (i)       whose (A) gross profits on ordinary activities before tax or
                    (B) gross assets represent 20 per cent. or more of the
                    consolidated gross profits on ordinary activities before tax
                    of the Group or consolidated gross assets of the Group
                    respectively, in each case as calculated by reference to the
                    then latest audited financial statements of such Subsidiary
                    and the then latest audited consolidated financial
                    statements of the Group; or

          (ii)      to which is transferred all or substantially all of the
                    business, undertaking and assets of a Subsidiary of the
                    Issuer which immediately prior to such transfer is a
                    Principal Subsidiary, whereupon the transferee Subsidiary
                    shall cease to be a Principal Subsidiary under the
                    provisions of this sub-paragraph (ii) (but without prejudice
                    to the provisions of sub-paragraph (i) above), upon
                    publication of its next audited financial statements.

A Report by the Auditors 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 shall, in the absence of manifest
error, be conclusive and binding on the Issuer, the Guarantor, the Trustee and
the Noteholders;

"PROGRAMME" means the Euro Medium Term Note Programme established by, or
otherwise contemplated in, the Programme Agreement;

"PROGRAMME AGREEMENT" means the agreement of even date herewith between the
Issuer, the Guarantor and the Dealers named therein concerning the purchase of
Notes to be issued pursuant to the Programme together with any agreement for the
time being in force amending, replacing, novating or modifying such agreement
and any accession letters and/or agreements supplemental thereto;


                                       6
<PAGE>

"PROGRAMME LIMITS" means the maximum aggregate principal amount of Notes that
may be issued and outstanding at any time under the Programme, as such limit may
be increased pursuant to the Programme Agreement;

"REDEMPTION AMOUNT" has the meaning ascribed thereto in the Conditions;

"RECEIPT" means a receipt attached on issue to a Definitive Note redeemable in
instalments for the payment of an instalment of principal, such receipt being in
the form or substantially in the form set out in Part IV of the Second Schedule
or in such other form as may be agreed between the Issuer, the Issuing and
Paying Agent, the Trustee and the relevant Dealer(s) and includes any
replacements for Receipts issued pursuant to Condition 12;

"RECEIPTHOLDERS" means the several persons who are for the time being holders of
the Receipts;

"REFERENCE BANKS" means the several banks initially appointed as reference banks
in relation to the Notes and referred to in the Conditions and/or, if
applicable, any Successor reference banks in relation to the Notes;

"RELEVANT DATE" has the meaning set out in Condition 8;

"RELEVANT SUBSIDIARY" has the meaning specified in Condition 10;

"REPAY", "REDEEM" and "PAY" shall each include both the others and cognate
expressions shall be construed accordingly;

"SECURITIES ACT" means the United States Securities Act 1933, as amended;

"SERIES" means a Tranche of Notes together with any further Tranche or Tranches
of Notes which are (i) expressed to be consolidated and form a single series and
(ii) identical in all respects (including as to listing) except for their
respective Issue Dates, Interest Commencement Dates and/or Issue Prices and the
expressions "NOTES OF THE RELEVANT SERIES", "HOLDERS OF NOTES OF THE RELEVANT
SERIES" and related expressions shall be construed accordingly;

"STOCK EXCHANGE" means the Luxembourg Stock Exchange, or any other or further
stock exchange(s) on which any Notes may from time to time be listed, and
references in these presents to the "RELEVANT STOCK EXCHANGE" shall, in relation
to any Notes, be references to the Stock Exchange on which such Notes are, from
time to time, or are intended to be, listed;

"SUBSIDIARY" has the meaning given to it in Condition 4;

"SUCCESSOR" means, in relation to the Issuing and Paying Agent, the other Paying
Agents, the Reference Banks and the Calculation Agent, any successor to any one
or more of them in relation to the Notes which shall become such pursuant to the
provisions of these presents and/or the Agency Agreement (as the case may be)
and/or such other or further Issuing and Paying Agent, Paying Agents, reference
banks or calculation agent (as the case may be) in relation to the Notes 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 the Guarantor, and (except in the case
of the initial appointments and specified offices made under and specified in
the Conditions and/or the Agency Agreement, as the case may be) notice of whose
appointment or, as the case may be, nomination has been given to the
Noteholders;


                                       7
<PAGE>

"TALONHOLDERS" means the several person who are for the time being holders of
the Talons;

"TALONS" means the talons (if any) appertaining to, and exchangeable in
accordance with the provisions therein contained for further Coupon appertaining
to, the Definitive Notes (other than the Zero Coupon Notes), such talons being
in the form substantially in the form set out in Part VI of the Second Schedule
or in such other form as may be agreed between the Issuer, the Issuing and
Paying Agent, the Trustee and the relevant Dealer(s) and includes any
replacements for Talons issued pursuant to Condition 12;

"TEMPORARY GLOBAL NOTE" means a temporary global note in the form or
substantially in the form set out in Part I of the Second Schedule with such
modifications (if any) as may be agreed between the Issuer, the Issuing and
Paying Agent, the Trustee and the relevant Dealer(s), together with the copy of
the applicable Pricing Supplement annexed thereto, comprising some or all of the
Notes of the same Series, issued by the Issuer pursuant to the Programme
Agreement or any other agreement between the Issuer and the relevant Dealer(s)
relating to the Programme, the Agency Agreement and these presents;

"THESE PRESENTS" means this Trust Deed and the Schedules and any trust deed
supplemental hereto and the Schedules (if any) thereto and the Notes, the
Receipts, the Coupons, the Talons, the Conditions and, unless the context
otherwise requires, the Pricing Supplements, all as from time to time modified
in accordance with the provisions herein or therein contained;

"TRANCHE" means all Notes which are identical in all respects (including as to
listing);

"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;

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.

1.2       (a)       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.

          (b)       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.

          (c)       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.


                                       8
<PAGE>

          (d)       All references in these presents to Euroclear and/or
                    Cedelbank shall, whenever the context so permits, be deemed
                    to include references to any additional or alternative
                    clearing system approved by the Trustee.

          (e)       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.

          (f)       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.

          (g)       All references in these presents involving compliance by the
                    Trustee with a test of reasonableness shall be deemed to
                    include a reference to a requirement that such
                    reasonableness shall be determined by reference primarily to
                    the interests of the holders of the Notes of the relevant
                    one or more Series as a class and in the event of any
                    conflict between such interests and the interests of any
                    other person, the former shall prevail as being paramount.

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

1.3       Words and expressions defined in these presents or the Agency
Agreement or used in the applicable Pricing Supplement shall have the same
meanings where used herein unless the context otherwise requires or unless
otherwise stated and provided that, in the event of inconsistency between the
Agency Agreement and these presents, these presents shall prevail and, in the
event of inconsistency between the Agency Agreement or these presents and the
applicable Pricing Supplement, the applicable Pricing Supplement shall prevail.

1.4       Subject to the provisions of Condition 7(i), all references in
these presents to the "RELEVANT CURRENCY" shall be construed as references to
the currency in which payments in respect of the Notes and/or Receipts and/or
Coupons of the relevant Series are to be made as indicated in the applicable
Pricing Supplement.

1.5       All references in these presents to "LISTING" and "LISTED" shall
include references to "QUOTATION" and "QUOTED" respectively.

2         AMOUNT AND ISSUE OF THE NOTES

2.1       AMOUNT OF THE NOTES, PRICING SUPPLEMENTS AND LEGAL OPINIONS  The
Notes will be issued in Series in an aggregate nominal amount from time to time
outstanding not exceeding the Programme Limit from time to time and for the
purpose of determining such aggregate nominal amount Clause 3.5 of the Programme
Agreement shall apply.

By not later than 3.00 pm (London time) on the second London Business Day
preceding each proposed Issue Date, the Issuer shall deliver or cause to be
delivered to the Trustee a copy of the applicable Pricing Supplement and drafts
of all legal opinions to be given in relation to the relevant issue and shall
notify the Trustee in writing without delay of the relevant issue date and the
nominal amount of the Notes to be issued. Upon the issue of the relevant Notes,
such Notes shall become constituted by these presents without further formality.


                                       9
<PAGE>

On such occasions as the Trustee so requests (on the basis that the Trustee
considers it necessary in view of a change (or proposed change) in applicable
law affecting the Issuer or the Guarantor, these presents, the Programme
Agreement or the Agency Agreement or the Trustee has other reasonable grounds),
the Issuer or, as the case may be, the Guarantor will procure that further legal
opinion(s) (relating, if applicable, to any such change or proposed change) in
such form and with such content as the Trustee may require from the legal
advisers specified in the Programme Agreement or such other legal advisers as
the Trustee may require is/are delivered to the Trustee. Whenever such a request
is made with respect to any Notes to be issued, the receipt of such opinion in a
form satisfactory to the Trustee shall be a further condition precedent to the
issue of those Notes.

2.2       COVENANT TO REPAY PRINCIPAL AND TO PAY INTEREST  The Issuer
covenants with the Trustee that it will, as and when the Notes of any Series or
any of them or any instalment of principal in respect thereof becomes due and is
to be redeemed in accordance with the Conditions, unconditionally pay or procure
to be paid to or to the order of the Trustee in the relevant currency in
immediately available funds the principal amount in respect of the Notes of such
Series or the amount of such instalment becoming due for redemption on that date
and (except in the case of Zero Coupon Notes) shall (subject to the provisions
of the Conditions) in the meantime and until redemption in full of the Notes of
such Series (both before and after any judgement or other order of a court of
competent jurisdiction) unconditionally pay or procure to be paid to or to the
order of the Trustee as aforesaid interest (which shall accrue from day to day)
on the nominal amount of the Notes outstanding of such Series at rates and/or in
amounts calculated from time to time in accordance with, or specified in, and on
the dates provided for in, the Conditions (subject to Clause 2.4) PROVIDED THAT:

(a)       every payment of principal or interest or other sum due in respect of
          the Notes made to or to the order of the Issuing and Paying Agent in
          the manner provided in the Agency Agreement shall be in satisfaction
          pro tanto of the relevant covenant by the Issuer in this Clause in
          relation to the Notes of such Series except to the extent that there
          is a default in the subsequent payment thereof in accordance with the
          Conditions to the Noteholders, Receiptholders or Couponholders (as the
          case may be);

(b)       in the case of any payment of principal which is not made to the
          Trustee or the Issuing and Paying Agent on or before the due date or
          which is so made on or after accelerated maturity following an Event
          of Default, interest shall (subject, where applicable, as provided in
          the Conditions) continue to accrue on the nominal amount of the Notes
          (except in the case of Zero Coupon Notes to which the provisions of
          Condition 5(d) shall apply) (both before and after any judgement or
          other order of a court of competent jurisdiction) at the rates
          aforesaid up to and including the date which the Trustee determines to
          be the date on and after which payment is to be made in respect
          thereof as stated in a notice given to the holders of such Notes (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 Issuing
          and Paying Agent); and

(c)       in any case where payment of the whole or any part of the principal
          amount of any Note is improperly withheld or refused upon due
          presentation thereof (other than in circumstances contemplated by (b)
          above) interest shall accrue on the nominal amount of such Note
          (except in the case of Zero Coupon Notes to which the provisions of
          Condition 5(d) shall apply) payment of which has been so withheld or
          refused (both before and after any judgement or other order of a court
          of competent jurisdiction) at the rates aforesaid from the date of


                                       10
<PAGE>

          such withholding or refusal until the date on which, upon further
          presentation of the relevant Note, payment of the full amount
          (including interest as aforesaid) in the relevant currency payable in
          respect of such Note is made or (if earlier) the seventh day after
          notice is given to the relevant Noteholder(s) (whether individually or
          in accordance with Condition 16) that the full amount (including
          interest as aforesaid) in the relevant currency in respect of such
          Note 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 Noteholders,
the Receiptholders and the Couponholders and itself in accordance with these
presents.

2.3       TRUSTEE'S REQUIREMENTS REGARDING PAYING AGENTS ETC: At any time
after an Event of Default or a Potential Event of Default shall have occurred
and for so long as it shall be continuing in the opinion of the Trustee or the
Notes of all or any Series 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 relevant Noteholders, Receiptholders and/or Couponholders, the Trustee
may:

(a)       by notice in writing to the Issuer, the Guarantor, the Issuing and
          Paying Agent and the other Paying Agents require the Issuing and
          Paying Agent and the other Paying Agents pursuant to the Agency
          Agreement:

          (i)       to act thereafter as Issuing and Paying Agent and other
                    Paying Agents respectively of the Trustee in relation to
                    payments to be made by or on behalf of the Trustee under the
                    terms 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 Issuing and Paying Agent and the other
                    Paying Agents shall be limited to the amounts for the time
                    being held by the Trustee on the trusts of these presents
                    relating to the Notes of the relevant Series and available
                    for such purpose) and thereafter to hold all Notes, Receipts
                    and Coupons and all sums, documents and records held by them
                    in respect of Notes, Receipts and Coupons on behalf of the
                    Trustee; or

          (ii)      to deliver up all Notes, Receipts and Coupons and all sums,
                    documents and records held by them in respect of Notes,
                    Receipts 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
                    Issuing and Paying Agent or relevant other Paying Agent is
                    obliged not to release by any law or regulation; and

(b)       by notice in writing to the Issuer and the Guarantor require each of
          them to make all subsequent payments in respect of the Notes, Receipts
          and Coupons to or to the order of the Trustee and not to the Issuing
          and Paying Agent and, with effect from the issue of any such notice to
          the Issuer and the Guarantor and until such notice is withdrawn,
          proviso (a) to Clause 2.2 relating to the Notes shall cease to have
          effect.

2.4       RATE OF INTEREST AFTER A DEFAULT: If the Notes bear interest at a
floating or other variable rate and they become immediately due and repayable
under Condition 10 the rate and/or amount of interest payable in respect of them
will be calculated by the Calculation Agent at the same intervals as if such
Notes had not become due and repayable, the first of which will commence on the
expiry of the Interest Period during which the Notes of the relevant Series


                                       11
<PAGE>

become so due and repayable mutatis mutandis in accordance with the provisions
of Condition 5 except that the rates of interest need not be published, unless
the Trustee requires publication.

2.5       CURRENCY OF PAYMENTS: All payments in respect of, under and in
connection with these presents and the Notes of any Series to the Noteholders,
Receiptholders and Couponholders shall be made in the relevant currency.

2.6       FURTHER NOTES: The Issuer shall be at liberty from time to time
(but subject always to the provisions of these presents) without the consent of
the Noteholders, Receiptholders or Couponholders to create and issue further
Notes ranking pari passu in all respects (or in all respects save for the date
from which interest thereon accrues and the amount of the first payment of
interest on such further Notes) and so that the same shall be consolidated and
form a single series with the outstanding Notes of a particular Series.

2.7       SEPARATE SERIES: The Notes of each Series shall form a separate
Series of Notes and accordingly, unless for any purpose the Trustee in its
absolute discretion shall otherwise determine, the provisions of this Clause and
of Clauses 3 to 24 (both inclusive), 26 and the Third Schedule shall apply
mutatis mutandis separately and independently to the Notes of each Series and in
such Clauses and Schedule the expressions "NOTES", "NOTEHOLDERS", "RECEIPTS",
"RECEIPTHOLDERS", "COUPONS", "COUPONHOLDERS", "TALONS" and "TALONHOLDERS" shall
be construed accordingly.

3         FORMS OF THE NOTES

3.1       GLOBAL NOTES:

(a)       The Notes of each Tranche will be represented on issue by either a
          single Temporary Global Note or a single Permanent Global Note. Each
          Temporary Global Note shall be exchangeable for either Definitive
          Notes together with, where applicable, Receipts and (except in the
          case of Zero Coupon Notes) Coupons and, where applicable, Talons
          attached, or a Permanent Global Note in each case in accordance with
          the provisions of such Temporary Global Note. Each Permanent Global
          Note shall be exchangeable for Definitive Notes together with, where
          applicable, Receipts and (except in the case of Zero Coupon Notes)
          Coupons and, where applicable, Talons attached, in accordance with the
          provisions of such Permanent Global Note. All Global Notes shall be
          prepared, completed and delivered to a common depository for Euroclear
          and Cedelbank in accordance with the provisions of the Programme
          Agreement or to another appropriate depository in accordance with any
          other agreement between the Issuer and the relevant Dealer(s) and, in
          each case, the Agency Agreement.

(b)       Each Temporary Global Note shall be printed or typed in the form or
          substantially in the form set out in Part I of the Second Schedule and
          may be a facsimile. Each Temporary Global Note shall have annexed
          thereto a copy of the applicable Pricing Supplement 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 Issuing and Paying Agent. Each Temporary Global Note so
          executed and authenticated shall be a binding and valid obligation of
          the Issuer and title thereto shall pass by delivery.

(c)       Each Permanent Global Note shall be printed or typed in the form or
          substantially in the form set out in Part II of the Second Schedule
          and may be a facsimile. Each Permanent Global Note shall have annexed
          thereto a copy of the applicable Pricing Supplement 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


                                       12
<PAGE>

          behalf of the Issuing and Paying Agent. Each Permanent Global Note so
          executed and authenticated shall be a binding and valid obligation of
          the Issuer and title thereto shall pass by delivery.

3.2      DEFINITIVE NOTES:

(a)       The Definitive Notes, the Receipts, the Coupons and the Talons shall
          be to bearer in the respective forms or substantially in the
          respective forms set out in Parts III, IV, V and VI, respectively in
          the Second Schedule. The Definitive Notes, the Receipts, the Coupons
          and the Talons shall be serially numbered and, if listed or quoted,
          shall be security printed in accordance with the requirements (if
          any), from time to time, of the relevant Stock Exchange and the
          relevant Conditions shall be incorporated by reference (where
          applicable to these presents) into such Definitive Notes if permitted
          by the relevant Stock Exchange (if any), or, if not so permitted, the
          Definitive Notes shall be endorsed with or have attached thereto the
          relevant conditions, and, in either such case, the Definitive Notes
          shall have endorsed thereon or attached thereto a copy of the
          applicable Pricing Supplement (or the relevant provisions thereof).
          Title to the Definitive Notes, the Receipts, the Coupons and the
          Talons shall pass by delivery.

(b)       The Definitive Notes 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 Issuing and Paying Agent. The
          Definitive Notes so executed and authenticated, and the Receipts, the
          Coupons and the Talons, upon execution and authentication of the
          relevant Definitive Notes, shall be binding and valid obligations of
          the Issuer. The Receipts, the Coupons and the Talons shall not be
          signed. No Definitive Note and none of the Receipts, Coupons or Talons
          appertaining to such Definitive Note shall be binding or valid until
          such Definitive Note shall have been executed and authenticated as
          aforesaid.

3.3       FACSIMILE SIGNATURES: The Issuer may use the facsimile signature
of any person who at the date such signature is affixed to a Note is duly
authorised by the Issuer notwithstanding that at the time of issue of any of the
Notes he may have ceased for any reason to be so authorised.

3.4       PERSONS TO BE TREATED AS NOTEHOLDERS: Except as ordered by a court
of competent jurisdiction or as required by law, the Issuer, the Guarantor, the
Trustee, the Issuing and Paying Agent and the other Paying Agents
(notwithstanding any notice to the contrary and whether or not it is overdue and
notwithstanding any notation of ownership or writing thereon or notice of any
previous loss or thereof) may (i) for the purpose of making payment thereon or
on account thereof deem and treat the bearer of any Global Note, Definitive
Note, Receipt or Coupon as the absolute owner thereof and of all rights
thereunder free from all encumbrances, and shall not be required to obtain proof
of such ownership or as to the identity of the bearer and (ii) for all other
purposes deem and treat:

(a)       the bearer of any Definitive Note, Receipt, Coupon or Talon; and

(b)       each person for the time being shown in the records of Euroclear or
          Cedelbank as having a particular nominal amount of Notes credited to
          his securities account,

as the absolute owner thereof and of all rights thereunder free from all
encumbrances and shall not be required to obtain proof of such ownership (other
than, in the case of any person for the time being so shown in such records, a
certificate or letter of confirmation signed on behalf of Euroclear or Cedelbank
or any other form of record made by any of them) or as to the identify of the
bearer of any Global Note, Definitive Note, Receipt, Coupon or Talon.


                                       13
<PAGE>

3.5       CERTIFICATES OF EUROCLEAR AND CEDELBANK: The Issuer, the Guarantor
and the Trustee may call for and, except in the case of manifest error, shall be
at liberty to accept and place full reliance on as sufficient evidence thereof a
certificate or letter of confirmation issued on behalf of Euroclear or Cedelbank
or any form of record made by either of them or such other form of evidence
and/or information and/or certification as it shall, in its absolute discretion,
think fit to the effect that at any particular time or throughout any particular
period any particular person is, was, or will be, shown in its records as the
holder of a particular nominal amount of Notes represented by a Global Note and,
if it does so rely, such letter of confirmation, form of record, evidence,
information or certification shall be conclusive and binding on all concerned.

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 Notes, the Receipts 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 Noteholder, Receiptholder or Couponholder to enforce, or to resolve
any doubt concerning these presents.

5         COVENANT OF COMPLIANCE

Each of the Issuer and the Guarantor 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. The Conditions shall be binding on the
Issuer, the Guarantor, the Noteholders, the Receiptholders and the
Couponholders. The Trustee shall be entitled to enforce the obligations of the
Issuer and the Guarantor under the Notes, the Receipts and the Coupons as if the
same were set out and contained in this Trust Deed, which shall be read and
construed as one document with the Notes, the Receipts and the Coupons. The
Trustee shall hold the benefit of this covenant upon trust for itself and the
Noteholders, the Receiptholders and the Couponholders according to its and their
respective interests.

6         CANCELLATION OF NOTES AND RECORDS

6.1       The Issuer shall procure that all Notes issued by it which are (i)
redeemed or (ii) purchased and surrendered for cancellation by or on behalf of
the Issuer, the Guarantor or any Subsidiary of the Issuer or the Guarantor or
(iii) which being mutilated or defaced, have been surrendered and replaced
pursuant to Condition 12 (together in each case with all unmatured Receipts and
Coupons attached thereto or delivered therewith) and all relative Receipts and
Coupons paid in accordance with the relevant Conditions or which, being
mutilated or defaced, have been surrendered or replaced pursuant to Condition 12
shall forthwith be cancelled by or on behalf of the Issuer and a certificate
stating:

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

(b)       the serial numbers of such Notes in definitive form and Receipts;

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

(d)       the aggregate amount of interest paid (and the due dates of such
          payments) on Global Notes;


                                       14
<PAGE>

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

(f)       the aggregate nominal amounts of Notes and Receipts and the aggregate
          amounts in respect of Coupons which have been so surrendered and
          replaced and the serial numbers of such Notes in definitive form and
          the total number where applicable, of each denomination) by maturity
          date of such Coupons and Talons;

(g)       the total number (where applicable, of each denomination) by maturity
          date of the unmatured Coupons missing from Definitive Notes bearing
          interest at a fixed rate which have been redeemed or surrendered and
          replaced and the serial numbers of the Definitive Notes 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 be). The Trustee may accept
such certificate as conclusive evidence of redemption, purchase or replacement
pro tanto of the Notes or payment of interest thereon or exchange of the
relative Talons respectively and of cancellation of the relative Notes and
Coupons.

