NEVADA POWER COMPANY AND IBJ WHITEHALL BANK & TRUST COMPANY as Trustee SENIOR UNSECURED NOTE INDENTURE DATED AS OF MARCH 1, 1999

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NEVADA POWER COMPANY

AND

IBJ WHITEHALL BANK & TRUST COMPANY
as Trustee

SENIOR UNSECURED NOTE INDENTURE

DATED AS OF MARCH 1, 1999

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THIS SENIOR UNSECURED NOTE INDENTURE (this "Indenture"), dated as of
March 1, 1999, between NEVADA POWER COMPANY, a corporation duly organized and
existing under the laws of the State of Nevada (the "COMPANY"), and IBJ
Whitehall Bank & Trust Company, a banking corporation duly organized and
existing under the laws of the State of New York, as trustee (the "TRUSTEE").

WITNESSETH

WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance from time to time of its senior unsecured notes (the "Notes"), to be
issued as in this Indenture provided;

AND WHEREAS, all acts and things necessary to make this Indenture a valid
agreement according to its terms have been done and performed, and the execution
of this Indenture and the issue hereunder of the Notes have in all respects been
duly authorized;

NOW THEREFORE, THIS INDENTURE WITNESSETH:

That in order to declare the terms and conditions upon which the Notes
are, and are to be authenticated, issued and delivered, and in consideration of
the premises, of the purchase and acceptance of the Notes by the Holders thereof
the Company covenants and agrees with the Trustee for the equal and
proportionate benefit of the respective Holders from time to time of the Notes,
as follows:

ARTICLE ONE

DEFINITIONS

SECTION 1.01. GENERAL. The terms defined in this Article One (except as
herein otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Article One.

SECTION 1.02. TRUST INDENTURE ACT.

(a) The Company does not intend to qualify this Indenture under the Trust
Indenture Act of 1939, as amended (the "TIA") immediately upon the execution and
delivery thereof. The Company represents to the Trustee that it will cause this
Indenture to be qualified under the TIA on or prior to the date (the "TIA
Qualification Date") any Notes are issued which would give rise to a requirement
under the TIA that this Indenture be so qualified. From and after the TIA
Qualification Date, whenever this Indenture refers to a provision of the TIA,
such provision is incorporated by reference in and made a part of this
Indenture.

(b) Unless otherwise indicated, all terms used in this Indenture
that are defined by the TIA, defined by the TIA by reference to another statute
or defined by a rule of the Commission under the TIA shall have the meanings
assigned to them in the TIA or such statute or rule as in force on the TIA
Qualification Date.

SECTION 1.03. DEFINITIONS. For purposes of this Indenture, the following
terms shall have the following meanings.

AUTHENTICATING AGENT:

The term "AUTHENTICATING AGENT" shall mean any agent of the Trustee which
shall be appointed and acting pursuant to Section 8.15 hereof.

AUTHORIZED AGENT:

The term "AUTHORIZED AGENT" shall mean any agent of the Company
designated as such by an Officer's Certificate delivered to the Trustee, as the
same may be amended from time to time.

BOARD OF DIRECTORS:

The term "BOARD OF DIRECTORS" shall mean the Board of Directors of the
Company or the Executive Committee of such Board or any other duly authorized
committee of such Board.

BOARD RESOLUTION:

The term "BOARD RESOLUTION" shall mean a copy of a resolution certified
by the Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on the date
of such certification, and delivered to the Trustee.

BUSINESS DAY:

The term "BUSINESS DAY" shall mean each Monday, Tuesday, Wednesday,
Thursday and Friday that is not a day on which banking institutions or trust
companies in the Borough of Manhattan, the City and State of New York, the city
where the Corporate Trust Office of the Trustee is located, or the State of
Nevada, are obligated or authorized by law or executive order to close.

COMMISSION:

The term "COMMISSION" shall mean the United States Securities and
Exchange Commission, or if at any time hereafter the Commission is not existing
or performing the duties now assigned to it under the TIA, then the body
performing such duties.

COMPANY:

The term "COMPANY" shall mean the corporation named as the "Company" in
the first paragraph of this Indenture, and its successors and assigns permitted
hereunder.

COMPANY ORDER:

The term "COMPANY ORDER" shall mean a written order signed in the name of
the Company by one of the Chairman of the Board, Chief Executive Officer, the
President, any Vice President, the Treasurer, an Assistant Treasurer or any
other officer or agent of the Company duly authorized by the Board of Directors
of the Company to act in respect of matters relating to this Indenture, and
delivered to the Trustee.

CORPORATE TRUST OFFICE OF THE TRUSTEE:

The term "CORPORATE TRUST OFFICE OF THE TRUSTEE", or other similar term,
shall mean the corporate trust office of the Trustee, at which at any particular
time its corporate trust business shall be principally administered, which
office is at the date of the execution of this Indenture located at ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Finance Department.

DEPOSITARY:

The term "DEPOSITARY" shall mean, unless otherwise specified in a Company
Order pursuant to Section 2.05 hereof, The Depository Trust Company, New York,
New York, or any successor thereto registered and qualified under the Securities
and Exchange Act of 1934, as amended, or other applicable statute or regulation.

EVENT OF DEFAULT:

The term "EVENT OF DEFAULT" shall mean any event specified in Section
7.01 hereof, continued for the period of time, if any, and after the giving of
the notice, if any, therein designated.

EXCHANGE ACT:

The term "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

EXPERT:

The term "EXPERT" shall mean any officer of the Company familiar with the
terms of this Indenture, any law firm, any investment banking firm, or any other
Person to whom a matter may be referred to because of such Person's knowledge of
and familiarity with the particular subject.

GLOBAL NOTE:

The term "GLOBAL NOTE" shall mean a Note that pursuant to Section 2.01
and a Company order pursuant to Section 2.05 hereof is issued to evidence Notes,
that is delivered to the Depositary or pursuant to the instructions of the
Depositary and that shall be registered in the name of the Depositary or its
nominee.

INDENTURE:

The term "INDENTURE" shall mean this instrument as originally executed
or, if amended or supplemented as herein provided, as so amended or
supplemented.

INITIAL PURCHASERS:

The term "INITIAL PURCHASERS" shall mean any purchasers of a series of
Notes on original issue where such Notes are subject to transfer restrictions as
provided in Section 2.14.

INSTITUTIONAL ACCREDITED INVESTOR:

The term "INSTITUTIONAL ACCREDITED INVESTOR" has the meaning specified in
Section 2.14(a).

INTEREST PAYMENT DATE:

The term "INTEREST PAYMENT DATE" shall mean (a) the date specified in or
calculated in accordance with a Company Order pursuant to Section 2.05 hereof,
(b) a date of maturity of such Note and (c) only with respect to defaulted
interest on such Note, the date established by the Trustee for the payment of
such defaulted interest pursuant to Section 2.11 hereof.

LEGEND:

The term "LEGEND" has the meaning specified in Section 2.06(h).

MATURITY:

The term "MATURITY," when used with respect to any Note, shall mean the
date on which the principal of such Note becomes due and payable as therein or
herein provided, whether at the stated maturity thereof or by declaration of
acceleration, redemption or otherwise.

NOTE OR NOTES:

The terms "NOTE" or "NOTES" shall mean any Note or Notes, as the case may
be, authenticated and delivered under this Indenture, including any Global Note.

NOTEHOLDER:

The terms "NOTEHOLDER", "HOLDER OF NOTES," "HOLDER" "NOTE OWNER"or "NOTE
HOLDER" shall mean any Person in whose name at the time a particular Note is
registered on the books of the Trustee kept for that purpose in accordance with
the terms hereof.

OFFICER'S CERTIFICATE:

The term "OFFICER'S CERTIFICATE" when used with respect to the Company,
shall mean a certificate signed by one of the Chairman, the President, any Vice
President, the Treasurer or an Assistant Treasurer.

OPINION OF COUNSEL:

The term "OPINION OF COUNSEL" shall mean an opinion in writing signed by
legal counsel, who may be an employee of the Company, meeting the applicable
requirements of Section 14.05 hereof. If the Indenture requires the delivery of
an Opinion of Counsel to the Trustee, the text and substance of which has been
previously delivered to the Trustee, the Company may satisfy such requirement by
the delivery by the legal counsel that delivered such previous Opinion of
Counsel of a letter to the Trustee to the effect that the Trustee may rely on
such previous Opinion of Counsel as if such Opinion of Counsel was dated and
delivered the date delivery of such Opinion of Counsel is required. Any Opinion
of Counsel may contain conditions and qualifications satisfactory to the
Trustee.

OPINION OF INDEPENDENT COUNSEL:

The term "OPINION OF INDEPENDENT COUNSEL" shall mean an opinion in
writing signed by legal counsel, who shall not be an employee of the Company,
meeting the applicable requirements of Section 14.05. Any Opinion of
Independent Counsel may contain conditions and qualifications satisfactory to
the Trustee.

OUTSTANDING:

The term "OUTSTANDING", when used with reference to Notes, shall, subject
to Section 9.04 hereof, mean, as of any particular time, all Notes authenticated
and delivered by the Trustee under this Indenture, except

(a) Notes theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;

(b) Notes, or portions thereof, for the payment or redemption of which
moneys in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company), provided that if such
Notes are to be redeemed prior to the maturity thereof,

notice of such redemption shall have been given as provided in Article Three, or
provisions satisfactory to the Trustee shall have been made for giving such
notice;

(c) Notes, or portions thereof, that have been paid and discharged or
are deemed to have been paid and discharged pursuant to the provisions of this
Indenture; and

(d) Notes in lieu of or in substitution for which other Notes shall
have been authenticated and delivered, or which have been paid, pursuant to
Section 2.07 hereof.

PERSON:

The term "PERSON" shall mean any individual, corporation, partnership,
joint venture, limited liability company, association, joint-stock company,
trust, unincorporated organization or government or any agent or political
subdivision thereof.

PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY:

The term "PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY" shall mean
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, or such other place where the
main corporate offices of the Company are located as designated in writing to
the Trustee by an Authorized Agent.

PRIVATE PLACEMENT MEMORANDUM:

The term "PRIVATE PLACEMENT MEMORANDUM" shall mean the Offering
Memorandum dated March 25, 1999, relating to the Notes.

QIB:

The term QIB has the meaning specified in Section 2.14(a).

REGULAR RECORD DATE:

The term "REGULAR RECORD DATE" shall mean (a) the date specified in a
Company Order pursuant to Section 2.05, for an Interest Payment Date for a
particular Note (unless the Interest Payment Date is the date of maturity of
such Note, in which event, the Regular Record Date shall be as described in
clause (b) hereof) and (b) the date of maturity of such Note.

RESPONSIBLE OFFICER:

The term "RESPONSIBLE OFFICER" or "RESPONSIBLE OFFICERS" when used with
respect to the Trustee shall mean one or more of the following assigned to its
Corporate Trust Office: the chairman of the board of directors, the vice
chairman of the board of directors, the chairman of the executive committee, the
president, any vice president, the secretary, the treasurer, any trust officer,
any assistant trust officer, any second or assistant vice president, any
assistant secretary, any

assistant treasurer, or any other officer or assistant officer of the Trustee
customarily performing functions similar to those performed by the persons who
at the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of his or her knowledge of and familiarity with the
particular subject.

RESTRICTED REGULATION S GLOBAL NOTES:

The term "RESTRICTED REGULATION S GLOBAL NOTES" has the meaning specified
in Section 2.01(c).

RULE 144:

The term "RULE 144" has the meaning specified in Section 2.13(b)(iii).

RULE 144A:

The term "RULE 144A" has the meaning specified in Section 2.01(d).

RULE 144A GLOBAL NOTES:

The term "RULE 144A GLOBAL NOTES" has the meaning specified in Section
2.01(d).

RULE 144A INFORMATION:

The term "RULE 144A INFORMATION" has the meaning specified in Section
6.02(b).

SECURITIES ACT:

The term "Securities Act" shall mean the Securities Act of 1933, as
amended.

SPECIAL RECORD DATE:

The term "SPECIAL RECORD DATE" shall mean, with respect to any Note, the
date established by the Trustee in connection with the payment of defaulted
interest on such Note pursuant to Section 2.11 hereof.

STATED MATURITY:

The term "STATED MATURITY" shall mean with respect to any Note, the last
date on which principal on such Note becomes due and payable as therein or
herein provided, other than by declaration of acceleration or by redemption.

TRUSTEE:

The term "TRUSTEE" shall mean IBJ Whitehall Bank & Trust Company and,
subject to Article Eight, shall also include any successor Trustee.

UNRESTRICTED REGULATION S GLOBAL NOTES:

The term "UNRESTRICTED REGULATION S GLOBAL NOTES" has the meaning set
forth in Section 2.01(c).

U.S. GOVERNMENT OBLIGATIONS:

The term "U.S. GOVERNMENT OBLIGATIONS" shall mean (i) direct non-callable
obligations of, or non-callable obligations guaranteed as to timely payment of
principal and interest by, the United States of America or an agency thereof for
the payment of which obligations or guarantee the full faith and credit of the
United States is pledged or (ii) certificates or receipts representing direct
ownership interests in obligations or specified portions (such as principal or
interest) of obligations described in clause (i) above, which obligations are
held by a custodian in safekeeping in a manner consistent with customary
practices and industry standards.

ARTICLE TWO

FORM, ISSUE, EXECUTION, REGISTRATION AND
EXCHANGE OF NOTES

SECTION 2.01. FORM GENERALLY.

(a) If the Notes are in the form of a Global Note they shall be in
substantially the form set forth in EXHIBIT A to this Indenture, and, if the
Notes are not in the form of a Global Note, they shall be in substantially the
form set forth in EXHIBIT B to this Indenture, or, in any case, in such other
form as shall be established by a Board Resolution, or a Company Order pursuant
to a Board Resolution, or in one or more indentures supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with applicable rules
of any securities exchange or of the Depositary or with applicable law or as
may, consistently herewith, be determined by the officers executing such Notes,
as evidenced by their execution of such Notes.

(b) The definitive Notes shall be typed, printed, lithographed or
engraved on certificates with steel engraved borders or may be produced in any
other manner, all as determined by the officers executing such Notes, as
evidenced by their execution of such Notes.

Any certificated Notes shall be typewritten, printed, lithographed,
engraved or produced by any combination of these methods (with or without steel
engraved borders), all as determined by the officers executing such Notes, as
evidenced by their execution of such Notes.

(c) If any Notes are offered and sold in reliance on Regulation S
under the Securities Act ("Regulation S"), such Notes may, at the direction of
the Company, be issued in the form of one or more Global Notes in definitive,
fully registered form without interest coupons substantially in the form of the
Note attached as Exhibit A hereto, which shall be deposited on behalf of the
purchasers of the Notes represented thereby with the Trustee at the Corporate
Trust Office, as custodian for the Depositary and registered in the name of the
Depositary or a nominee of the Depositary, duly executed by the Company and
authenticated by the Trustee as herein provided, for credit to their respective
accounts (or to such other accounts as they may direct) at ▇▇▇▇▇▇ Guaranty Trust
Company of New York, Brussels office, as operator of the Euroclear System
("Euroclear") or Cedel Bank, societe anonyme ("Cedel"). Until the termination
of the restricted period (as defined in Regulation S) with respect to the offer
and sale of any such Notes, interests in any such Global Note may only be held
by the Agent Members as defined in Section 2.01(e)(ii) for Euroclear and Cedel.
Until such time as the restricted period shall have terminated, any such Global
Notes shall be referred to herein as the "Restricted Regulation S Global Notes."
After such time as the restricted period shall have terminated, such Global
Notes shall be referred to herein as "Unrestricted Regulation S Global Notes."
The aggregate principal amount of the Restricted Regulation S Global Notes and
the Unrestricted Regulation S Global Notes may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary, as hereinafter provided. The Company shall promptly notify the
Trustee of the termination of the restricted period with respect to such Notes
by furnishing to the Trustee a certificate substantially in the form of Exhibit
C hereto.

(d) If any Notes are offered and sold in reliance of Rule 144A under
the Securities Act ("Rule 144A"), such Notes may, at the direction of the
Company, be issued in the form of one or more permanent Global Notes (the "Rule
144A Global Notes") in definitive, fully registered form without interest
coupons substantially in the form of the Note attached as Exhibit A hereto,
which shall be deposited with the Trustee, at the Corporate Trust Office, as
custodian for the Depositary and registered in the name of the Depositary or a
nominee of the Depositary, duly executed by the Company and authenticated by the
Trustee as herein provided. The aggregate principal amount of the Rule 144A
Global Notes may from time to time be increased or decreased by adjustments made
on the records of the Trustee, as custodian for the Depositary, and the
Depositary or its nominee, as the case may be, as hereinafter provided.

(e)(i) If the Company shall establish in a Company Order pursuant to
Section 2.05 hereof that the Notes of a particular series are to be issued in
whole or in part in the form of one or more Global Notes, the Company shall
execute and the Trustee shall, in accordance with this Section 2.1(e)(i),
authenticate and deliver Global Notes that (A) shall be registered in the name
of the Depositary or the nominee of such Depositary, (B) shall be deposited on
behalf of Agent Members

(as defined herein) with the Trustee as custodian for the Depositary and (C)
shall bear legends substantially to the following effect:

"UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF [INSERT NAME OF DEPOSITARY] TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE IS REGISTERED IN
THE NAME OF [INSERT NAME OF NOMINEE OF DEPOSITARY]
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF [INSERT NAME OF
DEPOSITARY] (AND ANY PAYMENT IS MADE TO [INSERT NAME
OF NOMINEE OF DEPOSITARY]) OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
[INSERT NAME OF DEPOSITARY]), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, [INSERT NAME OF NOMINEE OF
DEPOSITARY], HAS AN INTEREST HEREIN."

"TRANSFERS OF THIS NOTE SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF
[INSERT NAME OF DEPOSITARY] OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF
PORTIONS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF."

(ii) With respect only to the Global Notes deposited on behalf of the
purchasers of the Notes represented thereby with the Trustee as custodian for
the Depositary for credit to their respective accounts (or to such other
accounts as they may direct) as Euroclear or Cedel insofar as interest in the
Global Notes are held by the Agent Members for Euroclear or Cedel, the
provisions of the "Operating Procedures of the Euroclear System" and the "Terms
and Conditions Governing Use of Euroclear" and the "Management Regulations" and
"Instructions to Participants" of Cedel, respectively, shall be applicable to
such Global Notes insofar as interests therein are held by the Agent Members for
Euroclear and Cedel. Members of, or participants in, a Depositary ("Agent
Members") shall have no rights under this Indenture with respect to any Global
Note held on their behalf by the Depositary or under any Global Note, and the
Depositary may be treated by the Company, the Trustee, and any agent of the
Company or the Trustee as the absolute owner of such Global Note for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee or any agent of the Company or the Trustee from
giving effect to any written certification, proxy or other authorization
furnished by the Depositary or impair, as

between the Depositary and its Agent Members, the operation of customary
practices governing the exercise of the rights of a holder of any security.

SECTION 2.02. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The
Trustee's certificate of authentication on all Notes shall be in substantially
the following form:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This Note is one of the Notes of the series herein designated, described
or provided for in the within-mentioned Indenture.

IBJ WHITEHALL BANK & TRUST
COMPANY, as Trustee

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

SECTION 2.03. AMOUNT UNLIMITED. The aggregate principal amount of Notes
that may be authenticated and delivered under this Indenture is unlimited,
subject to compliance with the provisions of this Indenture or any indenture
supplemental hereto.

SECTION 2.04. DENOMINATIONS, DATES, INTEREST PAYMENT AND RECORD DATES.

(a) The Notes shall be issuable in registered form without coupons in
denominations of $1,000 and integral multiples thereof or such other amount or
amounts as may be authorized by the Board of Directors or a Company Order
pursuant to a Board Resolution or in one or more indenture supplements hereto;
provided that the principal amount of a Global Note shall not exceed
$200,000,000 unless otherwise permitted by the Depositary.

(b) Each Note shall be dated and issued as of the date of its
authentication by the Trustee, and shall bear an Original Issue Date or, as
provided in Section 2.13(g) hereof, two or more Original Issue Dates; each Note
issued upon transfer, exchange or substitution of a Note shall bear the Original
Issue Date or Dates of such transferred, exchanged or substituted Note, subject
to the provisions of Section 2.13(g) hereof.

(c) Each Note shall bear interest from the later of (1) its Original
Issue Date (or, if pursuant to Section 2.13 hereof, a Global Note has two or
more Original Issue Dates, interest shall, beginning on each such Original Issue
Date, begin to accrue for that part of the principal amount of such Global Note
to which that Original Issue Date is applicable), or (2) the most recent date to
which interest has been paid or duly provided for with respect to such Note
until the principal of

such Note is paid or made available for payment, and interest on each Note shall
be payable on each Interest Payment Date after the Original Issue Date.

(d) Each Note shall mature on a stated maturity specified in the Note.
The principal amount of each outstanding Note shall be payable on the maturity
date or dates specified therein.

(e) Unless otherwise specified in a Company Order pursuant to Section
2.05 hereof, interest on each of the Notes shall be calculated on the basis of a
360-day year of twelve 30-day months and shall be computed at a fixed rate until
the maturity of such Notes. The method of computing interest on any Notes not
bearing a fixed rate of interest shall be set forth in a Company Order pursuant
to Section 2.05 hereof. Unless otherwise specified in a Company Order pursuant
to Section 2.05 hereof, principal, interest and premium on the Notes shall be
payable in the currency of the United States.

(f) Except as provided in the following sentence, the Person in whose
name any Note is registered at the close of business on any Regular Record Date
or Special Record Date with respect to an Interest Payment Date for such Note
shall be entitled to receive the interest payable on such Interest Payment Date
notwithstanding the cancellation of such Note upon any registration of transfer,
exchange or substitution of such Note subsequent to such Regular Record Date or
Special Record Date and prior to such Interest Payment Date. Any interest
payable at maturity shall be paid to the Person to whom the principal of such
Note is payable.

(g) The Trustee (or any duly selected paying agent) shall provide to
the Company during each month that precedes an Interest Payment Date a list of
the principal, interest and premium to be paid on Notes on such Interest Payment
Date and to the Depositary a list of the principal, interest and premium to be
paid on Global Notes on such Interest Payment Date. The Trustee shall assume
responsibility for withholding taxes on interest paid as required by law except
with respect to any Global Note.

