<PAGE>

                                                                  EXHIBIT 4(zzz)



                              TXU EUROPE GROUP PLC
                               TXU EUROPE LIMITED

                              OFFICER'S CERTIFICATE


          Kirk R. Oliver, an authorized attorney of TXU EUROPE GROUP PLC, a
public limited company duly incorporated and existing under the laws of England
and Wales (the "Company"), pursuant to the authority granted in the Board
Resolutions of the Company dated March 1, 2000, and Sections 102, 201 and 301 of
the Indenture defined herein, and Kirk R. Oliver, an authorized attorney of TXU
EUROPE LIMITED, a private limited company duly incorporated and existing under
the laws of England and Wales (the "Guarantor"), pursuant to the authority
granted in the Board Resolutions of the Guarantor, dated March 1, 2000 and
Section 201 of the Indenture defined herein, do hereby certify to The Bank of
New York, as Trustee (the "Trustee") under the Indenture of the Company (For
Unsecured Subordinated Debt Securities) dated as of March 2, 2000 (the
"Indenture") that:

1.        The securities of the first series to be issued under the Indenture
          shall be designated "9.75% Junior Subordinated Deferrable Interest
          Debentures, Series A due March 2, 2020" (the "Debentures of the First
          Series"). The Debentures of the First Series will be unconditionally
          and irrevocably guaranteed by the Guarantor, as to payment of
          principal, premium, if any, and interest and Additional Amounts, if
          any. All capitalized terms used in this certificate which are not
          defined herein but are defined in Exhibit A shall have the meanings
          therein; all capitalized terms used in this certificate or Exhibit A
          which are not defined herein or therein but are defined in the
          Indenture shall have the meanings set forth in the Indenture.

2.        The Debentures of the First Series initially shall be issued in bearer
          form, shall have such terms and provisions as are provided herein, in
          the Indenture and in the form thereof set forth in Exhibit A hereto,
          and shall be issued in substantially such form.

3.        The Debentures of the First Series shall mature and the principal
          shall be due and payable together with all accrued and unpaid interest
          thereon on March 2, 2020.

4.        The Debentures of the First Series shall be issued in the
          denominations of $25 and in integral multiples of $25 in excess
          thereof.

5.        The Debentures of the First Series shall bear interest as provided in
          Exhibit A.

6.        Each installment of interest on a Debenture of the First Series shall
          be payable on the dates specified in Exhibit A.

7.        The principal of (and premium, if any, on) and each installment of
          interest on and any other amounts payable on the Debentures of the
          First Series shall be payable at, and exchanges in respect of the
          Debentures of the First Series may be effected at, the office or
          agency of the Company in The City of New York and, for so long as the
          Debentures of the First Series are listed on the Luxembourg Stock
          Exchange, at the agency of the Company in Luxembourg. Interest shall
          be paid upon presentation of the applicable Debenture of such Series
<PAGE>

          to a Paying Agent or the Trustee on or after the date specified for
          payment of such interest; the Paying Agent or the Trustee shall mark
          the original Debenture of such Series in the appropriate box on the
          interest payment schedule included therein to indicate that the
          interest payment has been made.

8.        Notices and demands to or upon the Company or the Guarantor in respect
          of the Debentures of the First Series may be served at the office or
          agency of the Company in The City of New York.

9.        TXU Business Services Company will initially be the Paying Agent and
          the Transfer Agent of the Company in The City of New York with respect
          to the Debentures of the First Series and the Company hereby appoints
          TXU Business Services Company as its agent for all such purposes; the
          Corporate Trust Office of the Trustee will initially be the agency of
          the Company in The City of New York for exchanges and service of
          notices and demands with respect to the Debentures of the First Series
          and the Company hereby appoints the Trustee as its agent for all such
          purposes; and the Corporate Trust Office of Kredietbank SA
          Luxembourgeoise ("Kredietbank") at 43, Boulevard Royal L-2955,
          Luxembourg, initially will be the Paying Agent and Transfer Agent of
          the Company in Luxembourg; provided, however, that the Company
          reserves the right to change, by one or more Officer's Certificates,
          any such office or agency and such agent, provided the Company will
          always have a paying agent location in The City of New York and, for
          so long as any Debentures of the First Series are listed on the
          Luxembourg Stock Exchange, in Luxembourg. TXU Business Services
          Company initially will be the Security Registrar for the Debentures of
          the First Series. Neither the Company nor the Guarantor shall serve as
          Paying Agent for the Debentures of the First Series. The Company will
          not appoint any Paying Agent for the Debentures of the First Series in
          the United Kingdom.

10.       The following constitute additional Events of Default with respect to
          the Debentures of the First Series:

               Failure of the Company or the Guarantor to pay Additional Amounts
               (as defined herein) on any Debenture of the First Series within
               30 days after it is due.

11.       The Debentures of the First Series will be redeemable as provided in
          the form thereof attached hereto as Exhibit A.

12.       Notwithstanding Sections 106 and 404 of the Indenture and any other
          provisions of the Indenture, notice to a Holder of Debentures of the
          First Series in bearer form shall be given sufficiently if given as
          provided in the form thereof attached hereto as Exhibit A.

13.       The Debentures of the First Series will be initially issued as one or
          more Debentures of the First Series in bearer form and shall be issued
          to the Book-Entry Depositary (as defined in the Deposit Agreement by
          and between The Bank of New York, as Book-Entry Depositary, and the
          Company, as Issuer, dated as of March 2, 2000 (the "Deposit
          Agreement"). Nothing in the Indenture, the Debentures of the First
          Series or this certificate shall be construed to require the Company
          to register any Debentures of the First Series under the Securities
          Act, unless otherwise expressly agreed by the Company, confirmed in


                                       2
<PAGE>

          writing to the Trustee, or to make any transfer of such Debentures of
          the First Series in violation of applicable law. In the event that the
          Book-Entry Depositary resigns and no successor has been appointed by
          the Company within 120 days, then, upon the request of the Book-Entry
          Depositary and the surrender to the Trustee of all Debentures of the
          First Series in bearer form held by the Book-Entry Depositary, the
          Company shall execute and the Trustee shall authenticate and deliver
          to the Book-Entry Depositary Debentures of the First Series,
          substantially in the form of Exhibit B hereto, in an aggregate
          principal amount equal to the aggregate principal amount of Debentures
          of the First Series so surrendered, in one or more certificates in the
          principal amounts and registered in the names requested by the
          Book-Entry Depositary.