6.2       The Issuer shall procure (i) that the Issuing and Paying Agent
shall keep a full and complete record of all Notes, Receipts, Coupons and Talons
issued by it (other than serial numbers of Receipts and Coupons) and of their
redemption, purchase by or on behalf of the Issuer, the Guarantor or any
Subsidiary of the Issuer or the Guarantor and of all replacement notes,
receipts, coupons or talons issued in substitution for lost, stolen, mutilated,
defaced or destroyed Notes, Receipts, Coupons or Talons (ii) that the Issuing
and 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

7.1       The Guarantor unconditionally and irrevocably guarantees that if
the Issuer does not pay any sum payable by it under this Trust Deed, the Notes,
the Receipts or the Coupons by the time and on the date specified for such
payment (whether on the normal due date, on acceleration or otherwise), the
Guarantor shall pay or procure to be paid that sum to or to the order of the
Trustee, in the manner provided in Clause 2.2 (or if in respect of sums due
under Clause 15 in pounds sterling in London in immediately available funds)
before close of business on that date in the city to which payment is so to be
made. Clauses 2.2(a), (b) and (c) shall apply (with consequential amendments as
necessary) to such payments other than those in respect of sums due under Clause
15. All payments under the Guarantee by the Guarantor shall be made subject to
Condition 8.


                                       15
<PAGE>

7.2       As between the Guarantor and the Trustee, the Noteholders and the
Couponholders but without affecting the Issuer's obligations, the Guarantor
shall be liable under this Clause as if it were the sole principal debtor and
not merely a surety. Accordingly, it shall not be discharged, nor shall its
liability be affected, by anything that would not discharge it or affect its
liability if it were the sole principal debtor (including (1) any time,
indulgence, waiver or consent at any time given to the Issuer or any other
person, (2) any amendment to any other provisions of this Trust Deed or to the
Conditions or to any security or other guarantee or indemnity, (3) the making or
absence of any demand on the Issuer or any other person for payment, (4) the
enforcement or absence of enforcement of this Trust Deed, the Notes, the
Receipts or the Coupons or of any security or other guarantee or indemnity, (5)
the taking, existence or release of any security, guarantee or indemnity, (6)
the dissolution, amalgamation, reconstruction or reorganisation of the Issuer or
any other person or (7) the illegality, invalidity or unenforceability of or any
defect in any provision of this Trust Deed, the Notes, the Receipts or the
Coupons or any of the Issuer's obligations under any of them).

7.3       The Guarantor's obligations under this Trust Deed are and shall
remain in full force and effect by way of continuing security until no sum
remains payable under this Trust Deed, the Notes, the Receipts or the Coupons.
Furthermore, those obligations of the Guarantor are 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 and may be
enforced without first having recourse to the Issuer, any other person, any
security or any other guarantee or indemnity. The Guarantor irrevocably waives
all notices and demands of any kind.

7.4       So long as any sum remains payable under this Trust Deed, the
Notes, the Receipts or the Coupons;

(a)       any right of the Guarantor, by reason of the performance of any of its
          obligations under this Clause, to be indemnified by the Issuer or to
          take the benefit of or to enforce any security or other guarantee or
          indemnity shall be exercised and enforced by the Guarantor only in
          such manner and on such written terms as the Trustee may require or
          approve; and

(b)       any amount received or recovered by the Guarantor (a) as a result of
          any exercise of any such right or (b) in the dissolution,
          amalgamation, reconstruction or reorganisation of the Issuer shall be
          held in trust for the Trustee and immediately paid to the Trustee and
          the Trustee shall hold it on the trusts set out in Clause 10.

7.5       Any amount received or recovered by the Trustee (otherwise than as
a result of a payment by the Issuer to the Trustee in accordance with Clause 2)
in respect of any sum payable by the Issuer under this Trust Deed, the Notes,
the Receipts or the Coupons may be placed in a suspense account and kept there
for so long as the Trustee thinks fit.

7.6       The Guarantor shall on demand indemnify the Trustee, each
Noteholder and each Couponholder against any cost, loss, expense or liability
sustained or incurred by it as a result of it being required for any reason
(including any bankruptcy, insolvency, winding-up, dissolution, or similar law
of any jurisdiction) to refund all or part of any amount received or recovered
by it in respect of any sum payable by the Issuer under this Trust Deed, any
Note or the Receipts or Coupons relating to that Note and shall in any event pay
to it on demand the amount as refunded by it.

7.7       If any moneys become payable by the Guarantor under this
Guarantee, the Issuer shall not (except in the event of the liquidation of the
Issuer) so long as any such moneys remain unpaid, pay any moneys for the time
being due from the Issuer to the Guarantor.


                                       16
<PAGE>

7.8       As separate, independent and alternative stipulations, the
Guarantor unconditionally and irrevocably agrees (1) that any sum that, although
expressed to be payable by the Issuer under this Trust Deed, the Notes or the
Receipts or 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 Noteholder or Couponholder) not recoverable from the Guarantor on the basis
of a guarantee shall nevertheless be recoverable from it as if it were the sole
principal debtor and shall be paid by it to the Trustee on demand and (2) as a
primary obligation to indemnify the Trustee, each Noteholder 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 Notes or the Receipts or
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
Notes, the Receipts 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 Noteholder or any Couponholder), the
amount of that loss being the amount expressed to be payable by the Issuer in
respect of the relevant sum.

7.9       The obligations of the Guarantor under these presents are direct,
unconditional, unsubordinated and (subject to the provisions of Condition 4)
unsecured obligations of the Guarantor and (subject as aforesaid) rank and will
rank equally with all other unsecured and unsubordinated obligations (subject as
aforesaid) and save for certain obligations required to be preferred by law
(other than subordinated obligations, if any) of the Guarantor, from time to
time outstanding.

8         NON-PAYMENT

8.1       References in provisos (b) and (c) to Clause 2.2 and the
provisions of any trust deed supplemental to this Trust Deed corresponding to
provisos (b) and (c) to Clause 2.2 to "THE RATES AFORESAID" shall, in the event
of the Notes having become immediately due and repayable, with effect from the
expiry of the interest period during which such Notes become due and repayable,
be construed as references to rates 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

9.1       The Trustee shall not be bound to take any proceedings mentioned
in Condition 14 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-fifth in aggregate amount of
the Notes 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.

9.2       Only the Trustee may enforce the provisions of these presents. No
Noteholder, Receiptholder 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 from the Issuer or, as
the case may be, the Guarantor (including any moneys which represent principal
or interest in respect of Notes, Receipts or Coupons which have become void


                                       17
<PAGE>

under Condition 9) shall be held by the Trustee upon trust to apply them
(subject to Clause 12):

          FIRSTLY, in or towards payment or satisfaction of all amounts then due
and unpaid under these presents, including, without limitation, Clauses 15
and/or 16.10, to the Trustee and/or any Appointee;

          SECONDLY, to the extent such moneys are attributable, in the opinion
of the Trustee, to a particular Series of Notes, in or towards payment pari
passu and rateably of all principal and interest then due and unpaid in respect
of the Notes of that Series;

          THIRDLY in or towards payment pari passu and rateably of all principal
and interest then due and unpaid in respect of the Notes of each other Series
issued by the Issuer; and

          FOURTHLY in payment of the balance (if any) to the Issuer (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 and any other person).

          Without prejudice to this Clause 10, if the Trustee holds any moneys
which represent principal or interest in respect of Notes issued by the Issuer
which have become void or in respect of which claims have been prescribed under
Condition 9, the Trustee will hold such moneys on the above trusts.

11        NOTICE OF PAYMENTS

The Trustee shall give notice to the Noteholders in accordance with Condition 16
of the day fixed for any payment to them under Clause 10. Such payment may be
made in accordance with Condition 7 and any payment so made shall be a good
discharge to the Trustee.

12        INVESTMENT BY TRUSTEE

12.1      If the amount of the moneys at any time available for the payment
of principal and interest in respect of the Notes issued by the Issuer under
Clause 10 shall be less than 10 per cent. of the nominal amount of the Notes
issued by the Issuer then outstanding the Trustee may at its discretion invest
such moneys in some or one of the investments authorised below. The Trustee at
its discretion may vary such investments and my 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 nominal amount of the Notes issued by the
Issuer then outstanding and then such accumulations and funds shall be applied
under Clause 10.

12.2      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, in
each case authorised by English law for the investment by the trustees of trust
moneys 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 that bank or
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 amount of
interest which would, at then current rates, be payable by it on such a deposit
to an independent customer. The Trustee may at any time vary any such
investments for or in to other investments authorised as referred to above 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,


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<PAGE>

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 Note, Receipt or Coupon) the Note, Receipt 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 dispense with such production
and enfacement upon such indemnity being given as it shall think sufficient.

14        COVENANTS BY THE ISSUER AND THE GUARANTOR

Each of the Issuer and the Guarantor covenants with the Trustee that, so long as
any of the Notes remains outstanding (or, in the case of paragraphs (g), (h),
(l), (m), (o) and (p), so long as any of such Notes or the relative Receipts or
Coupons remains liable to prescription or, in the case of sub-paragraph (k),
until the expiry of a period of 30 days after the Relevant Date) it shall:

(a)       give or procure to be given to the Trustee such opinions, certificates
          and information as its shall require and in such form as it shall
          require (including without limitation the procurement of all such
          certificates called for by the Trustee pursuant to Clause 16.3) for
          the purpose of the discharge or exercise of the duties, trusts,
          powers, authorities and discretions vested in it under these presents
          or by operation of law;

(b)       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 requirements
          for the time being of the relevant Stock Exchange in relation to the
          Notes;

(c)       at all times keep, and procure its Restricted Subsidiaries and its
          Principal Subsidiaries to keep, proper books of account and, at any
          time after an Event of Default or Potential Event of Default has
          occurred, so far as permitted by applicable law, allow the Trustee and
          any person appointed by the Trustee to whom the Issuer or, as the case
          may be, the Guarantor shall have no reasonable objection free access
          to such books of account at all reasonable times during normal
          business hours;

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

(e)       forthwith after becoming aware of the same, give notice in writing to
          the Trustee of the coming into existence of any Security Interest
          which would require any security to be given in respect of the Notes
          pursuant to Condition 4 or of the occurrence of any Event of Default
          or any Potential Event of Default;

(f)       give to the Trustee (i) within seven days after demand by the Trustee
          therefor and (ii) (without the necessity for any such demand) promptly
          after the publication of its audited accounts in respect of each
          financial year commencing with the financial year ending 31 March 2000


                                       19
<PAGE>

          and in any event not later than 180 days after the end of each such
          financial year, a certificate signed by two Directors or one Director
          and the company secretary of (A) the Issuer and (B) the Guarantor; and
          (C) (only within seven days after demand to the Issuer or Guarantor by
          the Trustee therefore) a Principal Subsidiary requested by the
          Trustee, to the effect that as at a date not more than seven days
          before delivering such certificate (the "RELEVANT CERTIFICATION DATE")
          there did not exist and had not existed since the relevant
          certification 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 to their knowledge, after reasonable
          enquiry (which, in the case of (A) and (B), for the avoidance of
          doubt, shall include reasonable enquiries of the Directors of each
          Principal Subsidiary), (or if such exists or existed specifying the
          same);

(g)       at all times execute and do all such further documents, acts and
          things as may be necessary at any time or times in the reasonable
          opinion of the Trustee to enable it to discharge its functions under,
          or giving effect to, these presents;

(h)       at all times to maintain an Issuing and Paying Agent, other Paying
          Agents and Reference Banks in accordance with the Conditions;

(i)       use all reasonable endeavours to procure the Issuing and 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 Notes issued by
          it or any of them or any of the relative Receipts or Coupons, receive
          unconditionally pursuant to the Agency Agreement payment of the full
          amount in the requisite currency of moneys payable on such due date on
          all such Notes, Receipts or Coupons as the case may be;

(j)       in the event of the unconditional payment to the Issuing and Paying
          Agent or the Trustee of any sum due in respect of the Notes or any of
          them or any of the relative Receipts or Coupons being made after the
          due date for payment thereof forthwith give or procure to be given
          notice to the Noteholders in accordance with Condition 16 that such
          payment has been made;

(k)       use all reasonable endeavours to maintain the quotation or listing on
          the relevant Stock Exchange of those of the Notes which are quoted or
          listed on the relevant Stock Exchange or, if it is unable to do so
          having used such endeavours, use all reasonable endeavours to obtain
          and maintain a quotation or listing of such Notes issued by it 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 such Notes
          issued by it 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;

(l)       give notice to the Noteholders in accordance with Condition 16 of any
          appointment, resignation or removal of any Issuing and Paying Agent,
          Calculation Agent, Reference Bank or other Paying Agent (other than
          the appointment of the initial Issuing and Paying Agent, Calculation
          Agent, Reference Banks and other Paying Agents) after having obtained
          the prior written approval of the Trustee thereto or any change of any
          Paying Agent's or Reference Bank's specified office and (except as
          provided by the Agency Agreement or the Conditions) at least 30 days
          prior to such event taking effect; PROVIDED ALWAYS THAT so long as any
          of the Notes remains liable to prescription in the case of the


                                       20
<PAGE>

          termination of the appointment of the Issuing and Paying Agent no such
          termination shall take effect until a new Issuing and Paying Agent has
          been appointed on terms previously approved in writing by the Trustee;

(m)       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 of any Notes issued by it in accordance with Condition 16
          (such approval, unless so expressed, not to constitute approval of any
          such notice for the purposes of Section 57 of the Financial Services
          Act 1986 of the United Kingdom if such notice is an investment
          advertisement (as therein defined));

(n)       if the Issuer or the Guarantor shall become subject generally to the
          taxing jurisdiction of any territory or any political sub-division or
          any authority therein or thereof having power to tax other than or in
          addition to the United Kingdom or any political sub-division or any
          authority therein or thereof having power to tax, immediately upon
          becoming 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 an undertaking
          or covenant in form and manner satisfactory to the Trustee in terms
          corresponding to the terms of Condition 8 with the substitution for
          (or, as the case may be, the addition to) the references therein to
          the United Kingdom or any political sub-division thereof or any
          authority therein or thereof having power to tax of references to that
          other or additional territory or any political sub-division thereof or
          any authority therein or thereof having power to tax to whose taxing
          jurisdiction the Issuer or the Guarantor shall have become subject
          generally as aforesaid such trust deed also (where applicable) to
          modify Condition 6(c) so that such Condition shall make reference to
          the other or additional territory, any political sub-division thereof
          and any authority therein or thereof having power to tax;

(o)       comply with and perform all its obligations under the Agency Agreement
          and use all reasonable endeavours to procure that the Issuing and
          Paying Agent and the other Paying Agents comply with and perform all
          their respective obligations thereunder and any notice given by the
          Trustee pursuant to Clause 2.3(a) and not make any amendment or
          modification to such Agreement without the prior written approval of
          the Trustee;

(p)       in order to enable the Trustee to ascertain the nominal amount of the
          Notes of each Series issued by the Issuer 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 as
          soon as practicable upon being so requested in writing by the Trustee
          a certificate in writing signed by two Directors or by one Director
          and the company secretary of the Issuer or by two Directors or one
          Director and the company secretary of the Guarantor, setting out the
          total number and aggregate nominal amount of the Notes of each Series
          issued which:

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

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

(q)       procure its Subsidiaries to comply with all applicable provisions of
          Condition 6(f);


                                       21
<PAGE>

(r)       use all reasonable endeavours to procure that each of the Paying
          Agents makes available for inspection by Noteholders, Receiptholders
          and Couponholders at its specified office copies of these presents,
          the Agency Agreement and the then latest audited balance sheet and
          profit and loss account (consolidated if applicable) of the Issuer and
          the Guarantor;

(s)       if, in accordance with the provisions of the Conditions, interest in
          respect of the Notes becomes payable at the specified office of any
          Paying Agent in the United States of America promptly give notice
          thereof to the relative Noteholders in accordance with Condition 16;

(t)       give written notice to the Trustee (i) of any designation of any of
          its Subsidiaries as an Excluded Subsidiary and (ii) forthwith upon any
          such Excluded Subsidiary ceasing to be an Excluded Subsidiary for the
          purposes of Condition 10;

(u)       give to the Trustee at the same time as sending to it the certificates
          referred to in paragraph (f) above, a certificate by the Auditors
          listing those Subsidiaries of the Issuer or, as the case may be, the
          Guarantor which as at the relevant certification date (as defined in
          paragraph (f) above) of the relevant certificate given under paragraph
          (f) above or, as the case may be, as at the last day of the most
          recently ended financial period of the Issuer or, as the case may be,
          the Guarantor, were Principal Subsidiaries for the purposes of
          Condition 10 and specifying Consolidated Net Tangible Assets of the
          Group for the purposes of Condition 4;

(v)       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 or after any transfer is made to any
          Subsidiary of the Issuer or, as the case may be, the Guarantor which
          thereby becomes a Material Subsidiary, a certificate by the Auditors
          to such effect;

(w)       so long as any Relevant Licence is subsisting, to, and procure that
          its Relevant Subsidiaries, use its reasonable endeavours to maintain
          in full force and effect and promptly renew from time to time where
          necessary in the opinion of the Issuer, each Relevant Licence and to
          comply at all times with the terms of each Relevant Licence;

(x)       give prior written notice to the Trustee of any proposed redemption
          pursuant to Condition 6(b) or 6(c) and, if it shall have given notice
          to the Noteholders of its intention to redeem any Notes pursuant to
          Condition 6(d), duly proceed to make drawings (if appropriate) and to
          redeem Notes accordingly; and

(y)       promptly provide the Trustees with copies of all supplements and/or
          amendments and/or restatements of the Programme Agreement.

15        REMUNERATION AND INDEMNIFICATION OF TRUSTEE

15.1      The Issuer shall pay to the Trustee remuneration for its services
as trustee of these presents such amounts as shall be agreed from time to time
by exchange of letters between the Issuer and the Trustee. Such remuneration
shall accrue from day to day and be payable (in priority to payments to
Noteholders, Receiptholders and Couponholders) up to and including the date
when, all the Notes having become due for redemption, the redemption moneys and
interest thereon to the date of redemption have been paid to the Issuing and
Paying Agent or the Trustee PROVIDED THAT if upon due presentation of any Note,
Receipt or Coupon or any cheque payment of the moneys due in respect thereof is


                                       22
<PAGE>

improperly withheld or refused, remuneration will commence again to accrue until
payment to such Noteholder, Receiptholder or Couponholder is duly made.

15.2      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 to undertake duties which the Trustee and the
Issuer 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.

15.3      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.

15.4      In the event of the Trustee and the Issuer failing to agree:

(a)       (in a case to which Clause 15.1 above applies) upon the amount of the
          remuneration; or

(b)       (in a case to which Clause 15.2 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 or investment bank (acting as an expert and not as an
          arbitrator) selected by the Trustee and approved by the Issuer or,
          failing 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 or investment bank being paid by the Issuer) and the
          determination of any such merchant or investment bank shall be final
          and binding upon the Trustee and the Issuer.

15.5      The Issuer shall, on written request, also pay or discharge all
Liabilities properly 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 by or on behalf of the Trustee for enforcing, or resolving any
doubt concerning, or for any other purpose in relation to, these presents.

15.6      All amounts payable pursuant to Clause 15.5 above and/or Clause
16.10 shall be payable by the Issuer on the date specified in 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 three days after such demand and the Trustee so
requires) carry interest at the rate of two 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 on the date specified
in such demand or, if later, within three 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.

15.7      Unless otherwise specifically stated in any discharge of these
presents the provisions of this Clause, Clause 16.10 and Clause 24 shall
continue in full force and effect notwithstanding such discharge.

15.8      The Trustee shall be entitled in its absolute discretion to
determine in respect of which Series of Notes any Liabilities incurred under
these presents have been incurred or to allocate any such Liabilities between
the Notes of any Series.


                                       23
<PAGE>

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:

16.1      The Trustee may in relation to these presents act on the advice
or opinion of 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. The Trustee may rely without liability to
Noteholders, Receiptholders or Couponholders on any certificate or report
prepared by the Auditors pursuant to the Conditions and/or the Trust Deed
whether or not addressed to the Trustee.

16.2      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 in good faith 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.

16.3      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 two Directors or one Director and the company
secretary of the Issuer or by two Directors or one Director and the company
secretary of the Guarantor or by two Directors or one Director and the company
secretary of the relevant Principal Subsidiary in respect of Clause 14(f) 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.

16.4      The Trustee shall be at liberty to hold these presents and any
other documents relating thereto or to deposit them 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 holding or deposit and may pay all sums required to be
paid on account of or in respect of any such deposit.

16.5      The Trustee shall not be responsible for the receipt or
application of the proceeds of the issue of any of the Notes by the Issuer, the
exchange of any Global Note for another Global Note or Definitive Notes or the
delivery of any Global Note or Definitive Notes to the person(s) entitled to it
or them.

16.6      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 or any Potential Event
of Default 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 or Potential Event of Default has occurred
and the Issuer and the Guarantor are observing and performing all its/their
obligations under these presents.

16.7      Save as expressly otherwise provided in these presents, the
Trustee shall have absolute and uncontrolled discretion as to the exercise or
non-exercise of its trusts, powers, authorities and discretions under these
presents (the exercise or non-exercise of which as between the Trustee and the
Noteholders, the Receiptholders and the Couponholders shall be conclusive and


                                       24
<PAGE>

binding on the Noteholders, the Receiptholders and the Couponholders) and shall
not be responsible for any Liability which may result from their exercise or
non-exercise.

16.8      The Trustee shall not be liable to any person by reason of having
acted upon any Extraordinary Resolution in writing or any Extraordinary
Resolution or other resolution purporting to have been passed at any meeting of
the holders of Notes 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, (in the case of an Extraordinary Resolution in writing) that not all
such holders had signed the Extraordinary Resolution or that for any reason the
resolution was not valid or binding upon such holders and the relative
Receiptholders and Couponholders.

16.9      The Trustee shall not be liable to any person by reason of having
accepted as valid or not having rejected any Note, Receipt or Coupon purporting
to be such and subsequently found to be forged or not authentic.

16.10     Without prejudice to the right of indemnity by law given to
trustees, the Issuer and the Guarantor shall 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 or his trusts, authorities,
powers, duties 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.

16.11     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.

16.12     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 Noteholder,
Receiptholder or Couponholder any information (including, without limitation,
information of a confidential, financial or price sensitive nature) made
available to the Trustee by the Issuer, the Guarantor or any other person in
connection with these presents and no Couponholder, Receiptholder or
Couponholder shall be entitled to take any action to obtain from the Trustee any
such information.

16.13     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 and any rate, method and date so agreed shall be
binding on the Issuer, the Guarantor, the Noteholders, the Receiptholders and
the Couponholders.

16.14     The Trustee as between itself and the Noteholders, the
Receiptholders and the 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 Noteholders, the Receiptholders and the Couponholders.

16.15     In connection with the exercise by it of any of its trusts,
powers, authorities, duties or discretions under these presents (including,
without limitation, any modification, waiver, authorisation or determination),
the Trustee shall have regard to the general interests of the Noteholders as a
class but shall not have regard to any interests arising from circumstances


                                       25
<PAGE>

particular to individual Noteholders, Receiptholders or Couponholders (whatever
their number) and, in particular but without limitation, shall not have regard
to the consequences of such exercise for individual Noteholders, Receiptholders
or Couponholders (whatever their number) 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 Noteholder,
Receiptholder 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 Noteholders,
the Receiptholders or Couponholders except to the extent already provided for in
Condition 8 and/or any undertaking given in addition thereto or in substitution
therefor under these presents.