SECTION 2.05. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

(a) The Notes shall be executed on behalf of the Company by one of its
Chairman, President, any Vice President, its Treasurer or an Assistant Treasurer
of the Company and attested by the Secretary or an Assistant Secretary of the
Company. The signature of any of these officers on the Notes may be manual or
facsimile.

(b) Notes bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes.

(c) At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Notes executed by the Company to the
Trustee for authentication, together with or preceded by one or more Company
Orders for the authentication and delivery of such Notes,

and the Trustee in accordance with any such Company Order shall authenticate and
deliver such Notes. The Notes shall be issued in series. Such Company Order
shall specify the following with respect to each series of Notes: (i) any
limitations on the aggregate principal amount of the Notes to be issued as part
of such series, (ii) the Original Issue Date or Dates for such series, (iii) the
stated maturity of such series, (iv) the interest rate or rates, or method of
calculation of such rate or rates, for such series, (v) the terms, if any,
regarding the optional or mandatory redemption of such series, including
redemption date or dates of such series, if any, and the price or prices
applicable to such redemption (including any premium), (vi) whether or not the
Notes of such series shall be issued in whole or in part in the form of a Global
Note and, if so, the Depositary for such Global Note, (vii) the designation of
such series, (viii) if the form of the Notes of such series is not as described
in EXHIBIT A or EXHIBIT B hereto, the form of the Notes of such series, (ix) the
maximum annual interest rate, if any, of the Notes permitted for such series,
(x) any other information necessary to complete the Notes of such series, (xi)
the establishment of any office or agency pursuant to Section 5.02 hereof, (xii)
the interest payment dates, or methods of determining the same, the Regular
Record Dates, or method of determining the same, and (xiii) any other terms of
such series not inconsistent with this Indenture. Prior to authenticating Notes
of any series, and in accepting the additional responsibilities under this
Indenture in relation to such Notes, the Trustee shall receive from the Company
the following at or before the issuance of the initial Note of such series of
Notes, and (subject to Section 8.01 hereof) shall be fully protected in relying
upon:

(1) A Board Resolution authorizing such Company Order or Orders
and, if the form of Notes is established by a Board Resolution or a
Company Order pursuant to a Board Resolution, a copy of such Board
Resolution;

(2) an Opinion of Counsel stating substantially the following
subject to customary qualifications and exceptions:

(A) if the form of Notes has been established by or
pursuant to a Board Resolution, a Company Order pursuant to a
Board Resolution, or in a supplemental indenture as permitted by
Section 2.01 hereof, that such form has been established in
conformity with this Indenture;

(B) that the Indenture has been duly authorized, executed
and delivered by the Company and constitutes a valid and binding
obligation of the Company, enforceable against the Company in
accordance with its terms, except to the extent that enforcement
thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws of general application
relating to or affecting the enforcement of creditors and the
application of general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in equity) and
except as enforcement of provisions of the Indenture may be
limited by state laws affecting the remedies for the enforcement
of the security provided for in the Indenture;

(D) that such Notes have been duly authorized and executed
by the Company, and when authenticated by the Trustee and issued
by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and
binding obligations of the Company, enforceable in accordance with
their terms, except to the extent that enforcement thereof may be
limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws of general application relating to or
affecting the enforcement of creditors and the application of
general principles of equity (regardless of whether enforcement is
sought in a proceeding at law or in equity) and except as
enforcement of provisions of this Indenture may be limited by
state laws affecting the remedies for the enforcement of the
security provided for in this Indenture;

(E) that the issuance of the Notes will not result in any
default under this Indenture, or any other contract, indenture,
loan agreement or other instrument to which the Company is a party
or by which it or any of its property is bound; and

(F) that all consents or approvals of the Public Utilities
Commission of Nevada (or any successor agency) and of any other
federal or state regulatory agency required in connection with the
Company's execution and delivery of this Indenture and such series
of Notes have been obtained and not withdrawn (except that no
statement need be made with respect to state securities laws).

(3) an Officer's Certificate stating that (i) the Company is
not, and upon the authentication by the Trustee of the series of Notes,
will not be in default under any of the terms or covenants contained in
the Indenture and (ii) all conditions that must be met by the Company to
issue Notes under this Indenture have been met.

(d) The Trustee shall have the right to decline to authenticate and
deliver any Note:

(1) if the issuance of such Notes pursuant to this Indenture will
affect the Trustee's own rights, duties or immunities under the Notes and
this Indenture or otherwise in a manner that is not reasonably acceptable
to the Trustee;

(2) if the Trustee, being advised by counsel, determines that such
action may not lawfully be taken; or

(3) if the Trustee in good faith by its Board of Directors,
executive officers or a trust committee of directors and/or responsible
officers determines that such action would expose the Trustee to personal
liability to Holders of any outstanding Notes.

(e) No Note shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of an authorized officer, and
such certificate upon any Note shall be conclusive evidence, and the only
evidence, that such Note has been duly authenticated and delivered hereunder and
is entitled to the benefits of this Indenture.

(f) If all Notes of a series are not to be authenticated and issued at
one time, the Company shall not be required to deliver the Company Order, Board
Resolutions, certificate of an Expert, Officer's Certificate and Opinion of
Counsel (including any such that would be otherwise required pursuant to Section
12.05 hereof) described in Section 2.05(c) hereof at or prior to the
authentication of each Note of such series, if such items are delivered at or
prior to the time of authentication of the first Note of such series to be
authenticated and issued. If all of the Notes of a series are not authenticated
and issued at one time, for each issuance of Notes after the initial issuance of
Notes, the Company shall be required only to deliver to the Trustee the Note and
a written request (executed by one of the Chairman, the President, any Vice
President, the Treasurer, or an Assistant Treasurer) to the Trustee to
authenticate such Note and to deliver such Note in accordance with the
instructions specified by such request. Any such request shall constitute a
representation and warranty by the Company that the statements made in the
Officer's Certificate delivered to the Trustee prior to the authentication and
issuance of the first Note of such series are true and correct on the date of
such request as if made on and as of the date of such request.

SECTION 2.06. EXCHANGE AND REGISTRATION OF TRANSFER OF NOTES

(a) Subject to Section 2.13 hereof, Notes may be exchanged for one or
more new Notes of any authorized denominations and of a like aggregate principal
amount, series and stated maturity and having the same terms and Original Issue
Date or Dates. Notes to be exchanged shall be surrendered at any of the offices
or agencies to be maintained pursuant to Section 5.02 hereof, and the Trustee
shall deliver, or make available for delivery, in exchange therefor the Note or
Notes which the Noteholder making the exchange shall be entitled to receive.

(b) The Trustee shall keep, at one of said offices or agencies, a
register or registers in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall register or cause to be registered Notes and shall
register or cause to be registered the transfer of Notes as in this Article Two
provided. Such register shall be in written form or in any other form capable of
being converted into written form within a reasonable time. At all reasonable
times, such register shall be open for inspection by the Company. Upon due
presentment for registration of transfer of any Note at any such office or
agency, the Company shall execute and the Trustee shall register, authenticate
and deliver in the name of the transferee or transferees one or more new Notes
of any authorized denominations and of a like aggregate principal amount, series
and stated maturity and having the same terms and Original Issue Date or Dates.

(c) All Notes presented for registration of transfer or for exchange,
redemption or payment shall be duly endorsed by, or be accompanied by a written
instrument or instruments of

transfer in form satisfactory to the Company and the Trustee and duly executed
by the Holder or the attorney in fact of such Holder duly authorized in writing.

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

(e) The Trustee shall not be required to exchange or register a
transfer of any Notes selected, called or being called for redemption (including
Notes, if any, redeemable at the option of the Holder provided such Notes are
then redeemable at such Holder's option) except, in the case of any Note to be
redeemed in part, the portion thereof not to be so redeemed.

(f) If the principal amount, and applicable premium, of part, but not
all of a Global Note is paid, then upon surrender to the Trustee of such Global
Note, the Company shall execute, and the Trustee shall authenticate, deliver and
register, a Global Note in an authorized denomination in aggregate principal
amount equal to, and having the same terms, Original Issue Date or Dates and
series as, the unpaid portion of such Global Note.

(g) Notwithstanding any provision to the contrary herein, so long as a
Global Note remains outstanding and is held by or on behalf of the Depositary,
transfers of a Global Note, in whole or in part, shall only be made (x) in the
case of transfers of portions of a Global Note to beneficial owners thereof in
certificated form, in accordance with Section 2.13, and (y) transfers of such
Global Note in whole, and not in part, to nominees of the Depositary or to a
successor of the Depositary of such successor's nominee.

(h) If Notes are issued upon the registration of transfer, exchange or
replacement of Notes not bearing the legends required by the form of Note
attached as Exhibit A hereto and Section 2.14 below (collectively the
"Legend"), the Notes so issued shall not bear the Legend; provided that if a
Legend is removed from the face of a Note and the Note is subsequently held by
an affiliate of the Company, the Legend shall be reinstated. If Notes are
issued upon the registration of transfer, exchange or replacement of Notes
bearing the Legend, or if a request is made to remove the Legend on a Note, the
Notes so issued shall bear the Legend, or the Legend shall not be removed, as
the case may be, unless there is delivered to the Company and the Trustee such
satisfactory evidence, which may include an opinion of counsel of recognized
standing licensed to practice law in the State of New York and experienced in
matters involving the Securities Act, as may be reasonably required by the
Company that neither the Legend nor the restrictions on transfer set forth
therein are required to ensure that transfers thereof comply with applicable
securities laws. Upon provision of such satisfactory evidence, the Trustee, at
the direction of the Company, shall authenticate and deliver a Note that does
not bear the Legend.

The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Note other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and

when expressly required by the terms of, this Indenture, and to examine the
same to determine substantial compliance as to form with the express
requirements hereof.

SECTION 2.07. MUTILATED, DESTROYED, LOST OR STOLEN NOTES

(a) If any temporary or definitive Note shall become mutilated or be
destroyed, lost or stolen, the Company shall execute, and upon its request the
Trustee shall authenticate and deliver, a new Note of like form and principal
amount and having the same terms and Original Issue Date or Dates and bearing a
number not contemporaneously outstanding, in exchange and substitution for the
mutilated Note, or in lieu of and in substitution for the Note so destroyed,
lost or stolen. In every case the applicant for a substituted Note shall furnish
to the Company, the Trustee and any paying agent or Authenticating Agent such
security or indemnity as may be required by them to save each of them harmless,
and, in every case of destruction, loss or theft of a Note, the applicant shall
also furnish to the Company and to the Trustee evidence to their satisfaction of
the destruction, loss or theft of such Note and of the ownership thereof.

(b) The Trustee shall authenticate any such substituted Note and
deliver the same upon the written request or authorization of any officer of the
Company. Upon the issuance of any substituted Note, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses connected therewith.
If any Note which has matured, is about to mature, has been redeemed or called
for redemption shall become mutilated or be destroyed, lost or stolen, the
Company may, instead of issuing a substituted Note, pay or authorize the payment
of the same (without surrender thereof except in the case of a mutilated Note)
if the applicant for such payment shall furnish to the Company, the Trustee and
any paying agent or Authenticating Agent such security or indemnity as may be
required by them to save each of them harmless and, in case of destruction, loss
or theft, evidence satisfactory to the Company and the Trustee of the
destruction, loss or theft of such Note and of the ownership thereof.

(c) Every substituted Note issued pursuant to this Section 2.07 by
virtue of the fact that any Note is mutilated, destroyed, lost or stolen shall
constitute an additional contractual obligation of the Company, whether or not
such destroyed, lost or stolen Note shall be found at any time, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Notes duly issued hereunder. All Notes shall be held and owned
upon the express condition that, to the extent permitted by law, the foregoing
provisions are exclusive with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Notes and shall preclude any and all other
rights or remedies notwithstanding any law or statute existing or hereafter
enacted to the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

SECTION 2.08. TEMPORARY NOTES. Pending the preparation of definitive
Notes, the Company may execute and the Trustee shall authenticate and deliver
temporary Notes (printed, lithographed or otherwise reproduced). Temporary Notes
shall be issuable in any authorized denomination and substantially in the form
of the definitive Notes but with such omissions,

insertions and variations as may be appropriate for temporary Notes, all as may
be determined by the Company. Every such temporary Note shall be authenticated
by the Trustee upon the same conditions and in substantially the same manner,
and with the same effect, as the definitive Notes. Without unreasonable delay
the Company shall execute and shall deliver to the Trustee definitive Notes and
thereupon any or all temporary Notes shall be surrendered in exchange therefor
at the corporate trust office of the Trustee, and the Trustee shall
authenticate, deliver and register in exchange for such temporary Notes an
equal aggregate principal amount of definitive Notes. Such exchange shall be
made by the Company at its own expense and without any charge therefor to the
Noteholders. Until so exchanged, the temporary Notes shall in all respects be
entitled to the same benefits under this Indenture as definitive Notes
authenticated and delivered hereunder.

SECTION 2.09. CANCELLATION OF NOTES PAID, ETC. All Notes surrendered for
the purpose of payment, redemption, exchange or registration of transfer shall
be surrendered to the Trustee for cancellation and promptly canceled by it and
no Notes shall be issued in lieu thereof except as expressly permitted by this
Indenture. The Company's acquisition of any Notes shall operate as a redemption
or satisfaction of the indebtedness represented by such Notes and such Notes
shall be surrendered by the Company to and canceled by the Trustee.

SECTION 2.10. INTEREST RIGHTS PRESERVED. Each Note delivered under this
Indenture upon transfer of or in exchange for or in lieu of any other Note shall
carry all the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Note, and each such Note shall be so dated that neither
gain nor loss of interest shall result from such transfer, exchange or
substitution.

SECTION 2.11. SPECIAL RECORD DATE. If and to the extent that the Company
fails to make timely payment or provision for timely payment of interest on any
series of Notes (other than on an Interest Payment Date that is a maturity
date), that interest shall cease to be payable to the Persons who were the
Noteholders of such series at the applicable Regular Record Date. In that event,
when moneys become available for payment of the interest, the Trustee shall (a)
establish a date of payment of such interest and a Special Record Date for the
payment of that interest, which Special Record Date shall be not more than 15 or
fewer than 10 days prior to the date of the proposed payment and (b) mail notice
of the date of payment and of the Special Record Date not fewer than 10 days
preceding the Special Record Date to each Noteholder of such series at the close
of business on the 15th day preceding the mailing at the address of such
Noteholder, as it appeared on the register for the Notes. On the day so
established by the Trustee the interest shall be payable to the Holders of the
applicable Notes at the close of business on the Special Record Date.

SECTION 2.12. PAYMENT OF NOTES. Payment of the principal, interest and
premium on all Notes shall be payable as follows:

(a) On or before 9:30 a.m., New York City time, of the day on which
payment of principal, interest and premium is due on any Global Note pursuant to
the terms thereof, the Company shall deliver to the Trustee funds available on
such date sufficient to make such payment, by wire transfer of immediately
available funds or by instructing the Trustee to withdraw sufficient

funds from an account maintained by the Company with the Trustee or such other
method as is acceptable to the Trustee and the Depositary. On or before 10:00
a.m., New York City time, or such other time as shall be agreed upon between the
Trustee and the Depositary, of the day on which any payment of interest is due
on any Global Note (other than at maturity), the Trustee shall pay to the
Depositary such interest in same day funds. On or before 10:00 a.m., New York
City time or such other time as shall be agreed upon between the Trustee and the
Depositary, of the day on which principal, interest payable at maturity and
premium, if any, is due on any Global Note, the Trustee shall deposit with the
Depositary the amount equal to the principal, interest payable at maturity and
premium, if any, by wire transfer into the account specified by the Depositary.
As a condition to the payment, at maturity or upon redemption, of any part of
the principal of interest on and applicable premium of any Global Note, the
Depositary shall surrender, or cause to be surrendered, such Global Note to the
Trustee, whereupon a new Global Note shall be issued to the Depositary pursuant
to Section 2.06(f) hereof.

(b) With respect to any Note that is not a Global Note, principal,
applicable premium and interest due at the maturity of the Note shall be payable
in immediately available funds when due upon presentation and surrender of such
Note at the Corporate Trust Office of the Trustee or at the authorized office of
any paying agent. Interest on any Note that is not a Global Note (other than
interest payable at maturity) shall be paid to the Holder thereof as its name
appears on the register by check payable in clearinghouse funds; provided that
if the Trustee receives a written request from any Holder of Notes, the
aggregate principal amount of which having the same Interest Payment Date equals
or exceeds $10,000,000, on or before the applicable Regular Record Date for such
Interest Payment Date, interest shall be paid by wire transfer of immediately
available funds to a bank within the continental United States designated by
such Holder in its request or by direct deposit into the account of such Holder
designated by such Holder in its request if such account is maintained with the
Trustee or any paying agent.

(c) At the Company's option, payments on Notes, if such Notes are
issued in certificated form, may also be made (i) by checks mailed by the
Trustee to the holders entitled thereto at their registered addresses or (ii) to
a holder of $1,000,000 or more in aggregate principal amount of the Notes who
has delivered a written request to the Trustee at least 14 days prior to the
relevant Interest Payment Date electing to have payments made by wire transfer
to a designated account in the United States of America, by wire transfer to a
designated account. Notwithstanding the above, the final installment of
principal payable with respect to any certificated Note shall be payable as
provided in the following paragraph. The funds represented by any such checks
returned undelivered shall be held in accordance with Section 4.04.

The Trustee shall notify the Person in whose name a certificated Note is
registered at the close of business on the Record Date preceding its Maturity or
redemption of such Note in whole. Such notice shall be mailed no later than
five days prior to its Maturity or date fixed for such redemption and shall
specify that such final principal payment will be payable only upon presentation
and surrender of such Note and shall specify the place where such note may be
presented and surrendered for payment of such installment. Such notices shall
be mailed to Noteholders as provided in Article Three hereof.

SECTION 2.13. GLOBAL NOTES.

(a) If (a) the Company notifies the Trustee in writing that the
Depositary is no longer willing or able to act as depositary or the Depositary
ceases to be registered as a clearing agency under the Exchange Act and a
successor depositary is not appointed by the Company within 90 days of such
notice or cessation or (b) the Company, at its option, notifies the Trustee in
writing that it elects to cause the issuance of Series A Notes in definitive
form under this Indenture, then, upon receipt of a Company Order for the
authentication and delivery of individual Notes of such series in exchange for
such Global Notes and surrender by the Depositary of the Global Notes,
certificated Notes will be issued to each person that the Depositary identifies
as the beneficial owner of the Notes represented by the Global Notes. Upon any
such issuance, the Trustee is required to register such certificated Notes in
the name of such person or person (or the nominee of any thereof) and cause the
same to be delivered thereto.

Neither the Company nor the Trustee shall be liable for any delay by the
Depositary or any Participant or Indirect Participant in identifying the
beneficial owners of the related Series A Notes and each such person may
conclusively rely on, and shall be protected in relying on, instructions from
the Depositary for all purposes (including with respect to the registration and
delivery and the respective principal amount, of the Notes to be issued).

If after the occurrence of an Event of Default, Noteholders representing
beneficial interests aggregating at least a majority of the Outstanding
principal amount of the Notes advise the Trustee, the Company and the Depositary
through DTC Participants in writing that the continuation of a book-entry system
through the Depositary is no longer in the best interests of the Note Owners,
then the Trustee shall within ten days give notice to the Noteholders of the
occurrence of any such event and of the availability of certificated Notes in
authorized denominations in accordance with the instructions of the Depositary.
Any certificated Note delivered in exchange for a portion of a Global Note
shall, except as otherwise provided in Section 2.05(h), bear the Legend
regarding transfer restrictions set forth on the form of Note attached as
Exhibit A hereto. None of the Company or the Trustee shall be liable for any
delay in delivery of such instructions and may conclusively rely on, and shall
be fully protected in relying on, such instructions. Upon the issuance of
certificated Notes, the Trustee shall recognize the holders of the Notes as
Noteholders.

(b) Notwithstanding any provision to the contrary herein, so long as a
Global Note remains outstanding and is held by or on behalf of the Depositary,
transfers of a Global Note, in whole or in part, shall only be made (x) in the
case of transfers of portions of a Global Note to beneficial owners thereof in
certificated form, in accordance with subsection (a) of this Section 2.13, and
(y) in all other cases, in accordance with this subsection (b) (and subject, in
each case, to the provisions of any Legend (as defined herein) imprinted on such
Global Note).

(i) TRANSFERS OF GLOBAL NOTES AS SUCH. Subject to clauses (ii)
through (v) of this Section 2.13(b), transfers of a Global Note shall be
limited to transfers of such Global Note

in whole, and not in part, to nominees of the Depositary or to a
successor of the Depositary or such successor's nominee.

(ii) RULE 144A GLOBAL NOTE TO A RESTRICTED REGULATION S GLOBAL
NOTE. If a holder of a beneficial interest in the Rule 144A Global Note
deposited with the Depositary wishes at any time to exchange its interest
in such Note for an interest in the Restricted Regulation S Global note
or transfer its interest in such Note to a person who wishes to take
delivery thereof in the form of an interest in the Restricted Regulation
S Global Note, such holder may, subject to the rules and procedures of
the Depositary, exchange or transfer or cause the exchange or transfer of
such interest for an equivalent beneficial interest in the Restricted
Regulation S Global Note in accordance with, and subject to, this clause
(ii). Upon receipt by the Trustee at the Corporate Trust Office of (1)
instructions given in accordance with the Depositary's procedures from an
Agent Member directing the Trustee to credit or cause to be credited a
beneficial interest in the Restricted Regulation S Global Note in an
amount equal to the beneficial interest in the Rule 144A Global Note to
be exchanged or transferred, (2) a written order given in accordance with
the Depositary's procedures containing information regarding the
Euroclear or Cedel account to be credited with such increase and the name
of such account, and (3) a certificate in the form of Exhibit D attached
hereto given by the holder of such interest stating that the exchange or
transfer of such interest has been made in compliance with the transfer
restrictions applicable to the Notes and pursuant to and in accordance
with Regulation S, the Trustee shall instruct the Depositary to reduce
the Rule 144A Global Note by the aggregate principal amount of the
beneficial interest in the Rule 144A Global Note to be so exchanged or
transferred and the Trustee shall instruct the Depositary, concurrently
with such reduction to increase the principal amount of the Restricted
Regulation S Global Note by the aggregate principal amount of the
beneficial interest in the Rule 144A Global Note and to credit or cause
to be credited to the account of the Person specified in such
instructions (who shall be the Agent Member for Euroclear or Cedel, or
both, as the case may be) a beneficial interest in the Restricted
Regulation S Global Note equal to the reduction in the principal amount
of the Rule 144A Global Note.

