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                                                                     EXHIBIT 4.2

                        MISSION ENERGY HOLDING COMPANY

                     13.50% Senior Secured Notes due 2008

                                    ______


                  Exchange and Registration Rights Agreement
                  ------------------------------------------

                                                         July 2, 2001

Goldman, Sachs & Co.,
Lehman Brothers Inc.,
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, NY 10004.

Ladies and Gentlemen:

     Mission Energy Holding Company, a Delaware corporation (the "Company"),
proposes to issue and sell to the Purchasers (as defined herein) upon the terms
set forth in the Purchase Agreement (as defined herein) its 13.50% Senior
Secured Notes due 2008.  As an inducement to the Purchasers to enter into the
Purchase Agreement and in satisfaction of a condition to the obligations of the
Purchasers thereunder, the Company agrees with the Purchasers for the benefit of
holders (as defined herein) from time to time of the Registrable Securities (as
defined herein) as follows:

     1.   Certain Definitions.  For purposes of this Exchange and Registration
Rights Agreement, the following terms shall have the following respective
meanings:

     "Base Interest" shall mean the interest that would otherwise accrue on the
  Securities under the terms thereof and the Indenture, without giving effect to
  the provisions of this Agreement.

     The term "broker-dealer" shall mean any broker or dealer registered with
  the Commission under the Exchange Act.

     "Closing Date" shall mean the date on which the Securities are initially
  issued.

     "Commission" shall mean the United States Securities and Exchange
  Commission, or any other federal agency at the time administering the Exchange
  Act or the Securities Act, whichever is the relevant statute for the
  particular purpose.

     "Effective Time," in the case of (i) an Exchange Registration, shall mean
  the time and date as of which the Commission declares the Exchange
  Registration Statement effective or as of which the Exchange Registration
  Statement otherwise becomes effective and (ii) a Shelf Registration, shall
  mean the time and date as of which the Commission declares the
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  Shelf Registration Statement effective or as of which the Shelf Registration
  Statement otherwise becomes effective.

     "Electing Holder" shall mean any holder of Registrable Securities that has
  returned a completed and signed Notice and Questionnaire to the Company in
  accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, or any
  successor thereto, as the same shall be amended from time to time.

     "Exchange Offer" shall have the meaning assigned thereto in Section 2(a)
  hereof.

     "Exchange Registration" shall have the meaning assigned thereto in Section
  3(c) hereof.

     "Exchange Registration Statement" shall have the meaning assigned thereto
  in Section 2(a) hereof.

     "Exchange Securities" shall have the meaning assigned thereto in Section
  2(a) hereof.

     The term "holder" shall mean each of the Purchasers and other persons who
  acquire Registrable Securities from time to time (including any successors or
  assigns), in each case for so long as such person owns any Registrable
  Securities.

     "Indenture" shall mean the Indenture, dated as of July 2, 2001, between the
  Company and Wilmington Trust Company, as Trustee, as the same shall be amended
  from time to time.

     "Notice and Questionnaire" means a Notice of Registration Statement and
  Selling Securityholder Questionnaire substantially in the form of Exhibit A
  hereto.

     The term "person" shall mean a corporation, association, partnership,
  organization, business, individual, government or political subdivision
  thereof or governmental agency.

     "Purchase Agreement" shall mean the Purchase Agreement, dated as of June
  27, 2001, between the Purchasers and the Company relating to the Securities.

     "Purchasers" shall mean the Purchasers named in Schedule 1 to the Purchase
  Agreement.

     "Registrable Securities" shall mean the Securities; provided, however, that
  a Security shall cease to be a Registrable Security when (i) in the
  circumstances contemplated by Section 2(a) hereof, the Security has been
  exchanged for an Exchange Security in an Exchange Offer as contemplated in
  Section 2(a) hereof (provided that any Exchange Security that, pursuant to the
  last two sentences of Section 2(a), is included in a prospectus for use in
  connection with resales by broker-dealers shall be deemed to be a Registrable
  Security with respect to Sections 5, 6 and 9 until resale of such Registrable
  Security has been effected within the 180-day period referred to in Section
  2(a)); (ii) in the circumstances contemplated by Section 2(b) hereof, a Shelf
  Registration Statement registering such Security under the Securities Act has
  been declared or becomes effective and such Security has been sold or
  otherwise transferred by the holder thereof pursuant to and in a manner
  contemplated by such effective Shelf Registration Statement; (iii) such
  Security is sold pursuant to Rule 144 under circumstances in which any legend
  borne by such Security relating to restrictions on transferability thereof,
  under the Securities Act or otherwise, is

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  removed by the Company or pursuant to the Indenture; (iv) such Security is
  eligible to be sold pursuant to paragraph (k) of Rule 144; or (v) such
  Security shall cease to be outstanding.

     "Registration Default" shall have the meaning assigned thereto in Section
  2(c) hereof.

     "Registration Expenses" shall have the meaning assigned thereto in Section
  4 hereof.

     "Resale Period" shall have the meaning assigned thereto in Section 2(a)
  hereof.

     "Restricted Holder" shall mean (i) a holder that is an affiliate of the
  Company within the meaning of Rule 405, (ii) a holder who acquires Exchange
  Securities outside the ordinary course of such holder's business, (iii) a
  holder who has arrangements or understandings with any person to participate
  in the Exchange Offer for the purpose of distributing Exchange Securities and
  (iv) a holder that is a broker-dealer, but only with respect to Exchange
  Securities received by such broker-dealer pursuant to an Exchange Offer in
  exchange for Registrable Securities acquired by the broker-dealer directly
  from the Company.