16.16     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 and proper 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.

16.17     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, duties 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 Noteholders think fit. Provided that the Trustee shall have exercised
reasonable care in the selection of any such delegate 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.

16.18     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, all acts required to be
done in connection with these presents (including the receipt and payment of
money). Provided that the Trustee shall have exercised reasonable care in the
selection of any such agent 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.

16.19     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 or expressed to be supplemental 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 or expressed to be supplemental thereto.

16.20     The Trustee may call for any certificate or other document to be
issued by Euroclear or Cedelbank as to the nominal amount of Notes represented
by a Global Note standing to the account of any person. Any such certificate or
other document shall be conclusive and binding for all purposes. The Trustee
shall not be liable to any person by reason of having accepted as valid or not


                                       26
<PAGE>

having rejected any certificate or other document to such effect purporting to
be issued by Euroclear or Cedelbank and subsequently found to be forged or not
authentic.

16.21     The Trustee shall not be responsible to any person for failing
to request, require or receive any legal opinion relating to the Notes of any
Series or for checking or commenting upon the content of any such legal opinion.

16.22     The Trustee shall not be concerned, and need not enquire, as to
whether or not any Notes are issued in breach of the Programme Limit.

17        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 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 or holding company, Subsidiary
or associated company 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:

(a)       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 contract, 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 or financial advice to, or the
          purchase, placing or underwriting of or the subscribing or procuring
          subscriptions for or otherwise acquiring, holding or dealing with, or
          acting as paying agent in respect of, the Notes or any other notes,
          bonds, stocks, shares, debenture stock, debentures or other securities
          of, the Issuer or the Guarantor or any person or body corporate
          associated as aforesaid);

(b)       accepting or holding the trusteeship of any 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 Issuer or the Guarantor or any such
          person or body corporate so associated; or

(c)       exercising and enforcing its rights, complying with its obligations
          and performing its duties under or in relation to any such contract,
          transaction or arrangement as is referred to in (a) above or, as the
          case may be, any such trusteeship or office of profit as is referred
          to in (b) above without regard to the interests of the Noteholders and
          notwithstanding that the same may be contrary or prejudicial to the
          interests of the Noteholders and shall not be responsible for any
          Liability occasioned to the Noteholders thereby 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
          amount or benefit received thereby or in connection therewith.

Where any holding company, Subsidiary or associated company of the Trustee or
any director or officer of the Trustee acting other than in his capacity as such
a director or officer has any information, the Trustee shall not thereby deemed


                                       27
<PAGE>

also to have knowledge of such information and, unless it shall have actual
knowledge of such information, shall not be responsible for any loss suffered by
Noteholders resulting from the Trustee's failing to take such information into
account in acting or refraining from acting under or in relation to these
presents.

19        WAIVER, AUTHORISATION AND DETERMINATION

The Trustee may without the consent or sanction of the Noteholders, the
Receiptholders or the Couponholders and 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 Noteholders shall not be materially prejudiced 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 direction given by Extraordinary Resolution or by a request under
Condition 10 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
Noteholders, the Receiptholders and Couponholders and, if, but only if, the
Trustee shall require, shall be notified by the Issuer to the Noteholders in
accordance with Condition 16 as soon as practicable thereafter.

20        MODIFICATION

The Trustee may without the consent or sanction of the Noteholders, the
Receiptholders or the 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 paragraph 5 of the Third Schedule or any
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
Noteholders 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 or to comply with mandatory provisions of law. 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 Noteholders, the Receiptholders and the
Couponholders and, unless the Trustee agrees otherwise, shall be notified by the
Issuer to the Noteholders in accordance with Condition 16 as soon as practicable
thereafter.

21        BREACH

Any breach of or failure to comply with any such terms and conditions as are
referred to in Clauses 19 and 20 shall constitute a default by the Issuer or, as
the case may be, the Guarantor in the performance or observance of a covenant or
provision binding on it under or pursuant to these presents.

22        HOLDER OF DEFINITIVE NOTE ASSUMED TO BE RECEIPTHOLDER AND
          COUPONHOLDER

Wherever in these presents the Trustee is required or entitled to exercise a
power, trust, authority, duty 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


                                       28
<PAGE>

contrary, assume that each Noteholder is the holder of all Receipts and Coupons
appertaining to each Definitive Note of which he is the holder.

23        NO NOTICE TO RECEIPTHOLDERS OR COUPONHOLDERS

Neither the Trustee nor the Issuer shall be required to give any notice to the
Receiptholders or Couponholders for any purpose under these presents and the
Receiptholders or Couponholders shall be deemed for all purposes to have notice
of the contents of any notice given to the Noteholders in accordance with
Condition 16.

24        CURRENCY INDEMNITY

24.1      The Issuer and the Guarantor shall severally indemnify the
Trustee, every Appointee, the Noteholders, the Receiptholders 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
          Noteholders and the relative Receiptholders 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, as the case may be, 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.

24.2      The above indemnities shall constitute obligations of the Issuer
or, as the case may be, the Guarantor separate and independent from its other
obligations under the other provisions of these presents and shall apply
irrespective of any indulgence granted by the Trustee or the Noteholders, the
Receiptholders 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, as the case may
be, 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 Noteholders, the Receiptholders
and the Couponholders and no proof or evidence of any actual loss shall be
required by the Issuer or, as the case may be, the Guarantor or its liquidator
or liquidators.

25        NEW TRUSTEE

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


                                       29
<PAGE>

shall as soon as practicable thereafter be notified by the Issuer to the Issuing
and Paying Agent and, in accordance with Condition 16, the Noteholders.

26        SEPARATE AND CO-TRUSTEES

26.1      Notwithstanding the provisions of Clause 25 above, the Trustee
may, upon giving prior written notice to each Issuer and the Guarantor (but
without the consent of the Issuer, the Guarantor or the Noteholders,
Receiptholders or 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:

(a)       if the Trustee considers such appointment to be in the interests of
          the Noteholders;

(b)       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

(c)       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 or, as
          the case may be, the Guarantor.

26.2      The Issuer 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.

27        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 without giving any reason and without
being responsible for any Liabilities incurred by reason of such retirement. The
Noteholders may be Extraordinary Resolution remove any trustee or trustees for
the time being of these presents. The Issuer undertakes 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 all
reasonable 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.

28        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 Notes, Receipts or Coupons.

29        SUBSTITUTION

29.1      (a)  The Trustee may at any time agree with the Issuer and the
               Guarantor


                                       30
<PAGE>

               (i)  without the consent of the Noteholders, Receiptholders and
                    Couponholders to the substitution in place of the Issuer (or
                    of the previous substitute under this Clause) as the
                    principal debtor under these presents, or

               (ii) with the consent of the Noteholders, to the substitution in
                    place of the Guarantor (or of the previous substitute under
                    this Clause) as the principal obligor under the Guarantee of
                    any Company

               (such substituted company being, in each case, hereinafter called
               the "NEW COMPANY") and provided further 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) or, as the case may be,
               the Guarantor (or of the previous substitute under the Clause)
               (and for the avoidance of doubt, where the New Company has been
               substituted in place of the Issuer, that the Guarantor execute a
               new or supplementary trust deed so that references to the
               "Issuer" in Section 7 hereof are to the New Company).

          (b)  The following further conditions shall apply to (a) 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 Noteholders;

               (ii) each rating agency which, at the request of the Issuer,
                    shall have assigned a credit rating to the Notes shall have
                    confirmed in writing to the Trustee that the substitution by
                    itself and the circumstances pertaining to the substitution
                    will not result in a downgrading of the then current credit
                    rating assigned to the Notes by such rating agency;

               (iii) where the New Company is incorporated, domiciled or
                    resident in, or subject generally to the taxing jurisdiction
                    of, a territory other than or in addition to the United
                    Kingdom or any political sub-division or any authority
                    therein or thereof having power to tax, undertakings or
                    covenants shall be given by the New Company in terms
                    corresponding to the provisions of Condition 8 with the
                    substitution for (or, as the case may be, the addition to)
                    the references to the United Kingdom of references to that
                    other or additional territory in which the New Company is
                    incorporated, domiciled or resident or to whose taxing
                    jurisdiction it is subject and (where applicable) Condition
                    6(c) shall be modified accordingly;

               (iv) (in the case of the substitution of the Issuer only) without
                    prejudice to the rights of reliance of the Trustee under the
                    immediately following paragraph (v), the Trustee is
                    satisfied that the relevant transaction is not materially
                    prejudicial to the interests of the Noteholders; and

               (v)  (in the case of the substitution of the Issuer only) 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


                                       31
<PAGE>

                    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.

29.2      Any such trust deed or undertaking shall, if so expressed,
operate to release the Issuer or, as the case may be the Guarantor, or the
previous substitute as aforesaid from all of its obligations quaas principal
debtor under these presents. Not later than 14 days after the execution of such
documents and compliance with such requirements, the New Company shall give
notice thereof in a form previously approved by the Trustee to the Noteholders
in the manner provided in Condition 16. 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, as the case
may be the Guarantor, (or in place of the previous substitute under this Clause)
under these presents and these presents shall be deemed to be modified in such
manner as shall be necessary to give effect to the above provisions and, without
limitation, references in these presents to the Issuer or, as the case may be
the Guarantor, shall, unless the context otherwise requires, be deemed to be or
include references to the New Company.

30        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) or facsimile transmission or by delivering it by hand as
follows:

to the Issuer:             TXU Eastern Funding Company
                           Wherstead Park
                           PO Box 40
                           Wherstead
                           Ipswich
                           Suffolk IP9 2AQ

                           (Attention:  Group Treasurer
                           Facsimilie No: (44-1473)-555035)

to the Guarantor:          TXU Europe Limited
                           Wherstead Park
                           PO Box 40
                           Wherstead
                           Ipswich
                           Suffolk IP9 2AQ

                           (Attention:  Group Treasurer
                           Facsimilie No: (44-1473)-555035)

to the Trustee:            Princes House
                           95 Gresham Street
                           London
                           EC2V    7LY


                                       32
<PAGE>

                           (Attention: the Manager - Trust Management)
                           Facsimile No. (44-171) - 696 5261

or to such other address 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 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 facsimile transmission (i) if the time of despatch thereof is outside
normal business hours of the recipient, such notice shall be deemed to have been
given, made or served 24 hours after the time of the commencement of normal
business hours of the recipient next following the time of despatch of the
notice and (ii) 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 facsimile transmission.

31        GOVERNING LAW

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

32        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 stated on page 1.


                                       33
<PAGE>

                               THE FIRST SCHEDULE

                        TERMS AND CONDITIONS OF THE NOTES

The following is the text of the terms and conditions that, subject to
completion and amendment and as supplemented or varied in accordance with the
provisions of the relevant Pricing Supplement, shall be applicable to the Notes
in definitive form (if any) issued in exchange for the Global Note(s)
representing each Series. Either (i) the full text of the relevant provisions of
these terms and conditions together with the relevant provisions of the Pricing
Supplement or (ii) these terms and conditions as so completed, amended,
supplemented or varied (and subject to simplification by the deletion of
non-applicable provisions), shall be endorsed on such Notes. Words and
expressions defined in the Trust Deed or the Agency Agreement or used in the
applicable Pricing Supplement shall have the same meanings where used in these
Conditions unless the context otherwise requires or unless otherwise stated
provided that, in the event of inconsistency between the Agency Agreement and
the Trust Deed, the Trust Deed will prevail and, in the event of inconsistency
between the Agency Agreement or the Trust Deed and the applicable Pricing
Supplement, the applicable Pricing Supplement will prevail. Those definitions
will be endorsed on the definitive Notes. References in the Conditions to
"Notes" are to the Notes of one Series only, not to all Notes that may be issued
under the Programme.

This Note is one of a Series of Notes issued by TXU Eastern Funding Company (the
"Issuer") constituted by a Trust Deed (as amended or supplemented as at the date
of issue of the Notes (the "Issue Date"), the "Trust Deed") dated 15 December
1999 between the Issuer, TXU Europe Limited (the "Guarantor") and The Law
Debenture Trust Corporation p.l.c. (the "Trustee", which expression shall
include all persons for the time being the trustee or trustees under the Trust
Deed) as trustee for the Noteholders (as defined below). These terms and
conditions (the "Conditions") include summaries of, and are subject to, the
detailed provisions of the Trust Deed, which includes the form of the Notes,
Receipts, Coupons and Talons referred to below. An Agency Agreement (as amended
or supplemented as at the Issue Date, the "Agency Agreement") dated 15 December
1999 has been entered into in relation to the Notes between the Issuer, the
Guarantor, the Trustee, Citibank, N.A. as initial issuing and paying agent and
the other agents named in it. The issuing and paying agent, the paying agents
and the calculation agent(s) for the time being (if any) are referred to below
respectively as the "Issuing and Paying Agent", the "Paying Agents" (which
expression shall include the Issuing and Paying Agent) and the "Calculation
Agent(s)". Copies of the relevant Pricing Supplement, Trust Deed and the Agency
Agreement are available for inspection during usual business hours at the
registered office of the Trustee (presently at Princes House, 95 Gresham Street,
London EC2V 7LY) and at the specified offices of the Paying Agents.

The Noteholders, the holders of the interest coupons (the "Coupons")
appertaining to interest bearing Notes and, where applicable in the case of such
Notes, talons for further Coupons (the "Talons") (the "Couponholders") and the
holders of the receipts for the payment of instalments of principal (the
"Receipts") (the "Receiptholders") relating to Notes of which the principal is
payable in instalments are entitled to the benefit of, are bound by, and are
deemed to have notice of, all the provisions of the Trust Deed and the relevant
Pricing Supplement and are deemed to have notice of those provisions applicable
to them of the Agency Agreement.

1.        FORM, DENOMINATION AND TITLE

The Notes are issued in bearer form in the Denomination(s) shown thereon.


                                       34
<PAGE>

The Notes are serially numbered and are issued with Coupons (and, where
appropriate, a Talon) attached, save in the case of Notes that do not bear
interest in which case references to interest (other than in relation to
interest due after the Maturity Date), Coupons and Talons in these Conditions
are not applicable. Any Note the principal amount of which is redeemable in
instalments is issued with one or more Receipts attached.

Title to the Notes and the Receipts, Coupons and Talons shall pass by delivery.
Except as ordered by a court of competent jurisdiction or as required by law,
the holder (as defined below) of any Note, Receipt, Coupon or Talon shall be
deemed to be and may be treated as its absolute owner for all purposes whether
or not it is overdue and regardless of any notice of ownership, trust or an
interest in it, any writing on it or its theft or loss and no person shall be
liable for so treating the holder.

In these Conditions, "Noteholder" means the bearer of any Note and the Receipts
relating to it, "holder" (in relation to a Note, Receipt, Coupon or Talon) means
the bearer of any Note, Receipt, Coupon or Talon (as the case may be) and
capitalised terms have the meanings given to them herein or in the relevant
Pricing Supplement.

References in these Conditions to terms specified on a Note shall be deemed to
include references to terms specified in the applicable Pricing Supplement
issued in respect of a Tranche which includes such Note (each a "Pricing
Supplement"). Capitalised terms used in these Conditions in respect of a Note,
and not specifically defined in these Conditions, have the meaning given to them
in the applicable Pricing Supplement issued in respect of a Tranche which
includes such Note. Additional provisions relating to the Notes may be contained
in the Pricing Supplement or specified on the Note and will take effect as if
originally specified in these Conditions.

2.        GUARANTEE

The Guarantor has unconditionally and irrevocably guaranteed the due and
punctual payment of all sums expressed to be payable from time to time by the
Issuer under the Trust Deed, the Notes issued by it, and the relative Receipts
and Coupons. Its obligations in that respect (the "Guarantee") are contained in
the Trust Deed.

3.        STATUS

The Notes and the Receipts and Coupons constitute (subject to Condition 4)
direct, unconditional, unsubordinated and unsecured obligations of the Issuer
and shall at all times rank pari passu and without any preference among
themselves. The payment obligations of the Issuer under the Notes and the
Receipts and Coupons and of the Guarantor under the Guarantee shall, save for
such exceptions as may be provided by applicable legislation and subject to
Condition 4, at all times rank at least equally with all other direct,
unconditional, unsubordinated and unsecured indebtedness and monetary
obligations of the Issuer and the Guarantor respectively, present and future.

4.        NEGATIVE PLEDGE

(a)       So long as any of the Notes remains outstanding (as defined in the
          Trust Deed) neither the Issuer nor the Guarantor will, nor will the
          Issuer or the Guarantor permit any Restricted Subsidiary to create,
          incur, guarantee or assume any Debt secured by a Security Interest on
          any Principal Property or on any shares of stock or indebtedness of
          any Restricted Subsidiary, without effectively providing concurrently
          with the creation, incurrence, guarantee or assumption of such Debt
          that the Notes and the Guarantee will be secured equally and rateably


                                       35
<PAGE>

          with (or prior to) such Debt, so long as such Debt will be so secured,
          except that this restriction will not apply to:

          (i)  Security Interests on property, shares of stock or indebtedness
               of any corporation, other limited liability entity or partnership
               (a "corporation") existing at the time such corporation becomes a
               Subsidiary of, as the case may be, the Issuer, the Guarantor or
               any Restricted Subsidiary, provided that any such Security
               Interest was not created in contemplation of such Subsidiary
               becoming such a Subsidiary;

          (ii) Security Interests on property or shares of stock existing at the
               time of acquisition thereof or to secure the payment of all or
               any part of the purchase price thereof or all or part of the cost
               of the improvement, construction, alteration or repair of any
               building, equipment or facilities or of any other improvements on
               all or any part of such property or to secure any Debt incurred
               prior to, at the time of, or within twelve months after, in the
               case of shares of stock, the acquisition of such shares and, in
               the case of property, the later of the acquisition, the
               completion of construction (including any improvements,
               alterations or repairs on an existing property) or the
               commencement of commercial operation of such property, which Debt
               is incurred for the purpose of financing all or any part of the
               purchase price thereof or all or part of the cost of improvement,
               construction, alteration or repair thereon;

          (iii) Security Interests existing on 15 December 1999;

          (iv) Security Interests on property owned or held by any corporation
               or on shares of stock, other equity interests or indebtedness of
               any corporation, in either case existing at the time such
               corporation is merged into or consolidated or amalgamated with
               either the Issuer, the Guarantor or a Subsidiary of either of
               them or at the time of a sale, lease or other disposition of
               property of a corporation or a sale or other disposition of stock
               of a corporation as an entirety or substantially as an entirety
               to the Issuer, the Guarantor or a Subsidiary of either of them;

          (v)  Security Interests arising by operation of law (other than by
               reason of default);

          (vi) Security Interests to secure Debt incurred in the ordinary course
               of business and maturing not more than 12 months from the date
               incurred;

          (vii) Security Interests to secure indebtedness for borrowed money
               incurred in connection with a specifically identifiable project
               where the Security Interest relates to a Principal Property with
               respect to which such project has been undertaken (including
               Principal Property consisting of the shares of capital stock of
               Subsidiaries the business of which is undertaking such project)
               and recourse of the creditors in respect of such Security
               Interest is substantially limited to such project and Principal
               Property;

          (viii) Security Interests arising under any options, futures, swaps,
               short sale contracts or similar or related instruments which
               relate to the purchase or sale of securities, commodities or
               currencies;

          (ix) Security Interests for any tax, assessment or other governmental
               charge or levy not yet delinquent or which are being contested in
               good faith by appropriate proceedings diligently conducted, if


                                       36
<PAGE>

               such reserve or other appropriate provision, if any, as shall be
               required by generally accepted accounting principles in the
               United Kingdom, shall have been made therefor;

          (x)  any Security Interests arising over accounts with banks and
               financial institutions as a result of netting and set-off
               arrangements existing with those banks and financial institutions
               which have extended cash management facilities to the Guarantor
               or any of its Subsidiaries;

          (xi) any Security Interests incurred or deposits made in the ordinary
               course of business, including, but not limited to (A) any
               mechanic's, materialman's, carrier's, workmen's, vendor's or
               other like liens, (B) any liens securing amounts in connection
               with worker's compensation, unemployment insurance or other types
               of such security and (C) any easements, rights-of-way,
               restrictions and other similar charges which do not materially
               impair the use of the affected property for the purposes for
               which it is held by the Guarantor or any of its Subsidiaries;

          (xii) any Security Interests in favour of the Issuer or the Guarantor
               from any of their Subsidiaries; and

          (xiii) any extension, renewal or replacement (or successive
               extensions, renewals or replacements), as a whole or in part, of
               any Security Interests referred to in paragraphs (i) to (xiii),
               inclusive, above or of any Debt secured thereby; provided that
               the principal amount of Debt secured thereby shall not exceed the
               principal amount of Debt so secured at the time of such
               extension, renewal or replacement (plus any related fees and
               expenses), and that such extension, renewal or replacement
               Security Interest shall be limited to all or any part of the same
               property or shares of stock that secured the Security Interest
               extended, renewed or replaced (plus improvements on such
               property), or property received or shares of stock issued in
               substitution or exchange therefor.

          Notwithstanding the foregoing, the Issuer and the Guarantor may
          create, incur, guarantee or assume Debt secured by a Security Interest
          which would otherwise be subject to the foregoing restriction in an
          aggregate amount which, together with all other such Debt of the
          Issuer and the Guarantor and its Attributable Debt in respect of Sale
          and Leaseback Transactions does not at the time exceed 10 per cent. of
          Consolidated Net Tangible Assets. There shall be excluded from this
          calculation Attributable Debt in respect of Sale and Leaseback
          Transactions (as defined in Condition 4(b) below) permitted because
          the Issuer or, as the case may be, the Guarantor would be entitled to
          create, incur, guarantee or assume such Debt secured by a Security
          Interest on the property to be leased without equally and rateably
          securing the Notes pursuant to this Condition 4(a) and other than Sale
          and Leaseback Transactions the proceeds of which have been applied as
          provided in Condition 4(b)(iii).