(iii) RULE 144A GLOBAL NOTE TO UNRESTRICTED REGULATION S GLOBAL
NOTE. If a holder of a beneficial interest in the Rule 144A Global Note
deposited with the Depositary wishes at any time to exchange its interest
in such Note for an interest in the Unrestricted Regulation S Global Note
or transfer its interest in such Note to a Person who wishes to take
delivery thereof in the form of an interest in the Unrestricted
Regulation S Global Note, such holder may, subject to the rules and
procedures of the Depositary, exchange or cause the exchange or transfer
or cause the transfer of such interest for an equivalent beneficial
interest in the Unrestricted Regulation S Global Note in accordance with,
and subject to, this clause (iii). Upon receipt by the Trustee at the
Corporate Trust Office of (1) instructions given in accordance with the
Depositary's procedures from an Agent Member directing the Trustee to
credit or cause to be credited a beneficial interest in the Unrestricted
Regulation S Global Note in an amount equal to the beneficial interest in
the Rule 144A Global Note to be exchanged or transferred, (2) a written
order given in accordance with the Depositary's procedures containing
information regarding the participant account of the Depositary and,

in the case of a transfer pursuant to and in accordance with Regulation
S, the Euroclear or Cedel account to be credited with such increase and
(3) a certificate in the form of Exhibit E attached hereto given by the
holder of such interest stating that the exchange or transfer of such
interest has been made in compliance with the transfer restrictions
applicable to the Notes and (A) in the case of an exchange, that either
(x) the Note being exchanged is not a "restricted security" as defined in
Rule 144 under the Securities Act ("Rule 144"), or (y) the exchange is
being made to facilitate a contemporaneous transfer that complies with
this clause (iii), (B) in the case of a transfer pursuant to Regulation
S, that the Note is being transferred pursuant to and in accordance with
Regulation S, (C) in the case of a transfer pursuant to Rule 144, that
the Note is being transferred pursuant to and in accordance with Rule 144
or (D) in the case of a transfer pursuant to another exemption from the
Securities Act (including without limitation Rule 144A), specifying the
basis for such exemption, the Trustee shall instruct the Depositary to
reduce the Rule 144A Global Note by the aggregate principal amount of the
beneficial interest in the Rule 144A Global Note to be so exchanged or
transferred and the Trustee shall instruct the Depositary, concurrently
with such reduction, to increase the principal amount of the Unrestricted
Regulation S Global Note by the aggregate principal amount of the
beneficial interest in the Rule 144A Global Note and to credit or cause
to be credited to the account of the Person specified in such
instructions a beneficial interest in the Unrestricted Regulation S
Global Note equal to the reduction in the principal amount of the Rule
144A Global Note.

(iv) RESTRICTED REGULATION S GLOBAL NOTE, UNRESTRICTED
REGULATION S GLOBAL NOTE TO RULE 144A GLOBAL NOTE. If a holder or a
beneficial interest in the Restricted Regulation S Global Note or the
Unrestricted Regulation S Global Note deposited with the Depositary as
the case may be, wishes at any time to exchange its interest in such Note
for an interest in the Rule 144A Global Note or transfer its interest in
such Note to a Person who wishes to take delivery thereof in the form of
an interest in the Rule 144A Global Note, such holder may, subject to the
rules and procedures of Euroclear or Cedel and the Depositary, as the
case may be, exchange or transfer or cause the exchange or transfer of
such interest for an equivalent beneficial interest in the Rule 144A
Global Note, in accordance with, and subject to, this clause (iv). Upon
receipt by the Trustee, at the Corporate Trust Office of (1) instructions
from Euroclear or Cedel or the Depositary, as the case may be, directing
the Trustee to credit or cause to be credited a beneficial interest in
the Rule 144A Global Note in an amount equal to the beneficial interest
in the Restricted Regulation S Global Note or the Unrestricted Regulation
S Global Note to be exchanged or transferred, such instructions to
contain information regarding the Agent Member's account with the
Depositary to be credited with such increase, and, with respect to an
exchange or transfer of an interest in the Unrestricted Regulation S
Global Note or Restricted Regulation S Global Note, information regarding
the Agent Member's account with the Depositary to be debited with such
decrease, and (2) a certificate in the form of Exhibit F attached hereto
given by the holder of such interest and stating that the Person
exchanging or transferring such interest in the Restricted Regulation S
Global Note or the Unrestricted Regulation S Global Note, as the case may
be, reasonably believes that the Person acquiring such interest in the
Rule 144A Global Note is a qualified institutional buyer (as defined in
Rule 144A) and is obtaining such beneficial interest in a transaction
meeting the requirements of Rule 144A, Euroclear or Cedel or the

Trustee, as the case may be, shall instruct the Depositary to reduce the
Restricted Regulation S Global Note or the Unrestricted Regulation S
Global Note, as the case may be, by the aggregate principal amount of the
beneficial interest in the Restricted Regulation S Global Note or the
Unrestricted Regulation S global Note to be exchanged or transferred, and
the Trustee shall instruct the Depositary, concurrently with such
reduction or cancellation to increase the principal amount of the Rule
144A Global note by the aggregate principal amount of the beneficial
interest in the Restricted Regulation S Global Note or the Unrestricted
Regulation S Global Note, as the case may be, to be so exchanged or
transferred, and to credit or cause to be credited to the account of the
Person specified in such instructions a beneficial interest in the Rule
144A Global Note equal to the reduction in the principal amount of the
Restricted Regulation S Global Note or the Unrestricted Regulation S
Global Note.

(v) OTHER EXCHANGES. In the event that a Global Note is
exchanged for Notes in certificated form without interest coupons
pursuant to this Section 2.13 hereof, such Notes may be exchanged or
transferred for one another only in accordance with such procedures as
are substantially consistent with the provisions of clauses (ii) through
(v) above (including, without limitation, the certification requirements
intended to insure that such exchanges or transfers comply with Rule
144A, Rule 144 or Regulation S and generally with the Securities Act, as
the case may be) and as may be from time to time adopted by the Company
and the Trustee.

(c) Portions of a Global Note deposited with the Depositary pursuant
to Section 2.01 shall be transferred in certificated form to the beneficial
owners thereof only if such transfer complies with this Section 2.13.

(d) In order to facilitate the delivery of certificated Notes upon the
occurrence of certain events as specified in Section 2.13(a), the Company shall
promptly make available to the Trustee a reasonable supply of certificated Notes
in definitive fully registered form without interest coupons.

(e) Unless and until certificated Notes have been issued to
Noteholders:

(i) this Section shall be in full force and effect;

(ii) the Trustee may deal with the Depositary for all purposes
(including the payment of principal of and interest on the Notes) as the
authorized representative of the Noteholders;

(iii) to the extent that this Section conflicts with any other
provisions of this Indenture, this Section shall control;

(iv) the rights of Noteholders shall be exercised only through
the Depositary and shall be limited to those established by law and
agreements between such Noteholders and the Depositary and/or the Agent
Members pursuant to the Note Depositary Agreement;

(v) the Depositary will make book-entry transfers among the
Agent Members and receive and transmit payments of principal of and
interest on the Notes to such Agent Members; and

(vi) whenever this Indenture requires or permits actions to be
taken based upon instruments or directions of Noteholders evidencing a
specified percentage of the Outstanding principal amount of the Notes,
the Depositary shall be deemed to represent such percentage only to the
extent that it has received instructions to such effect from Noteholders
and/or Noteholders owning or representing, respectively, such required
percentage of the beneficial interest in the Notes and has delivered such
instructions to the Trustee.

Whenever a notice or other communication to the Noteholders is
required under this Indenture, unless and until certificated Notes have
been issued to Noteholders, the Trustee shall give all such notices and
communications to the Depositary.

(f) Neither the Company, the Trustee, any Authenticating Agent nor any
paying agent shall have any responsibility or liability for any aspect of the
records relating to, or payments made on account of, beneficial ownership
interests of a Global Note or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interest.

(g) Pursuant to the provisions of this subsection, at the option of
the Trustee and upon 30 days' written notice to the Depositary but not prior to
the first Interest Payment Date of the respective Global Notes, the Depositary
shall be required to surrender any two or more Global Notes which have identical
terms, including, without limitation, identical maturities, interest rates and
redemption provisions (but which may have differing Original Issue Dates) to the
Trustee, and the Company shall execute and the Trustee shall authenticate and
deliver to, or at the direction of, the Depositary a Global Note in principal
amount equal to the aggregate principal amount of, and with all terms identical
to, the Global Notes surrendered thereto and that shall indicate each applicable
Original Issue Date and the principal amount applicable to each such Original
Issue Date. The exchange contemplated in this subsection shall be consummated at
least 30 days prior to any Interest Payment Date applicable to any of the Global
Notes surrendered to the Trustee. Upon any exchange of any Global Note with two
or more Original Issue Dates, whether pursuant to this Section or pursuant to
Section 2.06 or Section 3.03 hereof, the aggregate principal amount of the Notes
with a particular Original Issue Date shall be the same before and after such
exchange, after giving effect to any retirement of Notes and the Original Issue
Dates applicable to such Notes occurring in connection with such exchange.

SECTION 2.14. TRANSFER RESTRICTIONS. Except as otherwise provided in an
indenture supplement for a series of Notes, the following transfer restrictions
shall apply to any Note not sold pursuant to a registration statement which has
been declared effective under the Securities Act:

(a) No transfer of a Note (or any interest therein) shall be made
except (i) to the Company or to an Initial Purchaser, (ii) so long as such Note
is eligible for resale pursuant to Rule

144A, to a person whom the seller reasonably believes is a qualified
institutional buyer (as defined in Rule 144A) ("QIB") acquiring such Note for
its own account or as a fiduciary or agent for others (which others must also be
QIBs) and to whom notice is given that the resale or other transfer is being
made in reliance on Rule 144A, (iii) outside the United States in compliance
with Rule 904 of Regulation S under the Securities Act ("Regulation S"), (iv)
pursuant to the exemption from registration provided by Rule 144 under the
Securities Act (if available), (v) to an institutional "accredited investor," as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (an
"Institutional Accredited Investor") pursuant to another available exemption
under the Securities Act or (vi) pursuant to a registration statement that has
been declared effective under the Securities Act, in each case in accordance
with any applicable securities laws of any state of the United States or any
other jurisdiction. In connection with any proposed transfer, the transferor
shall furnish to the Trustee and the Company such certifications, legal opinions
or other information as the Company may reasonably require to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act.

(b) Each purchaser of Notes from the Initial Purchasers, by its
acceptance thereof, shall be deemed to have acknowledged, represented to and
agreed with the Company and the Initial Purchasers as follows:

(1) It understands and acknowledges that the Notes have not
been registered under the Securities Act or any other applicable
securities law and that the Notes are being offered for resale in
transactions not requiring registration under the Securities Act or any
other securities laws, including sales pursuant to Rule 144A, and, unless
so registered, may not be offered, sold or otherwise transferred except
in compliance with the registration requirements of the Securities Act or
any other applicable securities laws, pursuant to an exemption therefrom
or in a transaction not subject thereto and in each case in compliance
with the conditions for transfer set forth in paragraph (4) below.

(2) It is not an "affiliate" (as defined in Rule 144 under the
Securities Act) of the Company or acting on behalf of the Company, and it
is either (a) a "qualified institutional buyer" as defined in Rule 144A
and is aware that any sale of the Notes to it will be made in reliance on
Rule 144A and such acquisition will be for its own account or for the
account of another "qualified institutional buyer" or (b) not a "U.S.
Person" as defined in Regulation S or purchasing for the account or
benefit of a U.S. Person (other than a distributor) and is purchasing
Notes in an offshore transaction in accordance with Regulation S (a
"Non-U.S. Person").

(3) It acknowledges that none of the Company, the Initial
Purchasers or any person representing the Company or the Initial
Purchasers has made any representation to it with respect to the Company
or the offering, other than the information contained in the Offering
Memorandum, which has been delivered to it and upon which it is relying
in making its investment decision with respect to the Notes. It has had
access to such financial and other information concerning the Company and
the Notes as it has deemed necessary in

connection with its decision to purchase the Notes, including an
opportunity to ask questions of and request information from the Company
and the Initial Purchasers.

(4) It is purchasing the Notes for its own account, or for one
or more investor accounts for which it is acting as a fiduciary or agent,
in each case not with a view to, or for offer or sale in connection with,
any distribution thereof in violation of the Securities Act, subject to
any requirement of law that the disposition of its property or the
property of such investor account or accounts be at all times within its
or their control and subject to its or their ability to resell such Notes
pursuant to Rule 144A or any other available exemption from registration
under the Securities Act. It agrees on its own behalf and on behalf of
any investor account for which it is purchasing the Notes, and each
subsequent holder of the Notes by its acceptance thereof will agree, to
offer, sell or otherwise transfer such Notes prior to the date that is
two years after the later of the date of original issue of such Notes and
the last date that the Company or any affiliate of the Company was the
owner of such Notes (or any predecessor thereto) (the "Resale Restriction
Termination Date") only (a) to the Company, (b) pursuant to a
registration statement that has been declared effective under the
Securities Act, (c) for so long as the Notes are eligible for resale
pursuant to Rule 144A, to a person it reasonably believes is a "qualified
institutional buyer" that purchases for its own account or for the
account of a "qualified institutional buyer" to whom notice is given that
the transfer is being made in reliance on Rule 144A, (d) pursuant to
offers and sales that occur outside the United States within the meaning
of Regulation S, or (e) pursuant to any other available exemption from
the registration requirements of the Securities Act, subject to any
requirement of law that the disposition of its property or the property
of such investor account or accounts be at all times within its or their
control. The foregoing restrictions on resale will not apply subsequent
to the Resale Restriction Termination Date. Each purchaser acknowledges
that the Company and the Trustee reserve the right prior to any offer,
sale or other transfer prior to the Resale Restriction Termination Date
of the Notes pursuant to clause (e) above to require the delivery of an
opinion of counsel, certifications and/or other information satisfactory
to the Company and the Trustee. Each purchaser acknowledges that each
Note will contain a legend substantially to the following effect:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT
FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE
(THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS
AFTER THE LATER OF THE ORIGINAL ISSUE DATE

HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE
COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH
SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C)
FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER
TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED
STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING THE EXEMPTION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, SUBJECT TO
THE COMPANY AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND OTHER INFORMATION SATISFACTORY TO EACH OF
THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER
THE RESALE RESTRICTION TERMINATION DATE.

(5) It acknowledges that the Company, the Initial Purchasers
and others will rely upon the truth and accuracy of the foregoing
acknowledgments, representations and agreements and agrees that, if any
of the acknowledgments, representations or agreements deemed to have been
made by it by its purchaser of Notes is no longer accurate, it shall
promptly notify the Company and the Initial Purchasers. If it is
acquiring any Notes as a fiduciary or agent for one or more investor
accounts, it represents that it has sole investment discretion with
respect to each such account and that is has full power to make the
foregoing acknowledgments, representations and agreements on behalf of
each such account.

SECTION 2.15 CUSIP NUMBERS. The Company in issuing the Notes may, and
in the case of Global Notes issued pursuant to Section 2.13 shall, use "CUSIP"
numbers (if then generally in use), and, if so used, the Trustee shall use
"CUSIP" numbers in notices of redemption as a convenience to holders of Notes;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Notes or as contained in
any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Notes, and any such redemption shall not
be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee in writing of any change in the CUSIP numbers. The
Global Notes issued and authenticated pursuant to Section 2.01(c) (both before
and after the expiration of the restricted period) and the Rule 144A Global
Notes shall each be assigned separate securities identification numbers.

ARTICLE THREE

REDEMPTION OF NOTES

SECTION 3.01. APPLICABILITY OF ARTICLE. Such of the Notes as are, by
their terms, redeemable prior to their stated maturity date at the option of the
Company, may be redeemed by the Company at such times, in such amounts and at
such prices as may be specified therein and in accordance with the provisions of
this Article Three.

SECTION 3.02. NOTICE OF REDEMPTION; SELECTION OF NOTES.

(a) The election of the Company to redeem any Notes shall be evidenced
by a Board Resolution which shall be given with written notice of redemption to
the Trustee (such notice shall contain the relevant information required by the
Trustee to allow it to give its notice hereunder) at least 45 days (or such
shorter period acceptable to the Trustee in its sole discretion) prior to the
redemption date specified in such notice.

(b) Notice of redemption to each Holder of Notes to be redeemed as a
whole or in part shall be given by the Trustee, in the manner provided in
Section 14.10 hereof, no less than 30 or more than 60 days prior to the date
fixed for redemption. Any notice which is given in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the
Noteholder receives the notice. In any case, failure duly to give such notice,
or any defect in such notice, to the Holder of any Note designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Note.

(c) Each such notice shall specify the date fixed for redemption, the
places of redemption and the redemption price at which such Notes are to be
redeemed, and shall state that payment of the redemption price of such Notes or
portion thereof to be redeemed will be made upon surrender of such Notes at such
places of redemption, that interest accrued to the date fixed for redemption
will be paid as specified in such notice, and that from and after such date
interest thereon shall cease to accrue. If less than all of a series of Notes
having the same terms are to be redeemed, the notice shall specify the Notes or
portions thereof to be redeemed. If any Note is to be redeemed in part only, the
notice which relates to such Note shall state the portion of the principal
amount thereof to be redeemed, and shall state that, upon surrender of such
Note, a new Note or Notes having the same terms in aggregate principal amount
equal to the unredeemed portion thereof will be issued.

(d) Unless otherwise provided by a supplemental indenture or Company
Order under Section 2.05 hereof, if less than all of a series of Notes is to be
redeemed, the Trustee shall select in accordance with its customary practice and
procedure in effect from time to time the particular Notes to be redeemed in
whole or in part and shall thereafter promptly notify the Company in writing of
the Notes so to be redeemed. If less than all of a series of Notes represented
by a Global Note is to be redeemed, the particular Notes or portions thereof of
such series to be redeemed shall be selected by the Depositary for such series
of Notes in such manner as the Depositary shall determine. Notes

shall be redeemed only in denominations of $1,000, provided that any remaining
principal amount of a Note redeemed in part shall be a denomination authorized
under this Indenture.

(e) If at the time of the mailing of any notice of redemption the
Company shall not have irrevocably directed the Trustee to apply funds deposited
with the Trustee or held by it and available to be used for the redemption of
Notes to redeem all the Notes called for redemption, such notice, at the
election of the Company, may state that it is subject to the receipt of the
redemption moneys by the Trustee before the date fixed for redemption and that
such notice shall be of no effect unless such moneys are so received before such
date.

SECTION 3.03. PAYMENT OF NOTES ON REDEMPTION; DEPOSIT OF REDEMPTION
PRICE.

(a) If notice of redemption for any Notes shall have been given as
provided in Section 3.02 hereof and such notice shall not contain the language
permitted at the Company's option under Section 3.02(e) hereof, such Notes or
portions of Notes called for redemption shall become due and payable on the date
and at the places stated in such notice at the applicable redemption price,
together with interest accrued to the date fixed for redemption of such Notes.
Interest on the Notes or portions thereof so called for redemption shall cease
to accrue and such Notes or portions thereof shall be deemed not to be entitled
to any benefit under this Indenture except to receive payment of the redemption
price together with interest accrued thereon to the date fixed for redemption.
Upon presentation and surrender of such Notes at such a place of payment in such
notice specified, such Notes or the specified portions thereof shall be paid and
redeemed at the applicable redemption price, together with interest accrued
thereon to the date fixed for redemption.

(b) If notice of redemption shall have been given as provided in
Section 3.02 hereof and such notice shall contain the language permitted at the
Company's option under Section 3.02(e) hereof, such Notes or portions of Notes
called for redemption shall become due and payable on the date and at the places
stated in such notice at the applicable redemption price, together with interest
accrued to the date fixed for redemption of such Notes, and interest on the
Notes or portions thereof so called for redemption shall cease to accrue and
such Notes or portions thereof shall be deemed not to be entitled to any benefit
under this Indenture except to receive payment of the redemption price together
with interest accrued thereon to the date fixed for redemption; provided that,
in each case, the Company shall have deposited with the Trustee or a paying
agent on or prior to such redemption date an amount sufficient to pay the
redemption price together with interest accrued to the date fixed for
redemption. Upon the Company making such deposit and, upon presentation and
surrender of such Notes at such a place of payment in such notice specified,
such Notes or the specified portions thereof shall be paid and redeemed at the
applicable redemption price, together with interest accrued thereon to the date
fixed for redemption. If the Company shall not make such deposit on or prior to
the redemption date, the notice of redemption shall be of no force and effect
and the principal on such Notes or specified portions thereof shall continue to
bear interest as if the notice of redemption had not been given.

(c) No notice of redemption of Notes shall be mailed during the
continuance of any Event of Default, except (1) that, when notice of redemption
of any Notes has been mailed, the Company shall redeem such Notes but only if
funds sufficient for that purpose have prior to the occurrence of such Event of
Default been deposited with the Trustee or a paying agent for such purpose, and
(2) that notices of redemption of all outstanding Notes may be given during the
continuance of an Event of Default.

(d) Upon surrender of any Note redeemed in part only, the Company
shall execute, and the Trustee shall authenticate, deliver and register, a new
Note or Notes of authorized denominations in aggregate principal amount equal
to, and having the same terms, Original Issue Date or Dates and series as, the
unredeemed portion of the Note so surrendered.

ARTICLE FOUR

SATISFACTION AND DISCHARGE; UNCLAIMED MONEYS

SECTION 4.01. SATISFACTION AND DISCHARGE.