14.       The Trustee, the Security Registrar and the Company will have no
          responsibility under the Indenture for transfers of beneficial
          interests in the Debentures of the First Series.

15.       No service charge shall be made for the transfer or exchange of the
          Debentures of the First Series; provided, however, that the Company
          may require payment of a sum sufficient to cover any tax or other
          governmental charge that may be imposed in connection with the
          exchange or transfer.

16.       Additional Amounts. All payments of principal and interest (including
          ------------------
          payments of discount and premium, if any) with respect to the
          Debentures of the First Series and all payments made pursuant to the
          Guarantee shall be made free and clear of, and without withholding or
          deduction for or on account of, any present or future taxes, duties,
          assessments or other governmental charges of whatever nature imposed,
          levied, collected, withheld or assessed by or within any Jurisdiction
          of Incorporation (or any political subdivision or taxing authority
          thereof or therein) or any jurisdiction in which the Company or the
          Guarantor is managed or controlled or has a place of business or by or
          within any political subdivision thereof or any authority therein or
          thereof having power to tax, unless such withholding or deduction is
          required by law. In the event of any such withholding or deduction,
          the Company or the Guarantor, as the case may be, shall pay to each
          Holder of such Debentures of the First Series as Additional Amounts
          under the Indenture such additional amounts as shall be necessary so
          that the net amount received by each Holder after withholding or
          deduction shall equal the amount that would otherwise have been due to
          such Holder in the absence of such withholding or deduction.

17.       Enforcement of Rights by Holders of Preferred Partnership Securities:
          --------------------------------------------------------------------
          TXU Europe Funding I, L.P., a Delaware limited partnership, shall be
          the Partnership for the Debentures of the First Series. The Agreement
          of Limited Partnership for the Debentures of the First Series shall be
          the Amended and Restated Agreement of Limited Partnership dated March
          2, 2000 relating to the Partnership, as it may be amended from time to
          time. If the Special Representative appointed pursuant to the
          Agreement of Limited Partnership fails to enforce its rights on behalf
          of the Partnership in the Debentures of the First Series or
          Guarantor's Guarantee of the Debentures of the First Series after a
          holder of Preferred Partnership Securities issued under the Agreement
          of Limited Partnership has made a written request, the holder of
          record of those Preferred Partnership Securities, as a third party
          beneficiary, may directly institute a legal proceeding against the
          Company or the Guarantor to enforce the rights of the Special
          Representative and the Partnership in the Debentures of the First


                                       3
<PAGE>

          Series or Guarantor's Guarantee thereof, as the case may be, without
          first instituting any legal proceeding against the Special
          Representative, the Partnership or any other person or entity. In any
          event, if a Partnership Enforcement Event (as defined in the Agreement
          of Limited Partnership) has occurred and is continuing and that event
          is attributable to the failure of the Company to make any required
          payment when due on any Debenture of the First Series or the failure
          of Guarantor to make any required payment when due on its Guarantee of
          a Debenture of the First Series, then a holder of record of Preferred
          Partnership Securities, as a third party beneficiary, may on behalf of
          the Partnership directly institute a proceeding against the Company
          with respect to that Debenture of the First Series or against
          Guarantor with respect to that Guarantee, in each case for enforcement
          of payment to the Holder of all amounts due under that Debenture of
          the First Series or that Guarantee.

18.       Enforcement of Rights by Holders of Preferred Trust Securities: The
         ---------------------------------------------------------------
          Trust for Debentures of the First Series shall be TXU Europe Capital
          I, a Delaware statutory business trust. The Trust Agreement for
          Debentures of the First Series shall be the Amended and Restated Trust
          Agreement dated as of March 2, 2000 relating to the Trust, as it may
          be amended from time to time. For so long as the Trust holds any
          Preferred Partnership Securities, if the Special Representative
          appointed pursuant to the Agreement of Limited Partnership fails to
          enforce its rights on behalf of the Partnership in the Debentures of
          the First Series or Guarantor's Guarantee thereof after a holder of
          Preferred Trust Securities issued by the Trust has made a written
          request, a holder of record of those Preferred Trust Securities, as a
          third party beneficiary, may on behalf of the Partnership directly
          institute a legal proceeding against the Company or the Guarantor,
          without first instituting any legal proceeding against the Property
          Trustee under the Trust, the Trust, the Special Representative, the
          Partnership or any other Person, to enforce the rights of the Special
          Representative and the Partnership in the Debentures of the First
          Series or the Guarantor's Guarantee thereof. In any event, for so long
          as the Trust is the holder of any Preferred Partnership Securities, if
          a Trust Enforcement Event (as defined in the Trust Agreement) has
          occurred and is continuing and that Trust Enforcement Event is
          attributable to the failure of the Company to make any required
          payment when due on any Debenture of the First Series or the failure
          of Guarantor to make any required payment when due on its Guarantee of
          a Debenture of the First Series, then a holder of record of those
          Preferred Trust Securities, as a third party beneficiary, may on
          behalf of the Partnership directly institute a proceeding against the
          Company with respect to that Debenture of the First Series or against
          Guarantor with respect to that Guarantee, in each case for enforcement
          of payment to the Holder of all amounts due under that Debenture of
          the First Series or that Guarantee.