(b)       So long as any of the Notes remains outstanding (as defined in the
          Trust Deed), the Issuer and the Guarantor will not, and will not
          permit any Restricted Subsidiary to, enter into any arrangement with
          any person (not including any Subsidiary of it) providing for the
          leasing by the Issuer, Guarantor or Restricted Subsidiary for a
          period, including renewals, in excess of three years, of any Principal
          Property which has been owned by the Issuer, Guarantor or Restricted
          Subsidiary, as the case may be, for more than 270 days and which has
          been or is to be sold or transferred by the Issuer, Guarantor or
          Restricted Subsidiary, as the case may be, to such person (a "Sale and
          Leaseback Transaction") unless, after giving effect thereto, the


                                       37
<PAGE>

          aggregate of all Attributable Debt with respect to all such Sale and
          Leaseback Transactions plus all Debt incurred, issued, assumed or
          guaranteed and secured by a Security Interest (with the exception of
          Debt secured by a Security Interest on property that the Issuer, the
          Guarantor and any Restricted Subsidiary would be entitled to create,
          incur, issue, guarantee or assume without equally and rateably
          securing the Notes pursuant to Condition 4(a)) does not exceed 10 per
          cent. of Consolidated Net Tangible Assets. This restriction shall not
          apply to any Sale and Leaseback Transaction if:

          (i)  the Issuer, Guarantor or Restricted Subsidiary would be entitled
               to create, incur, issue, guarantee or assume Debt secured by a
               Security Interest on the Principal Property to be leased (in an
               amount at least equal to the Attributable Debt with respect to
               such Sale and Leaseback Transaction) without equally and rateably
               securing the Security Interest pursuant to Condition 4(a);

          (ii) within a period commencing twelve months prior to the receipt of
               Net Proceeds (as defined below) of the Sale and Leaseback
               Transaction and ending twelve months after the receipt of such
               Net Proceeds, the Issuer, the Guarantor or any Restricted
               Subsidiary has expended or will expend for purchase,
               construction, repair, alteration of or addition to any Principal
               Property (including capital improvements thereon) an amount equal
               to (a) the greater of (x) the net proceeds received from such
               Sale and Leaseback Transaction and (y) the fair market value of
               the Principal Property so sold at the time of entering into such
               transaction, as determined by its Board of Directors of the
               Issuer, the Guarantor or the Restricted Subsidiary, as the case
               may be, (the greater of the sums specified in clauses (x) and (y)
               being referred to herein as the "Net Proceeds") or (b) a part of
               the Net Proceeds and the Issuer, Guarantor or any Restricted
               Subsidiary elects to apply the balance of such Net Proceeds in
               the manner described in the following paragraph (iii); or

          (iii) the Issuer, the Guarantor or any Restricted Subsidiary within
               twelve months after the consummation of any such Sale and
               Leaseback Transaction, applies an amount equal to the Net
               Proceeds (less any part of the Net Proceeds to be expended for
               Principal Property as provided under paragraph (ii)(b) above) to
               the retirement or repayment of Funded Debt of the Issuer ranking
               pari passu with the Notes or Funded Debt of a Restricted
               Subsidiary. No retirement referred to in paragraph (iii) may be
               effected by payment at maturity or pursuant to any mandatory
               sinking fund or prepayment provision (unless such repayment is
               required due to the receipt of the Net Proceeds).

In these Conditions:

"Attributable Debt" means as to any lease in respect of a Sale and Leaseback
Transaction, as of the date of determination, the lesser of (i) the fair value
of the property subject to the Sale and Leaseback Transaction (as determined by
the Board of Directors of the Guarantor) and (ii) the present value (discounted
at a rate equal to the weighted average of the rate of interest on all Notes
then issued and outstanding under the Programme, compounded semi-annually) of
the total amount of rent required to be paid under such lease during the
remaining term thereof, including any period for which such lease has been
extended. Such rental payments shall not include amounts payable by or on behalf
of the lessee on account of maintenance and repairs, insurance, taxes,
assessments, water rates and similar charges.


                                       38
<PAGE>

"Consolidated Net Tangible Assets" means the aggregate amount of total assets of
the Guarantor and its consolidated Subsidiaries after deducting therefrom (i)
all current liabilities and (ii) all goodwill, trade names, trademarks, patents
and other like intangible assets, as shown on the audited consolidated balance
sheet contained in the latest annual report to shareholders of the Guarantor.

"Debt" means any notes, bonds, debentures or other similar evidences of
indebtedness.

"Funded Debt" means any indebtedness which by its terms or by the terms of any
instrument or agreement relating thereto matures, or which is otherwise payable
or unpaid, more than one year from, or is directly or indirectly renewable or
extendible at the option of the debtor to a date more than one year from the
date of creation thereof.

"Principal Property" means (i) any interests in (a) coal or gas, reserves or
producing properties, including any building, structure or other facility
thereon including underground or surface mines; (b) any electricity generation
facility or transmission or distribution network, or (c) any contracts for the
purchase or sale of electricity or gas or contracts for differences relating to
electricity prices, other than such contracts or portions thereof which in the
aggregate are, in the opinion of the Board of Directors of the Guarantor, not of
material importance to the business of the Guarantor and its Subsidiaries taken
as a whole, and (ii) any shares of capital stock of any Subsidiary owning any
such property or contract.

"Restricted Subsidiary" means any Subsidiary of the Guarantor which owns a
Principal Property.

"Security Interest" means any mortgage, charge, pledge, security interest, lien
or other similar encumbrance.

"Subsidiary" means a subsidiary within the meaning of Section 736 of the
Companies Act 1985.

5.        INTEREST AND OTHER CALCULATIONS

(a)       Interest Rate and Accrual

          Each Note bears interest on its outstanding nominal amount from the
          Interest Commencement Date at the rate per annum (expressed as a
          percentage) equal to the Interest Rate, such interest being payable in
          arrear on each Interest Payment Date. Interest shall cease to accrue
          on each Note on the due date for redemption unless, upon due
          presentation, payment of principal is improperly withheld or refused,
          in which event interest shall continue to accrue (as well after as
          before judgment) at the Interest Rate in the manner provided in this
          Condition 5 to the Relevant Date (as defined in Condition 8).

(b)       Business Day Convention

          If any date referred to in these Conditions that is specified to be
          subject to adjustment in accordance with a Business Day Convention
          would otherwise fall on a day that is not a Business Day, then, if the
          Business Day Convention specified is (i) the Floating Rate Business
          Day Convention, such date shall be postponed to the next day that is a
          Business Day unless it would thereby fall into the next calendar
          month, in which event (A) such date shall be brought forward to the
          immediately preceding Business Day and (B) each subsequent such date
          shall be the last Business Day of the month in which such date would
          have fallen had it not been subject to adjustment, (ii) the Following
          Business Day Convention, such date shall be postponed to the next day
          that is a Business Day, (iii) the Modified Following Business Day


                                       39
<PAGE>

          Convention, such date shall be postponed to the next day that is a
          Business Day unless it would thereby fall into the next calendar
          month, in which event such date shall be brought forward to the
          immediately preceding Business Day or (iv) the Preceding Business Day
          Convention, such date shall be brought forward to the immediately
          preceding Business Day.

(c)       Interest Rate on Floating Rate Notes

          Subject to paragraph (v) below, if the Interest Rate is specified in
          the Pricing Supplement as being Floating Rate, the Interest Rate for
          each Interest Accrual Period shall be determined by the Calculation
          Agent at or about the Relevant Time on the Interest Determination Date
          in respect of each Interest Accrual Period in accordance with the
          following:

          (i)  If the Primary Source for the Floating Rate is a Page, subject as
               provided below, the Interest Rate shall be:

               (x)  the Relevant Rate (where such Relevant Rate on such Page is
                    a composite quotation or is customarily supplied by an
                    entity); or

               (y)  the arithmetic mean of the Relevant Rates of the person
                    whose Relevant Rates appear on that Page, in each case
                    appearing on such Page at the Relevant Time on the Interest
                    Determination Date;

          (ii) if the Page specified in the Pricing Supplement as a Primary
               Source permanently ceases to quote the Relevant Rate(s) but such
               quotations(s) is/are available from another page, section or
               other part of such information service selected by the
               Calculation Agent (the "Replacement Page"), the Replacement Page
               shall be substituted as the Primary Source for Interest Rate
               quotations and if no Replacement Page exists but such
               quotation(s) is/are available from a page, section or other part
               of a different information service selected by theCalculation
               Agent and approved by the Issuer (the "Secondary Replacement
               Page"), the Secondary Replacement Page shall be substituted as
               the Primary Source for Interest Rate quotations;

          (iii) if the Primary Source for the Floating Rate is Reference Banks
               (as defined below) or if sub-paragraph (i)(x) applies and no
               Relevant Rate appears on the Page at the Relevant Time on the
               Interest Determination Date or if sub-paragraph (i)(y) above
               applies and fewer than two Relevant Rates appear on the Page at
               the Relevant Time on the Interest Determination Date, subject as
               provided below, the Interest Rate shall be the arithmetic mean of
               the Relevant Rates that each of the Reference Banks is quoting to
               leading banks in the Relevant Financial Centre at the Relevant
               Time on the Interest Determination Date, as determined by the
               Calculation Agent;

          (iv) if paragraph (iii) above applies, and the Calculation Agent
               determines that fewer than two Reference Banks are so quoting
               Relevant Rates, subject as provided below, the Interest Rate
               shall be the arithmetic mean of the rates per annum (expressed as
               a percentage) that the Calculation Agent determines to be the
               rates (being the nearest equivalent to the Benchmark) in respect
               of a Representative Amount of the Relevant Currency that at least
               two out of the five leading banks selected by the Calculation
               Agent in the principal financial centre of the country of the
               Relevant Currency (the "Principal Financial Centre") selected by


                                       40
<PAGE>

               the Calculation Agent are quoting at or about the Relevant Time
               on the date on which such banks would customarily quote such
               rates for a period commencing on the Effective Date for a period
               equivalent to the Specified Duration (x) to leading banks
               carrying on business in Europe, or (if the Calculation Agent
               determines that fewer than two of such banks are so quoting to
               leading banks in Europe) (y) to leading banks carrying on
               business in the Principal Financial Centre, except that, if fewer
               than two of such banks are so quoting to leading banks in the
               Principal Financial Centre, the Interest Rate shall be the
               Interest Rate determined on the previous Interest Determination
               Date (after readjustment for any difference between any Margin,
               Rate Multiplier or Maximum or Minimum Interest Rate applicable to
               the preceding Interest Accrual Period and to the relevant
               Interest Accrual Period); and

          (v)  where the Relevant Currency is Euro and the Interest Rate is
               specified as being Floating Rate, provisions relating to the
               calculation and determination of interest will be specified in
               the relevant Pricing Supplement.

(d)       Interest Rate on Zero Coupon Notes

          Where a Note the Interest Rate of which is specified in the Pricing
          Supplement to be Zero Coupon is repayable prior to the Maturity Date
          and is not paid when due, the amount due and payable prior to the
          Maturity Date shall be the Redemption Amount of such Note. As from the
          Maturity Date, the Interest Rate for any overdue principal of such
          Note shall be a rate per annum (expressed as a percentage) equal to
          the Amortisation Yield (as defined in Condition 6(b)).

(e)       Margin, Maximum/Minimum Interest Rates, Instalment Amounts and
          Redemption Amounts, Rate Multipliers and Rounding

          (i)  If any Margin or Rate of Multiplier is specified in the Pricing
               Supplement (either (x) generally, or (y) in relation to one or
               more Interest Accrual Periods), an adjustment shall be made to
               all Interest Rates, in the case of (x), or the Interest Rates for
               the specified Interest Accrual Periods, in the case of (y),
               calculated in accordance with Condition 5(c) above by adding (if
               a positive number) or subtracting the absolute value (if a
               negative number) of such Margin or multiplying by such Rate
               Multiplier, subject always to the next paragraph.

          (ii) If any Maximum or Minimum Interest Rate, Instalment Amount or
               Redemption Amount is specified in the Pricing Supplement, then
               any Interest Rate, Instalment Amount or Redemption Amount shall
               be subject to such maximum or minimum, as the case may be.

          (iii) For the purposes of any calculations required pursuant to these
               Conditions (unless otherwise provided in the Pricing Supplement),
               (x) all percentages resulting from such calculations shall be
               rounded, if necessary, to the nearest one hundred-thousandth of a
               percentage point (with halves being rounded up), (y) all figures
               shall be rounded to seven significant figures (with halves being
               rounded up) and (z) all currency amounts that fall due and
               payable shall be rounded to the nearest unit of such currency


                                       41
<PAGE>

               (with halves being rounded up), save in the case of yen, which
               shall be rounded down to the nearest yen. For these purposes
               "unit" means, with respect to any currency other than Euro, the
               lowest amount of such currency that is available as legal tender
               in the country of such currency and, with respect to Euro, means
               (Euro)0.01.

(f)       Calculations

          The amount of interest payable in respect of any Note for any period
          shall be calculated by multiplying the product of the Interest Rate
          and the outstanding nominal amount of such Note by the Day Count
          Fraction, unless an Interest Amount (or a formula for its calculation)
          is specified in respect of such period, in which case the amount of
          interest payable in respect of such Note for such period shall equal
          such Interest Amount (or be calculated in accordance with such
          formula). Where any Interest Period comprises two or more Interest
          Accrual Periods, the amount of interest payable in respect of such
          Interest Period shall be the sum of the amounts of interest payable in
          respect of each of those Interest Accrual Periods.

(g)       Determination and Publication of Interest Rates, Interest Amounts,
          Redemption Amounts and Instalment Amounts

          As soon as practicable after the Relevant Time on each Interest
          Determination Date or such other time on such date as the Calculation
          Agent may be required to calculate any Redemption Amount or Instalment
          Amount, obtain any quote or make any determination or calculation, it
          shall determine the Interest Rate and calculate the amount of interest
          payable (the "Interest Amounts") in respect of each Denomination of
          the Notes for the relevant Interest Accrual Period, calculate the
          Redemption Amount or Instalment Amount, obtain such quote or make such
          determination or calculation, as the case may be, and cause the
          Interest Rate and the Interest Amounts for each Interest Period and
          the relevant Interest Payment Date and, if required to be calculated,
          the Redemption Amount or any Instalment Amount to be notified to the
          Trustee, the Issuer, each of the Paying Agents, the Noteholders, any
          other Calculation Agent appointed in respect of the Notes that is to
          make a further calculation upon receipt of such information and, if
          the Notes are listed on a stock exchange and the rules of such
          exchange so require, such exchange as soon as possible after their
          determination but in no event later that (i) thecommencement of the
          relevant Interest Period, if determined prior to such time, in the
          case of notification to such exchange of an Interest Rate and Interest
          Amount, or (ii) in all other cases, the fourth Business Day after such
          determination. Where any Interest Payment Date or Interest Period Date
          is subject to adjustment pursuant to Condition 5(b), the Interest
          Amounts and the Interest Payment Date so published may subsequently be
          amended (or appropriate alternative arrangements made with the consent
          of the Trustee by way adjustment) without notice in the event of any
          extension or shortening of the Interest Period. If the Notes become
          due and payable under Condition 10, the accrued interest and the
          Interest Rate payable in respect of the Notes shall nevertheless
          continue to be calculated as previously in accordance with this
          Condition but no publication of the Interest Rate or the Interest
          Amount so calculated need be made unless the Trustee otherwise
          requires. The determination of each Interest Rate, Interest Amount,
          Redemption Amount and Instalment Amount, obtaining of each quote and
          the making of each determination or calculation by the Calculation
          Agent(s) shall (in the absence of manifest error) be final and binding
          upon all parties.

(h)       Determination or Calculation by Trustee

If the Calculation Agent does not at any time for any reason determine or
calculate the Interest Rate for an Interest Period or any Interest Amount,
Instalment Amount or Redemption Amount, the Trustee shall do so (or shall


                                       42
<PAGE>

appoint an agent on its behalf to do so) and such determination or calculation
shall be deemed to have been made by the Calculation Agent. In doing so, the
Trustee shall apply the foregoing provisions of this Condition, with any
necessary consequential amendments, to the extent that, in its opinion, it can
do so, and, in all other respects it shall do so in such manner as it shall deem
fair and reasonable in all the circumstances.

(i)       Definitions

In these Conditions, unless the context otherwise requires, the following
defined terms shall have

the meanings set out below:

"Business Day" means:

(i)       in the case of a specified currency other than Euro, a day (other than
          a Saturday or Sunday) on which commercial banks and foreign exchange
          markets settle payments in the principal financial centre for that
          currency; and/or

(ii)      in the case of Euro, a day on which the TARGET system is operating;
          and/or

(iii)     in the case of a specified currency with one or more financial
          centres, a day (other than a Saturday or Sunday) on which commercial
          banks and foreign exchange markets settle payments in the specified
          currency in the specified financial centre or, if no financial centre
          is specified, generally in each of such financial centres.

"Day Count Fraction" means, in respect of the calculation of an amount of
interest on any Note for any period of time (whether or not constituting an
Interest Period, the "Calculation Period"):

(i)       if "Actual/365" or "Actual/Actual (ISDA)" is specified in the Pricing
          Supplement, the actual number of days in the Calculation Period
          divided by 365 (or, if any portion of that Calculation Period falls in
          a leap year, the sum of (A) the actual number of days in that portion
          of the Calculation Period falling in a leap year divided by 366 and
          (B) the actual number of days in that portion of the Calculation
          Period falling in a non-leap year divided by 365);

(ii)      if "Actual/365 (Fixed)" is specified in the Pricing Supplement, the
          actual number of days in the Calculation Period divided by 365;

(iii)     if "Actual/360" is specified in the Pricing Supplement, the actual
          number of days in the Calculation Period divided by 360;

(iv)      if "30/360", "360/360" or "Bond Basis" is specified in the Pricing
          Supplement, the number of days in the Calculation Period divided by
          360 (the number of days to be calculated on the basis of a year of 360
          days with 12 30-day months (unless (a) the last day of the Calculation
          Period is the 31st day of a month but the first day of the Calculation
          Period is a day other than the 30th or 31st day of a month, in which
          case the month that includes that last day shall not be considered to
          be shortened to a 30-day month, or (b) the last day of the Calculation
          Period is the last day of the month of February, in which case the
          month of February shall not be considered to be lengthened to a 30-day
          month));

(v)       if "30E/360" or "Eurobond Basis" is specified in the Pricing
          Supplement, the number of days in the Calculation Period divided by
          360 (the number of days to be calculated on the basis of a year of 360


                                       43
<PAGE>

          days with 12 30-day months, without regard to the date of the first
          day or last day of the Calculation Period unless, in the case of a
          Calculation Period ending on the Maturity Date, the Maturity Date is
          the last day of the month of February, in which case the month of
          February shall not be considered to be lengthened to a 30-day month);
          and

(vi)      if "Actual/Actual (Bond)" is specified in the Pricing Supplement, (a)
          if the Calculation Period is the same as or shorter than the Interest
          Accrual Period during which it falls, the Calculation Period divided
          by (x) such Interest Accrual Period times (y) the Number of Interest
          Accrual Periods that would occur in one calendar year assuming that
          interest would be payable in respect of the whole of such year or (b)
          if the Calculation Period starts in one Interest Accrual Period and
          ends in another, the sum of (A) the number of days in such Calculation
          Period falling within the first Interest Accrual Period divided by (x)
          such first Interest Accrual Period times (y) the Number of Interest
          Accrual Periods and (B) the calculation in (A), but substituting
          "second Interest Accrual Period" for "first Interest Accrual Period".

"Effective Date" means, with respect to any Floating Rate to be determined on an
Interest Determination Date, the date specified as such in the Pricing
Supplement or, if none is so specified, the first day of the Interest Accrual
Period to which such Interest Determination Date relates.

"Interest Accrual Period" means the period beginning on (and including) the
Interest Commencement Date and ending on (but excluding) the first Interest
Period Date and each successive period beginning on (and including) an Interest
Period Date and ending on (but excluding) the next succeeding Interest Period
Date.

"Interest Commencement Date" means the Issue Date or such other date as may be
specified in the Pricing Supplement.

"Interest Determination Date" means, with respect to an Interest Rate and
Interest Accrual Period, the date specified as such in the Pricing Supplement
or, if none is so specified, the first day of such Interest Accrual Period if
the Relevant Currency is Sterling or the day falling two Business Days in London
for the Relevant Currency prior to the first day of such Interest Accrual Period
if the Relevant Currency is not Sterling.

"Interest Period" means the period beginning on (and including) the Interest
Commencement Date and ending on (but excluding) the first Interest Payment Date
and each successive period beginning on (and including) an Interest Payment Date
and ending on (but excluding) the next succeeding Interest Payment Date.

"Interest Period Date" means each Interest Payment Date unless otherwise
specified in the Pricing Supplement.

"Interest Rate" means the rate of interest payable from time to time in respect
of this Note and that is either specified or calculated in accordance with the
provisions in the Pricing Supplement.

"Page" means such page, section, caption, column or other part of a particular
information service (including, but not limited to, Reuters and the Telerate
Page Service ("Telerate")) as may be specified for the purpose of providing a
Relevant Rate or such other page, section, caption, column or other part as may
replace it on that information service or on such other information service, in
each case may be nominated by the person or organisation providing or sponsoring


                                       44
<PAGE>

the information appearing there for the purpose of displaying rates or prices
comparable to that Relevant Rate.

"Reference Banks" means the institutions specified as such in the Pricing
Supplement or, if none, four (or, if the Relevant Financial Centre is Helsinki,
five) major banks selected by the Calculation Agent in the interbank market (or,
if appropriate, money, swap or over-the-counter index options market) that is
most closely connected with the Benchmark.

"Relevant Currency" means the currency specified in the Pricing Supplement or,
if none is specified, the currency in which the Notes are denominated.

"Relevant Financial Centre" means, with respect to any Floating Rate to be
determined on an Interest Determination Date, the financial centre as may be
specified as such in the Pricing Supplement or, if none is so specified, the
financial centre with which the relevant Benchmark (which, in the case of Euro,
shall be as specified in the Pricing Supplement) is most closely connected or,
if none is so connected, London.

"Relevant Rate" means the Benchmark for a Representative Amount of the Relevant
Currency for a period (if applicable or appropriate to the Benchmark) equal to
the Specified Duration commencing on the Effective Date.

"Relevant Time" means, with respect to any Interest Determination Date, if the
Relevant Currency is not Euro, the local time in the Relevant Financial Centre
specified in the Pricing Supplement or, if none is specified, the local time in
the Relevant Financial Centre at which it is customary to determine bid and
offered rates in respect of deposits in the Relevant Currency in the interbank
market in the Relevant Financial Centre and, if the Relevant Currency is Euro,
the time specified in the relevant Pricing Supplement.

"Representative Amount" means, with respect to any Interest Rate which is
Floating Rate to be determined on an Interest Determination Date, the amount
specified as such in the Pricing Supplement or, if none is specified, an amount
that is representative for a single transaction in the relevant market at the
time.

"Specified Duration" means, with respect to any Floating Rate to be determined
on an Interest Determination Date, the duration specified in the Pricing
Supplement or, if none is specified, a period of time equal to the relative
Interest Accrual Period, ignoring any adjustment pursuant to Condition 5(b).

"TARGET System" means the Trans-European Automated Real-time Gross Settlement
Express Transfer (TARGET) System.

(j)       Calculation Agent and Reference Banks

The Issuer shall procure that there shall at all times be four Reference Banks
(or such other number as may be required) with offices in the Relevant Financial
Centre (or, if the Relevant Currency is Euro, in such place or places as are
specified in the relevant Pricing Supplement) and one or more Calculation Agents
if provision is made for them in the Pricing Supplement and for so long as any
Note is outstanding (as defined in the Trust Deed). If any Reference Bank
(acting through its relevant office) is unable or unwilling to continue to act
as a Reference Bank, then the Issuer shall (with the prior approval of the
Trustee) appoint another Reference Bank with an office in the Relevant Financial
Centre to act as such in its place. Where more than one Calculation Agent is
appointed in respect of the Notes, references in these Conditions to the


                                       45
<PAGE>

Calculation Agent shall be construed as each Calculation Agent performing its
respective duties under the Conditions. If the Calculation Agent is unable or
unwilling to act as such or if the Calculation Agent fails duly to establish the
Interest Rate for an Interest Period or Interest Accrual Period or to calculate
any Interest Amount, Instalment Amount or the Redemption Amount or to comply
with any other requirement, the Issuer shall (with the prior approval of the
Trustee) appoint a leading bank or investment banking firm engaged in the
interbank market (or, if appropriate, money, swap or over-the-counter index
options market) that is most closely connected with the calculation or
determination to be made by the Calculation Agent (acting through its principal
London office or any other office actively involved in such market) to act as
such in its place. The Calculation Agent may not resign its duties without a
successor having been appointed as aforesaid.