(a) If at any time:

(1) the Company shall have paid or caused to be paid the
principal of and premium, if any, and interest on all the outstanding
Notes, as and when the same shall have become due and payable,

(2) the Company shall have delivered to the Trustee for
cancellation all outstanding Notes, or

(3) the Company shall have irrevocably deposited or caused to
be irrevocably deposited with the Trustee as trust funds the entire
amount in (A) cash, (B) U.S. Government Obligations maturing as to
principal and interest in such amounts and at such times as will insure
the availability of cash, or (C) a combination of cash and U.S.
Government Obligations, in any case sufficient, without reinvestment, as
certified by an independent public accounting firm of national reputation
in a written certification delivered to the Trustee, to pay at maturity
or the applicable redemption date (provided that notice of redemption
shall have been duly given or irrevocable provision satisfactory to the
Trustee shall have been duly made for the giving of any notice of
redemption) all outstanding Notes, including principal and any premium
and interest due or to become due to such date of maturity, as the case
may be and, unless all outstanding Notes are to be due within 90 days of
such deposit by redemption or otherwise, shall also deliver to the
Trustee an Opinion of Independent Counsel to the effect that the Company
has received from, or there has been published by, the Internal Revenue
Service a ruling or similar pronouncement by the Internal Revenue Service
or that there has been a change of law, in either case to the effect that
the Holders of the Notes will not recognize income, gain or loss for
United States federal income tax purposes as a result of such defeasance
or discharge of the Indenture,

and if, in any such case, the Company shall also pay or cause to be paid all
other sums payable hereunder by the Company, then this Indenture shall cease to
be of further effect (except as to (i) rights of registration of transfer and
exchange of Notes, (ii) substitution of mutilated, defaced, destroyed, lost or
stolen Notes, (iii) rights of Noteholders to receive payments of principal
thereof, and any premium and interest thereon, upon the original stated due
dates therefor or upon the applicable redemption date (but not upon acceleration
of maturity) from the moneys and U.S. Government Obligations held by the Trustee
pursuant to Section 4.02 hereof, (iv) the rights and immunities and indemnities
of the Trustee hereunder, (v) the rights of the Holders of Notes as
beneficiaries hereof with respect to the property so deposited with the Trustee
payable to all or any of them, (vi) the obligations and rights of the Trustee
and the Company under Section 4.04 hereof, and (vii) the duties of the Trustee
with respect to any of the foregoing), and the Company shall be deemed to have
paid and discharged the entire indebtedness represented by, and its obligations
under, the Notes, and the Trustee, on demand of the Company and at the cost and
expense of the Company, shall execute proper instruments acknowledging such
satisfaction of and discharging this Indenture and the Trustee shall at the
request of the Company return to the Company all property and money held by it
under this Indenture and determined by it from time to time in accordance with
the certification pursuant to this Section 4.01(a)(3) to be in excess of the
amount required to be held under this Section.

If the Notes are deemed to be paid and discharged pursuant to this
Section 4.01(a)(3) within 15 days after those Notes are so deemed to be paid and
discharged, the Trustee shall cause a written notice to be given to each Holder
in the manner provided by Section 14.10 hereof. The notice shall:

(i) state that the Notes are deemed to be paid and discharged;

(ii) set forth a description of any U.S. Government Obligations
and cash held by the Trustee as described above; and

(iii) if any Notes will be called for redemption, specify the date
or dates on which those Notes are to be called for redemption.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 8.06 hereof, shall
survive.

(b) If the Company shall have paid or caused to be paid the principal
of and premium, if any, and interest on any Note, as and when the same shall
have become due and payable or the Company shall have delivered to the Trustee
for cancellation any outstanding Note, such Note shall cease to be entitled to
any lien, benefit or security under this Indenture.

SECTION 4.02. DEPOSITED MONEYS TO BE HELD IN TRUST BY TRUSTEE. All moneys
and U.S. Government Obligations deposited with the Trustee pursuant to Section
4.01 hereof, shall be held in trust and applied by it to the payment, either
directly or through any paying agent (including the Company if acting as its own
paying agent), to the Holders of the particular

Notes for the payment or redemption of which such moneys and U.S. Government
Obligations have been deposited with the Trustee of all sums due and to become
due thereon for principal and premium, if any, and interest.

SECTION 4.03. PAYING AGENT TO REPAY MONEYS HELD. Upon the satisfaction
and discharge of this Indenture all moneys then held by any paying agent for the
Notes (other than the Trustee) shall, upon written demand by an Authorized
Agent, be repaid to the Company or paid to the Trustee, and thereupon such
paying agent shall be released from all further liability with respect to such
moneys.

SECTION 4.04. RETURN OF UNCLAIMED MONEYS. Any moneys deposited with or
paid to the Trustee for payment of the principal of or any premium or interest
on any Notes and not applied but remaining unclaimed by the Holders of such
Notes for two years after the date upon which the principal of or any premium or
interest on such Notes, as the case may be, shall have become due and payable,
shall be repaid to the Company by the Trustee on written demand by an Authorized
Agent, and all liability of the Trustee shall thereupon cease; and any Holder of
any of such Notes shall thereafter look only to the Company for any payment
which such Holder may be entitled to collect.

ARTICLE FIVE

PARTICULAR COVENANTS OF THE COMPANY

SECTION 5.01. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The Company
covenants and agrees for the benefit of the Holders of the Notes that it will
duly and punctually pay or cause to be paid the principal of and any premium and
interest on each of the Notes at the places, at the respective times and in the
manner provided in such Notes or in this Indenture.

SECTION 5.02. OFFICE FOR NOTICES AND PAYMENTS, ETC. So long as any of the
Notes remain outstanding, the Company at its option may cause to be maintained
in the Borough of Manhattan, the City and State of New York, or elsewhere, an
office or agency where the Notes may be presented for registration of transfer
and for exchange as in this Indenture provided, and where, at any time when the
Company is obligated to make a payment of principal and premium upon Notes, the
Notes may be surrendered for payment, and may maintain at any such office or
agency and at its principal office an office or agency where notices and demands
to or upon the Company in respect of the Notes or of this Indenture may be
served. The designation of any such office or agency shall be made by Company
Order pursuant to Section 2.05 hereof or at any subsequent time pursuant to this
Section 5.02 hereof. The Company will give to the Trustee written notice of the
location of each such office or agency and of any change of location thereof. If
the Company shall fail to give such notice of the location or of any change in
the location of any such office or agency, presentations may be made and notices
and demands may be served at the Corporate Trust Office of the Trustee.

SECTION 5.03. APPOINTMENTS TO FILL VACANCIES IN TRUSTEE'S OFFICE. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 8.11 hereof, a Trustee, so that
there shall at all times be a Trustee hereunder.

SECTION 5.04. PROVISION AS TO PAYING AGENT. The Trustee shall be the
paying agent for the Notes and, at the option of the Company, the Company may
appoint additional paying agents (including without limitation itself). Whenever
the Company shall appoint an additional paying agent, it shall cause such paying
agent to execute and deliver to the Trustee an instrument in which such agent
shall agree with the Trustee, subject to this Section 5.04:

(1) that it will hold in trust for the benefit of the Holders and
the Trustee all sums held by it as such agent for the payment of the
principal of and any premium or interest on the Notes (whether such sums
have been paid to it by the Company or by any other obligor on such
Notes) in trust for the benefit of the Holders of such Notes;

(2) that it will give to the Trustee notice of any failure by the
Company (or by any other obligor on such Notes) to make any payment of
the principal of and any premium or interest on such Notes when the same
shall be due and payable; and

(3) that it will at any time during the continuance of any such
failure, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such paying agent.

If the Company shall act as its own paying agent with respect to any
Notes, it will, on or before each due date of the principal of and any premium
or interest on such Notes, set aside, segregate and hold in trust for the
benefit of the Holders of such Notes a sum sufficient to pay such principal and
any premium or interest so becoming due and will notify the Trustee of any
failure by it to take such action and of any failure by the Company (or by any
other obligor on such Notes) to make any payment of the principal of and any
premium or interest on such Notes when the same shall become due and payable.

Whenever the Company shall have one or more paying agents, it will, on or
prior to each due date of the principal of (and premium, if any) or interest, if
any, on any Notes, deposit with such paying agent a sum sufficient to pay the
principal (and premium, if any) or interest, if any, so becoming due, such sum
to be held in trust for the benefit of the Persons entitled to such principal,
premium or interest, if any, and (unless such paying agent is the Trustee) the
Company shall promptly notify the Trustee of any failure on its part to so act.

Anything in this Section 5.04 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by it or any paying agent hereunder, as
required by this Section 5.04, such sums to be held by the Trustee upon the
trusts herein contained.

Anything in this Section 5.04 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 5.04 is subject to
Sections 5.03 and 5.04 hereof.

SECTION 5.05. CERTIFICATES AND NOTICE TO TRUSTEE. The Company shall, on
or before May 1 of each year, beginning in 2000, deliver to the Trustee a
certificate from its principal executive officer, principal financial officer or
principal accounting officer covering the preceding calendar year and stating
whether or not, to the knowledge of such party, the Company has complied with
all conditions and covenants under this Indenture, and, if not, describing in
reasonable detail any failure by the Company to comply with any such conditions
or covenants. For purposes of this Section, compliance shall be determined
without regard to any period of grace or requirement of notice provided under
this Indenture.

ARTICLE SIX

NOTEHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

SECTION 6.01. NOTEHOLDER LISTS.

(a) The Company shall furnish or cause to be furnished to the Trustee
semiannually, not later than 15 days after each Regular Record Date for each
Interest Payment Date that is not a maturity date and at such other times as
such Trustee may request in writing, within 30 days after receipt by the Company
of any such request, a list in such form as the Trustee may reasonably require
containing all the information in the possession or control of the Company, or
any paying agents other than the Trustee, as to the names and addresses of the
Holders of Notes, obtained since the date as of which the next previous list, if
any, was furnished. Any such list may be dated as of a date not more than 15
days prior to the time such information is furnished or caused to be furnished
and need not include information received after such date; provided that as long
as the Trustee is the registrar for the Notes, no such list shall be required to
be furnished. The Trustee shall preserve any list provided to it pursuant to
this Section until such time as the Company or any paying agent, as applicable,
shall provide it with a more recent list.

(b) Within five business days after the receipt by the Trustee of a
written application by any three or more Holders holding in the aggregate no
less than 25% of the then outstanding principal amount of the Notes stating that
the applicants desire to communicate with other Holders with respect to their
rights under the Indenture or under the Notes, and accompanied by a copy of the
form of proxy or other communication which such applicants propose to transmit,
and by reasonable proof that each such applicant has owned a Note for a period
of at least six months preceding the date of such application, the Trustee
shall, at its election, either:

(i) afford to such applicants access to all information
furnished to or received by the Trustee pursuant to Section 6.01(a)
hereof or, if applicable, in its capacity as registrar to the Notes; or

(ii) inform such applicants as to the approximate number of
Holders according to the most recent information furnished to or
received by the Trustee under Section 6.01(a) hereof or if applicable in
its capacity as registrar for the Notes, and as to the approximate cost
of mailing to such Holders the form of proxy or other communication, if
any, specified in such application.

If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder of Notes a copy of the form of proxy or other communication
which is specified in such request, with reasonable promptness after a tender to
the Trustee of the material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of such mailing, unless within five days
after such tender the Trustee shall mail to such applicants and file with the
Commission, together with a copy of the material to be mailed, a written
statement to the effect that, in the opinion of the Trustee, such mailing would
be contrary to the best interests of the Holders or would be in violation of
applicable law. Such written statement shall specify the basis of such opinion.
If the Commission, after opportunity for a hearing upon the objections specified
in the written statement so filed, shall enter an order refusing to sustain any
of such objections or if, after the entry of an order sustaining one or more of
such objections, the Commission shall find, after notice and opportunity for
hearing, that all the objections so sustained have been met and shall enter an
order so declaring, the Trustee shall mail copies of such material to all
Holders with reasonable promptness after the entry of such order and the renewal
of such tender; otherwise the Trustee shall be relieved of any obligation or
duty to such applicants respecting their application.

(c) Every Holder of a Note, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any paying agent nor any Authenticating Agent shall be held accountable by
reason of the disclosure of any such information as to the names and addresses
of the Holders in accordance with this Section, regardless of the source from
which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
this Section.

SECTION 6.02. REPORTS BY THE COMPANY. The Company shall:

(a) As of the date hereof, the Company is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act. While the Company is
subject to such reporting requirements, it shall file with the Trustee, and the
Trustee shall provide Noteholders, within 30 days after it files them with the
Commission, copies of its annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may by rules and regulations prescribe) that the Company is required
to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act.

(b) If at any time (i) the Company is not subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, (ii) the Company is not
exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act and
(iii) any Notes are "restricted securities" within the meaning of Rule 144 under
the Securities Act, upon the request of a Noteholder, the Company shall promptly

furnish or cause to be furnished "Rule 144A Information" (as defined herein) to
such Noteholder or Note Owner or to a prospective purchaser of such Note
designated by such Noteholder or Note Owner in order to permit compliance by
such holder or beneficial owner with Rule 144A in connection with the resale of
such Note (or interest therein) to a QIB. "Rule 144A Information" shall be such
information as is specified pursuant to Rule 144A(d)(4) under the Securities Act
(or any successor provision thereto).

(c) So long as any of the Notes are Outstanding and the Company is not
required to make reports under the requirements of Section 13 or 15(d) of the
Exchange Act, in addition to the requirement to furnish Rule 144A Information as
provided in subsection (b), the Company shall file with the Trustee, and the
Trustee shall (upon the written request thereof delivered to the Trustee)
provide to any Noteholder, annual consolidated financial statements of the
Company prepared in accordance with GAAP and the FERC uniform system of
accounts, as applicable, except as noted therein (together with notes thereto
and a report thereon by an independent accountant of established national
reputation) and setting forth in comparative form the figures for the previous
fiscal year, such statements to be filed with the Trustee within 120 days after
the end of the fiscal year covered thereby. In addition, the Company will file
with the Trustee, and the Trustee will (upon written request thereof delivered
to the Trustee) provide to any Noteholder, unaudited consolidated financial
statements (including a balance sheet and statements of income and retained
earnings) of the Company as of the end of each of the first three fiscal
quarters of each fiscal year and for the period of such fiscal year then ended
prepared on a basis consistent with the annual financial statements furnished
pursuant to this clause (c) and setting forth in comparative form the figures
for the corresponding periods in the previous fiscal year, such statements to be
filed with the Trustee within 60 days after the end of each such fiscal quarter.
Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely conclusively on Officer's Certificates).

SECTION 6.03. REPORTS BY THE TRUSTEE.

(a) Within 60 days after May 15 of each year on or after the TIA
Qualification Date, beginning with the May 15 after the first issuance of Notes
hereunder, the Trustee shall transmit by mail a brief report dated as of such
date that complies with Section 313(a) of the TIA (to the extent required by
such Section).

(b) From and after the TIA Qualification Date, the Trustee shall from
time to time transmit by mail brief reports that comply, both in content and
date of delivery, with Section 313(b) of the TIA (to the extent required by such
Section).

(c) A copy of each such report filed pursuant to this section shall,
at the time of such transmission to such Holders, be filed by the Trustee with
each stock exchange upon which any

Notes are listed and also with the Commission. The Company will notify the
Trustee promptly upon the listing of such Notes on any stock exchange.

(d) Reports pursuant to this Section shall be transmitted

(1) by mail to all Holders of Notes, as their names and
addresses appear in the register for the Notes;

(2) by mail to such Holders of Notes as have, within the two
years preceding such transmission, filed their names and addresses with
the Trustee for such purpose;

(3) by mail, except in the case of reports pursuant to Section
6.03(b) and (c) hereof, to all Holders of Notes whose names and addresses
have been furnished to or received by the Trustee pursuant to Section
6.01 hereof; and

(4) at the time such report is transmitted to the Holders of
the Notes, to each exchange on which Notes are listed and also with the
Commission.

ARTICLE SEVEN

REMEDIES OF THE TRUSTEE AND
NOTEHOLDERS ON EVENTS OF DEFAULT

SECTION 7.01. EVENTS OF DEFAULT.

(a) If one or more of the following Events of Default shall have
occurred and be continuing:

(1) default in the payment of any installment of interest upon
any of the Notes as and when the same shall become due and payable, and
continuance of such default for a period of 30 days;

(2) default in the payment of the principal of or any premium
on any of the Notes as and when the same shall become due and payable
and continuance of such default for five days;

(3) failure on the part of the Company to duly observe or
perform any other of the covenants or agreements on the part of the
Company contained in the Notes or in this Indenture for a period of 90
days after the date on which written notice of such failure, requiring
the same to be remedied and stating that such notice is a "Notice of
Default" hereunder, shall have been given to the Company by the Trustee
by registered mail, 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;

(4) a default under any mortgage, indenture or instrument under
which there may be issued or by which there may be secured or evidenced
any indebtedness of the Company, whether such indebtedness now exists or
is created hereafter, which default (a) is caused by a failure to pay
principal of such indebtedness after notice and the lapse of any
applicable grace period provided in such indebtedness on the date of such
default (a "payment default") or (b) results in the acceleration of such
indebtedness prior to its express maturity (and such acceleration is not
rescinded, or such indebtedness is not repaid, within 30 days) and, in
each case, the principal amount of any such indebtedness, together with
the principal amount of any other such indebtedness under which there has
been a payment default or the maturity of which has been so accelerated
(and such acceleration is not rescinded, or such indebtedness is not
repaid, within 30 days), aggregates $15,000,000;

(5) one or more judgments in an aggregate amount in excess of
$15,000,000 not covered by adequate insurance shall have been rendered
against the Company and the judgments remain undischarged, unpaid or
unstayed for a period of 60 days after the judgment or judgments become
final and nonappealable;

(6) the entry of a decree or order by a court having
jurisdiction over the Company for relief in respect of the Company under
Title 11 of the United States Code, as now constituted or hereafter
amended, or any other applicable federal or state bankruptcy, insolvency
or other similar law, or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or similar official of the Company or
of any substantial part of its property, or ordering the winding-up or
liquidation of its affairs, and the continuance of any such decree or
order unstayed and in effect for a period of 60 consecutive days; or

(7) the filing by the Company with respect to itself or its
property of a petition or answer or consent seeking relief under Title
11 of the United States Code, as now constituted or hereafter amended,
or any other applicable federal or state bankruptcy, insolvency or other
similar law, or the consent by it to the institution of proceedings
thereunder or to the filing of any such petition or to the appointment
of or taking possession by a receiver, liquidator, assignee, trustee,
custodian, sequestrator or other similar official of the Company or of
any substantial part of its property, or the failure of the Company
generally to pay its debts as such debts become due, or the taking of
corporate action by the Company to effectuate any such action;

then and in each and every such case, unless the principal of all of the Notes
shall have already become due and payable, either the Trustee or the Holders of
a majority in aggregate principal amount of the Notes then outstanding, by
notice in writing to the Company (and to the Trustee if given by Noteholders),
may declare the principal of all the Notes to be due and payable immediately and
upon any such declaration the same shall become and shall be immediately due and
payable, anything in this Indenture or in the Notes contained to the contrary
notwithstanding. This provision, however, is subject to the condition that if,
at any time after the principal of the Notes shall have been so declared due and
payable, and before any judgment or decree for the payment of the moneys due
shall have been obtained or entered as hereinafter provided the Company shall
pay or shall

deposit with the Trustee a sum sufficient to pay all matured installments of
interest upon all of the Notes and the principal of and any premium on any and
all Notes which shall have become due otherwise than by acceleration (with
interest on overdue installments of interest, to the extent that payment of such
interest is enforceable under applicable law, and on such principal and
applicable premium at the rate borne by the Notes to the date of such payment or
deposit) and all sums paid or advanced by the Trustee hereunder, the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 8.06 hereof,
and any and all defaults under this Indenture, other than the non-payment of
principal of and accrued interest on Notes which shall have become due solely by
acceleration of maturity, shall have been cured or waived, then and in every
such case such payment or deposit shall cause an automatic waiver of the Event
of Default and its consequences and shall cause an automatic rescission and
annulment of the acceleration of the Notes; but no such waiver or rescission and
annulment shall extend to or shall affect any subsequent default, or shall
impair any right consequent thereon.

(b) If the Trustee shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned
because of such rescission or annulment or for any other reason or shall have
been determined adversely to the Trustee, then and in every such case the
Company and the Trustee shall be restored respectively to their several
positions and rights hereunder, and all rights, remedies and powers of the
Company and the Trustee shall continue as though no such proceeding had been
taken.

SECTION 7.02. PAYMENT OF NOTES ON DEFAULT; SUIT THEREFOR.

(a) The Company covenants that in case of:

(1) default in the payment of any installment of interest upon
any of the Notes as and when the same shall become due and payable, and
continuance of such default for a period of 30 days; or

(2) default in the payment of the principal of or any premium
on any of the Notes as and when the same shall have become due and
payable whether at the stated maturity thereof, upon redemption thereof
(provided that such redemption is not conditioned upon the deposit of
sufficient moneys for such redemption), upon declaration of acceleration
or otherwise and continuation of such default for a period of five days;

then, upon demand of the Trustee, the Company shall pay to the Trustee, for the
benefit of the Holders of the Notes, the whole amount that then shall have so
become due and payable on all such Notes for principal and any premium or
interest, or both, as the case may be, with interest upon the overdue principal
and any premium and (to the extent that payment of such interest is enforceable
under applicable law) upon the overdue installments of interest at the rate
borne by the Notes; and, in addition thereto, such further amounts as shall be
sufficient to cover the costs and expenses of collection, including reasonable
compensation to the Trustee, its agents, attorneys and counsel, any

expenses or liabilities incurred by the Trustee hereunder other than through its
negligence or bad faith, and any other amounts due the Trustee under Section
8.06 hereof.

(b) If the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any actions or proceedings at law or in
equity for the collection of the sums so due and unpaid and may enforce any such
judgment or final decree against the Company or any other obligor on the Notes
and collect in the manner provided by law out of the property of the Company or
any other obligor on such series of Notes wherever situated, the moneys adjudged
or decreed to be payable.

(c) If there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company or any other obligor on the Notes under the
United States Bankruptcy Code or any other applicable law, or in case a receiver
or trustee shall have been appointed for the property of the Company or such
other obligor, or in the case of any similar judicial proceedings relative to
the Company or other obligor upon the Notes, or to the creditors or property of
the Company or such other obligor, the Trustee, irrespective of whether the
principal of the Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made
any demand pursuant to this Section 7.02, shall be entitled and empowered, by
intervention in such proceedings or otherwise, to file and prove a claim or
claims for the whole amount of principal and any premium and interest owing and
unpaid in respect of the Notes, and, in case of any judicial proceedings, to
file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any amounts due
to the Trustee under Section 8.06 hereof) and of the Holders of Notes allowed in
such judicial proceedings relative to the Company or any other obligor on the
Notes, its or their creditors, or its or their property, and to collect and
receive any moneys or other property payable or deliverable on any such claims,
and to distribute the same after the deduction of its charges and expenses.

(d) All claims and rights of action under this Indenture, or under any
of the Notes, may be enforced by the Trustee without the possession of any of
the Notes, or the production thereof in any trial or other proceeding relative
thereto, and any such suit or proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment shall be for the ratable benefit of the Holders of the Notes in respect
of which such action was taken.