19.       If the Company shall make any deposit of money and/or Eligible
          Obligations with respect to any Debentures of the First Series, or any
          portion of the principal amount thereof, as contemplated by Section
          701 of the Indenture, the Company shall not deliver an Officer's
          Certificate described in clause (z) in the first paragraph of said
          Section 701 unless the Company shall also deliver to the Trustee,
          together with such Officer's Certificate, either:

          (A)  an instrument wherein the Company, notwithstanding the
               satisfaction and discharge of its indebtedness in respect of the
               Debentures of the First Series, shall assume the obligation


                                       4
<PAGE>

               (which shall be absolute, unconditional and guaranteed to the
               same extent as were the obligations of the Company under the
               Debentures of the First Series) to irrevocably deposit with the
               Trustee or Paying Agent such additional sums of money, if any, or
               additional Eligible Obligations (meeting the requirements of
               Section 701), if any, or any combination thereof, at such time or
               times, as shall be necessary, together with the money and/or
               Eligible Obligations theretofore so deposited, to pay when due
               the principal of and premium, if any, and interest due and to
               become due and Additional Amounts, if any, due and known to
               become due on such Debentures of the First Series or portions
               thereof, all in accordance with and subject to the provisions of
               said Section 701; provided, however, that such instrument may
               state that the obligation of the Company to make additional
               deposits as aforesaid shall be subject to the delivery to the
               Company by the Trustee of a notice asserting the deficiency
               accompanied by an opinion of an independent public accountant of
               nationally recognized standing, selected by the Trustee, showing
               the calculation thereof; or

          (B)  an Opinion of Counsel to the effect that, as a result of a change
               in law occurring after the date of this certificate, the Holders
               of such Debentures of the First Series, or portions of the
               principal amount thereof, will not recognize income, gain or loss
               for United States federal income tax purposes as a result of the
               satisfaction and discharge of the Company's indebtedness in
               respect thereof and will be subject to United States federal
               income tax on the same amounts, at the same times and in the same
               manner as if such satisfaction and discharge had not been
               effected.

20.       The Company reserves the right to require legends on Debentures of the
          First Series as it may determine are necessary to ensure compliance
          with the securities laws of the United States and the states therein
          and any other applicable laws.

21.       Each of the undersigned has read all of the covenants and conditions
          contained in the Indenture, and the definitions in the Indenture
          relating thereto, relating to the issuance of the Debentures of the
          First Series and the Guarantee endorsed thereon and in respect of
          compliance with which this certificate is made.

22.       The statements contained in this certificate are based upon the
          familiarity of each of the undersigned with the Indenture, the
          documents accompanying this certificate, and upon discussions by each
          of the undersigned with officers and employees of the Company and the
          Guarantor familiar with the matters set forth herein.

23.       In the opinion of each of the undersigned, he has made such
          examination or investigation as is necessary to enable him to express
          an informed opinion whether or not such covenants and conditions have
          been complied with.

24.       In the opinion of each of the undersigned, such conditions and
          covenants and conditions precedent, if any (including any covenants
          compliance with which constitutes a condition precedent) provided for
          in the Indenture to the authentication and delivery of the Debentures


                                       5
<PAGE>

          of the First Series and the Guarantee to be endorsed thereon requested
          in the accompanying Company Order and Guarantor Order, have been
          complied with.


                                       6
<PAGE>

          IN WITNESS WHEREOF, the undersigned have executed this Officer's
Certificate as of this 2nd day of March, 2000.


                                        TXU EUROPE GROUP PLC

                                        /s/ Kirk R. Oliver
                                        ----------------------------------------
                                        Name:  Kirk R. Oliver
                                        Title: Authorized Attorney



                                        TXU EUROPE LIMITED

                                        /s/ Kirk R. Oliver
                                        ----------------------------------------
                                        Name:  Kirk R. Oliver
                                        Title: Authorized Attorney


                                       7
<PAGE>

                                                                       EXHIBIT A

                           [FORM OF FACE OF DEBENTURE]

                                   BEARER FORM

NO.o                                                                [ISIN NO. o]

                              TXU EUROPE GROUP PLC

          9.75% Junior Subordinated Deferrable Interest Debentures, Series A due
March 2, 2020

          TXU EUROPE GROUP PLC, a public limited company duly incorporated and
existing under the laws of England and Wales (herein referred to as the
"Company", which term includes any successor Person under the Indenture), for
value received, hereby promises to pay to the bearer upon surrender hereof the
principal sum of $________ Dollars on March 2, 2020 and, except as hereinafter
provided, to pay interest on said principal sum quarterly in arrears on March
31, June 30, September 30, and December 31 of each year (each an Interest
Payment Date) unless the Company defers the payment of interest as described
herein under the paragraph entitled Option to Defer Interest Payment Period.
Interest shall be payable at the rate of 9.75% per annum until the principal
hereof is paid or made available for payment. Interest on the Securities of this
series shall be computed on the basis of a 360-day year consisting of twelve
30-day months and for any period shorter than a full quarter, on the basis of
the actual number of days elapsed in such period. Interest on the Securities of
this series will accrue from March 2, 2000, to the first Interest Payment Date
(which shall be June 30, 2000), and thereafter will accrue from the last
Interest Payment Date to which interest has been paid or duly provided for. In
the event that any Interest Payment Date is not a Business Day, then payment of
interest payable on such date will be made on the next succeeding day which is a
Business Day (and without any interest or other payment in respect of such
delay) with the same force and effect as if made on the Interest Payment Date;
except that, if such Business day is in the next succeeding calendar year, the
payment will be made on the immediately preceding Business Day (without any
reduction of interest or other payment in respect of such early payment) with
the same force and effect as if made on the Interest Payment Date. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will be paid upon presentation to any Paying Agent; such Paying Agent shall
mark this Security in the appropriate box on the Interest Payment Schedule
included therein to indicate that the interest payment has been made. Payments
of any Defaulted Interest will be paid to the bearer hereof at the time of
presentation.

          Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in The City of New York, the State of New York and, for so long as the
Securities of this series shall be listed on the Luxembourg Stock Exchange, in
Luxembourg, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts.


                                       8
<PAGE>

          Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

          Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                        TXU EUROPE GROUP PLC


                                        By:
                                           -------------------------------------


                               [FORM OF GUARANTEE]

          TXU EUROPE LIMITED, a corporation incorporated under the laws of
England and Wales (the "Guarantor", which term includes any successor under the
Indenture (the "Indenture") referred to in the Security upon which this
Guarantee is endorsed), for value received, hereby unconditionally and
irrevocably guarantees to the Holder of the Security upon which this Guarantee
is endorsed, the due and punctual payment of the principal of, and premium, if
any, and interest and Additional Amounts, if any, on such Security when and as
the same shall become due and payable, whether at the Stated Maturity, by
declaration of acceleration, call for redemption, or otherwise, in accordance
with the terms of such Security and of the Indenture, regardless of any defense,
right of set-off or counterclaim that the Guarantor may have (except the defense
of payment). In case of the failure of TXU EUROPE GROUP PLC, a public limited
company incorporated under the laws of England and Wales (the "Company", which
term includes any successor under the Indenture), punctually to make any such
payment, the Guarantor hereby agrees to cause such payment to be made punctually
when and as the same shall become due and payable, whether at the Stated
Maturity or by declaration of acceleration, call for redemption or otherwise,
and as if such payment were made by the Company. The Guarantor's obligation to
make a guarantee payment may be satisfied by direct payment of the required
amounts by the Guarantor to the Holder of such Security or to a Paying Agent, or
by causing the Company to pay such amount to such Holder or a Paying Agent.

          This Guarantee is an unsecured and subordinated obligation of the
Guarantor and shall at all times rank at least equally with each other Guarantee
issued pursuant to the Indenture and, except as permitted by Section 806 of the
Indenture, will rank at least equally with all other unsecured subordinated
indebtedness of the Guarantor.

          The Guarantor hereby agrees that its obligations hereunder shall be
absolute, unconditional and irrevocable irrespective of, and shall be unaffected
by, any invalidity, irregularity or unenforceability of such Security or the
Indenture, any failure to enforce the provisions of such Security or the
Indenture, any extension of time for payment or performance by the Company as
provided by such Security or the Indenture, or any waiver, modification or


                                       9
<PAGE>

indulgence granted to the Company with respect thereto, by the Holder of such
Security or the Trustee or any other circumstance which may otherwise constitute
a legal or equitable discharge or defense of a surety or guarantor; provided,
however, that notwithstanding the foregoing, no such waiver, modification or
indulgence shall, without the consent of the Guarantor, increase the principal
amount of such Security, or increase the interest rate thereon, or change any
redemption provisions thereof (including any change to increase any premium
payable upon redemption thereof) or change the Stated Maturity thereof.

          The Guarantor hereby waives the benefits of diligence, presentment,
demand for payment, any requirement that the Trustee or the Holder of such
Security exhaust any right or take any action against the Company or any other
Person, the filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest or notice with respect to such Security or the indebtedness
evidenced thereby and all demands whatsoever, and covenants that this Guarantee
will not be discharged in respect of such Security except by complete
performance of the obligations contained in such Security and in this Indenture
and in this Guarantee. This Guarantee shall constitute a guarantee of payment
and not of collection. The Guarantor hereby agrees that, in the event of a
default in payment of principal, or premium, if any, or interest or Additional
Amounts, if any, on such Security, whether at its Stated Maturity, by
declaration of acceleration, call for redemption, or otherwise, legal
proceedings may be instituted by the Trustee on behalf of, or by, the Holder of
such Security, subject to the terms and conditions set forth in the Indenture,
directly against the Guarantor to enforce this Guarantee without first
proceeding against the Company. The Guarantor agrees that if, after the
occurrence and during the continuance of an Event of Default, the Trustee or any
of the Holders are prevented by applicable law from exercising their respective
rights to accelerate the maturity of the Securities, to collect interest on the
Securities, or to enforce or exercise any other right or remedy with respect to
the Securities, the Guarantor will pay to the Trustee for the account of the
Holders, upon demand therefor, the amount that would otherwise have been due and
payable had such rights been permitted to be exercised by the Trustee or any of
the Holders.

          The obligations of the Guarantor hereunder with respect to such
Security shall be continuing and irrevocable until the date upon which the
entire principal of, premium, if any, and interest and Additional Amounts, if
any, on such Security has been, or has been deemed pursuant to the provisions of
Article Seven of the Indenture to have been, paid in full or otherwise
discharged.

          The Guarantor shall be subrogated to all rights of the Holder of each
Security upon which its Guarantee is endorsed against the Company in respect of
any amounts paid by the Guarantor on account of such Security pursuant to the
provisions of its Guarantee or the Indenture; provided, however, that the
Guarantor shall not be entitled to enforce or to receive any payments arising
out of, or based upon, such right of subrogation until the principal of, and
premium, if any, and interest, if any, and Additional Amounts, if any, on all
Securities issued under the Indenture shall have been paid in full.

          This Guarantee shall remain in full force and effect and continue
notwithstanding any petition filed by or against the Company for liquidation or
reorganization, the Company becoming insolvent or making an assignment for the
benefit of creditors or a receiver or trustee being appointed for all or any


                                       10
<PAGE>

significant part of the Company's assets, and shall, to the fullest extent
permitted by law, continue to be effective or reinstated, as the case may be, if
at any time payment of the Security upon which this Guarantee is endorsed, is,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
restored or returned by the Holder of such Security, whether as a "voidable
preference," "fraudulent transfer," or otherwise, all as though such payment or
performance had not been made. In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned on such Security, such
Security shall, to the fullest extent permitted by law, be reinstated and deemed
paid only by such amount paid and not so rescinded, reduced, restored or
returned.