(k)       Certificates to be Final

All certificates, communications, opinions, determinations, calculations,
quotations and decisions given, expressed, made or obtained for the purposes of
the provisions of this Condition 5, whether by the Calculation Agent or the
Trustee, shall (in the absence of wilful default, bad faith or manifest error)
be binding on the Issuer, the Calculation Agent, the Trustee, the other Paying
Agents and all Noteholders, Receiptholders and Couponholders and (in the absence
as aforesaid) no liability to the Issuer, the Noteholders, the Receiptholders or
the Couponholders shall attach to the Calculation Agent or the Trustee in
connection with the exercise or non-exercise by them of their powers, duties and
discretions pursuant to such provision.

6.        REDEMPTION, PURCHASE AND OPTIONS

(a)       Redemption by Instalments and Final Redemption

          (i)  Unless previously redeemed, purchased and cancelled as provided
               in this Condition 6 or the relevant Instalment Date (being one of
               the dates so specified hereon) is deferred pursuant to the
               Issuer's or any Noteholder's option in accordance with Condition
               6(d) or 6(e), each Note that provides for Instalment Dates and
               Instalment Amounts shall be partially redeemed on each Instalment
               Date at the related Instalment Amount specified in the Pricing
               Supplement. The outstanding nominal amount of each such Note
               shall be reduced by the Instalment Amount (or, if such Instalment
               Amount is calculated by reference to a proportion of the nominal
               amount of such Note, such proportion) for all purposes with
               effect from the related Instalment Date, unless payment of the
               Instalment Amount is improperly withheld or refused on
               presentation of the Note and related Receipt, in which case, such
               amount shall remain outstanding until the Relevant Date relating
               to such Instalment Amount.

          (ii) Unless previously redeemed, purchased and cancelled as provided
               below, or its maturity is extended pursuant to the Issuer's or
               any Noteholder's option in accordance with Condition 6(d) or
               6(e), each Note shall be finally redeemed on the Maturity Date
               specified in the Pricing Supplement at its Redemption Amount
               (which, unless otherwise provided in the Pricing Supplement is
               its nominal amount) or, in the case of a Note falling within
               paragraph (i) above, its final Instalment Amount.

(b)       Early Redemption of Zero Coupon Notes


                                       46
<PAGE>

          (i)  The Redemption Amount payable in respect of any Note that does
               not bear interest prior to the Maturity Date, the Redemption
               Amount of which is not linked to an index and/or a formula, upon
               redemption of such Note pursuant to Condition 6(c) or upon it
               becoming due and payable as provided in Condition 10 shall be the
               Amortised Face Amount (calculated as provided below) of such
               Note. (ii) Subject to the provisions of paragraph (iii) below,
               the Amortised Face Amount of any such Note shall be the scheduled
               Redemption Amount of such Note on the Maturity Date discounted at
               a rate per annum (expressed as a percentage) equal to the
               Amortisation Yield (which, if none is shown in the Pricing
               Supplement, shall be such rate as would produce an Amortised Face
               Amount equal to the issue price of the Notes if they were
               discounted back to their issue price on the Issue Date)
               compounded annually. Where such calculation is to be made for a
               period of less than one year, it shall be made on the basis of
               the Day Count Fraction specified in the applicable Pricing
               Supplement.

          (iii) If the Redemption Amount payable in respect of any such Note
               upon its redemption pursuant to Condition 6(c) or upon it
               becoming due and payable as provided in Condition 10 is not paid
               when due, the Redemption Amount due and payable in respect of
               such Note shall be the Amortised Face Amount of such Note as
               defined in paragraph (ii) above, except that such paragraph shall
               have effect as though the reference therein to the date on which
               the Note becomes due and payable were replaced by a reference to
               the Relevant Date. The calculation of the Amortised Face Amount
               in accordance with this sub-paragraph shall continue to be made
               (as well after as before judgment) until the Relevant Date,
               unless the Relevant Date falls on or after the Maturity Date, in
               which case the amount due and payable shall be the scheduled
               Redemption Amount of such Note on the Maturity Date together with
               any interest that may accrue in accordance with Condition 5(d).

(c)       Redemption for Taxation Reasons

          If, as a result of any amendment to or change in the laws or
          regulations of the United Kingdom or of any political subdivision
          thereof or any authority therein or thereof having power to tax or any
          change in the official or generally accepted interpretation or
          application of such laws or regulations which becomes effective on or
          after the date of the Trust Deed, the Issuer has or will become
          obliged to pay any additional amounts as described in Condition 8 or
          the Guarantor would be unable for reasons outside its control to
          procure payment by the Issuer and in making payments itself would be
          required to pay such additional amounts (and such amendment or change
          has been evidenced by the delivery by the Issuer on behalf of the
          Guarantor or, as the case may be, the Guarantor to the Trustee (who
          shall accept such certificate and opinion as sufficient evidence
          thereof) of (i) a certificate signed by either two directors of the
          Issuer or one director and the company secretary of the Issuer on
          behalf of the Issuer or, as the case may be, the Guarantor, stating
          that such amendment or change has occurred (irrespective of whether
          such amendment or change is then effective) describing the facts
          leading thereto and stating that such requirement cannot be avoided by
          the Issuer or Guarantor taking reasonable measures available to it and
          (ii) an opinion of independent legal advisers of recognised standing
          to the effect that such amendment or change has occurred (irrespective
          of whether such amendment or change is then effective)), the Issuer
          may (having given not less than 30 nor more than 90 days' notice to
          the Trustee and to the holders in accordance with Condition 16) redeem
          all, but not some only, of the Notes (other than Notes in respect of


                                       47
<PAGE>

          which the Issuer shall have given a notice of redemption pursuant to
          Condition 6(d) prior to any notice being given under this Condition
          6(c)) at their Redemption Amount, together with accrued interest to
          the date fixed for such redemption, provided that no such notice of
          redemption shall be given earlier than 90 days prior to the earliest
          date on which the Issuer would be required to pay such additional
          amounts were a payment in respect of the Notes then due.

(d)       Redemption at the Option of the Issuer and Exercise of Issuer's Option

          If so provided in the Pricing Supplement, the Issuer may, subject to
          compliance with all relevant laws, regulations and directives, on
          giving irrevocable notice to the Noteholders falling within the
          Issuer's Option Period, redeem, or exercise any Issuer's option in
          relation to, all or, if so provided, some of the Notes (other than
          Notes in respect of which the Issuer shall have given a notice of
          redemption pursuant to Condition 6(c) prior to any notice being given
          under this Condition 6(d)) in the nominal amount or integral multiples
          thereof and on the date or dates so provided. Any such redemption of
          Notes shall be at their Redemption Amount together with interest
          accrued to the date fixed for redemption.

          All Notes in respect of which any such notice is given shall be
          redeemed, or the Issuer's option shall be exercised, on the date
          specified in such notice in accordance with this Condition. In the
          case of a partial redemption or a partial exercise of any Issuer's
          option, the notice to Noteholders shall also contain the certificate
          numbers of the Notes to be redeemed or in respect of which such option
          has been exercised, which shall have been drawn in such place as the
          Trustee may approve and in such manner as it deems appropriate,
          subject to compliance with any applicable laws and stock exchange
          requirements. So long as the Notes are listed on the Luxembourg Stock
          Exchange or any other stock exchange and the rules of the relevant
          stock exchange so require, the Issuer shall, once in each year in
          which there has been a partial redemption of the Notes, cause to be
          published in a leading newspaper of general circulation in Luxembourg
          or as specified by such other stock exchange, a notice specifying the
          aggregate nominal amount of Notes outstanding and a list of the Notes
          drawn for redemption but not surrendered.

(e)       Redemption at the Option of Noteholders and Exercise of Noteholders'
          Options

          If so provided in the Pricing Supplement, the Issuer shall, at the
          option of the holder of any such Note, redeem such Note on the date or
          dates so provided at its Redemption Amount together with interest
          accrued to the date fixed for redemption.

          To exercise such option or any other Noteholders' option that may be
          set out hereon the holder must deposit such Note (together with all
          unmatured Receipts and Coupons and unexchanged Talons) with any Paying
          Agent at its specified office, together with a duly completed option
          exercise notice ("Exercise Notice") in the form obtainable from any
          Paying Agent within the Noteholders' Option Period. No Note so
          deposited and option exercised may be withdrawn without the prior
          consent of the Issuer, except that such Note will be returned to the
          relevant Noteholder by the Paying Agent with which it has been
          deposited if, prior to the due date for its redemption or the exercise
          of the option, the Note becomes immediately due and payable or if upon
          due presentation payment of the redemption moneys is not made or
          exercise of the option is denied.

(f)       Purchases


                                       48
<PAGE>

          The Issuer, the Guarantor and any of its Subsidiaries may to the
          extent permitted by applicable law, at any time purchase Notes
          (provided that all unmatured Receipts and Coupons and unexchanged
          Talons relating thereto are attached thereto or surrendered therewith)
          in the open market or otherwise at any price. The Notes so purchased,
          while held by or on behalf of the Issuer, the Guarantor or any of its
          Subsidiaries shall not entitle the holder to vote at any meetings of
          Noteholders and shall not be deemed to be outstanding for the purposes
          of calculating quorums at meetings of the Noteholders or for the
          purposes of Conditions 10, 11 and 14.

(g)       Cancellation

          All Notes purchased by or on behalf of the Issuer, the Guarantor or
          any of its Subsidiaries shall be surrendered for cancellation, by
          surrendering each such Note together with all unmatured Receipts and
          Coupons and all unexchanged Talons to the Issuing and Paying Agent and
          if so surrendered, shall, together with all Notes redeemed by the
          Issuer, be cancelled forthwith (together with all unmatured Receipts
          and Coupons and unexchanged Talons attached thereto or surrendered
          therewith). Any Notes so surrendered for cancellation may not be
          reissued or resold and the obligations of the Issuer and the Guarantor
          in respect of any such Notes shall be discharged.

7.        PAYMENTS AND TALONS

(a)       Method of Payment

          Payments of principal and interest in respect of the Notes shall,
          subject as mentioned below, be made against presentation and surrender
          of the relevant Receipts (in the case of payments of Instalment
          Amounts other than on the due date for redemption and provided that
          the Receipt is presented for payment together with its relative Note),
          Notes (in the case of all other payments of principal and, in the case
          of interest as specified in Condition 7(e)(vi)) or Coupons (in the
          case of interest, save as specified in Condition 7(e)(ii)), as the
          case may be, at the specified office of any Paying Agent outside the
          United States by a cheque payable in the currency in which such
          payment is due drawn on, or, at the option of the holder, by transfer
          to an account denominated in that currency with, a bank in the
          principal financial centre for that currency; provided that, in the
          case of Euro, the transfer may be to, or the cheque drawn on, a Euro
          account with a bank in Europe.

(b)       Payments in the United States

          Notwithstanding the foregoing, if any Notes are denominated in U.S.
          dollars, payments in respect thereof may be made at the specified
          office of any Paying Agent in New York City in the same manner as
          aforesaid if (i) the Issuer shall have appointed Paying Agents with
          specified offices outside the United States with the reasonable
          expectation that such Paying Agents would be able to make payment of
          the amounts on the Notes in the manner provided above when due, (ii)
          payment in full of such amounts at all such offices is illegal or
          effectively precluded by exchange controls or other similar
          restrictions on payment or receipt of such amounts and (iii) such
          payment is then permitted by United States law, without involving, in
          the opinion of the Issuer, any adverse tax consequence to the Issuer.

(c)       Payments Subject to Fiscal Laws


                                       49
<PAGE>

          All payments are subject in all cases to any applicable fiscal or
          other laws, regulations and directives, but without prejudice to the
          provisions of Condition 8. No commissions or expenses shall be charged
          to the Noteholders or Couponholders in respect of such payments.

(d)       Appointment of Agents

          The Issuing and Paying Agent, the Paying Agents and the Calculation
          Agent initially appointed by the Issuer and their respective specified
          offices are listed below. The Issuing and Paying Agent, the Paying
          Agents and the Calculation Agent act solely as agents of the Issuer
          and do not assume any obligation or relationship of agency or trust
          for or with any Noteholder or Couponholder (save in the event they act
          for the Trustee under Clause 2(3) of the Agency Agreement). The Issuer
          reserves the right at any time with the approval of the Trustee to
          vary or terminate the appointment of the Issuing and Paying Agent, any
          other Paying Agent or the Calculation Agent and to appoint additional
          or other Paying Agents, provided that the Issuer shall at all times
          maintain (i) an Issuing and Paying Agent, (ii) one or more Calculation
          Agent(s) where the Conditions so require, (iii) Paying Agents having
          specified offices in at least two major European cities (including
          Luxembourg so long as the Notes are listed as the Luxembourg Stock
          Exchange); (iv) such other agents as may be required by the rules of
          any other stock exchange on which the Notes may be listed, in each
          case, as approved by the Trustee and (v) in the event of the adoption
          of the European Union directive relating to withholding tax presented
          to the Council of Ministers of the European Union by the European
          Commission in May 1998, a Paying Agent with a specified office in a
          city approved by the Trustee outside the European Union.

(e)       Unmatured Coupons and Receipts and Unexchanged Talons

          (i)  Unless the Pricing Supplement provides that the relative Coupons
               are to become void upon the date for redemption of those Notes,
               Notes should be surrendered for payment together with all
               unmatured Coupons (if any) appertaining thereto, failing which an
               amount equal to the face value of each missing unmatured Coupon
               (or, in the case of payment not being made in full, the
               proportion of the amount of such missing unmatured Coupon that
               the sum of principal so paid bears to the total principal due)
               shall be deducted from the Redemption Amount due for payment. Any
               amount so deducted shall be paid in the manner mentioned above
               against surrender of such missing Coupon within a period of 10
               years from the Relevant Date for the payment of such principal
               (whether or not such Coupon has become void pursuant to Condition
               9).

          (ii) If the Pricing Supplement so provides, upon the due date for
               redemption of any Note, unmatured Coupons relating to such Note
               (whether or not attached) shall become void and no payment shall
               be made in respect of them.

          (iii) Upon the due date for redemption of any Note, any unexchanged
               Talon relating to such Note (whether or not attached) shall
               become void and no Coupon shall be delivered in respect of such
               Talon.

          (iv) Upon the due date for redemption of any Note that is redeemable
               in instalments, all Receipts relating to such Note having an
               Instalment Date falling on or after such due date (whether or not
               attached) shall become void and no payment shall be made in
               respect of them.


                                       50
<PAGE>

          (v)  Where any Note is presented for redemption without all unmatured
               Coupons and any unexchanged Talon relating to it, redemption
               shall be made only against the provision of such indemnity as the
               Issuer may reasonably require.

          (vi) If the due date for redemption of any Note is not a due date for
               payment of interest, interest accrued from the preceding due date
               for payment of interest or the Interest Commencement Date, as the
               case may be, shall only be payable against presentation (and
               surrender if appropriate) of the relevant Note. Interest accrued
               on a Note that only bears interest after its Maturity Date shall
               be payable on redemption of such Note against presentation of the
               relevant Note.

(f)       Talons

          On or after the Interest Payment Date for the final Coupon forming
          party of a Coupon sheet issued in respect of any Note, the Talon
          forming part of such Coupon sheet may be surrendered at the specified
          office of the Issuing and Paying Agent in exchange for a further
          Coupon sheet (and if necessary another Talon for a further Coupon
          sheet) (but excluding any Coupons that may have become void pursuant
          to Condition 9).

(g)       Non-Business Days

          If any date for payment in respect of any Note, Receipt or Coupon is
          not a business day in the place of presentation, the holder shall not
          be entitled to payment until the next following business day nor to
          any interest or other sum in respect of such postponed payment. In
          this paragraph, "business day" means a day (other than Saturday or a
          Sunday) on which banks and foreign exchange markets are open for
          business in the relevant place of presentation, in such jurisdictions
          as shall be specified as "Business Day Jurisdictions" hereon and:

          (i)  (in the case of a payment in a currency other than Euro) where
               payment is to be made by transfer to an account maintained with a
               bank in the Relevant Currency, on which foreign exchange
               transactions may be carried on in the Relevant Currency in the
               principal financial centre of the country of such currency or

          (ii) (in the case of a payment in Euro) on which banks are open for
               business and carrying out transactions in Euro in the
               jurisdiction in which the Euro account specified by the payee is
               located and a day on which the TARGET system is open.

(h)       Euro Notes

          References in these Conditions to the "Euro" are to the currency which
          was introduced at the start of the third stage of the European
          economic and monetary union pursuant to Article 123 of the Treaty
          establishing the European Communities as amended (the "Treaty").

(i)       Redenomination

          Where redenomination is specified in the Pricing Supplement as being
          applicable, the Issuer may, without the consent of the Trustee, the
          Noteholders and the Couponholders, on giving prior notice to the
          Trustee, the Issuing and Paying Agent, Euroclear and Cedelbank and at
          least 30 days' prior notice to the Noteholders in accordance with


                                       51
<PAGE>

          Condition 16, elect that, with effect from the Redenomination Date
          specified in the notice, the Notes shall be redenominated in Euro. If
          so specified in the applicable Pricing Supplement, such Notes, upon
          redenomination into Euro, may be consolidated and form a single series
          with the outstanding Notes of another series, all in accordance with
          Condition 16.

          Unless otherwise specified in the applicable Pricing Supplement, the
          election will have effect as follows:

          (i)  the Notes and the Receipts shall be deemed to be redenominated in
               Euro in the denomination of Euro 0.01 with a nominal amount for
               each Note and Receipt equal to the nominal amount of that Note or
               Receipt in the Relevant Currency, converted into Euro at the
               Established Rate, provided that, if the Issuer determines, with
               the consent of the Trustee and the Issuing and Paying Agent, that
               the then market practice in respect of the redenomination into
               Euro of internationally offered securities is different from the
               provisions specified above, such provisions shall be deemed to be
               amended so as to comply with such market practice and the Issuer
               shall promptly notify the Noteholders in accordance with
               Condition 16, the Stock Exchange (if any) on which the Notes are
               listed and the Relevant Paying Agents of such deemed amendments;

          (ii) save to the extent that an Exchange Notice has been given in
               accordance with paragraph (iv) below, the amount of interest due
               in respect of the Notes will be calculated by reference to the
               aggregate nominal amount of Notes presented (or, as the case may
               be, in respect of which Coupons are presented) for payment by the
               relevant holder and the amount of such payment shall be rounded
               down to the nearest (Euro)0.01;

          (iii) if definitive Notes are required to be issued after the
               Redenomination Date, they shall be issued at the expense of the
               Issuer in the denominations of (Euro)1,000, (Euro)10,000,
               (Euro)100,000 and (but only to the extent of any remaining
               amounts less than (Euro)1,000 or such smaller denominations as
               the Trustee and the Issuing and Paying Agent may approve)
               (Euro)0.01 and such other denominations as the Trustee and the
               Issuing and Paying Agent shall determine and as shall be notified
               to the Noteholders in accordance with Condition 16;

          (iv) if definitive Notes have been issued prior to the Redenomination
               Date, all unmatured Coupons and Talons denominated in the
               Relevant Currency (whether or not attached to the Notes) will
               become void with effect from the date on which the Issuer gives
               notice (the "Exchange Notice") that replacement Euro-denominated
               Notes, Receipts, Coupons and Talons are available for exchange
               (provided that such Notes, Receipts, Coupons and/or Talons are so
               available) and no payments will be made in respect of them. The
               payment obligations contained in any Notes and Receipts so issued
               will also become void on that date although those Notes and
               Receipts will continue to constitute valid exchange obligations
               of the Issuer. The Paying Agents (at the offices specified below
               and which will, in every case, include the Paying Agent in
               Luxembourg) will issue new Euro-denominated Notes, Receipts,
               Coupons and Talons in exchange for Notes, Receipts, Coupons and
               Talons denominated in the Relevant Currency in such manner as the
               Trustee and the Issuing and Paying Agent may specify and as shall
               be notified to the Noteholders in the Exchange Notice. No


                                       52
<PAGE>

               Exchange Notice may be given less than 15 days prior to any date
               for payment of principal or interest on the Notes;

          (v)  after the Redenomination Date, all payments in respect of the
               Notes, the Receipts and the Coupons, other than payments of
               interest in respect of periods commencing before the
               Redenomination Date, will be made solely in Euro as though
               references in the Notes to the Relevant Currency were to Euro.
               Payments will be made in Euro by credit or transfer to a Euro
               account (or any other account to which Euro may be credited or
               transferred) specified by the payee or, at the option of the
               payee, by a Euro cheque;

          (vi) if the Notes are Fixed Rate Notes and interest for any period
               commencing on or after the Redenomination Date is required to be
               calculated for a period ending other than on an Interest Payment
               Date, it will be calculated by applying the Interest Rate to each
               Denomination, multiplying such sum by the applicable Day Count
               Fraction and rounding the resultant figure to the nearest
               sub-unit of the Relevant Currency, half of any such sub-unit
               being rounded upwards or otherwise in accordance with applicable
               market convention; and

          (vii) if the Notes are Floating Rate Notes, the Pricing Supplement
               will specify any relevant changes to the provisions relating to
               interest.

In these Conditions, the following expressions have the following meanings:

          "Established Rate" means the rate for the conversion of the Relevant
          Currency (including compliance with rules relating to roundings in
          accordance with applicable European Community regulations) into Euro
          established by the Council of the European Union pursuant to Article
          123 of the Treaty establishing the European Communities, as amended.

          "Redenomination Date" means the date (being, in the case of interest
          bearing Notes, a date for payment of interest under the Notes)
          specified by the Issuer as such in the notice given to the Noteholders
          as described above and which falls on or after the date on which the
          country of the Relevant Currency first participates in the third stage
          of European economic and monetary union or otherwise participates in
          European economic and monetary union in a manner with similar effect
          to such third stage.

8.        TAXATION

All payments of principal and interest in respect of the Notes, the Receipts and
the Coupons by the Issuer or the Guarantor shall be made free and clear of, and
without withholding or deduction for, any taxes, duties, assessments or
governmental charges of whatever nature imposed, levied, collected, withheld or
assessed by or within the United Kingdom or any authority therein or thereof
having power to tax, unless such withholding or deduction is required by law. In
that event, the Issuer or, as the case may be, the Guarantor, shall pay such
additional amounts as shall result in receipt by the Noteholders and
Couponholders of such amounts as would have been received by them had no such
withholding or deduction been required, except that no such additional amounts
shall be payable with respect to any Note, Receipt or Coupon:

(a)       to, or to a third party on behalf of, a holder who is liable to such
          taxes, duties, assessments or governmental charges in respect of such
          Note, Receipt or Coupon by reason of his having some connection with


                                       53
<PAGE>

          the United Kingdom other than the mere holding of the Note, Receipt or
          Coupon; or

(b)       presented for payment more than 30 days after the Relevant Date except
          to the extent that the holder of it would have been entitled to such
          additional amounts on presenting it for payment on the thirtieth day;
          or

(c)       presented for payment in the United Kingdom.