(e) Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent or to accept or adopt on behalf of any Noteholder any
plan of reorganization, arrangement, adjustment or composition affecting the
Notes or the rights of any Holder thereof, or to authorize the Trustee to vote
in respect of the claim of any Noteholder in any such proceeding.

SECTION 7.03. APPLICATION OF MONEYS COLLECTED BY TRUSTEE. Any moneys
collected by the Trustee with respect to any of the Notes pursuant to this
Article Seven shall be applied in the order following, at the date or dates
fixed by the Trustee for the distribution of such moneys, upon presentation of
the several Notes, and stamping thereon the payment, if only partially paid, and
upon surrender thereof if fully paid.

FIRST: To the payment of all amounts due to the Trustee pursuant to
Section 8.06 hereof;

SECOND: If the principal of the outstanding Notes in respect of which
such moneys have been collected shall not have become due and be unpaid,
to the payment of interest on the Notes, in the order of the maturity of
the installments of such interest, with interest (to the extent allowed
by law and to the extent that such interest has been collected by the
Trustee) upon the overdue installments of interest at the rate borne by
the Notes, such payments to be made ratably to the persons entitled
thereto, and then to the payment to the Holders entitled thereto of the
unpaid principal of and applicable premium on any of the Notes which
shall have become due (other than Notes previously called for redemption
for the payment of which moneys are held pursuant to the provisions of
this Indenture), whether at stated maturity or by redemption, in the
order of their due dates, beginning with the earliest due date, and if
the amount available is not sufficient to pay in full all Notes due on
any particular date, then to the payment thereof ratably, according to
the amounts of principal and applicable premium due on that date, to the
Holders entitled thereto, without any discrimination or privilege;

THIRD: If the principal of the outstanding Notes in respect of which such
moneys have been collected shall have become due, by declaration or
otherwise, to the payment of the whole amount then owing and unpaid upon
the Notes for principal and any premium and interest thereon, with
interest on the overdue principal and any premium and (to the extent
allowed by law and to the extent that such interest has been collected by
the Trustee) upon overdue installments of interest at the rate borne by
the Notes; and in case such moneys shall be insufficient to pay in full
the whole amount so due and unpaid upon the Notes, then to the payment of
such principal and any premium and interest without preference or
priority of principal and any premium over interest, or of interest over
principal and any premium or of any installment of interest over any
other installment of interest, or of any Note over any other Note,
ratably to the aggregate of such principal and any premium and accrued
and unpaid interest; and

FOURTH: to the payment of the remainder, if any, to the Company or its
successors or assigns, or to whomsoever may lawfully be entitled to the
same, or as a court of competent jurisdiction may determine.

SECTION 7.04. PROCEEDINGS BY NOTEHOLDERS.

(a) No Holder of any Note shall have any right by virtue of or by
availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Indenture
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless such Holder previously shall have given to the Trustee written
notice of an Event of Default with respect to such Note and of the continuance
thereof, as hereinabove provided, and unless also Noteholders of a majority in
aggregate principal amount of the Notes then outstanding affected by such Event
of Default shall have made written request upon the Trustee to

institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding.

(b) Notwithstanding any other provision in this Indenture, however,
the rights of any Holder of any Note to receive payment of the principal of and
any premium and interest on such Note, on or after the respective due dates
expressed in such Note or on the applicable redemption date, or to institute
suit for the enforcement of any such payment on or after such respective dates
shall not be impaired or affected without the consent of such Holder.

SECTION 7.05. PROCEEDINGS BY TRUSTEE. In case of an Event of Default
hereunder the Trustee may in its discretion proceed to protect and enforce the
rights vested in it by this Indenture by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any of such
rights, either by suit in equity or by action at law or by proceeding in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted to it under this Indenture, or to enforce any other legal or equitable
right vested in the Trustee by this Indenture or by law.

SECTION 7.06. REMEDIES CUMULATIVE AND CONTINUING. All powers and remedies
given by this Article Seven to the Trustee or to the Noteholders shall, to the
extent permitted by law, be deemed cumulative and not exclusive of any powers
and remedies hereof or of any other powers and remedies available to the Trustee
or the Holders of the Notes, by judicial proceedings or otherwise, to enforce
the performance or observance of the covenants and agreements contained in this
Indenture, and no delay or omission of the Trustee or of any Holder of any of
the Notes in exercising any right or power accruing upon any default occurring
and continuing as aforesaid shall impair any such right or power, or shall be
construed to be a waiver of any such default or an acquiescence therein; and,
subject to Section 7.04 hereof, every power and remedy given by this Article
Seven or by law to the Trustee or to the Noteholders may be exercised from time
to time, and as often as shall be deemed expedient, by the Trustee or by the
Noteholders.

SECTION 7.07. DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS BY MAJORITY
OF NOTEHOLDERS. The Holders of a majority in aggregate principal amount of the
Notes at the time outstanding shall have the right to direct the time, method,
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee; provided, that
(subject to Section 8.01 hereof) the Trustee shall have the right to decline to
follow any such direction if the Trustee being advised by counsel determines
that the action or proceeding so directed may not lawfully be taken or if the
Trustee in good faith shall determine that the action or proceeding so directed
would involve the Trustee in personal liability or would be unduly prejudicial
to the rights of Noteholders not joining in such directions. The Holders of a
majority in aggregate principal amount of the Notes at the time outstanding may
on behalf of all of the Holders of the Notes waive any past default or Event of
Default hereunder and its consequences except a default in the payment of
principal of or any premium or interest on the

Notes. Upon any such waiver the Company, the Trustee and the Holders of the
Notes shall be restored to their former positions and rights hereunder,
respectively, but no such waiver shall extend to any subsequent or other default
or Event of Default or impair any right consequent thereon. Whenever any default
or Event of Default hereunder shall have been waived as permitted by this
Section 7.07, said default or Event of Default shall for all purposes of the
Notes and this Indenture be deemed to have been cured and to be not continuing.

SECTION 7.08. NOTICE OF DEFAULT. The Trustee shall, within 90 days after
the occurrence of a default, give to all Holders of the Notes, in the manner
provided in section 14.10, notice of such default, unless such default shall
have been cured before the giving of such notice. For the purpose of this
Section 7.08, the term "default" means any event which is or after notice or
lapse of time or both would become an Event of Default; provided that, except in
the case of default in the payment of the principal of or any premium or
interest on any of the Notes, or in the payment of any sinking or purchase fund
installments, the Trustee shall be protected in withholding such notice if and
so long as it in good faith determines that the withholding of such notice is in
the interests of the Holders of the Notes. The Trustee shall not be charged with
knowledge of any default or Event of Default unless a Responsible Officer of the
Trustee shall have actual knowledge of such default or Event of Default.

SECTION 7.09. UNDERTAKING TO PAY COSTS. All parties to this Indenture
agree, and each Holder of any Note by acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party
litigant; but this Section 7.09 shall not apply to any suit instituted by the
Trustee, or to any suit instituted by any Noteholder, or group of Noteholders,
holding in the aggregate more than 10% in principal amount of the Notes
outstanding, or to any suit instituted by any Noteholder for the enforcement of
the payment of the principal of or any premium or interest on any Note on or
after the due date expressed in such Note or the applicable redemption date.

ARTICLE EIGHT

CONCERNING THE TRUSTEE

SECTION 8.01. DUTIES AND RESPONSIBILITIES OF TRUSTEE.

(a) The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Indenture. If an Event of Default has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights and powers vested in it
by this Indenture, and use the same degree of care and skill in their exercise,
as a prudent person would exercise or use under the circumstances in the conduct
of his or her own affairs.

(b) No provisions of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct, except that:

(1) prior to the occurrence of any Event of Default and after the
curing or waiving of all Events of Default which may have occurred

(A) the duties and obligations of the Trustee shall be
determined solely by the express provisions of this Indenture, and
the Trustee shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this
Indenture, and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and

(B) in the absence of bad faith on the part of the Trustee,
the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture; but, in the case
of any such certificates or opinions which by any provision hereof
are specifically required to be furnished to the Trustee, the
Trustee shall be under a duty to examine the same to determine
whether or not they conform to the requirements of this Indenture;

(2) the Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer or officers of the Trustee,
unless it shall be conclusively proved by a court of competent
jurisdiction beyond all applicable appeals that the Trustee was negligent
in ascertaining the pertinent facts; and

(3) the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with
Section 7.07 hereof relating to the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee under this Indenture.

SECTION 8.02. RELIANCE ON DOCUMENTS, OPINIONS, ETC. Except as otherwise
provided in Section 8.01 hereof:

(a) the Trustee may conclusively rely and shall be fully protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, note or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;

(b) any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by an Officers' Certificate (unless other
evidence in respect thereof is herein specifically prescribed); and any Board
Resolution may be evidenced to the Trustee by a copy thereof certified by the
Secretary or an Assistant Secretary of the Company;

(c) the Trustee may consult with counsel and any advice or Opinion of
Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance upon such advice or Opinion of Counsel;

(d) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Noteholders, pursuant to this Indenture, unless such
Noteholders shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred by such
exercise;

(e) the Trustee shall not be liable for any action taken, suffered or
omitted by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture;

(f) prior to the occurrence of an Event of Default hereunder and after
the curing or waiving of all Events of Default, the Trustee shall not be bound
to make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, note or other paper or document, unless requested in writing to
do so by the Holders of at least a majority in principal amount of the then
outstanding Notes; provided that if the payment within a reasonable time to the
Trustee of the costs, expenses or liabilities likely to be incurred by it in the
making of such investigation is, in the opinion of the Trustee, not reasonably
assured to the Trustee by the security afforded to it by this Indenture, the
Trustee may require reasonable indemnity against such expense or liability as a
condition to so proceeding;

(g) no provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it;

(h) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or through agents, attorneys,
custodians or nominees; provided that the Trustee shall not be liable for the
supervision, conduct or acts of any such agent, attorney, custodian or nominee
that shall have been appointed in accordance herewith with due care;

(i) the Trustee shall not be under any obligation to take any action
that is discretionary under the provisions of this Indenture;

(j) no permissive power or authority available to the Trustee shall be
construed as a duty;

(k) the Trustee shall have no duty to monitor the performance of the
Company, nor shall it have any liability in connection with the malfeasance or
nonfeasance by the Company; and

(l) in the event that the Trustee is also acting as paying agent or
registrar hereunder, the rights, protections, immunities and indemnities
afforded to the Trustee pursuant to this Article 8 shall also be afforded to
such paying agent and registrar.

SECTION 8.03. NO RESPONSIBILITY FOR RECITALS, ETC. The recitals contained
herein and in the Notes (except in the certificate of authentication) shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Notes. The Trustee shall not be accountable for the use or application by the
Company of any Notes or the proceeds of any Notes authenticated and delivered by
the Trustee in conformity with this Indenture. The Trustee shall not be
responsible for recording or filing this Indenture, any supplemental indenture,
or any financing or continuation statement in any public office at any time or
times.

SECTION 8.04. TRUSTEE, AUTHENTICATING AGENT, PAYING AGENT OR REGISTRAR
MAY OWN NOTES. The Trustee and any Authenticating Agent or paying agent in its
individual or other capacity, may become the owner or pledgee of Notes with the
same rights it would have if it were not Trustee, Authenticating Agent or paying
agent.

SECTION 8.05. MONEYS TO BE HELD IN TRUST. Subject to Section 4.04
hereof, all moneys received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they were received,
but need not be segregated from other funds except to the extent required by
law. The Trustee may allow and credit to the Company interest on any money
received hereunder at such rate, if any, as may be agreed upon by the Company
and the Trustee from time to time as may be permitted by law.

SECTION 8.06. COMPENSATION AND EXPENSES OF TRUSTEE. The Company
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, reasonable compensation (which shall not be limited by any
law in regard to the compensation of a trustee of an express trust), and the
Company shall pay or reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with this Indenture (including the reasonable compensation and the
reasonable expenses and disbursements of its counsel and agents, including any
Authenticating Agents, and of all persons not regularly in its employ) except
any such expense, disbursement or advance as may arise from its negligence or
bad faith. The Company also covenants to indemnify the Trustee and its officers,
directors, employees and agents for, and to hold them harmless against, any
loss, liability or expense incurred without negligence or bad faith on the part
of the Trustee and arising out of or in connection with the acceptance or
administration of this Indenture, including the costs and expenses of defending
itself against any claim or liability. The obligations of the Company under this
Section 8.06 to compensate the Trustee and to pay or reimburse the Trustee for
expenses, disbursements and advances shall constitute additional indebtedness
hereunder. Such additional indebtedness shall be secured by a lien prior to that
of the Notes upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the benefit of the Holders of any
particular Notes. When the Trustee incurs expenses or renders services in
connection with an Event of Default as set forth in Sections 7.01(a)(4) or (5)
such expenses (including the fees and expenses of its counsel and agents) and
the compensation for such services are intended to constitute expenses of
administration

under any bankruptcy law or law relating to creditors rights generally. The
obligations of the Company set forth in this Section 8.06 shall survive the
payment in full of all amounts due and owing hereunder and under the Notes, the
termination and discharge of this Indenture or the earlier resignation or
removal of the Trustee.

SECTION 8.07. OFFICER'S CERTIFICATE AS EVIDENCE. Whenever in the
administration of this Indenture, the Trustee shall deem it necessary or
desirable that a matter be proved or established prior to the taking, suffering
or omitting of any action hereunder, such matter (unless other evidence in
respect thereof is herein specifically prescribed) may, and the Trustee shall be
entitled to receive, in the absence of negligence or bad faith on the part of
the Trustee, be deemed to be conclusively proved and established by, an
Officer's Certificate delivered to the Trustee, and such Officers' Certificate,
in the absence of negligence or bad faith on the part of the Trustee, shall be
full warrant to the Trustee for any action taken, suffered or omitted by it
under this Indenture in reliance thereon.

SECTION 8.08. CONFLICTING INTEREST OF TRUSTEE. The Trustee shall be
subject to and shall comply with the provisions of Section 310 of the TIA;
provided that, to the extent permitted by law, the Trustee shall not be deemed
to have a conflicting interest for purposes of Section 310(b) of the TIA because
of its capacity as trustee under (i) the Junior Subordinated Indenture, as
supplemented by a Supplemental Indenture No. 1, each dated as of March 1, 1997
and a related Guarantee Agreement dated as of March 1,1997 and (ii) the
Indenture dated as of October 1, 1998 and a related Preferred Securities
Guarantee Agreement dated as of October 1, 1998. Nothing in this Indenture
shall be deemed to prohibit the Trustee or the Company from making any
application permitted pursuant to such section.

SECTION 8.09. EXISTENCE AND ELIGIBILITY OF TRUSTEE. There shall at all
times be a Trustee hereunder which Trustee shall at all times be a corporation
organized and doing business under the laws of the United States or any State
thereof or of the District of Columbia (or a corporation or other Person
permitted to act as trustee by the Commission), subject to supervision or
examination by such bodies and authorized under such laws to exercise corporate
trust powers and having a combined capital and surplus of at least $150,000,000.
If such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid authority, then for the purposes
of this Section 8.09, the combined capital and surplus shall be deemed to be as
set forth in its most recent report of condition so published. No obligor upon
the Notes or Person directly or indirectly controlling, controlled by, or under
common control with such obligor shall serve as Trustee. If at any time the
Trustee shall cease to be eligible in accordance with this Section 8.09, the
Trustee shall resign immediately in the manner and with the effect specified in
Section 8.10 hereof.

SECTION 8.10. RESIGNATION OR REMOVAL OF TRUSTEE.

(a) Pursuant to the provisions of this Article Eight, the Trustee may
at any time resign and be discharged of the trusts created by this Indenture by
giving written notice to the Company

specifying the day upon which such resignation shall take effect, and such
resignation shall take effect immediately upon the later of the appointment of a
successor trustee and such day.

(b) Any Trustee may be removed at any time by an instrument or
concurrent instruments in writing filed with such Trustee and signed and
acknowledged by the Holders of a majority in principal amount of the then
outstanding Notes or by their attorneys in fact duly authorized.

(c) So long as no Event of Default has occurred and is continuing, and
no event has occurred and is continuing that, with the giving of notice or the
lapse of time or both, would become an Event of Default, the Company may remove
any Trustee upon written notice to the Holder of each Note outstanding and the
Trustee.

(d) If at any time (1) the Trustee shall cease to be eligible in
accordance with Section 8.09 hereof and shall fail to resign after written
request therefor by the Company or by any Holder who has been a bona fide Holder
for at least six months, (2) the Trustee shall fail to comply with Section 8.08
hereof after written request therefor by the Company or any such Holder, or (3)
the Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or its property shall be appointed or any
public officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Trustee may be removed forthwith by an instrument or concurrent instruments in
writing filed with the Trustee and either:

(1) signed by the President or any Vice President of the
Company and attested by the Secretary or an Assistant Secretary of the
Company; or

(2) signed and acknowledged by the Holders of a majority in
principal amount of outstanding Notes or by their attorneys in fact duly
authorized.

(e) Any resignation or removal of the Trustee shall not become
effective until acceptance of appointment by the successor Trustee as provided
in Section 8.11 hereof.

SECTION 8.11. APPOINTMENT OF SUCCESSOR TRUSTEE.

(a) If at any time the Trustee shall resign or be removed, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee.

(b) The Company shall provide written notice of its appointment of a
Successor Trustee to the Holder of each Note outstanding following any such
appointment.

(c) If no appointment of a successor Trustee shall be made pursuant to
Section 8.11(a) hereof within 60 days after appointment shall be required, any
Noteholder or the resigning Trustee may apply to any court of competent
jurisdiction to appoint a successor Trustee. Said court may thereupon after such
notice, if any, as such court may deem proper and prescribe, appoint a successor
Trustee.

(d) Any Trustee appointed under this Section 8.11 as a successor
Trustee shall be a bank or trust company eligible under Section 8.09 hereof and
qualified under Section 8.08 hereof.

SECTION 8.12. ACCEPTANCE BY SUCCESSOR TRUSTEE.

(a) Any successor Trustee appointed as provided in Section 8.11 hereof
shall execute, acknowledge and deliver to the Company and to its predecessor
Trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor Trustee shall become effective and
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with like effect as if originally named as Trustee
herein; but nevertheless, on the written request of the Company or of the
successor Trustee, the Trustee ceasing to act shall, upon payment of any amounts
then due it pursuant to Section 8.06 hereof, execute and deliver an instrument
transferring to such successor Trustee all the rights and powers of the Trustee
so ceasing to act. Upon request of any such successor Trustee, the Company
shall execute any and all instruments in writing in order more fully and
certainly to vest in and confirm to such successor Trustee all such rights and
powers. Any Trustee ceasing to act shall, nevertheless, retain a lien upon all
property or funds held or collected by such Trustee to secure any amounts then
due it pursuant to Section 8.06 hereof.

(b) No successor Trustee shall accept appointment as provided in this
Section 8.12 unless at the time of such acceptance such successor Trustee shall
be qualified under Section 8.08 hereof and eligible under Section 8.09 hereof.

(c) Upon acceptance of appointment by a successor Trustee as provided
in this Section 8.12, the successor Trustee shall mail notice of its succession
hereunder to all Holders of Notes as the names and addresses of such Holders
appear on the registry books.

SECTION 8.13. SUCCESSION BY MERGER, ETC.

(a) Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, provided such corporation shall be otherwise qualified and
eligible under this Article Eight.

(b) If at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Notes shall have been authenticated
but not delivered, any such successor to the Trustee may adopt the certificate
of authentication of any predecessor Trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Trustee may authenticate such Notes either
in the name of any predecessor hereunder or in the name of the successor
Trustee; and in all such cases such certificates shall have the full force which
it is anywhere in the Notes or in this Indenture provided that the certificates
of

the Trustee shall have; provided that the right to adopt the certificate of
authentication of any predecessor Trustee or authenticate Notes in the name of
any predecessor Trustee shall apply only to its successor or successors by
merger, conversion or consolidation.

SECTION 8.14. LIMITATIONS ON RIGHTS OF TRUSTEE AS A CREDITOR.

The Trustee shall be subject to, and shall comply with, the provisions of
Section 311 of the TIA.

SECTION 8.15. AUTHENTICATING AGENT.

(a) There may be one or more Authenticating Agents appointed by the
Trustee with the written consent of the Company, with power to act on its behalf
and subject to the direction of the Trustee in the authentication and delivery
of Notes in connection with transfers and exchanges under Sections 2.06, 2.07,
2.08, 2.13, 3.03, and 12.04 hereof, as fully to all intents and purposes as
though such Authenticating Agents had been expressly authorized by those
Sections to authenticate and deliver Notes. For all purposes of this Indenture,
the authentication and delivery of Notes by any Authenticating Agent pursuant to
this Section 8.15 shall be deemed to be the authentication and delivery of such
Notes "by the Trustee." Any such Authenticating Agent shall be a bank or trust
company or other Person of the character and qualifications set forth in Section
8.09 hereof.

(b) Any corporation into which any Authenticating Agent may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate trust business
of any Authenticating Agent, shall be the successor of such Authenticating Agent
hereunder, if such successor corporation is otherwise eligible under this
Section 8.15, without the execution or filing of any paper or any further act on
the part of the parties hereto or such Authenticating Agent or such successor
corporation.

(c) Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Company. The Trustee may at any
time terminate the agency of any Authenticating Agent by giving written notice
of termination to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
any Authenticating Agent shall cease to be eligible under this Section 8.15, the
Trustee may, with the written consent of the Company, appoint a successor
Authenticating Agent, and upon so doing shall give written notice of such
appointment to the Company and shall mail, in the manner provided in Section
14.10, notice of such appointment to the Holders of Notes.

(d) The Trustee agrees to pay to each Authenticating Agent from time
to time reasonable compensation for its services, and the Trustee shall be
entitled to be reimbursed for such payments, in accordance with Section 8.06
hereof.

(e) Sections 8.02, 8.03, 8.06, 8.07 and 8.09 hereof shall be
applicable to any Authenticating Agent.