          This Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication of the Security upon which this Guarantee is
endorsed shall have been manually executed by or on behalf of the Trustee under
the Indenture.

          All terms used in this Guarantee which are defined in the Indenture
shall have the meanings assigned to them in such Indenture.

          This Guarantee shall be deemed to be a contract made under the laws of
the State of New York, and for all purposes shall be governed by and construed
in accordance with the laws of the State of New York.

          IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be
executed as of the date first written above.

                                        TXU EUROPE LIMITED


                                        By:
                                           -------------------------------------

                     [FORM OF CERTIFICATE OF AUTHENTICATION]

                          CERTIFICATE OF AUTHENTICATION

Dated:

          This is one of the Securities of the series designated therein and the
Guarantee thereof referred to in the within-mentioned Indenture.

                                        THE BANK OF NEW YORK, as Trustee

                                        By:
                                           -------------------------------------
                                                  Authorized Signatory


                                       11
<PAGE>

                         [FORM OF REVERSE OF DEBENTURE]


          This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture (For Unsecured Subordinated Debt Securities), dated as
of March 2, 2000 (herein, together with any amendments thereto, called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), among the Company, TXU EUROPE LIMITED, as Guarantor (herein called
the "Guarantor," which term includes any successor under the Indenture) and The
Bank of New York, as Trustee (herein called the "Trustee", which term includes
any successor trustee under the Indenture), and reference is hereby made to the
Indenture, including the Board Resolutions and Officer's Certificate filed with
the Trustee on March 2, 2000, creating the series designated on the face hereof,
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Guarantor, the Trustee and the Holders
of the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof.

          The Securities of this series will be redeemable at the option of the
Company:

          (a)  in whole and from time to time in part at any time on or after
               March 2, 2005; and

          (b)  in whole but not in part if the Company certifies to the Trustee
               in an Officer's Certificate delivered to the Trustee prior to the
               giving of a notice as provided below that a Partnership Special
               Event has occurred under the Agreement of Limited Partnership.

in each case upon not less than 30 nor more than 60 days' notice given as
provided herein and at a Redemption Price equal to 100% of the principal amount
thereof plus accrued and unpaid interest thereon and accrued and unpaid
Additional Amounts with respect thereto, if any, to the Redemption Date.

          The Trustee shall accept, and shall be fully protected in relying
upon, such certificate as sufficient evidence of the condition precedent set out
in (b) above, in which event it shall be conclusive and binding on the Holders.

          Upon payment of the Redemption Price, on and after the Redemption Date
interest and any Additional Amounts will cease to accrue on the Securities of
this series or portions thereof called for redemption.

          Except as provided herein, Article Four of the Indenture shall apply
to redemptions of the Securities of this series.

          Any notice required by the Indenture or this Security to be given to
the Holder of this Security, including but not limited to any notice of
redemption of this Security, shall be sufficiently given, and deemed given, if
given as follows:


                                       12
<PAGE>

          (i)  in writing delivered by hand, mail or telefax to the bearer of
               this Security so long as the Trustee knows the name and address
               or telefax of the bearer of this Security;

          (ii)by publication in a leading daily newspaper having general
               circulation in Luxembourg (which is expected to be the
               Luxemburger Wort) so long as the Securities of this series are
               listed on the Luxembourg Stock Exchange and the rules of the
               Luxembourg Stock Exchange so require; and

          (iii) in such manner as the Trustee deems necessary or desirable if
               the Trustee does not know the name and address or telefax of the
               bearer of this Security and the Securities of this series are not
               listed on the Luxembourg Stock Exchange.

          The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinated and subject in right of payment to the prior
payment in full of all Senior Indebtedness, and this Security is issued subject
to the provisions of the Indenture with respect thereto. Each Holder of this
Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to acknowledge or effectuate the
subordination so provided and (c) appoints the Trustee his attorney-in-fact for
any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby
waives all notice of the acceptance of the subordination provisions contained
herein and in the Indenture by each holder of Senior Indebtedness, whether now
outstanding or hereafter incurred, and waives reliance by each such Holder upon
said provisions.

          The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Security upon compliance with certain conditions set
forth in the Indenture including the Officer's Certificate described above.

          If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.

          The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of all series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

          As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or


                                       13
<PAGE>

for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of a majority in aggregate principal
amount of the Securities of all series at the time Outstanding in respect of
which an Event of Default shall have occurred and be continuing shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity, and the
Trustee shall not have received from the Holders of a majority in aggregate
principal amount of Securities of all series at the time Outstanding in respect
of which an Event of Default shall have occurred and be continuing a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.

          No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

Option to Defer Interest Payment Period
---------------------------------------

          Pursuant to Section 312 of the Indenture, so long as the Company is
not in default in the payment of interest on the Securities of any series under
the Indenture, the Company shall have the right, at any time and from time to
time during the term of the Securities of this series, to defer the payment of
interest for a period not exceeding six consecutive quarterly periods (a
"Deferral Period") during which period interest (calculated for each period
from, and including, an Interest Payment Date to, but excluding the next
succeeding Interest Payment Date (an "Interest Period"), except that the first
Interest Period shall commence on March 2, 2000, in the manner described in the
first paragraph of this Debenture, as if the interest payment period had not
been so extended) will be compounded quarterly. At the end of the Deferral
Period, the Company shall pay all interest accrued and unpaid hereon (together
with interest thereon at the rate specified for the Securities of this series,
compounded quarterly, to the extent permitted by applicable law) and Additional
Interest, if any. Prior to the termination of any Deferral Period, the Company
may further defer the payment of interest for an additional Deferral Period,
provided that such Deferral Period together with all such previous and further
extensions thereof shall not exceed six consecutive quarterly periods at any one
time or extend beyond the Maturity of the Securities of this series. Upon the
termination of any Deferral Period and the payment of all amounts then due,
including interest on deferred interest payments, the Company may elect to begin
a new Deferral Period, subject to the above requirements. No interest shall be
due and payable during a Deferral Period, except at the end thereof. The Company
shall give the Trustee notice of its election to defer interest payments prior
to the earlier of (i) one Business Day prior to the record date for the
distribution which would occur but for such election or (ii) the date the
Company is required to give notice to any securities exchange on which the
Securities may be listed or any other applicable self-regulatory organization of
the record date.