As used in these Conditions, "Relevant Date" in respect of any Note, Receipt or
Coupon means the date on which payment in respect of it first becomes due or (if
any amount of the money payable is improperly withheld or refused) the date on
which payment in full of the amount outstanding is made or (if earlier) the date
seven days after that on which notice is duly given to the Noteholders that,
upon further presentation of the Note, Receipt or Coupon being made in
accordance with the Conditions, such payment will be made, provided that payment
is in fact made upon such presentation. Reference to these Conditions to (i)
"principal" shall be deemed to include any premium payable in respect of the
Notes, all Instalment Amounts, Redemption Amounts, Amortised Face Amounts and
all other amounts in the nature of principal payable pursuant to Condition 6 or
any amendment or supplement to it, (ii) "interest" shall be deemed to include
all Interest Amounts and all other amounts payable pursuant to Condition 5 or
any amendment or supplement to it and (iii) "principal" and/or "interest" shall
be deemed to include any additional amounts that may be payable under this
Condition or any undertaking given in addition to or in substitution for it
under the Trust Deed.

9.        PRESCRIPTION

Claims against the Issuer for payment in respect of the Notes, Receipts and
Coupons (which, for this purpose, shall not include Talons) shall be prescribed
and become void unless made within 10 years (in the case of principal) or five
years (in the case of interest) from the appropriate Relevant Date in respect of
them.

10.       EVENTS OF DEFAULT

The Trustee at its discretion may, and if so requested in writing by the holders
of at least one-quarter in nominal amount of the Notes then outstanding or if so
directed by an Extraordinary Resolution of the Noteholders shall, subject to
being indemnified to its satisfaction, (but, in the case of the happening of any
of the events mentioned in sub-paragraphs (b), (c), (e), (f), (g) and (h) below,
only if the Trustee shall have certified in writing to the Issuer that such
event is, in its opinion, materially prejudicial to the interests of the
Noteholders), give notice to the Issuer that the Notes are, and they shall
accordingly thereby forthwith become, immediately due and repayable at their
Redemption Amount together with accrued interest (as provided in the Trust Deed)
if any of the following events (each an "Event of Default") shall have occurred
(unless such Event of Default has been remedied to the satisfaction of the
Trustee):

(a)       if default is made for a period of three Business Days or more in the
          payment of any principal or Redemption Amount or Instalment Amount or
          Amortised Face Amount (in the case of a Zero Coupon Note) (whether
          becoming due on redemption or otherwise) in respect of any Notes
          pursuant to Condition 6 or for a period of 21 days or more in the
          payment of any interest due in respect of the Notes or any of them; or

(b)       if the Issuer or the Guarantor fails to perform or observe any of its
          other obligations under the Notes, the Guarantee or the Trust Deed and
          (except where the Trustee shall have certified to the Issuer in


                                       54
<PAGE>

          writing that it considers such failure to be incapable of remedy in
          which case no such notice or continuation as is hereinafter mentioned
          will be required) such failure continues for the period of 60 days (or
          such longer period as the Trustee may in its absolute discretion
          permit) next following the service by the Trustee of notice on the
          Issuer requiring the same to be remedied; or

(c)       if (i) any other indebtedness for borrowed money of the Issuer, the
          Guarantor or any Principal Subsidiary becomes due and repayable prior
          to its stated maturity by reason of an event of default or (ii) any
          such indebtedness for borrowed money is not paid when due or, as the
          case may be, within any applicable grace period (as originally
          provided) or (iii) the Issuer, the Guarantor or any Principal
          Subsidiary fails to pay when due (or, as the case may be, within any
          originally applicable grace period) any amount payable by it under any
          present or future guarantee for, or indemnity in respect of, any
          indebtedness for borrowed money of any person or (iv) any security
          given by the Issuer, the Guarantor or any Principal Subsidiary for any
          indebtedness for borrowed money of any person or for any guarantee or
          indemnity of indebtedness for borrowed money of any person becomes
          enforceable by reason of default in relation thereto and steps are
          taken to enforce such security, provided that the aggregate amount of
          the relevant indebtedness for borrowed money in respect of which any
          one or more of the events mentioned above in this sub-paragraph (c)
          has or have occurred equals or exceeds U.S.$50,000,000 or its
          equivalent in other currencies (as determined by the Trustee), and for
          the purposes of this sub-paragraph (c), "indebtedness for borrowed
          money" shall exclude Project Finance Indebtedness; or

(d)       if any order shall be made by any competent court or any resolution
          shall be passed for the winding up or dissolution of the Issuer or the
          Guarantor, save for the purpose of amalgamation, merger,
          consolidation, reorganisation, reconstruction or other similar
          arrangement on terms previously approved in writing by the Trustee
          (such approval not to be unreasonably withheld or delayed having
          regard to the interests of the Noteholders) or by an Extraordinary
          Resolution of the Noteholders; or

(e)       if any order shall be made by any competent court or any resolution
          shall be passed for the winding up or dissolution of a Principal
          Subsidiary, save for the purposes of amalgamation, merger,
          consolidation, reorganisation, reconstruction or other similar
          arrangement (i) not involving or arising out of the insolvency of such
          Principal Subsidiary and under which all the surplus assets of such
          Principal Subsidiary are transferred to the Issuer, the Guarantor or
          any of their Subsidiaries (other than an Excluded Subsidiary) or (ii)
          the terms of which have previously been approved in writing by the
          Trustee (such approval not to be unreasonably withheld or delayed
          having regard to the interests of Noteholders) or by an Extraordinary
          Resolution of the Noteholders; or

(f)       if the Issuer, the Guarantor or any Principal Subsidiary shall cease
          to carry on the whole or substantially the whole of its business, save
          in each case for the purposes of amalgamation, merger, consolidation,
          reorganisation, reconstruction, or other similar arrangement (i) not
          involving or arising out of the insolvency of the Issuer, the
          Guarantor or such Principal Subsidiary and under which all or
          substantially all of its assets are transferred to another member or
          members of the Group (other than an Excluded Subsidiary) or to a
          transferee or transferees which is or are, or immediately upon such
          transfer become(s), a Principal Subsidiary or Principal Subsidiaries,
          or (ii) under which all or substantially all of its assets are
          transferred to a third party or parties (whether associates or not)
          for full consideration by the Issuer, the Guarantor or a Principal
          Subsidiary on an arm's length basis or (iii) the terms of which have
          previously been approved in writing by the Trustee or by an


                                       55
<PAGE>

          Extraordinary Resolution of the Noteholders, provided that if neither
          the Issuer nor any Relevant Subsidiary holds an Electricity Licence,
          the Issuer shall be deemed to have ceased to carry on the whole or
          substantially the whole of its business (and neither of exceptions (i)
          and (ii) shall apply); or

(g)       if the Issuer, the Guarantor or any Principal Subsidiary shall suspend
          or announce its intention to suspend payment of its debts generally or
          shall be declared or adjudicated by a competent court to be unable, or
          shall admit in writing its inability, to pay its debts generally
          (within the meaning of Section 123(1) or (2) of the Insolvency Act
          1986) as they fall due, or shall be adjudicated or found insolvent by
          a competent court or shall enter into any composition or other similar
          arrangement with its creditors generally under Section 1 of the
          Insolvency Act 1986; or

(h)       if a receiver, administrative receiver, administrator or other similar
          official shall be appointed in relation to the Issuer, the Guarantor
          or any Principal Subsidiary or in relation to the whole or substantial
          part of the undertaking or assets of any of them or a distress,
          execution or other process shall be levied or enforced upon or sued
          out against, or any encumbrancer shall take possession of, the whole
          or a substantial part of the assets of any of them and in any of the
          foregoing cases it or he shall not be paid out or discharged within 90
          days (or such longer period as the Trustee may in its absolute
          discretion permit); or

(i)       TXU Europe Limited ceases to own directly or indirectly at least a
          majority of the ordinary share capital of TXU Europe Group plc and all
          Principal Subsidiaries; or

(j)       any of the obligations of the Guarantor under the Trust Deed are not
          (or are claimed by the Guarantor not to be) or cease to be in full
          force and effect.

For the purposes of sub-paragraph (g) above, Section 123(1)(a) of the Insolvency
Act 1986 shall have effect as if for "(pound)750" there was substituted
"(pound)250,000". Neither the Issuer, the Guarantor nor any Principal Subsidiary
shall be deemed to be unable to pay its debts for the purposes of sub-paragraph
(g) above if any such demand as is mentioned in Section 123(1)(a) of the
Insolvency Act 1986 is being contested in good faith by the Issuer, the
Guarantor or the relevant Principal Subsidiary with recourse to all appropriate
measures and procedures or if any such demand is satisfied before the expiration
of such period as may be stated in any notice given by the Trustee under this
Condition.

In these Conditions:

          "Auditors" means the auditors for the time being of the Guarantor or,
          in the event of their being unable or unwilling to carry out any
          action requested of them pursuant to the Trust Deed, such other firm
          of chartered accountants as the Trustee may in writing approve for the
          purpose.

          "Electricity Act" means the Electricity Act 1989 as amended or
          re-enacted from time to time and all subordinate legislation made
          pursuant thereto.

          "Electricity Licence" means any licence granted or issued by any
          relevant authority or person in the United Kingdom or by or pursuant
          to any primary or secondary legislation which entitles the person
          holding such licence to generate and/or transmit and/or distribute
          and/or supply electricity (other than a second tier supply licence) in
          the United Kingdom or any part thereof.


                                       56
<PAGE>

          "Excluded Subsidiary" means any Subsidiary of the Guarantor:

          (i)  which is a single purpose company whose principal assets and
               business comprise the ownership, acquisition, development and/or
               operation of assets comprising a Project;

          (ii) in its capacity as a partner in, and whose only material asset is
               its interest in, a single purpose partnership whose principal
               assets and business comprise a Project;

          (iii) none of whose indebtedness for borrowed money in respect of the
               financing of such ownership, acquisition, development and/or
               operation of such assets comprising a Project is subject to any
               recourse whatsoever to any member of the Group (other than such
               Subsidiary or another Excluded Subsidiary) in respect of the
               repayment thereof, except as expressly referred to in
               sub-paragraph (ii) of the definition of Project Finance
               Indebtedness; and

          (iv) which has been designated as such by the Guarantor by written
               notice to the Trustee, provided that the Guarantor may give
               notice to the Trustee at any time that any Excluded Subsidiary is
               no longer an Excluded Subsidiary, whereupon it shall cease to be
               an Excluded Subsidiary.

          "Generation Licence" means the electricity generation licence granted
          by the Secretary of State to Eastern Merchant Generation Limited under
          the Electricity Act as in effect on the date of the relevant Pricing
          Supplement.

          "Group" means the Guarantor and its Subsidiary Undertakings and
          "member of the Group" shall be construed accordingly.

          "indebtedness for borrowed money" means any present or future
          indebtedness (whether being principal, premium, interest or other
          amounts) for or in respect of (i) money borrowed, (ii) liabilities
          under or in respect of any acceptance or acceptance credit, or (iii)
          any notes, bonds, debentures, debenture stock, loan stock or other
          securities offered, issued or distributed whether by way of public
          offer, private placing, acquisition consideration or otherwise and
          whether issued for cash or in whole or in part or for a consideration
          other than cash.

          "PES Licence" means the public electricity supply licence granted by
          the Secretary of State to Eastern Electricity plc under the
          Electricity Act (but for the avoidance of doubt excluding for this
          purpose any second tier licence) as in effect on the date of the
          relevant Pricing Supplement.

          "Principal Subsidiary" at any time shall mean:

          (i)  any Relevant Subsidiary; or

          (ii) any Subsidiary of the Guarantor (not being an Excluded Subsidiary
               or any other Subsidiary of the Guarantor 90 per cent. in
               principal amount of whose indebtedness for borrowed money is
               Project Finance Indebtedness);

               (A)  whose (a) gross profits on ordinary activities before tax or
                    (b) gross assets represent 25 per cent. or more of the
                    consolidated gross profits on ordinary activities before tax


                                       57
<PAGE>

                    of the Group or consolidated gross assets of the Group,
                    respectively, in each case as calculated by reference to the
                    then latest audited financial statements of such Subsidiary
                    and the then latest audited consolidated financial
                    statements of the Group; or

               (B)  to which is transferred all or substantially all of the
                    business, undertaking and assets of a Subsidiary of the
                    Issuer which immediately prior to such transfer is a
                    Principal Subsidiary, whereupon the transferor Subsidiary
                    shall cease to be a Principal Subsidiary under the
                    provisions of this sub-paragraph (B) (but without prejudice
                    to the provisions of sub-paragraph (A) above), upon
                    publication of its next audited financial statements.

          A Report by the Auditors 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 shall, in the
          absence of manifest error, be conclusive and binding on the Issuer,
          the Guarantor, the Trustee and the Noteholders.

          "Project" means any project or investment (these terms being treated
          as including a series of related projects or investments and any
          modifications thereto or developments or expansions of such projects
          or investments).

          "Project Finance Indebtedness" means any present or future
          indebtedness incurred to finance the ownership, acquisition,
          development and/or operation of a Project, whether or not a Project of
          a member of the Group:

          (i)  which is incurred by an Excluded Subsidiary; or

          (ii) in respect of which the person or persons to whom any such
               indebtedness is or may be owed by the relevant borrower (whether
               or not a member of the Group) has or have no recourse whatsoever
               to any member of the Group (other than an Excluded Subsidiary)
               for the repayment thereof other than:

               (A)  recourse for amounts limited to the aggregate cash flow or
                    net cash flow received or receivable by it (other than
                    historic cash flow or historic net cash flow) from such
                    Project; and/or

               (B)  recourse for the purpose only of enabling amounts to be
                    claimed in respect of such indebtedness in an enforcement of
                    any encumbrance given by such borrower over the assets
                    comprised in such Project or the income, cash flow or other
                    proceeds, deriving therefrom (or given by any shareholder or
                    the like in the borrower over its shares or the like in the
                    capital of the borrower) to secure such indebtedness,
                    provided that (a) the extent of such recourse is limited
                    solely to the amount of any recoveries made on any such
                    enforcement, and (b) such person or persons is/are not
                    entitled, by virtue of any right or claim arising out of or
                    in connection with such indebtedness, to commence
                    proceedings for the winding up or dissolution of any member
                    of the Group (other than an Excluded Subsidiary) or to
                    appoint or procure the appointment of any receiver, trustee
                    or similar person or officer in respect of any member of the
                    Group (other than an Excluded Subsidiary) or any of its
                    assets (save for the assets the subject of such
                    encumbrance); and/or


                                       58
<PAGE>

               (C)  recourse under any form of assurance, undertaking or
                    support, which recourse is limited to a claim for damages
                    (other than liquidated damages and damages required to be
                    calculated in a specified way) for breach of an obligation
                    (not being a payment obligation or an obligation to procure
                    payment by another or an indemnity in respect thereof or any
                    obligation to comply to or procure compliance by another
                    with any financial ratios or other tests of financial
                    condition) by any member of the Group (other than an
                    Excluded Subsidiary).

          "Relevant Licences" means the Generation Licence and the PES Licence
          and, in any such case, and from time to time any other licence or
          licences relating to the generation and distribution of electricity
          granted to the Guarantor and/or any Relevant Subsidiary and "Relevant
          Licence" shall be construed accordingly.

          "Relevant Subsidiary" means a member of the Group that holds a
          Relevant Licence.

          "Secretary of State" means the Secretary of State for Trade and
          Industry (or any successor).

          "Subsidiary Undertaking" shall have the meaning given to it by Section
          258 of the Companies Act 1985 (but, in relation to the Guarantor,
          shall exclude any undertaking (as defined in the Companies Act 1985)
          whose accounts are not included in the then latest published audited
          consolidated accounts of the Guarantor, or (in the case of an
          undertaking which has first become a subsidiary undertaking of a
          member of the Group since the date as at which any such audited
          accounts were prepared) would not have been so included or
          consolidated if it had become so on or before that date).

11.       MEETINGS OF NOTEHOLDERS, MODIFICATION, WAIVER AND SUBSTITUTION

(a)       Meetings of Noteholders

          The Trust Deed contains provisions for convening meetings of
          Noteholders to consider matters affecting their interests, including
          the modification of any of the terms and conditions of the Notes or
          any provisions of the Trust Deed. Any such modification may be made if
          sanctioned by an Extraordinary Resolution. The quorum for any meeting
          convened to consider an Extraordinary Resolution will be one or more
          persons holding or representing a clear majority in principal amount
          of the Notes for the time being outstanding or at any adjourned
          meeting one or more persons being or representing Noteholders whatever
          the nominal amount of the Notes held or represented, unless the
          business of such meeting includes consideration of proposals, inter
          alia (i) to postpone the maturity or redemption of the Notes, any
          Instalment Date or any date for payment of any interest or Interest
          Amount on the Notes, (ii) to reduce or cancel the amount of principal
          payable on redemption of, or any Instalment Amount of, or any premium
          payable on redemption of, the Notes, (iii) to reduce the rate or rates
          of interest in respect of the Notes or to vary the method or basis of
          calculating the rate or rates or amount of interest or the basis for
          calculating any Interest Amount in respect of the Notes, (iv) if a
          Minimum and/or a Maximum Interest Rate, Instalment Amount or
          Redemption Amount is shown hereon, to reduce any such Minimum and/or
          Maximum, (v) to vary any method of, or basis for, calculating the
          Redemption Amount, including the method of calculating the Amortised
          Face Amount, (vi) to vary the currency or currencies of payment or
          denomination of the Notes, (vii) to take any steps that as specified
          hereon may only be taken following approval by an Extraordinary
          Resolution to which the special quorum provisions apply, (viii) to


                                       59
<PAGE>

          modify the provisions concerning the quorum required at any meeting of
          Noteholders or the majority required to pass the Extraordinary
          Resolution or (ix) the sanctioning of any scheme or proposal for the
          exchange or conversion of Notes, in which case the necessary quorum
          shall be one or more persons holding or representing not less than
          two-thirds, or at any adjourned meeting not less than one-third, in
          nominal amount of the Notes for the time being outstanding. Any
          Extraordinary Resolution duly passed shall be binding on Noteholders
          (whether or not they were present at the meeting at which such
          resolution was passed) and on all Couponholders.

          These Conditions may be amended, modified or varied in relation to any
          Series of Notes by the terms of the relevant Pricing Supplement in
          relation to such Series.

(b)       Modification of the Trust Deed

          The Trustee may agree, without the consent of the Noteholders or
          Couponholders, to (i) any modification of any of the provisions of the
          Trust Deed, the Notes or the Coupons that is in the opinion of the
          Trustee, of a formal, minor or technical nature or is made to correct
          a manifest error, and (ii) any other modification (except as mentioned
          in the Trust Deed), and any waiver or authorisation of any breach or
          proposed breach, of any of the provisions of the Trust Deed that is in
          the opinion of the Trustee not materially prejudicial to the interests
          of the Noteholders. Any such modification, authorisation or waiver
          shall be binding on the Noteholders and theCouponholders and, if the
          Trustee so requires, such modification shall be notified to the
          Noteholders as soon as practicable.

(c)       Substitution

          The Trust Deed contains provisions permitting the Trustee to agree,
          subject to such amendment of the Trust Deed and such other conditions
          as the Trustee may require, without the consent of the Noteholders or
          the Couponholders, to the substitution of any other company in place
          of the Issuer or of any previous substituted company as principal
          debtor under the Trust Deed and the Notes and, with the consent of the
          Noteholders by Extraordinary Resolution, to the substitution of any
          other company in place of the Guarantor or of any previous substituted
          company as Guarantor under the Trust Deed and the Notes.

(d)       Entitlement of the Trustee

          In connection with the exercise of its functions (including but not
          limited to those referred to in this Condition) the Trustee shall have
          regard to the interests of the Noteholders as a class and shall not
          have regard to the consequences of such exercise for individual
          Noteholders or Couponholders and the Trustee shall not be entitled to
          require, nor shall any Noteholder or Couponholder be entitled to
          claim, from the Issuer or the Guarantor any indemnification or payment
          in respect of any tax consequence of any such exercise upon individual
          Noteholders or Couponholders.

12.       REPLACEMENT OF NOTES, CERTIFICATES, RECEIPTS, COUPONS AND TALONS

If a Note, Receipt, Coupon or Talon is lost, stolen, mutilated, defaced or
destroyed, it may be replaced, subject to applicable laws, regulations and stock
exchange regulations, at the specified office of the Issuing and Paying Agent or
such other Paying Agent as may from time to time be designated by the Issuer for
the purpose and notice of whose designation is given to Noteholders in
accordance with Condition 16, in each case on payment by the claimant of the


                                       60
<PAGE>

fees and costs incurred in connection therewith and on such terms as to
evidence, security and indemnity (which may provide, inter alia, that if the
allegedly lost, stolen or destroyed Note, Receipt, Coupon or Talon is
subsequently presented for payment or, as the case may be, for exchange for
further Coupons, there shall be paid to the Issuer on demand the amount payable
by the Issuer in respect of such Notes, Receipts, Coupons or further Coupons)
and otherwise as the Issuer may reasonably require. Mutilated or defaced Notes,
Receipts, Coupons or Talons must be surrendered before replacements will be
issued.

13.       FURTHER ISSUES

The Issuer may from time to time without the consent of the Noteholders or
Couponholders create and issue further securities either having the same terms
and conditions as the Notes in all respects (or in all respects except for the
first payment of interest on them) and so that such further issue shall be
consolidated and form a single series with the outstanding securities of any
series (including the Notes) or upon such terms as the Issuer may determine at
the time of their issue. References in these Conditions to the Notes include
(unless the context requires otherwise) any other securities issued pursuant to
this Condition and forming a single series with the Notes. Any further
securities forming a single series with the outstanding securities of any series
(including the Notes) constituted by the Trust Deed or any deed supplemental to
it shall, and any other securities may (with the consent of the Trustee), be
constituted by the Trust Deed. The Trust Deed contains provisions for convening
a single meeting of the Noteholders and the holders of securities of other
series where the Trustee so decides.

14.       ENFORCEMENT

At any time after the Notes become due and payable, the Trustee may, at its
discretion and without further notice, institute such proceedings against the
Issuer as it may think fit to enforce the terms of the Trust Deed, but it need
not take any such proceedings unless (a) it shall have been so directed by an
Extraordinary Resolution or so requested in writing by holders of at least
one-fifth in nominal amount of the Notes outstanding, and (b) it shall have been
indemnified to its satisfaction. No Noteholder, Receiptholder or Couponholder
may proceed directly against the Issuer or the Guarantor unless the Trustee,
having become bound so to proceed fails to do so within a reasonable time and
such failure is continuing.

15.       INDEMNIFICATION OF THE TRUSTEE

The Trust Deed contains provisions for the indemnification of the Trustee and
for its relief from responsibility. The Trustee is entitled to enter into
business transactions with the Issuer or the Guarantor and any entity related to
the Issuer or the Guarantor without accounting for any profit.