ARTICLE NINE

CONCERNING THE NOTEHOLDERS

SECTION 9.01. ACTION BY NOTEHOLDERS. Whenever in this Indenture it is
provided that the Holders of a specified percentage in aggregate principal
amount of the Notes may take any action, the fact that at the time of taking any
such action the Holders of such specified percentage have joined therein may be
evidenced (a) by any instrument or any number of instruments of similar tenor
executed by such Noteholders in person or by agent or proxy appointed in
writing, (b) by the record of such Noteholders voting in favor thereof at any
meeting of Noteholders duly called and held in accordance with Article Ten
hereof, or (c) by a combination of such instrument or instruments and any such
record of such a meeting of Noteholders.

SECTION 9.02. PROOF OF EXECUTION BY NOTEHOLDERS.

(a) Subject to Sections 8.01, 8.02 and 10.05 hereof, proof of the
execution of any instruments by a Noteholder or the agent or proxy for such
Noteholder shall be sufficient if made in accordance with such reasonable rules
and regulations as may be prescribed by the Trustee or in such manner as shall
be satisfactory to the Trustee. The ownership of Notes shall be proved by the
register for the Notes maintained by the Trustee.

(b) The record of any Noteholders' meeting shall be proven in the
manner provided in Section 10.06 hereof.

SECTION 9.03. WHO DEEMED ABSOLUTE OWNERS. Subject to Sections 2.04(f)
and 5.01 hereof, the Company, the Trustee, any paying agent and any
Authenticating Agent shall deem the person in whose name any Note shall be
registered upon the register for the Notes to be, and shall treat such person
as, the absolute owner of such Note (whether or not such Note shall be overdue)
for the purpose of receiving payment of or on account of the principal and
premium, if any, and interest on such Note, and for all other purposes; and
neither the Company nor the Trustee nor any paying agent nor any Authenticating
Agent shall be affected by any notice to the contrary. All such payments shall
be valid and effectual to satisfy and discharge the liability upon any such Note
to the extent of the sum or sums so paid.

SECTION 9.04. COMPANY-OWNED NOTES DISREGARDED. In determining whether
the Holders of the requisite aggregate principal amount of outstanding Notes
have concurred in any direction, consent or waiver under this Indenture, Notes
which are owned by the Company or any other obligor on the Notes or by any
person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any other obligor on the Notes shall
be disregarded and deemed not to be outstanding for the purpose of any such
determination; provided that, for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver,
only Notes which a Responsible Officer of the Trustee actually knows are so
owned shall be so disregarded. Notes so owned which have been pledged in

good faith to third parties may be regarded as outstanding for the purposes of
this Section 9.04 if the pledgee shall establish to the satisfaction of the
Trustee the pledgee's right to take action with respect to such Notes and that
the pledgee is not a person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any such other
obligor. In the case of a dispute as to such right, any decision by the Trustee
taken upon the advice of counsel shall be full protection to the Trustee.

SECTION 9.05. REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND. Except as
may be otherwise required in the case of a Global Note by the applicable rules
and regulations of the Depositary, at any time prior to the taking of any action
by the Holders of the percentage in aggregate principal amount of the Notes
specified in this Indenture in connection with such action, any Holder of a
Note, which has been included in the Notes the Holders of which have consented
to such action may, by filing written notice with the Trustee at the Corporate
Trust Office of the Trustee and upon proof of ownership as provided in Section
9.02(a) hereof, revoke such action so far as it concerns such Note. Except as
aforesaid, any such action taken by the Holder of any Note shall be conclusive
and binding upon such Holder and upon all future Holders and owners of such Note
and of any Notes issued in exchange, substitution or upon registration of
transfer therefor, irrespective of whether or not any notation thereof is made
upon such Note or such other Notes.

SECTION 9.06. RECORD DATE FOR NOTEHOLDER ACTS. If the Company shall
solicit from the Noteholders any request, demand, authorization, direction,
notice, consent, waiver or other act, the Company may, at its option, by Board
Resolution, fix in advance a record date for the determination of Noteholders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other act, but the Company shall have no obligation to do so.
If such a record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other act may be given before or after the record
date, but only the Noteholders of record at the close of business on the record
date shall be deemed to be Noteholders for the purpose of determining whether
Holders of the requisite aggregate principal amount of outstanding Notes have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other act, and for that purpose the
outstanding Notes shall be computed as of the record date; provided that no such
request, demand, authorization, direction, notice, consent, waiver or other act
by the Noteholders on the record date shall be deemed effective unless it shall
become effective pursuant to this Indenture not later than six months after the
record date. Any such record date shall be at least 30 days prior to the date of
the solicitation to the Noteholders by the Company.

ARTICLE TEN

NOTEHOLDERS' MEETING

SECTION 10.01. PURPOSES OF MEETINGS. A meeting of Noteholders may be
called at any time and from time to time pursuant to this Article Ten for any of
the following purposes:

(a) to give any notice to the Company or to the Trustee, or to give
any directions to the Trustee, or to consent to the waiving of any Event of
Default hereunder and its consequences, or to take any other action authorized
to be taken by Noteholders pursuant to Article Seven;

(b) to remove the Trustee pursuant to Article Eight;

(d) to take any other action authorized to be taken by or on behalf of
the Holders of any specified aggregate principal amount of the Notes, as the
case may be, under any other provision of this Indenture or under applicable
law.

SECTION 10.02. CALL OF MEETINGS BY TRUSTEE. The Trustee may at any time
call a meeting of Holders of Notes to take any action specified in Section 10.01
hereof, to be held at such time and at such place as the Trustee shall
determine. Notice of every such meeting of Noteholders, setting forth the time
and the place of such meeting and in general terms the action proposed to be
taken at such meeting, shall be given to Holders of the Notes that may be
affected by the action proposed to be taken at such meeting in the manner
provided in Section 14.10 hereof. Such notice shall be given not less than 20
nor more than 90 days prior to the date fixed for such meeting.

SECTION 10.03. CALL OF MEETINGS BY COMPANY OR NOTEHOLDERS. If at any time
the Company, pursuant to a Board Resolution, or the Holders of at least 10% in
aggregate principal amount of the Notes then outstanding, shall have requested
the Trustee to call a meeting of Noteholders, by written request setting forth
in reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed the notice of such meeting within 20 days after
receipt of such request, then the Company or such Noteholders may determine the
time and the place for such meeting and may call such meeting to take any action
authorized in Section 10.01 hereof, by giving notice thereof as provided in
Section 10.02 hereof.

SECTION 10.04. QUALIFICATIONS FOR VOTING. To be entitled to vote at any
meetings of Noteholders a Person shall (a) be a Holder of one or more Notes
affected by the action proposed to be taken or (b) be a Person appointed by an
instrument in writing as proxy by a Holder of one or more such Notes. The only
Persons who shall be entitled to be present or to speak at any meeting of
Noteholders shall be the Persons entitled to vote at such meeting and their
counsel and any representatives (including employees) of the Trustee and its
counsel and any representatives (including employees) of the Company and its
counsel.

SECTION 10.05. REGULATIONS.

(a) Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Noteholders in regard to proof of the holding of Notes and of the
appointment of proxies, and in regard to the appointment and

duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting.

(b) The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by the Noteholders as provided in Section 10.03 hereof, in which
case the Company or Noteholders calling the meeting, as the case may be, shall
in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by the Holders of a majority
in aggregate principal amount of the Notes present in person or by proxy at the
meeting.

(c) Subject to Section 9.04 hereof, at any meeting each Noteholder or
proxy shall be entitled to one vote for each $1,000 principal amount of Notes
held or represented by such Noteholder; provided that no vote shall be cast or
counted at any meeting in respect of any Note ruled by the chairman of the
meeting to be not outstanding. The chairman of the meeting shall have no right
to vote other than by virtue of Notes held by such chairman or instruments in
writing as aforesaid duly designating such chairman as the person to vote on
behalf of other Noteholders. At any meeting of Noteholders duly called pursuant
to Section 10.02 or 10.03 hereof, the presence of persons holding or
representing Notes in an aggregate principal amount sufficient to take action on
any business for the transaction for which such meeting was called shall
constitute a quorum. Any meeting of Noteholders duly called pursuant to Section
10.02 or 10.03 hereof may be adjourned from time to time by the Holders of a
majority in aggregate principal amount of the Notes present in person or by
proxy at the meeting, whether or not constituting a quorum, and the meeting may
be held as so adjourned without further notice.

SECTION 10.06. VOTING. The vote upon any resolution submitted to any
meeting of Noteholders shall be by written ballots on which shall be subscribed
the signatures of the Holders of Notes or of their representatives by proxy and
the principal amount of Notes held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record in duplicate of the
proceedings of such meeting of Noteholders shall be prepared by the secretary of
the meeting and there shall be attached to said record the original reports of
the inspectors of votes on any vote by ballot taken thereat and affidavits by
one or more persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was given as provided in
Section 10.02 hereof. The record shall show the aggregate principal amount of
the Notes voting in favor of or against any resolution. The record shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one of the duplicates shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee and the Trustee shall have
the ballots taken at the meeting attached to such duplicate. Any record so
signed and verified shall be conclusive evidence of the matters therein stated.

SECTION 10.07. RIGHTS OF TRUSTEE OR NOTEHOLDERS NOT DELAYED. Nothing in
this Article Ten shall be deemed or construed to authorize or permit, by reason
of any call of a meeting of Noteholders or any rights expressly or impliedly
conferred hereunder to make such call,

any hindrance or delay in the exercise of any right or rights conferred upon or
reserved to the Trustee or to the Holders of Notes under any of the provisions
of this Indenture or of the Notes.

ARTICLE ELEVEN

CONSOLIDATION, MERGER, SALE, TRANSFER OR OTHER DISPOSITION

SECTION 11.01. COMPANY MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS. The
Company shall not consolidate with or merge into any other corporation or sell,
or otherwise dispose of all or substantially all of its assets unless the
corporation formed by such consolidation or into which the Company is merged or
the Person which receives all or substantially all of the assets pursuant to
such sale, transfer or other disposition (a) shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal of
and premium and interest on all of the Notes and the performance of every
covenant of this Indenture on the part of the Company to be performed or
observed and (b) deliver to the Trustee an Officer's Certificate and an Opinion
of Counsel each stating that all conditions precedent to such action, if any,
provided for in this Indenture have been satisfied. For purposes of this
Article Eleven, the phrase "ALL OR SUBSTANTIALLY ALL OF ITS ASSETS" shall mean
50% or more of the total assets of the Company as shown on the balance sheet of
the Company as of the end of the calendar year immediately preceding the day of
the year in which such determination is made and nothing in this Indenture shall
prevent or hinder the Company from selling, transferring or otherwise disposing
during any calendar year (in one transaction or a series of transactions) less
than 50% of the amount of its total assets as shown on the balance sheet of the
Company as of the end of the immediately preceding calendar year.
Notwithstanding anything to the contrary herein, nothing in this Indenture shall
prevent (i) the merger of the Company with and into a subsidiary of Sierra
Pacific Resources pursuant to the Agreement and Plan of Merger dated as of April
29, 1998; provided that such surviving corporation assumes the Company's
obligations under the Notes and this Indenture in the manner described above or
(ii) the disposition by the Company of its generating assets and related
property pursuant to the condition contained in the order of the Public Utility
Commission of Nevada approving the merger with Sierra Pacific Resources referred
to in clause (i).

SECTION 11.02. SUCCESSOR CORPORATION SUBSTITUTED. Upon any consolidation
or merger, or any sale, transfer or other disposition of all or substantially
all of the assets of the Company in accordance with Section 11.01 hereof, the
successor corporation formed by such consolidation or into which the Company is
merged or to which such sale, transfer or other disposition is made shall
succeed to, and be substituted for and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
corporation had been named as the Company herein and the Company shall be
released from all obligations hereunder.

ARTICLE TWELVE

SUPPLEMENTAL INDENTURES

SECTION 12.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS.

(a) The Company, when authorized by Board Resolution, and the Trustee
may from time to time and at any time enter into an indenture or indentures
supplemental hereto for one or more of the following purposes:

(1) to make such provision in regard to matters or questions
arising under this Indenture as may be necessary or desirable, and not
inconsistent with this Indenture or prejudicial to the interests of the
Holders, for the purpose of supplying any omission, curing any
ambiguity, or curing, correcting or supplementing any defective or
inconsistent provision;

(2) to change or eliminate any of the provisions of this
Indenture, provided that any such change or elimination shall become
effective only when there is no Note outstanding created prior to the
execution of such supplemental indenture which is entitled to the
benefit of such provision or such change or elimination is applicable
only to Notes issued after the effective date of such change or
elimination;

(3) to establish the form of Notes as permitted by Section 2.01
hereof or to establish or reflect any terms of any Note determined
pursuant to Section 2.05 hereof;

(4) to evidence the succession of another corporation to the
Company, and the assumption by any such successor of the covenants of
the Company herein and in the Notes;

(5) to grant to or confer upon the Trustee for the benefit of
the Holders any additional rights, remedies, powers or authority;

(6) to permit the Trustee to comply with any duties imposed
upon it by law;

(7) to specify further the duties and responsibilities of, and
to define further the relationships among the Trustee, any
Authenticating Agent and any paying agent;

(8) to add to the covenants of the Company for the benefit of
the Holders, to add to the security for the Notes or to surrender a
right or power conferred on the Company herein;

(9) to add to or modify any transfer restrictions or securities
legends as set forth herein; and

(10) to make any other change that is not prejudicial to the
Trustee or the Holders.

(b) The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer and assignment of any property thereunder, but the Trustee
shall not be obligated to enter into any such supplemental indenture which
affects the Trustee's own rights, duties, immunities or indemnities under this
Indenture or otherwise.

(c) Any supplemental indenture authorized by this Section 12.01 may be
executed by the Company and the Trustee without the consent of the Holders of
any of the Notes at the time outstanding, notwithstanding any of the provisions
of Section 12.02 hereof.

SECTION 12.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS.

(a) With the consent (evidenced as provided in Section 9.01 hereof) of
the Holders of a majority in aggregate principal amount of the Notes at the time
outstanding, the Company, when authorized by Board Resolution, and the Trustee
may from time to time and at any time enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights of the
Noteholders; provided that no such supplemental indenture shall:

(1) change the maturity date of any Note, or reduce the rate or
extend the time of payment of interest thereon, or reduce the principal
amount thereof or any premium thereon, or change the coin or currency in
which the principal of any Note or any premium or interest thereon is
payable, or change the date on which any Note may be redeemed or
adversely affect the rights of the Noteholders to institute suit for the
enforcement of any payment of principal of or any premium or interest on
any Note, in each case without the consent of the Holder of each Note so
affected; or

(2) modify this Section 12.02(a) to reduce the aforesaid
percentage of Notes, the Holders of which are required to consent to any
such supplemental indenture or to reduce the percentage of Notes, the
Holders of which are required to waive Events of Default, in each case,
without the consent of the Holders of all of the Notes then outstanding.

(b) Upon the request of the Company, accompanied by a copy of the
Board Resolution authorizing the execution of any such supplemental indenture,
and upon the filing with the Trustee of evidence of the consent of Noteholders
as aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties, immunities or indemnities under this Indenture or otherwise,
in which case the Trustee may in its discretion, but shall not be obligated to,
enter into such supplemental indenture.

(c) It shall not be necessary for the consent of the Holders of Notes
under this Section 12.02 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such consent shall approve
the substance thereof.

(d) Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to this Section 12.02, the Trustee shall give
notice in the manner provided in Section 14.10 hereof, setting forth in general
terms the substance of such supplemental indenture, to all Noteholders. Any
failure of the Trustee to give such notice or any defect therein shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.

SECTION 12.03. COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF
SUPPLEMENTAL INDENTURES. From and after the TIA Qualification Date, any
supplemental indenture executed pursuant to this Article Twelve shall comply
with the TIA. Upon the execution of any supplemental indenture pursuant to this
Article Twelve, the Indenture shall be and be deemed to be modified and amended
in accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the Noteholders shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

SECTION 12.04. NOTATION ON NOTES. Notes authenticated and delivered after
the execution of any supplemental indenture pursuant to this Article Twelve may
bear a notation in form approved by the Trustee as to any matter provided for in
such supplemental indenture. If the Company shall so determine, new Notes so
modified as approved by the Trustee and the Board of Directors with respect to
any modification of this Indenture contained in any such supplemental indenture
may be prepared and executed by the Company, authenticated by the Trustee and
delivered in exchange for the Notes then outstanding.

SECTION 12.05. EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL INDENTURE TO BE
FURNISHED TO THE TRUSTEE. The Trustee, subject to Sections 8.01 and 8.02 hereof,
may receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant hereto complies with
the requirements of this Article Twelve.

ARTICLE THIRTEEN

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 13.01. INDENTURE AND NOTES SOLELY CORPORATE OBLIGATIONS. No
recourse for the payment of the principal of or any premium or interest on any
Note or for any claim based thereon or otherwise in respect thereof, and no
recourse under or upon any obligation, covenant or agreement of the Company,
contained in this Indenture, or in any supplemental indenture, or in any Note or
because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or any successor corporation, either directly
or through the Company or any successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that all such liability is
hereby expressly waived and released as a condition of, and as a consideration
for, the execution of this Indenture and the issuance of the Notes.

ARTICLE FOURTEEN

MISCELLANEOUS PROVISIONS

SECTION 14.01. PROVISIONS BINDING ON COMPANY'S SUCCESSORS. All the
covenants, stipulations, promises and agreements made by the Company in this
Indenture shall bind its successors and assigns whether so expressed or not.

SECTION 14.02. OFFICIAL ACTS BY SUCCESSOR CORPORATION. Any act or
proceeding by any provision of this Indenture authorized or required to be done
or performed by any board, committee or officer of the Company shall and may be
done and performed with like force and effect by the like board, committee or
officer of any corporation that shall at the time be the lawful successor of the
Company.

SECTION 14.03. NOTICES.

(a) Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the Noteholders
on the Company may be given or served by being deposited postage prepaid in a
post office letter box addressed (until another address is filed by the Company
with the Trustee) at the principal executive offices of the Company, to the
attention of the Secretary. Any notice, direction, request or demand by any
Noteholder or the Company to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or made in writing at the
Corporate Trust Office of the Trustee.

(b) The Company shall provide any notices required under this
Indenture by publication, but only to the extent that such publication is
required by the TIA, the rules and regulations of the Commission or any
securities exchange upon which any series of Notes is listed.

SECTION 14.04. GOVERNING LAW. This Indenture and each Note shall be
deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be construed in accordance with the laws of said State.

SECTION 14.05. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

(a) Upon any application or demand by the Company to the Trustee to
take any action under this Indenture, the Company shall furnish to the
Trustee an Officer's Certificate stating that all conditions precedent, if
any, provided for in this Indenture (including any covenants compliance with
which constitutes a condition precedent) relating to the proposed action have
been complied with and an Opinion of Counsel stating that, in the opinion of
such counsel, all such conditions precedent have been complied with.

(b) Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or
covenant provided for in this Indenture (other than the certificates delivered
pursuant to Section 5.05 hereof) shall include (1) a statement that each Person
making such certificate or opinion has read such covenant or condition and the
definitions relating thereto; (2) a brief statement as to the nature and scope
of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; (3) a statement that, in the
opinion of each such Person, such Person has made such examination or
investigation as is necessary to enable such Person to express an informed
opinion as to whether or not such covenant or condition has been complied with;
and (4) a statement as to whether or not, in the opinion of each such Person,
such condition or covenant has been complied with.

(c) In any case where several matters are required to be certified by,
or covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

(d) Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which such certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel delivered under the
Indenture may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company stating that the information with respect to such factual matters is in
the possession of the Company, unless such person knows, or in the exercise of
reasonable care should know, that the certificate or opinion of representations
with respect to such matters are erroneous. Any opinion of counsel delivered
hereunder may contain standard exceptions and qualifications satisfactory to the
Trustee.

(e) Any certificate, statement or opinion of any officer of the
Company, or of counsel, may be based, insofar as it relates to accounting
matters, upon a certificate or opinion of or representations by an
independent public accountant or firm of accountants, unless such officer or
counsel, as the case may be, knows that the certificate or opinions or
representations with respect to the accounting matters upon which the
certificate, statement or opinion of such officer or counsel may be based as
aforesaid are erroneous, or in the exercise of reasonable care should know
that the same are erroneous. Any certificate or opinion of any firm of
independent public accountants filed with the Trustee shall contain a
statement that such firm is independent.

(f) Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 14.06. BUSINESS DAYS. Unless otherwise provided pursuant to
Section 2.05(c) hereof, in any case where the date of maturity of the principal
of or any premium or interest on any Note or the date fixed for redemption of
any Note is not a Business Day, then payment of such principal or any premium or
interest need not be made on such date but may be made on the next succeeding
Business Day with the same force and affect as if made on the date of maturity
or the date fixed for redemption, and, in the case of timely payment thereof, no
interest shall accrue for the period from and after such Interest Payment Date
or the date on which the principal of the Note is required to be paid.

SECTION 14.07. TRUST INDENTURE ACT TO CONTROL. From and after the TIA
Qualification Date, if and to the extent that any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by any of Sections 310 to
317, inclusive, of the TIA, such required provision of the TIA shall govern.

SECTION 14.08. TABLE OF CONTENTS, HEADINGS, ETC. The table of contents
and the titles and headings of the articles and sections of this Indenture have
been inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions
hereof.

SECTION 14.09. EXECUTION IN COUNTERPARTS. This Indenture may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.

SECTION 14.10. MANNER OF MAILING NOTICE TO NOTEHOLDERS. Any notice or
demand which by any provision of this Indenture is required or permitted to be
given or served by the Trustee or the Company to or on the Holders of Notes, as
the case may be, shall be given or served by first-class mail, postage prepaid,
addressed to the Holders of such Notes at their last addresses as the same
appear on the register for the Notes referred to in Section 2.06, and any such
notice shall be deemed to be given or served by being deposited in a post office
letter box in the form and manner provided in this Section 14.10. In case by
reason of the suspension of regular mail service or by reason of any other cause
it shall be impracticable to give notice to any Holder by mail,

then such notification to such Holder as shall be made with the approval of the
Trustee shall constitute a sufficient notification for every purpose hereunder.

SECTION 14.11. TRANSFEREES OF INITIAL PURCHASERS. Any rights of notice
or rights to receive information of the Initial Purchasers as may be contained
herein shall also be conferred upon the initial transferees of the Initial
Purchasers.

SECTION 14.12. APPROVAL BY TRUSTEE OF EXPERT OR COUNSEL. Wherever the
Trustee is required to approve an Expert or counsel who is to furnish evidence
of compliance with conditions precedent in this Indenture, such approval by the
Trustee shall be deemed to have been given upon the taking of any action by the
Trustee pursuant to and in accordance with the certificate or opinion so
furnished by such Expert or counsel.