          The Indenture contains terms, provisions and conditions relating to
the consolidation or merger of the Company or the Guarantor with or into, and
the conveyance or other transfer, or lease, of assets to another Person and to


                                       14
<PAGE>

the release and discharge of the Company or the Guarantor, as the case may be,
in certain circumstances from such obligations.

          The Securities of this series are issuable only in registered form
without coupons in denominations of $25 and in integral multiples of $25 in
excess thereof. As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like tenor and of
authorized denominations, as requested by the Holder surrendering the same.

          No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

          The bearer of this Security shall be treated as the owner of it for
all purposes, subject to the terms of the Indenture. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of
this series are exchangeable for a like aggregate principal amount of Securities
of this series and of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same.

          All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture and in the Officer's
Certificate establishing the terms of the Securities of this series.

INTEREST PAYMENT SCHEDULE

          Instructions to Paying Agent: Mark the box across from the appropriate
Interest Payment Date when the interest payable on such date has been paid.

Interest Payment Date                       (Mark When Interest is Paid)
---------------------                       ---------------------------

June 30, 2000

September 30, 2000

December 31, 2000

***[insert intervening dates]

December 31, 2019



PRINCIPAL PAYMENT SCHEDULE

                    PRINCIPAL AMOUNT OF THIS BEARER DEBENTURE


                                       15
<PAGE>

The outstanding aggregate principal amount of this Bearer Debenture is initially
as shown on the face of this Bearer Debenture and, pursuant thereto, by the
latest entry made by or on behalf of the Issuer in the third column below.
Reductions in the principal amount of this Bearer Debenture following, among
other things, partial redemptions or exchange of an interest in this Bearer
Debenture for another Bearer Debenture of this series of Securities, and
increases in the principal amount of this Bearer Debenture following exchange of
an interest in another Bearer Debenture of this series for an interest in this
Bearer Debenture, are entered in the second column below.


Date      Amount of      Outstanding         Trustee's Authentication
----     (reduction)/   principal amount           Signature
          Increase      of this Bearer             ---------
          --------        Debenture
                        following such
                         (reduction)/
                          increase
                          --------

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


                                       16
<PAGE>

                                                                       EXHIBIT B

                    [FORM OF FACE OF CERTIFICATED DEBENTURE]



NO.o                                                                [ISIN NO. o]

                              TXU EUROPE GROUP PLC

          9.75% Junior Subordinated Deferrable Interest Debentures, Series A due
March 2, 2020

          TXU EUROPE GROUP PLC, a public limited company duly incorporated and
existing under the laws of England and Wales (herein referred to as the
"Company", which term includes any successor Person under the Indenture), for
value received, hereby promises to pay to

or registered assigns, the principal sum of $________ Dollars on March 2, 2020
and, except as hereinafter provided, to pay interest on said principal sum
quarterly in arrears on March 31, June 30, September 30, and December 31 of each
year (each an Interest Payment Date) unless the Company defers the payment of
interest as described herein under the paragraph entitled Option to Defer
Interest Payment Period. Interest shall be payable at the rate of 9.75% per
annum until the principal hereof is paid or made available for payment. Interest
on the Securities of this series shall be computed on the basis of a 360-day
year consisting of twelve 30-day months and for any period shorter than a full
quarter, on the basis of the actual number of days elapsed in such period.
Interest on the Securities of this series will accrue from March 2, 2000, to the
first Interest Payment Date (which shall be June 30, 2000), and thereafter will
accrue from the last Interest Payment Date to which interest has been paid or
duly provided for. In the event that any Interest Payment Date is not a Business
Day, then payment of interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of such delay) with the same force and effect as if made on
the Interest Payment Date; except that, if such Business day is in the next
succeeding calendar year, the payment will be made on the immediately preceding
Business Day (without any reduction of interest or other payment in respect of
such early payment) with the same force and effect as if made on the Interest
Payment Date. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the Business Day in The City of New York immediately
preceding such Interest Payment Date. . Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in the Indenture referred to on the reverse hereof


                                       17
<PAGE>

          Payment of the principal of (and premium, if any) on this Security
will be made upon presentation and surrender of this Security, at the office or
agency of the Company maintained for that purpose in The City of New York, the
State of New York and, for so long as the Securities of this series shall be
listed on the Luxembourg Stock Exchange, in Luxembourg, in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts. Payment of interest will be made by check
mailed to the last address of the registered owner shown on the records of the
Security Registrar, or at the option of the Company, by wire transfer pursuant
to instructions received from the registered owner.

          Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

          Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                        TXU EUROPE GROUP PLC


                                        By:
                                           -------------------------------------


                               [FORM OF GUARANTEE]

          TXU EUROPE LIMITED, a corporation incorporated under the laws of
England and Wales (the "Guarantor", which term includes any successor under the
Indenture (the "Indenture") referred to in the Security upon which this
Guarantee is endorsed), for value received, hereby unconditionally and
irrevocably guarantees to the Holder of the Security upon which this Guarantee
is endorsed, the due and punctual payment of the principal of, and premium, if
any, and interest and Additional Amounts, if any, on such Security when and as
the same shall become due and payable, whether at the Stated Maturity, by
declaration of acceleration, call for redemption, or otherwise, in accordance
with the terms of such Security and of the Indenture, regardless of any defense,
right of set-off or counterclaim that the Guarantor may have (except the defense
of payment). In case of the failure of TXU EUROPE GROUP PLC, a public limited
company incorporated under the laws of England and Wales (the "Company", which
term includes any successor under the Indenture), punctually to make any such
payment, the Guarantor hereby agrees to cause such payment to be made punctually
when and as the same shall become due and payable, whether at the Stated
Maturity or by declaration of acceleration, call for redemption or otherwise,
and as if such payment were made by the Company. The Guarantor's obligation to


                                       18
<PAGE>

make a guarantee payment may be satisfied by direct payment of the required
amounts by the Guarantor to the Holder of such Security or to a Paying Agent, or
by causing the Company to pay such amount to such Holder or a Paying Agent.

