<PAGE>

                                                                     Exhibit 4.3

                                (Face of Note)


[THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.7 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.]
<PAGE>

                                                                               2

                                                           CUSIP ___________

                         10.375% Senior Notes due 2011

No. ___                                                             $___________

                       PG&E NATIONAL ENERGY GROUP, INC.

promises to pay to CEDE & CO., or registered assigns, the principal sum of
_______________ dollars on May 16, 2011.

Interest Payment Dates: May 15 and November 15

Record Dates: May 1 and November 1

                              PG&E NATIONAL ENERGY GROUP, INC.

                              By: ______________________________
                                  Name:  John R. Cooper
                                  Title: Senior Vice President, Finance


                              By: ______________________________
                                  Name:  Leslie H. Everett
                                  Title:  Secretary

This is one of the Notes referred
to in the within-mentioned Indenture:

WILMINGTON TRUST COMPANY,
as Trustee

By: _______________________             Dated: ___________, 2001
Name:
Title:
<PAGE>

                                                                               3

                               (Reverse of Note)

                         10.375% Senior Notes due 2011

          Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

          1.   Interest. PG&E National Energy Group, Inc. (the "Company"), a
Delaware corporation, promises to pay interest on the principal amount of this
Note at 10.375% per annum from May 22, 2001 until maturity. The Company shall
pay interest semi-annually on May 15 and November 15 of each year, or if any
such day is not a Business Day, on the next succeeding Business Day (each, an
"Interest Payment Date"). Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of issuance; provided that if there is no existing Default in the payment
of interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be November 15, 2001. The Company shall
pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the then applicable interest
rate, to the extent lawful; it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest (without regard to any applicable grace periods) from time to time on
demand at the same rate to the extent lawful. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

          2.   Method of Payment. The Company will pay interest on the Notes
(except defaulted interest) to the Persons who are registered Holders of Notes
at the close of business on the May 1 or November 1 next preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.12 of the
Indenture (as herein defined) with respect to defaulted interest. The Notes will
be payable as to principal, premium, if any, and interest at the office or
agency of the Paying Agent (which may be the Company), or, at the option of the
Company, payment of interest may be made by check mailed to the Holders at their
addresses set forth in the register of Holders, and provided that all payments
of principal, premium, if any, and interest with respect to Notes the Holders
owning at least $50 million aggregate amount of Notes, which Holders have given
wire transfer instructions to the Company at least ten business days prior to
the applicable payment date will be required to be made by wire transfer of
immediately available funds to the accounts specified by the Holders thereof.
Such payment shall be 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.

          3.   Paying Agent and Registrar. Initially, Wilmington Trust Company,
the Trustee ("Trustee") under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

          4.   Indenture. The Company issued this Note under an Indenture dated
as of May 22, 2001, as amended or supplemented from time to time ("Indenture"),
between the Company and the Trustee. The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the TIA.
The Notes are subject to all such terms, and Holders are referred to the
Indenture and the TIA for a statement of such terms. To the extent any provision
of this Note conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling.
<PAGE>

                                                                               4

     5.   Optional Redemption. The Notes will be subject to redemption at any
time at the option of the Company, in whole or in part, upon not less than 30
nor more than 60 days' notice, for the greater of (i) 100% of the principal
amount of Notes being redeemed, or (ii) the sum of the present values of the
Remaining Scheduled Payments of principal and interest on the Notes being
redeemed discounted to the date of redemption on a semiannual basis, (assuming a
360-day year of twelve 30-day months) using a discount rate equal to the
Treasury Yield plus 50 basis points, plus in either case, accrued and unpaid
interest, if any, on the principal amount of Notes being redeemed to the
redemption date.

     6.   Notice of Redemption. Notice of redemption will be mailed, by first
class mail, at least 30 days but not more than 60 days before the redemption
date to each Holder whose Notes are to be redeemed at its registered address.
Notes in denominations larger than $1,000 may be redeemed in part but only in
whole multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date, interest ceases to accrue on Notes
or portions thereof called for redemption, if the Company has deposited with the
Trustee or with the Paying Agent, one Business Day prior the redemption date,
money sufficient to pay the redemption price of and accrued interest on all
Notes to be redeemed on that date.

     7.   Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in denominations of $100,000 and integral multiples of $1,000 in
excess thereof. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Company and the
Registrar need not exchange or register the transfer of any Note selected for
redemption, in whole or in part, except for the unredeemed portion of any Note
being redeemed in part. The Company need not exchange or register the transfer
of any Notes for a period of 15 days before a selection of Notes to be redeemed
or during the period between a record date and the next succeeding Interest
Payment Date.

     8.   Persons Deemed Owners. The registered Holder of a Note may be treated
as its owner for all purposes.

     9.   Amendment, Supplement and Waiver. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the then outstanding Notes
voting as a single class, and, subject to Sections 6.4 and 6.7 of the Indenture,
any existing Default or Event of Default (other than a Default or Event of
Default in the payment of the principal of, premium, if any, or interest on the
Notes, except a payment default resulting from an acceleration that has been
rescinded) or compliance with any provision of the Indenture or the Notes may be
waived with the consent of the Holders of a majority in principal amount of the
then outstanding Notes voting as a single class. Without the consent of any
Holder of a Note, the Indenture or the Notes may be amended or supplemented to
cure any ambiguity, defect or inconsistency; to provide for uncertificated Notes
in addition to or in place of certificated Notes or to alter the provisions of
Article II of the Indenture (including the related definitions) in a manner that
does not adversely affect any Holder; to provide for the assumption of the
Company's obligations to Holders of the Notes by a successor to the Company
pursuant to Article V of the Indenture; to make any change that would provide
any additional rights or benefits to the Holders of the Notes, to make any
change that is not inconsistent with the Indenture and does not adversely affect
the legal rights under the Indenture of any Holder of Notes; or to comply with
the requirements of the Commission in order to effect or maintain the
qualification of the Indenture under the TIA.