IN WITNESS WHEREOF, NEVADA POWER COMPANY has caused this Senior
Unsecured Note Indenture to be signed and acknowledged by one of its Vice
Presidents, and attested by its Secretary, and IBJ Whitehall Bank & Trust
Company has caused this Indenture to be signed and acknowledged by one of its
Vice Presidents, and attested by one of its Vice Presidents, as of the day and
year first written above.

NEVADA POWER COMPANY

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

ATTEST:

Secretary

IBJ WHITEHALL BANK & TRUST
COMPANY, as Trustee

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

ATTEST:

Vice President

EXHIBIT A

FORM OF GLOBAL NOTE

REGISTERED REGISTERED

[INCLUDE IF NOTE IS A GLOBAL NOTE DEPOSITED WITH THE DEPOSITARY -- UNLESS
THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF [INSERT NAME OF
DEPOSITARY], TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE IS REGISTERED IN THE NAME OF [INSERT NAME OF NOMINEE OF
DEPOSITORY] OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF [INSERT NAME OF DEPOSITARY] (AND ANY PAYMENT IS MADE TO
[INSERT NAME OF NOMINEE OF DEPOSITARY] OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF [INSERT NAME OF DEPOSITARY]), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, [INSERT NAME OF NOMINEE OF
DEPOSITORY], HAS AN INTEREST HEREIN.

TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF [INSERT NAME OF DEPOSITARY] OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS NOTE SHALL BE LIMITED
TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF.]

[INSERT LEGEND SPECIFIED IN SECTION 2.14 IF REQUIRED]

NEVADA POWER COMPANY
__% SENIOR UNSECURED NOTE, SERIES __ DUE _____

CUSIP: NUMBER:

ORIGINAL ISSUE DATE(S): PRINCIPAL AMOUNT(S):

INTEREST RATE: MATURITY DATE:

INITIAL INTEREST PAYMENT DATE:

NEVADA POWER COMPANY, a corporation of the State of Nevada (the
"COMPANY"), for value received hereby promises to pay to [Nominee of Depositary]
or registered assigns, the principal sum of

A-1

DOLLARS

on the Maturity Date set forth above, premium, if any, and to pay interest
thereon from the Original Issue Date (or if this Global Note has two or more
Original Issue Dates, interest shall, beginning on each such Original Issue
Date, begin to accrue for that part of the principal amount to which that
Original Issue Date is applicable) set forth above or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semiannually in arrears on the ____________ and ____________ in each year,
commencing on the Initial Interest Payment Date set forth above, at the per
annum Interest Rate set forth above, until the principal hereof is paid or made
available for payment. No interest shall accrue on the Maturity Date, so long
as the principal amount of this Global Note is paid on the Maturity Date. The
interest so payable and punctually paid or duly provided for on any such
Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Note is registered at the close of business on the Regular
Record Date for such interest, which shall be the ____________ or the
_____________, as the case may be, next preceding such Interest Payment Date;
provided, that the first Interest Payment Date for any part of this Note, the
Original Issue Date of which is after a Regular Record Date but prior to the
applicable Interest Payment Date, shall be the Interest Payment Date following
the next succeeding Regular Record Date; and provided, that interest payable on
the Maturity Date set forth above or, if applicable, upon redemption or
acceleration, shall be payable to the Person to whom principal shall be payable.
Except as otherwise provided in the Indenture (as defined below), 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 shall be paid to the
Person in whose name this Note 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 Noteholders not more than fifteen
days or fewer than ten days prior to such Special Record Date. On or before
10:00 a.m., New York City time, or such other time as shall be agreed upon
between the Trustee and the Depositary, of the day on which such payment of
interest is due on this Global Note (other than maturity), the Trustee shall pay
to the Depositary such interest in same day funds. On or before 10:00 a.m., New
York City time, or such other time as shall be agreed upon between the Trustee
and the Depositary, of the day on which principal, interest payable at maturity
and premium, if any, is due on this Global Note, the Trustee shall deposit with
the Depositary the amount equal to the principal, interest payable at maturity
and premium, if any, by wire transfer into the account specified by the
Depositary. As a condition to the payment, on the Maturity Date or upon
redemption or acceleration, of any part of the principal and applicable premium
of this Global Note, the Depositary shall surrender, or cause to be surrendered,
this Global Note to the Trustee, whereupon a new Global Note shall be issued to
the Depositary.

This Global Note is a global security in respect of a duly authorized
issue of __% Senior Unsecured Notes, Series ___ Due _____ (the "NOTES OF THIS
SERIES", which term includes any Global Notes representing such Notes) of the
Company issued and to be issued under a Senior Unsecured Note Indenture dated as
of March 1, 1999 between the Company and IBJ Whitehall Bank & Trust Company, as
trustee (herein called the "TRUSTEE", which term includes any successor Trustee
under the Indenture) and indentures supplemental thereto (collectively, the
"INDENTURE").

A-2

Under the Indenture, one or more series of notes may be issued and, as used
herein, the term "Notes" refers to the Notes of this Series and any other
outstanding series of Notes. Reference is hereby made for a more complete
statement of the respective rights, limitations of rights, duties and immunities
under the Indenture of the Company, the Trustee and the Noteholders and of the
terms upon which the Notes are and are to be authenticated and delivered. This
Global Note has been issued in respect of the series designated on the first
page hereof, limited in aggregate principal amount to $_____________.

Each Note of this Series shall be dated and issued as of the date of its
authentication by the Trustee and shall bear an Original Issue Date or Dates.
Each Note or Global Note issued upon transfer, exchange or substitution of such
Note or Global Note shall bear the Original Issue Date or Dates of such
transferred, exchanged or substituted Note or Global Note, as the case may be.

[As applicable, one of the following two sentences or other redemption
provisions established in an indenture supplement: This Global Note may not be
redeemed prior to _____________________, ______. This Global Note is not
redeemable prior to the Maturity Date set forth on the first page hereof.] [If
applicable: On or after ____________, 20__, this Global Note is redeemable in
whole or in part in increments of $1,000 (provided that any remaining principal
amount of this Global Note shall be at least $100,000) at the option of the
Company at the following redemption prices (expressed as a percentage of the
principal amount to be redeemed) plus accrued interest to the redemption date:

REDEMPTION PERIODS REDEMPTION PRICES

Notice of redemption will be given by mail to Holders of Notes of this Series
not less than 30 or more than 60 days prior to the date fixed for redemption,
all as provided in the Indenture. In the event of redemption of this Global
Note in part only, a new Global Note or Notes of like tenor and series for the
unredeemed portion hereof will be issued in the name of the Noteholder hereof
upon the surrender hereof.]

Interest payments for this Global Note shall be computed and paid on the
basis of a 360-day year of twelve 30-day months. In any case where any Interest
Payment Date or date on which the principal of this Global Note is required to
be paid is not a Business Day, then payment of principal, premium or interest
need not be made on such date but may be made on the next succeeding Business
Day with the same force and effect as if made on such Interest Payment Date or
date on which the principal of this Global Note is required to be paid and, in
the case of timely payment thereof, no interest shall accrue for the period from
and after such Interest Payment Date or the date on which the principal of this
Global Note is required to be paid.

The Company, at its option, and subject to the terms and conditions
provided in the Indenture, will be discharged from any and all obligations in
respect of the Notes (except for certain obligations including obligations to
register the transfer or exchange of Notes, replace stolen, lost or mutilated
Notes, maintain paying agencies and hold monies for payment in trust, all as set
forth in the Indenture) if the Company deposits with the Trustee money, U.S.
Government Obligations

A-3

which through the payment of interest thereon and principal thereof in
accordance with their terms will provide money, or a combination of money and
U.S. Government Obligations, in any event in an amount sufficient, without
reinvestment, to pay all the principal of and any premium and interest on the
Notes on the dates such payments are due in accordance with the terms of the
Notes.

If an Event of Default shall occur and be continuing, the principal of
the Notes 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 modifications of the rights and obligations of the
Company and the rights of the Noteholders under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of not less than a
majority in principal amount of the outstanding Notes. Any such consent or
waiver by the Holder of this Global Note shall be conclusive and binding upon
such Holder and upon all future Holders of this Global Note and of any Note
issued upon the registration of transfer hereof or in exchange therefor or in
lieu thereof whether or not notation of such consent or waiver is made upon the
Note.

As set forth in and subject to the provisions of the Indenture, no Holder
of any Notes will have any right to institute any proceeding with respect to the
Indenture or for any remedy thereunder unless such Holder shall have previously
given to the Trustee written notice of a continuing Event of Default with
respect to such Notes, the Holders of not less than a majority in principal
amount of the outstanding Notes affected by such Event of Default shall have
made written request and offered reasonable indemnity to the Trustee to
institute such proceeding as Trustee and the Trustee shall have failed to
institute such proceeding within 60 days; PROVIDED, HOWEVER, that such
limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of and any premium or interest on this
Note on or after the respective due dates expressed here.

No reference herein to the Indenture and to provisions of this Global
Note 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 Global Note at the times, places and rates and the coin or
currency prescribed in the Indenture.

As provided in the Indenture and subject to certain limitations therein
set forth, this Global Note may be transferred only as permitted by the legend
hereto.

If at any time the Depositary for this Global Note notifies the Company
that it is unwilling or unable to continue as Depositary for this Global Note or
if at any time the Depositary for this Global Note shall no longer be eligible
or in good standing under the Securities Exchange Act of 1934, as amended, or
other applicable statute or regulation, the Company shall appoint a successor
Depositary with respect to this Global Note. If a successor Depositary for this
Global Note is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company's
election to issue this Note in global form shall no longer be effective with
respect to this Global Note and the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of individual
Notes of this Series in

A-4

exchange for this Global Note, will authenticate and deliver individual Notes
of this Series of like tenor and terms in definitive form in an aggregate
principal amount equal to the principal amount of this Global Note.

The Company may at any time and in its sole discretion determine that all
Notes of this Series (but not less than all) issued or issuable in the form of
one or more Global Notes shall no longer be represented by such Global Note or
Notes. In such event, the Company shall execute, and the Trustee, upon receipt
of a Company Order for the authentication and delivery of individual Notes of
this Series in exchange for such Global Note, shall authenticate and deliver,
individual Notes of this Series of like tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of such Global Note or
Notes in exchange for such Global Note or Notes.

Under certain circumstances specified in the Indenture, the Depositary
may be required to surrender any two or more Global Notes which have identical
terms (but which may have differing Original Issue Dates) to the Trustee, and
the Company shall execute and the Trustee shall authenticate and deliver to, or
at the direction of, the Depositary a Global Note in principal or amount equal
to the aggregate principal amount of, and with all terms identical to, the
Global Notes surrendered thereto and that shall indicate all Original Issue
Dates and the principal amount applicable to each such Original Issue Date.

The Indenture and the Notes shall be governed by, and construed in
accordance with, the laws of the State of New York.

Unless the certificate of authentication hereon has been executed by the
Trustee, directly or through an Authenticating Agent by manual signature of an
authorized officer, this Global Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.

All terms used in this Global Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture unless otherwise
indicated herein.

A-5

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

NEVADA POWER COMPANY

Dated: By:
-----------------------------
Title:
------------------------

Attest:

-------------------------------
Title:

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION

This Note is one of the Notes of the series herein designated, described or
provided for in the within-mentioned Indenture.

IBJ WHITEHALL BANK & TRUST COMPANY, as
Trustee

By:
-----------------------------
Authorized Officer

A-6

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM -- as tenants in common UNIF GIFT
MIN ACT -- Custodian
-------- -----------
(Cust) (Minor)
TEN ENT -- as tenants by the entireties
Under Uniform Gifts to Minors

JT TEN -- as joint tenants with right
of survivorship and not as tenants in common
--------------------
State

Additional abbreviations may also be used
though not in the above list.

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

FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s)
unto
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Please print or typewrite name and address including postal zip code of assignee

---------------------------------------
the within note and all rights
thereunder, hereby irrevocably
constituting and appointing attorney to
transfer said note on the books of the
Company, with full power of
substitution in the premises.

Dated:
-------------------------------- --------------------------------------
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of the
within instrument in every particular,
without alteration or enlargement or
any change whatever.

A-7

TRANSFER NOTICE

[TO BE INCLUDED IF SERIES OF NOTE
IS NOT REGISTERED UNDER THE SECURITIES ACT]

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto _______ _______________________________________________ whose taxpayer
identification number is _________________________________________ and whose
address including postal/zip code is
_______________________________________________________________________________
the within Note and all rights thereunder, hereunder irrevocably constituting
and appointing ____________________________________________ attorney-in-fact to
transfer said Note on the books of the Company with full power of substitution
in the premises.

In connection with the transfer of this Note, the undersigned certifies
that:

(Check one)

/ / This Note is being transferred to a person the undersigned
reasonably believes is a "qualified institutional buyer" (as
defined in Rule 144A under the Securities Act) (a "QIB") acquiring
such Notes for its own account or as a fiduciary or agent for
others (which others are also QIBs) and such person has been given
notice that the transfer is being made in reliance on Rule 144A.

/ / This Note is being transferred outside the United States in
compliance with Rule 904 of Regulation S under the Securities Act.

/ / This Note is being transferred to an "institutional accredited
investor" (within the meaning of Rule 501(a)(1), (2), (3) or (7)
under the Securities Act) pursuant to another available exemption
under the Securities Act.

/ / This Note is being transferred to Nevada Power Company, [Name of
Initial Purchasers]

/ / This Note is being transferred pursuant to the exemption from
registration provided by Rule 144 under the Securities Act.

/ / This Note is being transferred pursuant to a registration
statement that has been declared effective under the Securities
Act.

Dated: Name:
--------------------- -----------------------------------
By:
-----------------------------------
Title:
-----------------------------------

EXHIBIT B

FORM OF NOTE

[INSERT LEGEND SPECIFIED IN SECTION 2.14 IF REQUIRED]

REGISTERED REGISTERED

NEVADA POWER COMPANY
__% SENIOR UNSECURED NOTE, SERIES ___ DUE _____

CUSIP: PRINCIPAL AMOUNT:

ORIGINAL ISSUE DATE: MATURITY DATE:

INTEREST RATE: NUMBER:

INITIAL INTEREST PAYMENT DATE:

NEVADA POWER COMPANY, a corporation of the State of Nevada (the
"COMPANY"), for value received hereby promises to pay to
__________________________ or registered assigns, the principal sum of

DOLLARS

on the Maturity Date set forth above, premium, if any, and to pay interest
thereon from the Original Issue Date set forth above or from the most recent
date to which interest has been paid or duly provided for, semiannually in
arrears on _____________ and ______________ in each year, commencing on the
Initial Interest Payment Date set forth above, at the per annum Interest Rate
set forth above, until the principal hereof is paid or made available for
payment. No interest shall accrue on the Maturity Date, so long as the
principal amount of this Note is paid in full on the Maturity Date. The
interest so payable and punctually paid or duly provided for on any such
Interest Payment Date will, as provided in the Indenture (as defined below), be
paid to the Person in whose name this Note is registered at the close of
business on the Regular Record Date for such interest, which shall be the
__________ or __________, as the case may be, next preceding such Interest
Payment Date; provided that the first Interest Payment Date for any Note, the
Original Issue Date of which is after a Regular Record Date but prior to the
applicable Interest Payment Date, shall be the Interest Payment Date following
the next succeeding Regular Record Date; and provided, that interest payable on
the Maturity Date set forth above or, if applicable, upon redemption or
acceleration, shall be payable to the Person to whom principal shall be payable.
Except as otherwise provided in the Indenture (referred to on the reverse
hereof), 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
shall

B-2

be paid to the Person in whose name this Note 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 Noteholders not more
than fifteen days nor fewer than ten days prior to such Special Record Date.
Principal, applicable premium and interest due at the maturity of this Note
shall be payable in immediately available funds when due upon presentation and
surrender of this Note at the Corporate Trust Office of the Trustee or at the
authorized office of any paying agent in the Borough of Manhattan, the City and
State of New York. Interest on this Note (other than interest payable at
maturity) shall be paid by check in clearinghouse funds to the Holder as its
name appears on the register; provided, that if the Trustee receives a written
request from any Holder of Notes (as defined below), the aggregate principal
amount of all of which having the same Interest Payment Date as this Note equals
or exceeds $1,000,000, on or prior to the applicable Regular Record Date,
interest on the Note shall be paid by wire transfer of immediately available
funds to a bank within the continental United States (designated by such Holder
in its request or by direct deposit into the account of such Holder designated
by such Holder in its request if such account is maintained with the Trustee or
any paying agent.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH
IN FULL ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH IN FULL AT THIS PLACE.

Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof, directly or through an Authenticating
Agent by manual signature of an authorized officer, this Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

B-3

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

Dated: NEVADA POWER COMPANY

By:
--------------------------------
Title:
-----------------------------
ATTEST:

------------------------------
Title:

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION

This Note is one of the Notes of the
series herein designated, described or
provided for in the within-mentioned
Indenture.

IBJ WHITEHALL BANK &
TRUST COMPANY, as Trustee

By:
---------------------------
AUTHORIZED OFFICER

B-4

[FORM OF REVERSE OF NOTE]
NEVADA POWER COMPANY
__% SENIOR UNSECURED NOTE, SERIES __ DUE _____

This Note is one of a duly authorized issue of __% Senior Unsecured
Notes, Series __ Due _____ (the "NOTES OF THIS SERIES") of the Company issued
and to be issued under a Senior Unsecured Note Indenture dated as of March 1,
1999 between the Company and IBJ Whitehall Bank & Trust Company, as trustee
(herein called the "TRUSTEE", which term includes any successor Trustee under
the Indenture) and indentures supplemental thereto (collectively, the
"INDENTURE"). Under the Indenture, one or more series of notes may be issued
and, as used herein, the term "Notes" refers to the Notes of this Series and
any other outstanding series of Notes. Reference is hereby made for a more
complete statement of the respective rights, limitations of rights, duties and
immunities under the Indenture of the Company, the Trustee and the Noteholders
and of the terms upon which the Notes are and are to be authenticated and
delivered. This Note is one of the series designated on the face hereof,
limited in aggregate principal amount to $________________.

[As applicable, one of the following two sentences or other redemption
provisions established in an indenture supplement: This Note may not be
redeemed prior to ________________, 20__. This Note is not redeemable prior to
the Maturity Date set forth on the face hereof.] [If applicable: On or after
______________, this Note is redeemable in whole or in part in increments of
$1,000 (provided that any remaining principal amount of this Note shall be at
least $1,000) at the option of the Company at the following redemption prices
(expressed as a percentage of the principal amount to be redeemed) plus accrued
interest to the redemption date:

REDEMPTION PERIODS REDEMPTION PRICES

Notice of redemption will be given by mail to Holders of Notes of this Series
not less than 30 or more than 60 days prior to the date fixed for redemption,
all as provided in the Indenture. In the event of redemption of this Note in
part only, a new Note or Notes of this Series of like tenor for the unredeemed
portion hereof will be issued in the name of the Noteholder hereof upon the
surrender hereof.]

Interest payments for this Note shall be computed and paid on the basis
of a 360-day year of twelve 30-day months. In any case where any Interest
Payment Date or the date on which the principal of this Note is required to be
paid is not a Business Day, then payment of principal, premium or interest need
not be made on such date but may be made on the next succeeding Business Day
with the same force and effect as if made on such Interest Payment Date or the
date on which the principal of this Note is required to be paid, and, in the
case of timely payment thereof, no interest shall accrue for the period from and
after such Interest Payment Date or the date on which the principal of this
Note is required to be paid.

The Company, at its option, and subject to the terms and conditions
provided in the Indenture, will be discharged from any and all obligations in
respect of the Notes (except for certain

B-5

obligations including obligations to register the transfer or exchange of Notes,
replace stolen, lost or mutilated Notes, maintain paying agencies and hold
moneys for payment in trust, all as set forth in the Indenture) if the Company
deposits with the Trustee money, U.S. Government Obligations which through the
payment of interest thereon and principal thereof in accordance with their
terms will provide money, or a combination of money and U.S. Government
Obligations, in any event in an amount sufficient, without reinvestment, to pay
all the principal of and any premium and interest on the Notes on the dates
such payments are due in accordance with the terms of the Notes.

If an Event of Default shall occur and be continuing, the principal of
the Notes 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 modifications of the rights and obligations of the
Company and the rights of the Noteholders under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of not less than a
majority in principal amount of the outstanding Notes. Any such consent or
waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange therefor in lieu thereof whether
or not notation of such consent or waiver is made upon the Note.

No reference herein to the Indenture and to provisions of this Note 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 Note at the times, places and rates and the coin or currency prescribed
in the Indenture.

As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Note register. Upon
surrender of this Note for registration or transfer at the corporate trust
office of the Trustee or such other office or agency as may be designated by the
Company in the Borough of Manhattan, the City and State of New York, endorsed by
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Note registrar, duly executed by the Holder hereof or the
attorney in fact of such Holder duly authorized in writing, one or more new
Notes of this Series of like tenor and of authorized denominations and for the
same aggregate principal amount will be issued to the designated transferee or
transferees.

B-6

The Notes of this Series are issuable only in registered form, without
coupons, in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Notes of this Series are exchangeable for a like aggregate principal amount of
Notes of this Series of like tenor and of a different authorized denomination,
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.

Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner thereof for all
purposes, whether or not this Note is overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture and the Notes shall be governed by, and construed in
accordance with, the laws of the State of New York.

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

B-7

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM -- as tenants in common UNIF GIFT
MIN ACT -- Custodian
------------- ---------------
(Cust) (Minor)
TEN ENT -- as tenants by the entireties
Under Uniform Gifts to Minors

JT TEN -- as joint tenants with right
of survivorship and not as tenants in common
---------------------------
State

Additional abbreviations may also be used
though not in the above list.

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

FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s)
unto

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

--------------------------------------
the within note and all rights
thereunder, hereby irrevocably
constituting and appointing attorney to
transfer said note on the books of the
Company, with full power of
substitution in the premises.

B-8

TRANSFER NOTICE

[TO BE INCLUDED IF SERIES OF NOTE
IS NOT REGISTERED UNDER THE SECURITIES ACT]

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto ______________________________________________________ whose taxpayer
identification number is _________________________________________ and whose
address including postal/zip code is __________________________________the
within Note and all rights thereunder, hereunder irrevocably constituting and
appointing ____________________________________________ attorney-in-fact to
transfer said Note on the books of the Company with full power of substitution
in the premises.