          This Guarantee is an unsecured and subordinated obligation of the
Guarantor and shall at all times rank at least equally with each other Guarantee
issued pursuant to the Indenture and, except as permitted by Section 806 of the
Indenture, will rank at least equally with all other unsecured subordinated
indebtedness of the Guarantor.

          The Guarantor hereby agrees that its obligations hereunder shall be
absolute, unconditional and irrevocable irrespective of, and shall be unaffected
by, any invalidity, irregularity or unenforceability of such Security or the
Indenture, any failure to enforce the provisions of such Security or the
Indenture, any extension of time for payment or performance by the Company as
provided by such Security or the Indenture, or any waiver, modification or
indulgence granted to the Company with respect thereto, by the Holder of such
Security or the Trustee or any other circumstance which may otherwise constitute
a legal or equitable discharge or defense of a surety or guarantor; provided,
however, that notwithstanding the foregoing, no such waiver, modification or
indulgence shall, without the consent of the Guarantor, increase the principal
amount of such Security, or increase the interest rate thereon, or change any
redemption provisions thereof (including any change to increase any premium
payable upon redemption thereof) or change the Stated Maturity thereof.

          The Guarantor hereby waives the benefits of diligence, presentment,
demand for payment, any requirement that the Trustee or the Holder of such
Security exhaust any right or take any action against the Company or any other
Person, the filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest or notice with respect to such Security or the indebtedness
evidenced thereby and all demands whatsoever, and covenants that this Guarantee
will not be discharged in respect of such Security except by complete
performance of the obligations contained in such Security and in this Indenture
and in this Guarantee. This Guarantee shall constitute a guarantee of payment
and not of collection. The Guarantor hereby agrees that, in the event of a
default in payment of principal, or premium, if any, or interest or Additional
Amounts, if any, on such Security, whether at its Stated Maturity, by
declaration of acceleration, call for redemption, or otherwise, legal
proceedings may be instituted by the Trustee on behalf of, or by, the Holder of
such Security, subject to the terms and conditions set forth in the Indenture,
directly against the Guarantor to enforce this Guarantee without first
proceeding against the Company. The Guarantor agrees that if, after the
occurrence and during the continuance of an Event of Default, the Trustee or any
of the Holders are prevented by applicable law from exercising their respective
rights to accelerate the maturity of the Securities, to collect interest on the
Securities, or to enforce or exercise any other right or remedy with respect to
the Securities, the Guarantor will pay to the Trustee for the account of the
Holders, upon demand therefor, the amount that would otherwise have been due and
payable had such rights been permitted to be exercised by the Trustee or any of
the Holders.

          The obligations of the Guarantor hereunder with respect to such
Security shall be continuing and irrevocable until the date upon which the
entire principal of, premium, if any, and interest and Additional Amounts, if
any, on such Security has been, or has been deemed pursuant to the provisions of


                                       19
<PAGE>

Article Seven of the Indenture to have been, paid in full or otherwise
discharged.

          The Guarantor shall be subrogated to all rights of the Holder of each
Security upon which its Guarantee is endorsed against the Company in respect of
any amounts paid by the Guarantor on account of such Security pursuant to the
provisions of its Guarantee or the Indenture; provided, however, that the
Guarantor shall not be entitled to enforce or to receive any payments arising
out of, or based upon, such right of subrogation until the principal of, and
premium, if any, and interest, if any, and Additional Amounts, if any, on all
Securities issued under the Indenture shall have been paid in full.

          This Guarantee shall remain in full force and effect and continue
notwithstanding any petition filed by or against the Company for liquidation or
reorganization, the Company becoming insolvent or making an assignment for the
benefit of creditors or a receiver or trustee being appointed for all or any
significant part of the Company's assets, and shall, to the fullest extent
permitted by law, continue to be effective or reinstated, as the case may be, if
at any time payment of the Security upon which this Guarantee is endorsed, is,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
restored or returned by the Holder of such Security, whether as a "voidable
preference," "fraudulent transfer," or otherwise, all as though such payment or
performance had not been made. In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned on such Security, such
Security shall, to the fullest extent permitted by law, be reinstated and deemed
paid only by such amount paid and not so rescinded, reduced, restored or
returned.

          This Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication of the Security upon which this Guarantee is
endorsed shall have been manually executed by or on behalf of the Trustee under
the Indenture.

          All terms used in this Guarantee which are defined in the Indenture
shall have the meanings assigned to them in such Indenture.

          This Guarantee shall be deemed to be a contract made under the laws of
the State of New York, and for all purposes shall be governed by and construed
in accordance with the laws of the State of New York.

          IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be
executed as of the date first written above.

                                        TXU EUROPE LIMITED


                                        By:
                                           -------------------------------------

                     [FORM OF CERTIFICATE OF AUTHENTICATION]

                          CERTIFICATE OF AUTHENTICATION

Dated:


                                       20
<PAGE>

          This is one of the Securities of the series designated therein and the
Guarantee thereof referred to in the within-mentioned Indenture.