16.       NOTICES

Notices to the holders of Notes shall be valid if published in a daily newspaper
of general circulation in London (which is expected to be the Financial Times)
and so long as the Notes are listed on the Luxembourg Stock Exchange and the
rules of such Exchange so require, in a daily newspaper with general circulation
in Luxembourg (which is expected to be the Luxemburger Wort). The Issuer shall
also ensure that notices are duly published in a manner which complies with the
rules and regulations of any other stock exchange on which the Notes are, for
the time being, listed. Any such notice shall be deemed to have been given on
the date of such publication or, if published more than once or on different
dates, on the first date on which publication is made, as provided above.
Couponholders shall be deemed for all purposes to have notice of the contents of
any notice given to the holders of Notes in accordance with this Condition.


                                       61
<PAGE>

17.       GOVERNING LAW AND JURISDICTION

The Trust Deed, the Notes, the Receipts, the Coupons and the Talons are governed
by, and shall be construed in accordance with, English law.


                                       62
<PAGE>

                               THE SECOND SCHEDULE

           FORMS OF GLOBAL AND DEFINITIVE NOTES, RECEIPTS, COUPONS AND
                                     TALONS

                                     PART I

                          FORM OF TEMPORARY GLOBAL NOTE

[ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED
STATES) 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.]1

[THE NOTES CONSTITUTE [COMMERCIAL PAPER/SHORTER TERM DEBT SECURITIES/LONGER TERM
DEBT SECURITIES]2 ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4 OF
THE BANKING ACT 1987. THE ISSUER OF THE NOTES IS NOT AN AUTHORISED INSTITUTION
OR A EUROPEAN AUTHORISED INSTITUTION (AS SUCH TERMS ARE DEFINED IN THE BANKING
ACT 1987 (EXEMPT TRANSACTIONS) REGULATIONS 1997). REPAYMENT OF THE PRINCIPAL AND
PAYMENT OF ANY INTEREST OR PREMIUM IN CONNECTION WITH THE NOTES HAS BEEN
GUARANTEED BY TXU EUROPE LIMITED, WHICH IS NOT AN AUTHORISED INSTITUTION OR A
EUROPEAN AUTHORISED INSTITUTION]3



                           TXU EASTERN FUNDING COMPANY
                                 (THE "ISSUER")
               (incorporated with unlimited liability in England)

                               (Euro)2,000,000,000
                         EURO MEDIUM TERM NOTE PROGRAMME

                  Unconditionally and irrevocably guaranteed by
                               TXU EUROPE LIMITED
                (incorporated with limited liability in England)

                              TEMPORARY GLOBAL NOTE

This Note is a Temporary Global Note in respect of a duly authorised issue of
Notes of the Issuer (the "NOTES") as are specified in the Pricing Supplement
applicable to the Notes (the "PRICING SUPPLEMENT"), a copy of which is annexed
hereto. References herein to the Conditions shall be to the Terms and Conditions
of the Notes as set out in the First Schedule to the Trust Deed (as defined
below) as supplemented, replaced and modified by the Pricing Supplement but, in
the event of any conflict between the provisions of the said Conditions and the


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

1    This legend can be deleted if the Notes have an initial maturity of 365
     days or less.

2    Include "commercial paper" if Notes must be redeemed before their first
     anniversary. Include "shorter term debt securities" if Notes may not be
     redeemed before their first anniversary but must be redeemed before their
     third anniversary. Include "longer term debt securities" if Notes may not
     be redeemed before their third anniversary.

3    This legend is to be included only for Notes (including Notes denominated
     in Sterling) in respect of which the issue proceeds are accepted in the UK.


                                       63
<PAGE>

information in the Pricing Supplement, the Pricing Supplement will prevail.
Words and expressions defined in the Conditions and the Trust Deed shall bear
the same meanings when used in this Global Note. This Global Note is issued
subject to, and with the benefit of, the Conditions and a Trust Deed (such Trust
Deed as modified and/or supplemented and/or restated from time to time, the
"TRUST DEED") dated 15 December 1999 and made between (inter alios) the Issuer
and The Law Debenture Trust Corporation p.l.c. as trustee for the holders of the
Notes.

The Issuer, subject as hereinafter provided and subject to and in accordance
with the Conditions and the Trust Deed, promises to pay to the bearer hereof on
each Instalment Date (if the Notes are repayable in instalments) and on the
Maturity Date and/or on such earlier date(s) as all or any of the Notes
represented by this Global Note may become due and repayable in accordance with
the Conditions and the Trust Deed, the amount payable under the Conditions in
respect of such Notes on each such date and to pay interest (if any) on the
nominal amount of the Notes from time to time represented by this Global Note
calculated and payable as provided in the Conditions and the Trust Deed together
with any other sums payable under the Conditions and the Trust Deed, upon
presentation and, at maturity, surrender of this Global Note at the specified
office of the Issuing and Paying Agent at 5 Carmelite Street, London EC4Y 0PA,
England or such other specified office as may be specified for the purpose in
accordance with the Conditions or at the specified office of any of the other
Paying Agents located outside the United States, its territories and possessions
(except as provided in the Conditions) from time to time appointed by the Issuer
in respect of the Notes. On any redemption or payment of any instalment or
interest being made in respect of, or purchase and cancellation of, any of the
Notes represented by this Global Note details of such redemption, payment,
purchase and cancellation (as the case may be) shall be entered by or on behalf
of the Issuer in Schedule One hereto and the relevant space in Schedule One
hereto recording any such redemption, payment, purchase and cancellation (as the
case may be) shall be signed by or on behalf of the Issuer. Upon any such
redemption, payment of an instalment, purchase and cancellation the nominal
amount of this Global Note and the Notes represented by this Global Note shall
be reduced by the nominal amount of such Notes so redeemed or purchased and
cancelled or the amount of such instalment. The nominal amount from time to time
of this Global Note and of the Notes represented by this Global Note following
any such redemption, payment of an instalment, purchase and cancellation as
aforesaid or any exchange as referred to below shall be the nominal amount most
recently entered in the relevant column in Part II, III, or IV of Schedule One
hereto or in Schedule Two hereto.

Payments of principal and interest (if any) due prior to the Exchange Date (as
defined below) will only be made to the bearer hereof to the extent that there
is presented to the Issuing and Paying Agent by Cedelbank or Morgan Guaranty
Trust Company of New York, Brussels office, as operator of the Euroclear System
("EUROCLEAR") a certificate in or substantially in the form set out in Part VII
of the Second Schedule to the Trust Deed to the effect that it has received from
or in respect of a person entitled to a particular nominal amount of the Notes
represented by this Global Note (as shown by its records) a certificate in or
substantially in the form of Certificate "A" as set out in Part VII of the
Second Schedule to the Trust Deed. The bearer of this Global Note will not
(unless upon due presentation of this Global Note for exchange, delivery of the
appropriate number of Definitive Notes (together, if applicable, with the
Receipts, Coupons and Talons appertaining thereto in or substantially in the
forms set out in Parts III, IV, V and VI of the Second Schedule to the Trust
Deed) or, as the case may be, issue and delivery (or, as the case may be,
endorsement) of the Permanent Global Note is improperly withheld or refused and
such withholding or refusal is continuing at the relevant payment date) be
entitled to receive any payment hereon due on or after the Exchange Date


                                       64
<PAGE>

On or after the date (the "EXCHANGE DATE") which is the later of (i) 40 days
after the Issue Date and (ii) the expiry of the applicable Distribution
Compliance Period (as defined in the Trust Deed), this Global Note may be
exchange (free of charge) in whole or in part for, as specified in the Pricing
Supplement, either Definitive Notes and (if applicable) Receipts, Coupons and/or
Talons (on the basis that all the appropriate details have been included on the
face of such Definitive Notes and (if applicable) Receipts, Coupons and/or
Talons and the relevant information supplementing, replacing or modifying the
Conditions appearing in the Pricing Supplement has been endorsed on or attached
to such Definitive Notes) or a Permanent Global Note in or substantially in the
form set out in Part II of the Second Schedule to the Trust Deed (together with
the Pricing Supplement attached thereto) upon notice being given by Euroclear
and/or Cedelbank acting on the instructions of any holder of an interest in this
Global Note and subject, in the case of Definitive Notes, to such notice period
as is specified in the Pricing Supplement. If Definitive Notes and (if
applicable) Receipts, Coupons and/or Talons have already been issued in exchange
for all the Notes represented for the time being by the Permanent Global Note,
then this Global Note may only thereafter be exchanged for Definitive Notes and
(if applicable) Receipts, Coupons and/or Talons pursuant to the terms hereof.
Presentation of this Global Note for exchange shall be made by the bearer hereof
on any day (other than a Saturday or Sunday) on which banks are open for
business in London at the office of the Issuing and Paying Agent specified
above. The Issuer shall procure that Definitive Notes or (as the case may be)
the Permanent Global Note shall be so issued and delivered in exchange for only
that portion of this Global Note in respect of which there shall have been
presented to the Issuing and Paying Agent by Euroclear or Cedelbank a
certificate in or substantially in the form set out in Part VII of the Second
Schedule to the Trust Deed to the effect that it has received from or in respect
of a person entitled to a particular nominal amount of the Notes represented by
this Global Note (as shown by its records) a certificate in or substantially in
the form of Certificate "A" as set out in Part VII of the Second Schedule to the
Trust Deed. On an exchange of the whole of this Global Note, this Global Note
shall be surrendered to the Issuing and Paying Agent. On an exchange of part
only of this Global Note, details of such exchange shall be entered by or on
behalf of the Issuer in Schedule Two hereto and the relevant space in Schedule
Two hereto recording such exchange shall be signed by or on behalf of the
Issuer, whereupon the nominal amount of this Global Note and the Notes
represented by this Global Note shall be reduced by the nominal amount of this
Global Note so exchanged. On any exchange of this Global Note for a Permanent
Global Note, details of such exchange shall be entered by or on behalf of the
Issuer in Schedule Two to the Permanent Global Note and the relevant space in
Schedule Two thereto recording such exchange shall be signed by or on behalf of
the Issuer.

Until the exchange of the whole of this Global Note as aforesaid, the bearer
hereof shall (subject as provided in the next paragraph) in all respects (except
as otherwise provided herein) be entitled to the same benefits as if he were the
bearer of Definitive Notes and the relative Receipts, Coupons and/or Talons (if
any) in the form(s) set out in Parts III, IV, V and VI (as applicable) of the
Second Schedule to the Trust Deed.

For so long as this Temporary Global Note is held on behalf of Euroclear or
Cedelbank, or any other clearing system as shall have been approved by the
Trustee (the "ALTERNATIVE CLEARING SYSTEM"), notices required to be given to
Holders may be given by their being delivered to Euroclear and Cedelbank or, as
the case may be, the Alternative Clearing System, rather than by publication as
required by the Conditions, except that, so long as the Notes are listed on the
Luxembourg Stock Exchange and the rules of that Exchange so require, notices
shall also be published in a leading newspaper having general circulation in
Luxembourg (which is expected to be the Luxemburger Wort).


                                       65
<PAGE>

Each person (other than Euroclear or Cedelbank) who is for the time being shown
in the records of Euroclear or Cedelbank as the holder of a particular nominal
amount of the Notes represented by this Global Note (in which regard any
certificate or other document issued by Euroclear or Cedelbank as to the nominal
amount of such Notes standing to the account of any person shall be conclusive
and binding for all purposes save in the case of manifest error) shall be
treated by the Issuer, the Trustee, the Issuing and Paying Agent and any other
Paying Agent as the holder of such nominal amount of such Notes for all purposes
other than with respect to the payment of principal and interest on such nominal
amount of such Notes, the right to which shall be vested, as against the Issuer,
solely in the bearer of this Global Note in accordance with and subject to the
terms of this Global Note and the Trust Deed.

This Global Note is governed by, and shall be construed in accordance with,
English law and the Issuer submits to the jurisdiction of the English courts for
all purposes in connection with this Global Note.

This Global Note shall not be valid unless authenticated by Citibank, N.A.,
London office, as Issuing and Paying Agent.

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

Issued as of ..........................

TXU EASTERN FUNDING COMPANY

By:      ..............................

         DULY AUTHORISED

Authenticated by
Citibank, N.A.
as Issuing and Paying Agent.


By:      ..............................

         AUTHORISED OFFICER


                                       66
<PAGE>

                                  SCHEDULE ONE

                                     PART I

                                INTEREST PAYMENTS

Date made   Interest Payment   Total amount of   Amount of      Confirmation of
            Date               interest payable  interest paid  payment by or on
                                                                behalf of the
                                                                Issuer


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       67
<PAGE>

                                     PART II

                          PAYMENT OF INSTALMENT AMOUNTS

Date made    Total amount of   Amount of       Remaining        Confirmation of
             Instalment        Instalment      nominal amount   payment by or on
             Amounts payable   Amounts paid    of this Global   behalf of the
                                               Note following   Issuer
                                               such payment*


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       68
<PAGE>

                                    PART III

                                   REDEMPTIONS

Date made    Total amount of   Amount of       Remaining        Confirmation of
             principal payable principal paid  nominal amount   redemption by or
                                               of this Global   on behalf of the
                                               Note following   Issuer
                                               such redemption*


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


* See most recent entry in Part II, III or IV or Schedule Two in order to
  determine this amount.

* See most recent entry in Part II, III or IV or Schedule Two in order to
  determine this amount.


                                       69
<PAGE>

                                     PART IV

                           PURCHASE AND CANCELLATIONS

Date made      Part of nominal        Remaining nominal       Confirmation of
               amount of this Global  amount of this Global   purchase and
               Note purchased and     Note following such     cancellation by or
               cancelled              purchase and            on behalf of the
                                      cancellation*           Issuer


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       70
<PAGE>

                                  SCHEDULE TWO

                                    EXCHANGES
                  FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE

   THE FOLLOWING EXCHANGES OF A PART OF THIS GLOBAL NOTE FOR DEFINITIVE NOTES
              OR A PART OF A PERMANENT GLOBAL NOTE HAVE BEEN MADE:

Date made      Nominal amount of      Remaining nominal      Notation made by or
               this Global Note       amount of this Global  on behalf of the
               exchanged for          Note following such    Issuer
               Definitive Notes or a  exchange*
               part of a Permanent
               Global Note


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


* See most recent entry in Part II, III or IV or Schedule Two in order to
  determine this amount.


                                       71
<PAGE>

                                     PART II

                          FORM OF PERMANENT GLOBAL NOTE

[ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED
STATES) 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.]4

[THE NOTES CONSTITUTE [COMMERCIAL PAPER/SHORTER TERM DEBT SECURITIES/LONGER TERM
DEBT SECURITIES]5 ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4 OF
THE BANKING ACT 1987. THE ISSUER OF THIS NOTE IS NOT AN AUTHORISED INSTITUTION
OR A EUROPEAN AUTHORISED INSTITUTION (AS SUCH TERMS ARE DEFINED IN THE BANKING
ACT 1987 (EXEMPT TRANSACTIONS) REGULATIONS 1997). REPAYMENT OF THE PRINCIPAL AND
PAYMENT OF ANY INTEREST OR PREMIUM IN CONNECTION WITH THIS NOTICE HAS BEEN
GUARANTEED BY TXU EUROPE LIMITED WHICH IS NOT AN AUTHORISED INSTITUTION OR A
EUROPEAN AUTHORISED INSTITUTION]6

                           TXU EASTERN FUNDING COMPANY
                                 (THE "ISSUER")
               (incorporated with unlimited liability in England)


                               (Euro)2,000,000,000
                         EURO MEDIUM TERM NOTE PROGRAMME

                  Unconditionally and irrevocably guaranteed by
                               TXU EUROPE LIMITED
                (incorporated with limited liability in England)3


                              PERMANENT GLOBAL NOTE

This Note is a Permanent Global Note in respect of a duly authorised issue of
Notes of the Issuer (the "NOTES") as are specified in the Pricing Supplement
applicable to the Notes (the "PRICING SUPPLEMENT"), a copy of which is annexed
hereto. References herein to the Conditions shall be to the Terms and Conditions
of the Notes as set out in the First Schedule to the Trust Deed (as defined
below) as supplemented, replaced and modified by the Pricing Supplement but, in
the event of any conflict between the provisions of the said Conditions and the
information in the Pricing Supplement, the Pricing Supplement will prevail.
Words and expressions defined in the Conditions shall bear the same meanings
when used in this Global Note. This Global Note is issued subject to, and with
the benefit of, the Conditions and a Trust Deed (such Trust Deed as modified
and/or supplemented and/or restated from time to time, the "TRUST DEED") dated


--------------------------------------------------------------------------------
* See most recent entry in Part II, III or IV of Schedule One or in this
  Schedule Two in order to determine this amount.

4    This legend can be deleted if the Notes have an initial maturity of 365
     days or less.

5    Include "commercial paper" if Notes must be redeemed before their first
     anniversary. Include "shorter term debt securities if Notes may not be
     redeemed before their first anniversary but must be redeemed before their
     third anniversary. include "longer term debt securities" if Notes may not
     be redeemed before their third anniversary.

6    This legend is to be included only for Notes (including Notes denominated
     in Sterling) in respect of which the issue proceeds are accepted in the UK.


                                       72
<PAGE>

15 December 1999 and made between (inter alios) the Issuer and The Law Debenture
Trust Corporation p.l.c. as trustee for the holders of the Notes.

The Issuer, subject to and in accordance with the Conditions and the Trust Deed,
promises to pay to the bearer hereof on each Instalment Date (if the Notes are
repayable in instalments) and on the Maturity Date and/or on such earlier
date(s) as all or any of the Notes represented by this Global Note may become
due and repayable in accordance with the Conditions and the Trust Deed, the
amount payable under the Conditions in respect of such Notes on each such date
and to pay interest (if any) on the nominal amount of the Notes from time to
time represented by this Global Note calculated and payable as provided in the
Conditions and the Trust Deed together with any other sums payable under the
Conditions and the Trust Deed, upon presentation and, at maturity, surrender of
this Global Note at the specified office of the Issuing and Paying Agent at 5
Carmelite Street, London EC4Y 0PA, England or such other specified office as may
be specified for this purpose in accordance with the Conditions or at the
specified office of any of the other Paying Agents located outside the United
States, its territories and possessions (except as provided in the Conditions)
from time to time appointed by the Issuer in respect of the Notes. On any
redemption or payment of an instalment or interest being made in respect of, or
purchase and cancellation of, any of the Notes represented by this Global Note
details of such redemption, payment, purchase and cancellation (as the case may
be) shall be entered by or on behalf of the Issuer in Schedule One hereto and
the relevant space in Schedule One hereto recording any such redemption,
payment, purchase and cancellation (as the case may be) shall be signed by or on
behalf of the Issuer. Upon any such redemption, payment of an instalment,
purchase and cancellation the nominal amount of this Global Note and the Notes
represented by this Global Note shall be reduced by the nominal amount of such
Notes so redeemed or purchased and cancelled or the amount of such instalment.
The nominal amount from time to time of this Global Note and of the Notes
represented by this Global Note following any such redemption, payment of an
instalment, purchase and cancellation as aforesaid or any exchange as referred
to below shall be the nominal amount most recently entered in the relevant
column in Part II, III or IV of Schedule One hereto or in Schedule Two hereto.

[On any exchange of the Temporary Global Note issued in respect of the Notes for
this Global Note or any part hereof, details of such exchange shall be entered
by or on behalf of the Issuer in Schedule Two hereto and the relevant space in
Schedule Two hereto recording such exchange shall be signed by or on behalf of
the Issuer, whereupon the nominal amount of this Global Note and the Notes
represented by this Global Note shall be increased by the nominal amount of the
Temporary Global Note so exchanged.]7

[Upon any further Tranche of Notes of this Series being issued, details of such
increase in the size of the Series shall be entered by or on behalf of the
Issuer in Schedule Two hereto and the relevant space in Schedule Two hereto
recording such increase shall be signed by or on behalf of the Issuer, whereupon
the nominal amount of this Global Note and the Notes represented by this Global
Note shall be increased by the nominal amount of such further Tranche.]8

This Global Note may be exchanged (free of charge) in whole, but not in part,
for Definitive Notes and (if applicable) Receipts, Coupons and/or Talons in or
substantially in the forms set out in Parts III, IV, V and VI of the Second
Schedule to the Trust Deed (on the basis that all the appropriate details have
been included on the face of such Definitive Notes and (if applicable) Receipts,
Coupons and/or Talons and the relevant information supplementing, replacing or


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

7    Delete where the issue is made in accordance with TEFRA C.

8    Delete where the issue is made in accordance with TEFRA D.


                                       73
<PAGE>

modifying the Conditions appearing in the Pricing Supplement has been endorsed
on or attached to such Definitive Notes) either, as specified in the applicable
Pricing Supplement.

(i)       upon not less than 60 days' written notice being given to the Issuing
          and Paying Agent by Morgan Guaranty Trust Company of New York,
          Brussels office, as operator of the Euroclear System ("EUROCLEAR")
          and/or Cedelbank, (acting on the instructions of any holder of an
          interest in this Global Note); or

(ii)      upon the occurrence of an Exchange Event.

          An "EXCHANGE EVENT" means:

          (1)  an Event of Default has occurred and is continuing;

          (2)  the Issuer has been notified that either Euroclear or Cedelbank
               has been closed for business for a continuous period of 14 days
               (other than by reason of holiday, statutory or otherwise) or has
               announced an intention permanently to cease business or has in
               fact done so and no alternative clearing system satisfactory to
               the Trustee is available; or

          (3)  the Issuer has or will become obliged to pay additional amounts
               as provided for or referred to in Condition 8 which would not be
               required were the Notes in definitive form.

If this Global Note is exchangeable following the occurrence of an Exchange
Event:

          (i)  the Issuer will promptly give notice to Noteholders in accordance
               with Condition 16 upon the occurrence of such Exchange Event; and

          (ii) Euroclear and/or Cedelbank (acting on the instructions of any
               holder of an interest in this Global Note) or the Trustee may
               give notice to the Issuing and Paying Agent requesting exchange
               and, in the event of the occurrence of an Exchange Event as
               described in (3) above, the Issuer may also give notice to the
               Issuing and Paying Agent requesting exchange. Any such exchange
               shall occur on a date specified in the notice not more than 60
               days after the date of receipt of the first relevant notice by
               the Issuing and Paying Agent.

The first notice requesting exchange in accordance with the above provisions
shall give rise to the issue of Definitive Notes for the total nominal amount of
Notes represented by this Global Note.

Any such exchange as aforesaid will be made upon presentation of this Global
Note by the bearer hereof on any day (other than a Saturday or Sunday) on which
banks are open for business in London at the office of the Issuing and Paying
Agent specified above.

The aggregate nominal amount of Definitive Notes issued upon an exchange of this
Global Note will be equal to the aggregate nominal amount of this Global Note.
Upon exchange of this Global Note for Definitive Notes, the Issuing and Paying
Agent shall cancel it or procure that it is cancelled.

Until the exchange of the whole of this Global Note as aforesaid, the bearer
hereof shall (subject as provided in the next paragraph) in all respects be
entitled to the same benefits as if he were the bearer of Definitive Notes and
the relative Receipts, Coupons and/or Talons (if any) in the form(s) set out in


                                       74
<PAGE>

Parts III, IV, V and VI (as applicable) of the Second Schedule of the Trust
Deed.