     10.  Defaults and Remedies. An "Event of Default" occurs if: (i) the
Company defaults in the payment of any installment of interest upon any of the
Notes as and when the same shall
<PAGE>

                                                                               5

become due and payable, and such default continues for a period of 30 days; (ii)
the Company defaults in the payment of all or any part of the principal of, or
premium, if any, on, any of the Notes as and when the same shall become due and
payable either at maturity, upon any redemption, by declaration of acceleration
or otherwise; (iii) the Company fails duly to observe or perform any other
covenant or agreement on the part of the Company in the Notes or in this
Indenture and such failure continues for a period of 90 days after the date on
which notice specifying such failure, stating that such notice is a "Notice of
Default" under the Indenture and demanding that the Company remedy the same,
shall have been given to the Company by the Trustee, or to the Company and the
Trustee by the Holders of at least 25% in aggregate principal amount of the
Notes at the time outstanding; (iv) an event of default, as defined in any
instrument of the Company under which there may be issued, or by which there may
be secured or evidenced, any Indebtedness in excess of $50,000,000 shall occur,
which event of default has resulted in the acceleration of such Indebtedness, or
any default occurring in payment of any such Indebtedness at final maturity (and
after the expiration of any applicable grace periods); (v) one or more final,
nonappealable judgments, decrees or orders of any court, tribunal, arbitrator,
administrative or other governmental body or similar entity for the payment of
money shall be rendered against the Company or any of its properties in an
aggregate amount in excess of $50,000,000 (excluding the amount thereof covered
by insurance) and such judgment, decree or order shall remain unvacated,
undischarged and unstayed for more than 90 days, except while being contested in
good faith by appropriate proceedings; (vi) a court having jurisdiction in the
premises shall enter a decree or order for relief in respect of the Company in
an involuntary case or proceeding under any applicable bankruptcy, insolvency,
reorganization or other similar law now or hereafter in effect, or a decree or
order adjudging the Company a bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjustment, or composition
of or in respect of the Company under any applicable federal or state law, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or
similar official of the Company or for any substantial part of its property or
ordering the winding up or liquidation of its affairs, shall have been entered,
and such decree or order shall remain unstayed and in effect for a period of 90
consecutive days; or (vii) the Company shall commence a voluntary case or
proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law now or hereafter in effect or of any other
case or proceeding to be adjudicated a bankrupt or insolvent, or consent to the
entry of a decree or order for relief in an involuntary case or proceeding under
any such law, or to the commencement of any bankruptcy or insolvency case or
proceeding against the Company, or the filing by the Company of a petition or
answer to consent seeking reorganization or relief under any such applicable
federal or state law, or the consent by the Company to the filing of such
petition or to the appointment of or the taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official
of the Company or of any substantial part of its property, or the making by the
Company of an assignment for the benefit of creditors, or the taking of action
by the Company in furtherance of any such action. If any Event of Default (other
than an Event of Default specified in clause (vi) or (vii) hereof) occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the Notes to be due and payable
immediately. If an Event of Default specified in clause (vi) or (vii) hereof
occurs, all outstanding Notes shall be due and payable without further action or
notice. Holders of the Notes may not enforce the Indenture or the Notes except
as provided in the Indenture. The Trustee may withhold from Holders of the Notes
notice of any continuing Default or Event of Default (except a Default or Event
of Default relating to the payment of principal or interest) if it determines
that withholding notice is in their interest. The Holders of a majority in
aggregate principal amount of the then outstanding Notes by written notice to
the Trustee may on behalf of the Holders of all of the Notes waive any existing
Default or Event of Default and its consequences under the Indenture, except a
continuing Default or Event of Default in the payment of the principal of,
premium, if any, or interest on, the Notes.
<PAGE>

                                                                               6

     11.  Trustee Dealings With Company. The Trustee, in its individual or any
other capacity, may become the owner or pledgee of Notes and may otherwise deal
with the Company or any Affiliate of the Company with the same rights it would
have if it were not the Trustee.

     12.  No Recourse Against Others. No director, officer, employee,
incorporator or stockholder of the Company, as such, shall have any liability
for any obligations of the Company under the Notes, the Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes. Such waiver may not be effective to waive liabilities under the
federal securities laws and it is the view of the Commission that such a waiver
is against public policy.

     13.  Authentication. This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.

     14.  Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

     15.  CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

     16.  Available Information. The Company will furnish to any Holder upon
written request and without charge a copy of the Indenture. Requests may be made
to:

     PG&E National Energy Group, Inc.
     7500 Old Georgetown Road
     Bethesda, MD 20814
     Attention: General Counsel

     17.  Counterparts. This Note may be executed by one or more of the parties
to this Note on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
<PAGE>

                                                                               7

             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

          The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:

<TABLE>
<CAPTION>
                           Amount of
                          decrease in                                 Principal Amount
                           Principal         Amount of increase      of this Global Note         Signature of
                             Amount             in Principal           following such         authorized officer
                         of this Global        Amount of this           decrease (or          of Trustee or Note
Date of Exchange              Note              Global Note               increase)               Custodian
-----------------        --------------      ------------------      -------------------      ------------------
<S>                      <C>                 <C>                     <C>                      <C>
</TABLE>