In connection with the transfer of this Note, the undersigned certifies
that:

(Check one)

/ / This Note is being transferred outside the United States in
compliance with Rule 904 of Regulation S under the Securities Act.

/ / This Note is being transferred to Nevada Power Company, [Name of
Initial Purchasers]

/ / This Note is being transferred pursuant to the exemption from
registration provided by Rule 144 under the Securities Act.

/ / This Note is being transferred pursuant to a registration
statement that has been declared effective under the Securities
Act.

Dated: Name:
--------------------- ----------------------------
By:
----------------------------
Title:
----------------------------

B-9

EXHIBIT C

FORM OF RESTRICTED PERIOD CERTIFICATE

[DATE]

The Depository Trust Company
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

IBJ Whitehall Bank & Trust Company,
as Trustee

Attn: Corporate Trust Administration

Re: Nevada Power Company __% Series Senior Unsecured Notes Series A
Due ____ (the "Notes")

Ladies and Gentlemen:

Reference is hereby made to the Senior Unsecured Note Indenture dated as
of March 1, 1999 (the "Indenture") between Nevada Power Company and IBJ
Whitehall Bank & Trust Company, as Trustee. Capitalized terms used and not
defined herein shall have the meanings given them in the Indenture.

This letter is related to U.S.$___________ principal amount of the Notes
presented by the Restricted Regulation S Global note, held by the Trustee
pursuant to Section 2.13 of the Indenture. We hereby certify that the offering
of the Notes has closed and that the distribution compliance period (as defined
in Regulation S) with respect to the offer and sale of the Notes has terminated.

NEVADA POWER COMPANY

By:
------------------------------
Name:
Title:

cc: Euroclear
CEDEL Bank

C-1

EXHIBIT D

FORM OF TRANSFER CERTIFICATE
FOR TRANSFER OR EXCHANGE FROM RULE 144A GLOBAL NOTE
TO RESTRICTED REGULATION S GLOBAL NOTE
(Transfers or exchanges pursuant to Section 2.13(b)(ii) of the Indenture)

IBJ Whitehall Bank & Trust Company

Attn: Corporate Trust Administration

Re: Nevada Power Company __% Senior Unsecured Notes Series A Due ___
(the "Notes")

Reference is hereby made to the Senior Unsecured Note Indenture dated as
of March 1, 1999 (the "Indenture") between Nevada Power Company (the "Issuer")
and IBJ Whitehall Bank & Trust Company, as Trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture.

This letter relates to U.S.$______________ principal amount of the Notes
which are held into the form of [the Rule 144A (CUSIP NO. [__________] with the
Depositary] in the name of [insert name of transferor] (the "Transferor"). The
Transferor has requested a transfer or exchange of such [beneficial interest]
[Note] for an interest in the Restricted Regulation S Global Note (CINS No.
___________) to be held with [Euroclear] [Cedel Bank] (common Code ___________)
through the Depositary.

In connection with such request and in respect of such Notes, the
Transferor does hereby certify that such transfer or exchange has been effected
in accordance with the transfer restrictions set forth in the Indenture and the
Notes and pursuant to and in accordance with Regulation S under the Securities
Act, and accordingly the Transferor does hereby certify that:

(1) the offer of the Notes was not made to a person in the United
States;

[(2) at the time the buy order was originated, the transferee was
outside the United States or the Transferor and any person acting
on its behalf reasonably believed that the transferee was outside
the United States,](*)

-----------------------
(*) Insert one of these two provisions, which come from the definition of
"offshore transactions" in Regulation S.

D-1

[(2) the transaction was executed in, on or through the facilities of a
designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was
pre-arranged with a buyer in the United States,]*

(3) no directed selling efforts have been made in contravention of the
requirements of Rule 903 or 904 of Regulation S, as applicable,
and

(4) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act.

This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuer.

[Insert Name of Transferor]

By:
---------------------------------
Name:
Title:
Dated:
----------------------

cc: Nevada Power Company

---------------------
* Insert one of these two provisions, which come from the definition of
"offshore transactions" in Regulation S.

D-2

EXHIBIT E

FORM OF TRANSFER CERTIFICATE
FOR TRANSFER OR EXCHANGE FROM RULE 144A GLOBAL NOTE
NOTE TO UNRESTRICTED REGULATION S GLOBAL NOTE
(Exchanges or transfers pursuant to
Section 2.13(b)(iii) of the Indenture)

IBJ Whitehall Bank & Trust Company

Attn: Corporate Trust Administration

Re: Nevada Power Company __% Senior Unsecured Notes Series A Due ___
(the "Notes")

This letter relates to U.S. $_____________ principal amount of the Notes
which are held in the form of [the Rule 144A (CUSIP No. [_______] with the
Depositary] in the name of [insert name of transferor] (the "Transferor"). The
Transferor has requested an exchange or transfer of such [beneficial interest in
the Note] [Note] for an interest in the Unrestricted Regulation S Global
Security (CUSIP No. _________).

(i) with respect to transfers made in reliance on Regulation S
under the Securities Act, the Transferor does hereby certify that:

(1) the offer of the Notes was not made to a person in
the United States;

[(2) at the time the buy order was originated, the
transferee was outside the United States or the Transferor and any
person acting on its behalf reasonably believed that the
transferee was outside the United States,]*

[(2) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither
the Transferor nor any person acting on its behalf knows that the
transaction was prearranged with a buyer in the United States,]*

E-1

(3) no directed selling efforts have been made in
contravention of the requirements of Rule 903 or 904 of Regulation
S, as applicable, and

(4) the transaction is not part of a plan or scheme to
evade the registration requirements of the Securities Act.

(ii) with respect to transfers made in reliance on Rule 144 under the
Securities Act, certify that the Notes are being transferred in a transaction
permitted by Rule 144 under the Securities Act,

(iii) with respect to transfers made in reliance on another exemption
from the Securities Act, the following is the basis for the exemption:
______________________________, and

(iv) with respect to an exchange, either (x) the Note being exchanged
is not a "restricted security" as defined in Rule 144 under the Securities Act
or (y) the exchange is being made to facilitate a contemporaneous transfer that
complies with Section 2.13(b)(iii) of the Indenture.

This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuer.

[Insert Name of Transferor]

By:
-----------------------------------
Name:
Title:

Dated:
-----------------------

cc: Nevada Power Company

-------------------
* Insert one of these two provisions, which come from the definition of
"offshore transactions" in Regulation S.

E-2

EXHIBIT F

FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE FROM
RESTRICTED REGULATION S GLOBAL NOTE OR UNRESTRICTED REGULATION S
GLOBAL NOTE TO RULE 144A GLOBAL NOTE
(Exchanges or transfers pursuant to Section 2.13(b)(iv) of the Indenture)

IBJ Whitehall Bank & Trust Company

Attn: Corporate Trust Administration

Re: Nevada Power Company __% Senior Unsecured Notes Series A Due ___
(the "Notes")

This letter relates to U.S. $_____________ principal amount of the Notes
which are held in the form of [the [Restricted] [Unrestricted] Regulation S
Global Note with [Euroclear] [Cedel Bank] (Common Code _______________)] [with
the Depositary (CUSIP No. _____________)] in the name of [insert name of
transferor] (the "Transferor"). The Transferor has requested a transfer or
exchange of such [beneficial interest] [Note] for an interest in the Rule 144A
Global Note.

In connection with such request and in respect of such Notes, the
Transferor does hereby certify that such Notes are being transferred or
exchanged in accordance with (i) the transfer restrictions set forth in the
Indenture and the Notes and (ii) Rule 144A under the Securities Act to a
transferee that the Transferor reasonably believes is purchasing the Notes for
its own account or as an agent or fiduciary for others with respect to which
account the transferee exercises sole investment discretion and the transferee
and any such account is a "qualified institutional buyer" within the meaning of
Rule 144A, in each case in a transaction meeting the requirements of Rule 144A
and in accordance with any applicable securities laws of any state of the United
States or any other jurisdiction.

F-1

This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuer.
[Insert Name of Transferor]

By:
-------------------------------
Name:
Title:
Dated:
------------------

cc: Nevada Power Company

F-2

CROSS REFERENCE SHEET SHOWING THE
LOCATION IN THE INDENTURE OF THE PROVISIONS INSERTED
PURSUANT TO SECTIONS 310 THROUGH 318(A) INCLUSIVE OF
THE TRUST INDENTURE ACT OF 1939

SECTION OF TRUST
INDENTURE ACT SECTION OF INDENTURE PAGE

310 (a)(1) 8.09 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
310 (a)(2) 8.09 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
310 (a)(3) NOT APPLICABLE . . . . . . . . . . . . . . . . . . . . . . . . --
310 (a)(4) NOT APPLICABLE . . . . . . . . . . . . . . . . . . . . . . . . --
310 (a)(5) 8.09 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
310 (b) 8.08 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
310 (c) NOT APPLICABLE . . . . . . . . . . . . . . . . . . . . . . . . --
311 (a) 8.14 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
311 (b) 8.14 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
311 (c) NOT APPLICABLE . . . . . . . . . . . . . . . . . . . . . . . . --
312 (a) 6.01(a). . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
312 (b) 6.01(b). . . . . . . . . . . . . . . . . . . . . . . . . . .33-34
312 (c) 6.01(c). . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
313 (a) 6.03(a). . . . . . . . . . . . . . . . . . . . . . . . . . .35-36
313 (b) 6.03(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
313 (c) 6.03(d). . . . . . . . . . . . . . . . . . . . . . . . . . . . ▇▇
▇▇▇ (▇) 6.03(c) and 6.03(d). . . . . . . . . . . . . . . . . . . . . . 36
314 (a) 5.05, 6.02(a), 6.02(b) and 6.02(c) . . . . . . . . . . . 33;34-35
314 (b) NOT APPLICABLE . . . . . . . . . . . . . . . . . . . . . . . . --
314 (c)(1) Definition of Officer's Certificate and 14.05(a) . . . . . . 5;58
314 (c)(2) Definition of Opinion of Counsel and 14.05 . . . . . . . . . 5;58
314 (c)(3) NOT APPLICABLE . . . . . . . . . . . . . . . . . . . . . . . . --
314 (d)(1) NOT APPLICABLE . . . . . . . . . . . . . . . . . . . . . . . . --
314 (d)(2) NOT APPLICABLE . . . . . . . . . . . . . . . . . . . . . . . . --
314 (d)(3) NOT APPLICABLE . . . . . . . . . . . . . . . . . . . . . . . . --
314 (e) 14.05(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
314 (f) NOT APPLICABLE . . . . . . . . . . . . . . . . . . . . . . . . --
315 (a) 8.01 and 8.02. . . . . . . . . . . . . . . . . . . . . . . .42-44
315 (b) 7.08 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
315 (c) 8.01(a). . . . . . . . . . . . . . . . . . . . . . . . . . . . ▇▇
▇▇▇ (▇) 8.01(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
315 (e) 7.09 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
316 (a) 7.07 . . . . . . . . . . . . . . . . . . . . . . . . . . . .41-42
9.04 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
12.02. . . . . . . . . . . . . . . . . . . . . . . . . . . .55-56
316 (b) 7.04 . . . . . . . . . . . . . . . . . . . . . . . . . . . .40-41
9.06 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
12.02. . . . . . . . . . . . . . . . . . . . . . . . . . . .55-56
316 (c) 9.06 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
317 (a)(1) 7.02(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
317 (a)(2) 7.02(c). . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
317 (b) 4.02 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
5.04 . . . . . . . . . . . . . . . . . . . . . . . . . . . .32-33
318 (a) 14.07. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

TABLE OF CONTENTS

Page
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ARTICLE ONE DEFINITIONS

SECTION 1.01. GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
SECTION 1.02. TRUST INDENTURE ACT. . . . . . . . . . . . . . . . . . . . . . . . . .1
SECTION 1.03. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

ARTICLE TWO FORM, ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES

SECTION 2.01. FORM GENERALLY.. . . . . . . . . . . . . . . . . . . . . . . . . . . .8
SECTION 2.02. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. . . . . . . . . . . 10
SECTION 2.03. AMOUNT UNLIMITED.. . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 2.04. DENOMINATIONS, DATES, INTEREST PAYMENT AND RECORD DATES. . . . . . . 11
SECTION 2.05. EXECUTION, AUTHENTICATION, DELIVERY AND DATING . . . . . . . . . . . 12
SECTION 2.06. EXCHANGE AND REGISTRATION OF TRANSFER OF NOTES . . . . . . . . . . . 15
SECTION 2.07. MUTILATED, DESTROYED, LOST OR STOLEN NOTES . . . . . . . . . . . . . 16
SECTION 2.08. TEMPORARY NOTES. . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 2.09. CANCELLATION OF NOTES PAID, ETC. . . . . . . . . . . . . . . . . . . 17
SECTION 2.10. INTEREST RIGHTS PRESERVED. . . . . . . . . . . . . . . . . . . . . . 18
SECTION 2.11. SPECIAL RECORD DATE. . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 2.12. PAYMENT OF NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 2.13. GLOBAL NOTES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 2.14. TRANSFER RESTRICTION . . . . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE THREE REDEMPTION OF NOTES

SECTION 3.01. APPLICABILITY OF ARTICLE . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 3.02. NOTICE OF REDEMPTION; SELECTION OF NOTES . . . . . . . . . . . . . . 27
SECTION 3.03. PAYMENT OF NOTES ON REDEMPTION; DEPOSIT OF
REDEMPTION PRICE. . . . . . . . . . . . . . . . . . . . . . . . . . 28

ARTICLE FOUR SATISFACTION AND DISCHARGE; UNCLAIMED MONEYS

SECTION 4.01. SATISFACTION AND DISCHARGE.. . . . . . . . . . . . . . . . . . . . . 29
SECTION 4.02. DEPOSITED MONEYS TO BE HELD IN TRUST BY TRUSTEE. . . . . . . . . . . 31
SECTION 4.03. PAYING AGENT TO REPAY MONEYS HELD. . . . . . . . . . . . . . . . . . 31
SECTION 4.04. RETURN OF UNCLAIMED MONEYS . . . . . . . . . . . . . . . . . . . . . 31

ARTICLE FIVE PARTICULAR COVENANTS OF THE COMPANY

SECTION 5.01. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST . . . . . . . . . . . . . 31
SECTION 5.02. OFFICE FOR NOTICES AND PAYMENTS, ETC.. . . . . . . . . . . . . . . . 31
SECTION 5.03. APPOINTMENTS TO FILL VACANCIES IN TRUSTEE'S OFFICE . . . . . . . . . 32
SECTION 5.04. PROVISION AS TO PAYING AGENT . . . . . . . . . . . . . . . . . . . . 32

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ARTICLE SIX NOTEHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

SECTION 6.01. NOTEHOLDER LISTS . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 6.02. REPORTS BY THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 6.03. REPORTS BY THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . 35

ARTICLE SEVEN REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON EVENTS OF DEFAULT

SECTION 7.01. EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 7.02. PAYMENT OF NOTES ON DEFAULT; SUIT THEREFOR . . . . . . . . . . . . . 38
SECTION 7.03. APPLICATION OF MONEYS COLLECTED BY TRUSTEE.. . . . . . . . . . . . . 39
SECTION 7.04. PROCEEDINGS BY NOTEHOLDERS . . . . . . . . . . . . . . . . . . . . . 40
SECTION 7.05. PROCEEDINGS BY TRUSTEE.. . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 7.06. REMEDIES CUMULATIVE AND CONTINUING . . . . . . . . . . . . . . . . . 41
SECTION 7.07. DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS BY
MAJORITY OF NOTEHOLDERS. . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 7.08. NOTICE OF DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 7.09. UNDERTAKING TO PAY COSTS . . . . . . . . . . . . . . . . . . . . . . 42

ARTICLE EIGHT CONCERNING THE TRUSTEE

SECTION 8.01. DUTIES AND RESPONSIBILITIES OF TRUSTEE . . . . . . . . . . . . . . . 42
SECTION 8.02. RELIANCE ON DOCUMENTS, OPINIONS, ETC . . . . . . . . . . . . . . . . 43
SECTION 8.03. NO RESPONSIBILITY FOR RECITALS, ETC. . . . . . . . . . . . . . . . . 45
SECTION 8.04. TRUSTEE, AUTHENTICATING AGENT, PAYING AGENT OR
REGISTRAR MAY OWN NOTES. . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 8.05. MONEYS TO BE HELD IN TRUST. . . . . . . . . . . . . . . . . . . . . 45
SECTION 8.06. COMPENSATION AND EXPENSES OF TRUSTEE.. . . . . . . . . . . . . . . . 45
SECTION 8.07. OFFICER'S CERTIFICATE AS EVIDENCE. . . . . . . . . . . . . . . . . . 46
SECTION 8.08. CONFLICTING INTEREST OF TRUSTEE. . . . . . . . . . . . . . . . . . . 46
SECTION 8.09. EXISTENCE AND ELIGIBILITY OF TRUSTEE . . . . . . . . . . . . . . . . 46
SECTION 8.10. RESIGNATION OR REMOVAL OF TRUSTEE. . . . . . . . . . . . . . . . . . 46
SECTION 8.11. APPOINTMENT OF SUCCESSOR TRUSTEE . . . . . . . . . . . . . . . . . . 47
SECTION 8.12. ACCEPTANCE BY SUCCESSOR TRUSTEE. . . . . . . . . . . . . . . . . . . 47
SECTION 8.13. SUCCESSION BY MERGER, ETC. . . . . . . . . . . . . . . . . . . . . . 48
SECTION 8.14. LIMITATIONS ON RIGHTS OF TRUSTEE AS A CREDITOR . . . . . . . . . . . 48
SECTION 8.15. AUTHENTICATING AGENT . . . . . . . . . . . . . . . . . . . . . . . . 49

ARTICLE NINE CONCERNING THE NOTEHOLDERS

SECTION 9.01. ACTION BY NOTEHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 9.02. PROOF OF EXECUTION BY NOTEHOLDERS. . . . . . . . . . . . . . . . . . 50
SECTION 9.03. WHO DEEMED ABSOLUTE OWNERS . . . . . . . . . . . . . . . . . . . . . 50
SECTION 9.04. COMPANY-OWNED NOTES DISREGARDED. . . . . . . . . . . . . . . . . . . 50
SECTION 9.05. REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND . . . . . . . . . . . . 50
SECTION 9.06. RECORD DATE FOR NOTEHOLDER ACTS. . . . . . . . . . . . . . . . . . . 51

ARTICLE TEN NOTEHOLDERS' MEETING

SECTION 10.01. PURPOSES OF MEETINGS. . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 10.02. CALL OF MEETINGS BY TRUSTEE . . . . . . . . . . . . . . . . . . . . 52
SECTION 10.03. CALL OF MEETINGS BY COMPANY OR NOTEHOLDERS. . . . . . . . . . . . . 52
SECTION 10.04. QUALIFICATIONS FOR VOTING . . . . . . . . . . . . . . . . . . . . . 52

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SECTION 10.05. REGULATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 10.06. VOTING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 10.07. RIGHTS OF TRUSTEE OR NOTEHOLDERS NOT DELAYED. . . . . . . . . . . . 53

ARTICLE ELEVEN CONSOLIDATION, MERGER, SALE, TRANSFER OR OTHER DISPOSITION

SECTION 11.01. COMPANY MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS . . . . . . . . 53
SECTION 11.02. SUCCESSOR CORPORATION SUBSTITUTED . . . . . . . . . . . . . . . . . 54

ARTICLE TWELVE SUPPLEMENTAL INDENTURES

SECTION 12.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
NOTEHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 12.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS . . . . . . . . 55
SECTION 12.03. COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF
SUPPLEMENTAL INDENTURES . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 12.04. NOTATION ON NOTES . . . . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 12.05. EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL INDENTURE
TO BE FURNISHED TO THE TRUSTEE. . . . . . . . . . . . . . . . . . . 57

ARTICLE THIRTEEN IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 13.01. INDENTURE AND NOTES SOLELY CORPORATE OBLIGATIONS . . . . . . . . . 57

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ARTICLE FOURTEEN MISCELLANEOUS PROVISIONS

SECTION 14.01. PROVISIONS BINDING ON COMPANY'S SUCCESSORS . . . . . . . . . . . . 57
SECTION 14.02. OFFICIAL ACTS BY SUCCESSOR CORPORATION . . . . . . . . . . . . . . 57
SECTION 14.03. NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 14.04. GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 14.05. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT . . . . . . . . . 58
SECTION 14.06. BUSINESS DAYS. . . . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 14.07. TRUST INDENTURE ACT TO CONTROL . . . . . . . . . . . . . . . . . . 59
SECTION 14.08. TABLE OF CONTENTS, HEADINGS, ETC . . . . . . . . . . . . . . . . . 59
SECTION 14.09. EXECUTION IN COUNTERPARTS. . . . . . . . . . . . . . . . . . . . . 60
SECTION 14.10. MANNER OF MAILING NOTICE TO NOTEHOLDERS. . . . . . . . . . . . . . 60
SECTION 14.11. TRANSFEREES OF INITIAL PURCHASERS. . . . . . . . . . . . . . . . . 60
SECTION 14.12. APPROVAL BY TRUSTEE OF EXPERT OR COUNSEL . . . . . . . . . . . . . 60

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EXHIBIT A Form of Global Note . . . . . . . . . . . . . . . . . . . . . . . .A-1
EXHIBIT B Form of Note. . . . . . . . . . . . . . . . . . . . . . . . . . . .B-1
EXHIBIT C Form of Restricted Period Certificate . . . . . . . . . . . . . . .C-1
EXHIBIT D Form of Transfer Certificate for Transfer or Exchange From
Rule 144A Global Note to Restricted Regulation S
Global Note . . . . . . . . . . . . . . . . . . . . . . . . . . . .D-1
EXHIBIT E Form of Transfer Certificate for Transfer or Exchange
From Rule 144A Global Note to Unrestricted Regulation S
Global Note . . . . . . . . . . . . . . . . . . . . . . . . . . . .E-1
EXHIBIT F Form of Transfer Certificate for Transfer or Exchange From
Restricted Regulation S Global Note or Unrestricted
Regulation S Global Note. . . . . . . . . . . . . . . . . . . . . .F-1

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NEVADA POWER COMPANY AND IBJ WHITEHALL BANK & TRUST COMPANY as Trustee SENIOR UNSECURED NOTE INDENTURE DATED AS OF MARCH 1, 1999

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