Each person (other than Euroclear or Cedelbank) who is for the time being shown
in the records of Euroclear or Cedelbank as the holder of a particular nominal
amount of the Notes represented by this Global Note (in which regard any
certificate or other document issued by Euroclear or Cedelbank as to the nominal
amount of such Notes standing to the account of any person shall be conclusive
and binding for all purposes save in the case of manifest error) shall be
treated by the Issuer, the Trustee, the Issuing and Paying Agent and any other
Paying Agent as the holder of such nominal amount of such Notes for all purposes
other than with respect to the payment of principal and interest on such nominal
amount of such Notes, the right to which shall be vested, as against the Issuer,
solely in the bearer of this Global Note in accordance with and subject to the
terms of this Global Note and the Trust Deed.

For so long as this Permanent Global Note is held on behalf of Euroclear or
Cedelbank, or any other clearing system as shall have been approved by the
Trustee (the "ALTERNATIVE CLEARING SYSTEM"), notices required to be given to
Holders may be given by their being delivered to Euroclear and Cedelbank or, as
the case may be, the Alternative Clearing System, rather than by publication as
required by the Conditions, except that, so long as the Notes are listed on the
Luxembourg Stock Exchange and the rules of that Exchange so require, notices
shall also be published in a leading newspaper having general circulation in
Luxembourg (which is expected to be the Luxemburger Wort).

This Global Note is governed by, and shall be construed in accordance with,
English law and the issuer submits to the jurisdiction of the English courts for
all purposes in connection with this Global Note.

This Global Note shall not be valid unless authenticated by Citibank, N.A., as
Issuing and Paying Agent.

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

Issued as of...........................

TXU EASTERN FUNDING COMPANY


By:....................................
         DULY AUTHORISED


Authenticated by
Citibank, N.A.
as Issuing and Paying Agent


By:....................................
         AUTHORISED OFFICER


                                       75
<PAGE>

                                  SCHEDULE ONE

                                     PART I

                                INTEREST PAYMENTS

                                                                Confirmation of
                                                                payment by or on
            Interest Payment  Total amount of    Amount of      behalf of the
Date made   Date              interest payable   interest paid  Issuer


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       76
<PAGE>

                                     PART II

                          PAYMENT OF INSTALMENT AMOUNTS

                                               Remaining
                                               nominal amount   Confirmation of
             Total amount of   Amount of       of this Global   payment by or on
             Instalment        Instalment      Note following   behalf of the
Date made    Amounts payable   Amounts paid    such payment*    Issuer


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


* See most recent entry in Part II, III or IV or Schedule Two in order to
  determine this amount.


                                       77
<PAGE>

                                    PART III

                                   REDEMPTION

                                               Remaining
                                               nominal amount   Confirmation of
                                               of this Global   redemption by or
            Total amount of    Amount of       Note following   on behalf of the
Date made   principal payable  principal paid  such redemption* Issuer


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


* See most recent entry in Part II, III or IV or Schedule Two in order to
  determine this amount.


                                       78
<PAGE>

                                     PART IV

                           PURCHASES AND CANCELLATIONS

                                      Remaining nominal      Confirmation of
               Part of nominal        amount of this Global  purchase and
               amount of this Global  Note following such    cancellation by or
               Note purchased and     purchase and           on behalf of the
Date made      cancelled              cancellation*          Issuer


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


* See most recent entry in Part II, III or IV or Schedule Two in order to
  determine this amount.


                                       79
<PAGE>

<TABLE>
<CAPTION>
                                  SCHEDULE TWO

                           [EXCHANGES]1 [INCREASES]2
                  FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE
<S>          <C>                  <C>                   <C>                 <C>
             [Nominal amount of   [Amount of increase   Nominal amount of   Notation made by
             Temporary Global     in nominal amount     this Global Note    or on behalf of the
             Note exchanged for   of this Global Note   following such      Issuer
             this Global Note]1   following issue of    [exchange]1
                                  further Tranche]2     [increase]2
Date made


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

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

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

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

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

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

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

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

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

-----------  ------------------   -------------------   -----------------   -------------------
  -----             ---                   ---                  ---                 ----
</TABLE>


-----------------------------
1    Delete where the issue is made in accordance with TEFRA C.


                                       80
<PAGE>

                                    PART III

                             FORM OF DEFINITIVE NOTE

[ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED
STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE
UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTION
S165(J) AND 1287(A) OF THE INTERNAL REVENUE CODE.]3

[THE NOTES CONSTITUTE [COMMERCIAL PAPER/SHORTER TERM DEBT SECURITIES/LONGER TERM
DEBT SECURITY]4 ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4 OF
THE BANKING ACT 1987. THE ISSUER OF THIS NOTE IS NOT AN AUTHORISED INSTITUTION
OR A EUROPEAN AUTHORISED INSTITUTION (AS SUCH TERMS ARE DEFINED IN THE BANKING
ACT 1987 (EXEMPT TRANSACTIONS) REGULATIONS 1997). REPAYMENT OF THE PRINCIPAL AND
PAYMENT OF ANY INTEREST OR PREMIUM IN CONNECTION WITH THIS NOTE HAS BEEN
GUARANTEED BY TXU EUROPE LIMITED, WHICH IS NOT AN AUTHORISED INSTITUTION OR A
EUROPEAN AUTHORISED INSTITUTION].5

                           TXU EASTERN FUNDING COMPANY
                                 (THE "ISSUER")
               (incorporated with unlimited liability in England)

                               (Euro)2,000,000,000
                         EURO MEDIUM TERM NOTE PROGRAMME

                  Unconditionally and irrevocably guaranteed by
                               TXU EUROPE LIMITED
                (incorporated with limited liability in England)

               [SPECIFIED CURRENCY AND NOMINAL AMOUNT OF TRANCHE]
                                    NOTES DUE
                               [YEAR OF MATURITY]

This Note is one of a Series of Notes referred to above each of the Issuer
("NOTES"). References herein to the Conditions shall be to the Terms and
Conditions [endorsed hereon/set out in the First Schedule to the Trust Deed (as
defined below) which shall be incorporated by reference herein and have effect
as if set out herein] as supplemented, replaced and modified by the relevant
information (appearing in the Pricing Supplement (the "PRICING SUPPLEMENT"))
endorsed hereon but, in the event of any conflict between the provisions of the
said Conditions and such information in the Pricing Supplement, such information
will prevail. Words and expressions defined in the Conditions shall bear the
same meanings when used in this Note. This Note is issued subject to, and with
the benefit of, the Conditions and a Trust Deed (such Trust Deed as modified


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

2    Delete where the issue is made in accordance with TEFRA D.

3    This legend can be deleted if the Notes have an initial maturity of 365
     days or less.

4    Include "commercial paper" if Notes must be redeemed before their first
     anniversary. Include "shorter term debt securities" if Notes may not be
     deemed before their first anniversary but must be redeemed before their
     third anniversary. Include "longer term debt securities" if Notes may not
     redeemed before their third anniversary.

5    This legend is to be included only for Notes (including Notes denominated
     in Sterling) in respect of which the issue proceeds are accepted in the UK.


                                       81
<PAGE>

and/or supplemented and/or restated from time to time, the "TRUST DEED") dated
15 December 1999 and made between (inter alia) the Issuer and The Law Debenture
Trust Corporation p.l.c. as trustee for the holders of the Notes.

The Issuer, subject to and in accordance with the Conditions and the Trust Deed,
promises to pay to the bearer hereof on [each Instalment Date and]the Maturity
Date or on such earlier date as this Note may become due and repayable in
accordance with the Conditions and the Trust Deed, the amount payable on
redemption of this Note and to pay interest (if any) on the nominal amount of
this Note calculated and payable as provided in the Conditions and the Trust
Deed together with any other sums payable under the Conditions and the Trust
Deed.

This Note shall not be valid unless authenticated by Citibank, N.A. as Issuing
and Paying Agent.

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

Issued as of ..........................

TXU EASTERN FUNDING COMPANY



By: ...................................
                DULY AUTHORISED

Authenticated by
Citibank, N.A.
as Issuing and Paying Agent.

By: ...................................
                AUTHORISED OFFICER


                                       82
<PAGE>

                                  [CONDITIONS]


[Conditions to be set out in the First Schedule to this Trust Deed or such other
form as may be agreed between the Issuer, the Issuing and Paying Agent, the
Trustee and the relevant Dealer(s), but shall not be endorsed if not required by
the relevant Stock Exchange]


                                       83
<PAGE>

                               PRICING SUPPLEMENT


[Here to be set out the text of the relevant information supplementing,
replacing or modifying the Conditions which appears in the Pricing Supplement
relating to the Notes]


                                       84
<PAGE>

                                     PART IV

                                 FORM OF RECEIPT

                           TXU EASTERN FUNDING COMPANY

                    [CURRENCY AND NOMINAL AMOUNT OF TRANCHE]
                                    NOTES DUE
                               [YEAR OF MATURITY]

                                 SERIES NO. [ ]



Receipt for the sum of [ ] being the instalment of principal payable in
accordance with the Terms and Conditions applicable to the Notes to which this
Receipt appertains (the "CONDITIONS") on [ ].

This Receipt is issued subject to and in accordance with the Conditions which
shall be binding upon the holder of this Receipt (whether or not it is for the
time being attached to such Note) and is payable at the specified office of any
of the Paying Agents set out on the reverse of the Note to which this Receipt
appertains (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 Noteholders).

This Receipt must be presented for payment together with this Note to which it
appertains. The Issuer shall have no obligation in respect of any Receipt
presented without the Note to which it appertains or any unmatured Receipts.

ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED
STATES) 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.


                                       85
<PAGE>

                                     PART V

                                 FORM OF COUPON

On the front:

                           TXU EASTERN FUNDING COMPANY


                    [CURRENCY AND NOMINAL AMOUNT OF TRANCHE]
                                    NOTES DUE
                               [YEAR OF MATURITY]

                                 SERIES NO. [ ]

[Coupon appertaining to a Note in the denomination of [Currency and
Denomination]].6

                                     PART A

[FOR FIXED RATE NOTES:

This Coupon is payable to bearer, separately      Coupon for
negotiable and subject to the Terms and           [        ]
Conditions of the said Notes.                     due on [        ],[        ]]

                                     PART B

[FOR FLOATING RATE NOTES OR VARIABLE INTEREST NOTES:

Coupon for the amount due in accordance with the Terms and Conditions endorsed
on, attached to or incorporated by reference into the said Notes on [the
Interest Payment Date falling in [ ] [ ]/ [ ]].

This Coupon is payable to the bearer, separately negotiable and subject to such
Terms and Conditions, under which it may become void before its due date.]

7[ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE
UNITED STATES) 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.]


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

6    Delete where the Notes are all of the same denomination.

7    Only for Coupons relating to Notes with a maturity of 365 days or more.


                                       86
<PAGE>

                                     PART VI

                                  FORM OF TALON

On the front:

                           TXU EASTERN FUNDING COMPANY

                    [CURRENCY AND NOMINAL AMOUNT OF TRANCHE]
                                    NOTES DUE
                               [YEAR OF MATURITY]

                                 SERIES NO. [ ]

[Talon appertaining to a Note in the denominations of [Currency and
Denomination]]1.

On and after [ ] further Coupons [and a further Talon]2 appertaining to the Note
to which this Talon appertains 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 Noteholders) upon production and surrender of this
Talon.

This Talon may, in certain circumstances, become void under the Terms and
Conditions endorsed on the Note to which this Talon appertains.

ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED
STATES) 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.


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

1    Delete where the Notes are all of the same denomination.

2    Not required on last Coupon Sheet.


                                       87
<PAGE>

On the back of Receipts, Coupons and Talons:


                            ISSUING AND PAYING AGENT

                                 CITIBANK, N.A.
                               5 Carmelite Street
                                 London EC4Y 0PA

                                  PAYING AGENT

                         KREDIETBANK SA LUXEMBOURGEOISE
                           43, Boulevard Royal L-2955
                                   Luxembourg


                                       88
<PAGE>

                                    PART VII

                     FORM OF CERTIFICATE TO BE PRESENTED BY
                             EUROCLEAR OR CEDELBANK

                           TXU EASTERN FUNDING COMPANY

               (Euro)2,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME

                               (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 nominal
amount set forth below (our "Member Organisations") substantially to the effect
set forth in the temporary Global Note representing the Securities, as of the
date hereof, [ ] nominal 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 Sections 1.165-12(c)(l)(v) ("financial institutions")
purchasing their own account 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 distribution
compliance 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 temporary Global Note representing
the Securities.

We further certify that (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 Note 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.


                                       89
<PAGE>

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 or official
enquiries 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 or enquiries.

          Dated:              , 200[ ]14

          Yours faithfully,

          [Morgan Guaranty Trust
          Company of New York,
          Brussels office,
          as operator of the Euroclear
          System]

          or

          [Cedelbank]

          By:...............................


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

14   To be dated no earlier than the date to which this certification relates,
     namely (a) the payment date or (b) the Exchange Date.


                                       90
<PAGE>

                                 CERTIFICATE "A"

                           TXU EASTERN FUNDING COMPANY

               (Euro)2,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME


                               (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 Sates 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 Sates 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 distribution
compliance period (as defined in the U.S. Treasury Regulations Section
1.163-5(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 to further certify
that such financial institution has 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)(2) 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, the Securities are
beneficially owned by (a) non-U.S. person(s) who purchased the Securities in
transactions which did not require registration under the Act. 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.

This certification excepts and does not relate to [ ] 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 of any right or collection of any interest) cannot be made until we do
so certify.


                                       91
<PAGE>

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 or official
enquiries 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 or enquiries.

Dated:                     , 200[ ]15

Name of person making certification

By:....................................


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

15   To be dated no earlier than the fifteenth day prior to the date to which
     this certification relates, namely (a) the payment date or (b) the Exchange
     Date.


                                       92
<PAGE>

                               THE THIRD SCHEDULE

                      PROVISIONS FOR MEETING OF NOTEHOLDERS

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 Notes (whether in definitive form
                    or represented by a Global Note and not being Notes 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 or blocked in an account with a clearing system and
                    that no such Notes will cease to be so deposited or held or
                    blocked 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 Notes 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 Notes (whether in definitive form or
                    represented by a Global Note and not being Notes 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 or blocked in an account with a clearing
                    system and that no such Notes will cease to be so deposited
                    or held or blocked until the first to occur of:

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

                    (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 Note which is to be released or (as the case
                         may require) the Note or Notes ceasing with the
                         agreement of the Paying Agent to be held to its order


                                       93
<PAGE>

                         or under its control or so blocked 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;

               (b)  it is certified that each holder of such Notes or a duly
                    authorised agent on his behalf has instructed such Paying
                    Agent that the vote(s) attributable to the Note or Notes so
                    deposited or held or blocked 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 conclusion or
                    adjournment thereof neither revocable nor capable of
                    amendment;

               (c)  the aggregate principal amount of the Notes so deposited or
                    held or blocked 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 there 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
                    Notes 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;

          (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; and

     (B)  A holder of a Note (whether in definitive form or represented by a
          Global Note) may obtain a voting certificate in respect of such Note
          from a Paying Agent or require a Paying Agent to issue a block voting
          instruction in respect of such Note by depositing such Note with such
          Paying Agent or (to the satisfaction of such Paying Agent) by such


                                       94
<PAGE>

          Note being held to its order or under its control or being blocked in
          an account with a clearing system, 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 (A)(i)(a) or (A)(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 (A)(ii)(b) above.
          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 Noteholders be deemed to be
          the holder of the Notes to which such voting certificate or block
          voting instruction relates and the Paying Agent with which such Notes
          have been deposited or the person holding the same to the order or
          under the control of such Paying Agent or the clearing system in which
          such Notes have been blocked shall be deemed for such purposes not be
          the holder of those Notes.

2         The Issuer, the Guarantor or the Trustee may at any time and the
          Issuer shall upon a requisition in writing in the English language
          signed by the holders of not less than one-tenth in nominal amount of
          the Notes for the time being outstanding convene a meeting of the
          Noteholders 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 of the
          Notes prior to any meeting of such holders in the manner provided by
          Condition 16. 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 Notes 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 or blocked in an account with a clearing system for the
          purpose of obtaining voting certificates or appointing proxies. 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).

4         A person (who may but need not be a Noteholder) 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 Noteholders present shall choose one
          of their number to be Chairman, failing which the Issuer may appoint a
          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 Definitive
          Notes or voting certificates or being proxies and holding or
          representing in the aggregate not less than one-tenth of the nominal
          amount of the Notes 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


                                       95
<PAGE>

          holding Definitive Notes or voting certificates or being proxies
          holding or representing in the aggregate a clear majority in nominal
          amount of the Notes 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 19.2(b), only be
          capable of being effected after having been approved by Extraordinary
          Resolution) namely:

          (i)  to postpone the maturity of redemption of the Notes, any
               Instalment Date or any date for payment of any interest or
               Interest Amount on the Notes;

          (ii) to reduce or cancel the principal amount of, or any Instalment
               Amount of, or any premium payable on redemption of, the Notes;

          (iii) to reduce the rate or rates of interest in respect of the Notes
               or to vary the method or basis of calculating the rate or rates
               or amount of interest or the basis for calculating any Interest
               Amount in respect of the Notes;

          (iv) if a Minimum and/or a Maximum Interest Rate, Instalment Amount or
               Redemption Amount relates to the Notes, to reduce any such
               Minimum and/or Maximum;

          (v)  to vary any method of, or basis for, calculating the Redemption
               Amount, including the method of calculating the Amortised Face
               Amount;

          (vi) to vary the currency or currencies of payment or denomination of
               the Notes;

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

          (viii) alteration of the quorum required at any meeting of Noteholders
               or the majority required to pass an Extraordinary Resolution; and

          (ix) the sanctioning of any such scheme or proposal as is described in
               paragraph 18(i) below;


          the quorum shall be one or more persons present holding Definitive
          Notes or voting certificates or being proxies and holding or
          representing in the aggregate not less than two-thirds of the nominal
          amount of the Notes 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 Noteholders 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 13 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 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, them, subject and without prejudice to the
          transaction of the business (if any) for which a quorum is present,


                                       96
<PAGE>

          the Chairman may either (with the approval of the Trustee) dissolve
          such meeting or adjourn the same for such period, being not less than
          13 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
          Definitive Notes of the relevant one or more Series or voting
          certificates or being proxies (whatever the nominal amount of the
          Notes so held or represented by them) shall (subject as provided
          below) form a quorum and shall 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
          Definitive Notes or voting certificates or being proxies and holding
          or representing in the aggregate not less than one-third of the
          nominal amount of the Notes 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 Noteholder 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 Definitive
          Note of the relevant Series or a voting certificate or being a proxy
          (whatever the nominal amount of the Notes 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 poll 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.


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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 any director, officer or employee of a
          corporation being a trustee of these presents and any director or
          officer of the Issuer or, as the case may be, the Guarantor and its or
          their lawyers 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 Noteholders or join with
          others in requesting the convening of such a meeting or to exercise
          the rights conferred on Noteholders by Condition 10 unless he either
          produces the Definitive Note or Definitive Notes of which he is the
          holder or a voting certificate or is a proxy. No person shall be
          entitled to vote at any meeting in respect of Notes held by, for the
          benefit of, or on behalf of, the Issuer, the Guarantor , any
          Subsidiary or holding company of the Issuer or 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 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 Definitive Note or voting certificate or is a proxy
               shall have one vote; and

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


          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.

15        The proxies named in any block voting instruction or form of proxy
          need not be Noteholders.

16        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 shall be deposited by the
          relevant Paying Agent 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
          instruction propose to vote and in default the block voting
          instruction 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 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.

17        Any vote given in accordance with the terms of a block voting
          instruction shall be valid notwithstanding the previous revocation or
          amendment of the block voting instruction or of any of the


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          Noteholders' 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 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
          before the time appointed for holding the meeting or adjourned meeting
          at which the block voting instruction is to be used.

18        A meeting of the Noteholders 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 Noteholders, Receiptholders 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 Noteholders, the Receiptholders, Couponholders,
               the Issuer, the Guarantor, or 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 Noteholder.

          (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 Noteholders or not) as a
               committee or committees to represent the interests of the
               Noteholders and to confer upon such committee or committees any
               powers or discretions which the Noteholders 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.

          (i)  Power to sanction the substitution of the Guarantor pursuant to
               Section 29 of the Trust Deed.

          (j)  Power to sanction any scheme or proposal for the exchange or sale
               of the Notes for or the conversion of the Notes into or the
               cancellation of the Notes in consideration of shares, stock,
               notes, bonds, 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, notes, bonds, debentures, debenture stock and/or other


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               obligations and/or securities as aforesaid and partly for or into
               or in consideration of cash.

19        Any resolution passed at a meeting of the Noteholders duly convened
          and held in accordance with these presents shall be binding upon all
          the Noteholders whether present or not present at such meeting and
          whether or not voting and upon all Receiptholders and 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 Noteholders shall
          be published in accordance with Condition 16 by the Issuer within 14
          days of such result being known PROVIDED THAT the non-publication of
          such notice shall not invalidate such result.

20        The expression "Extraordinary Resolution" when used in these presents
          means (a) a resolution passed at a meeting of the Noteholders duly
          convened and held in accordance with these presents by a majority
          consisting of not less 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; or (b) a resolution in writing signed by or on behalf of
          Noteholders holding, in aggregate, 95 per cent. of the nominal amount
          of Notes outstanding, which resolution in writing may be contained in
          one document or in several documents in like form each signed by or on
          behalf of one more of the Noteholders.

21        Minutes of all resolutions and proceedings at every meeting of the
          Noteholders 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.

22   (a)  If and whenever the Issuer shall have issued and have outstanding
          Notes 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
               Notes of only one Series shall be deemed to have been duly passed
               if passed at a separate meeting of the holders of the Notes of
               that Series;

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

          (iii) a resolution which in the opinion of the Trustee affects the
               Notes of more than one Series and gives or may give rise to a
               conflict of interest between the holders of the Notes or one
               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 Notes of each Series or group of Series so
               affected; and


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

     (b)  If the Issuer shall have issued and have outstanding Notes which are
          not denominated in Euro in the case of any meeting of holders of Notes
          of more than one currency the principal amount of such Notes shall (i)
          for the purposes of paragraph 2 above be the equivalent in Euro at the
          spot rate of a bank nominated by the Trustee for the conversion of the
          relevant currency or currencies into Euro 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 Euro 1 (or such other Euro amount as the Trustee may in its
          absolute discretion stipulate) in principal amount of the Notes
          (converted as above) which he holds or represents.

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


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SIGNED as a deed by                )
TXU EASTERN FUNDING                )    E. J. Lean
COMPANY                            )
in the presence of:                )


Witness's signature:          Howard Brooks

Name:                         Howard Brooks

Address:                      Wherstead Park, Ipswich, Suffolk



SIGNED as a deed by                )
TXU EUROPE                         )    E. J. Lean
LIMITED                            )
in the presence of:                )


Witness's signature:          Howard Brooks

Name:                         Howard Brooks

Address:                      Wherstead Park, Ipswich, Suffolk



THE COMMON SEAL of                 )
THE LAW DEBENTURE TRUST            )
CORPORATION P.L.C. was affixed     )
to this deed in the presence of:   )

Director:      C. Rakestrow

Authorised Signatory:         Bill Rowland


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