                                        THE BANK OF NEW YORK, as Trustee

                                        By:
                                           -------------------------------------
                                                  Authorized Signatory


                                       21
<PAGE>

                         [FORM OF REVERSE OF DEBENTURE]


          This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture (For Unsecured Subordinated Debt Securities), dated as
of March 2, 2000 (herein, together with any amendments thereto, called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), among the Company, TXU EUROPE LIMITED, as Guarantor (herein called
the "Guarantor," which term includes any successor under the Indenture) and The
Bank of New York, as Trustee (herein called the "Trustee", which term includes
any successor trustee under the Indenture), and reference is hereby made to the
Indenture, including the Board Resolutions and Officer's Certificate filed with
the Trustee on March 2, 2000, creating the series designated on the face hereof,
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Guarantor, the Trustee and the Holders
of the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof.

          The Securities of this series will be redeemable at the option of the
Company:

          (a)  in whole and from time to time in part at any time on or after
               March 2, 2005; and

          (b)  in whole but not in part if the Company certifies to the Trustee
               in an Officer's Certificate delivered to the Trustee prior to the
               giving of a notice as provided below that a Partnership Special
               Event has occurred under the Agreement of Limited Partnership.

in each case upon not less than 30 nor more than 60 days' notice given as
provided herein and at a Redemption Price equal to 100% of the principal amount
thereof plus accrued and unpaid interest thereon and accrued and unpaid
Additional Amounts with respect thereto, if any, to the Redemption Date.

          The Trustee shall accept, and shall be fully protected in relying
upon, such certificate as sufficient evidence of the condition precedent set out
in (b) above, in which event it shall be conclusive and binding on the Holders.

          Upon payment of the Redemption Price, on and after the Redemption Date
interest and any Additional Amounts will cease to accrue on the Securities of
this series or portions thereof called for redemption.

          In the event that this Security is to be redeemed in whole or in part,
it may be surrendered at the offices of the Trustee or the Paying Agent in
Luxembourg so long as the Security is listed on the Luxembourg Stock Exchange.

          Except as provided herein, Article Four of the Indenture shall apply
to redemptions of the Securities of this series.


                                       22
<PAGE>

          Any notice required by the Indenture or this Security to be given to
the Holder of this Security, including but not limited to any notice of
redemption of this Security, shall be sufficiently given, and deemed given, if
given as follows:

          (i)  in writing delivered by hand, mail or telefax to the registered
               owner of this Security at the last address shown on the records
               of the Security Registrar; and

          (ii)by publication in a leading daily newspaper having general
               circulation in Luxembourg (which is expected to be the
               Luxemburger Wort) so long as the Securities of this series are
               listed on the Luxembourg Stock Exchange and the rules of the
               Luxembourg Stock Exchange so require.

          The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinated and subject in right of payment to the prior
payment in full of all Senior Indebtedness, and this Security is issued subject
to the provisions of the Indenture with respect thereto. Each Holder of this
Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to acknowledge or effectuate the
subordination so provided and (c) appoints the Trustee his attorney-in-fact for
any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby
waives all notice of the acceptance of the subordination provisions contained
herein and in the Indenture by each holder of Senior Indebtedness, whether now
outstanding or hereafter incurred, and waives reliance by each such Holder upon
said provisions.

          The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Security upon compliance with certain conditions set
forth in the Indenture including the Officer's Certificate described above.

          If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.

          The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of all series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

          As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or


                                       23
<PAGE>

for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of a majority in aggregate principal
amount of the Securities of all series at the time Outstanding in respect of
which an Event of Default shall have occurred and be continuing shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity, and the
Trustee shall not have received from the Holders of a majority in aggregate
principal amount of Securities of all series at the time Outstanding in respect
of which an Event of Default shall have occurred and be continuing a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.

          No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

Option to Defer Interest Payment Period
---------------------------------------

          Pursuant to Section 312 of the Indenture, so long as the Company is
not in default in the payment of interest on the Securities of any series under
the Indenture, the Company shall have the right, at any time and from time to
time during the term of the Securities of this series, to defer the payment of
interest for a period not exceeding six consecutive quarterly periods (a
"Deferral Period") during which period interest (calculated for each period
from, and including, an Interest Payment Date to, but excluding the next
succeeding Interest Payment Date (an "Interest Period"), except that the first
Interest Period shall commence on March 2, 2000, in the manner described in the
first paragraph of this Debenture, as if the interest payment period had not
been so extended) will be compounded quarterly. At the end of the Deferral
Period, the Company shall pay all interest accrued and unpaid hereon (together
with interest thereon at the rate specified for the Securities of this series,
compounded quarterly, to the extent permitted by applicable law) and Additional
Interest, if any. Prior to the termination of any Deferral Period, the Company
may further defer the payment of interest for an additional Deferral Period,
provided that such Deferral Period together with all such previous and further
extensions thereof shall not exceed six consecutive quarterly periods at any one
time or extend beyond the Maturity of the Securities of this series. Upon the
termination of any Deferral Period and the payment of all amounts then due,
including interest on deferred interest payments, the Company may elect to begin
a new Deferral Period, subject to the above requirements. No interest shall be
due and payable during a Deferral Period, except at the end thereof. The Company
shall give the Trustee notice of its election to defer interest payments prior
to the earlier of (i) one Business Day prior to the record date for the
distribution which would occur but for such election or (ii) the date the
Company is required to give notice to any securities exchange on which the
Securities may be listed or any other applicable self-regulatory organization of
the record date.

          The Indenture contains terms, provisions and conditions relating to
the consolidation or merger of the Company or the Guarantor with or into, and
the conveyance or other transfer, or lease, of assets to another Person and to


                                       24
<PAGE>

the release and discharge of the Company or the Guarantor, as the case may be,
in certain circumstances from such obligations.

          The Securities of this series are issuable only in registered form
without coupons in denominations of $25 and in integral multiples of $25 in
excess thereof. As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like tenor and of
authorized denominations, as requested by the Holder surrendering the same.

          No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

          The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the absolute
owner hereof for all purposes, whether or not this Security may be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary. As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.

          All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture and in the Officer's
Certificate establishing the terms of the Securities of this series.


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