     "Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such rule
  promulgated under the Securities Act (or any successor provision), as the same
  shall be amended from time to time.

     "Securities" shall mean, collectively, the 13.50% Senior Secured Notes due
  2008 of the Company to be issued and sold to the Purchasers and any other such
  notes issued after the date hereof pursuant to the Indenture, and securities
  issued in exchange therefor or in lieu thereof pursuant to the Indenture other
  than the Exchange Securities.

     "Securities Act" shall mean the Securities Act of 1933, or any successor
  thereto, as the same shall be amended from time to time.

     "Shelf Registration" shall have the meaning assigned thereto in Section
  2(b) hereof.

     "Shelf Registration Statement" shall have the meaning assigned thereto in
  Section 2(b) hereof.

     "Special Interest" shall have the meaning assigned thereto in Section 2(c)
  hereof.

     "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or any
  successor thereto, and the rules, regulations and forms promulgated
  thereunder, all as the same shall be amended from time to time.

          Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Exchange and Registration Rights Agreement, and the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Exchange and
Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.

          2.   Registration Under the Securities Act.

     (a)  Except as set forth in Section 2(b) below, the Company agrees to file
  under the Securities Act, as soon as practicable, but no later than 105 days
  after the Closing Date, a registration statement relating to an offer to
  exchange (such registration statement, the

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  "Exchange Registration Statement", and such offer, the "Exchange Offer") any
  and all of the Securities for a like aggregate principal amount of debt
  securities issued by the Company, which debt securities are substantially
  identical to the Securities (and are entitled to the benefits of a trust
  indenture which is substantially identical to the Indenture or is the
  Indenture and which has been qualified under the Trust Indenture Act), except
  that they have been registered pursuant to an effective registration statement
  under the Securities Act and do not contain provisions for the additional
  interest contemplated in Section 2(c) below (such new debt securities
  hereinafter called "Exchange Securities"). The Company agrees to use its
  reasonable best efforts to cause the Exchange Registration Statement to become
  effective under the Securities Act as soon as practicable, but no later than
  225 days after the Closing Date. The Exchange Offer will be registered under
  the Securities Act on the appropriate form and will comply with all applicable
  tender offer rules and regulations under the Exchange Act. The Company further
  agrees to use its reasonable best efforts to commence and complete the
  Exchange Offer promptly, but no later than 45 days after such Exchange
  Registration Statement has become effective, hold the Exchange Offer open for
  at least 20 business days and exchange Exchange Securities for all Registrable
  Securities that have been properly tendered and not validly withdrawn on or
  prior to the expiration of the Exchange Offer. The Exchange Offer will be
  deemed to have been "completed" only if the debt securities received by
  holders other than Restricted Holders in the Exchange Offer for Registrable
  Securities are, upon receipt, transferable by each such holder without
  restriction under the Securities Act and the Exchange Act (except for the
  requirement to deliver a prospectus included in the Exchange Registration
  Statement applicable to resales by any broker-dealer of Exchange Securities
  received by such broker-dealer pursuant to an Exchange Offer in exchange for
  Registrable Securities other than those acquired by the broker-dealer directly
  from the Company) and without material restrictions under the blue sky or
  securities laws of a substantial majority of the States of the United States
  of America. The Exchange Offer shall be deemed to have been completed upon the
  earlier to occur of (i) the Company having exchanged the Exchange Securities
  for all outstanding Registrable Securities pursuant to the Exchange Offer and
  (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange
  Securities for all Registrable Securities that have been properly tendered and
  not withdrawn before the expiration of the Exchange Offer, which shall be on a
  date that is at least 30 days following the commencement of the Exchange
  Offer. The Company agrees (x) to include in the Exchange Registration
  Statement a prospectus for use in any resales by any holder of Exchange
  Securities that is a broker-dealer and (y) to keep such Exchange Registration
  Statement effective for a period (the "Resale Period") beginning when Exchange
  Securities are first issued in the Exchange Offer and ending upon the earlier
  of the expiration of the 180th day after the Exchange Offer has been completed
  or such time as such broker-dealers no longer own any Registrable Securities.
  With respect to such Exchange Registration Statement, such holders shall have
  the benefit of the rights of indemnification and contribution set forth in
  Sections 6(a), (c), (d) and (e) hereof.

     (b) (A)  If (i) on or prior to the time the Exchange Offer is completed,
  existing Commission interpretations are changed such that the debt securities
  received by holders other than Restricted Holders in the Exchange Offer for
  Registrable Securities are not or would not be, upon receipt, transferable by
  each such holder without restriction under the Securities Act, (ii) the
  Exchange Offer has not been completed within 270 days following the Closing
  Date or (iii) the Exchange Offer is not available to any holder of the
  Securities, the Company shall, in lieu of (or, in the case of clause (iii), in
  addition to) conducting the Exchange Offer contemplated by Section 2(a), file
  under the Securities Act as soon as practicable, but no later than the later
  of 30 days after the time such obligation to file arises,

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  a "shelf" registration statement providing for the registration of, and the
  sale on a continuous or delayed basis by the holders of, all of the
  Registrable Securities, pursuant to Rule 415 or any similar rule that may be
  adopted by the Commission (such filing, the "Shelf Registration" and such
  registration statement, the "Shelf Registration Statement"). The Company
  agrees to use its reasonable best efforts (x) to cause the Shelf Registration
  Statement to become or be declared effective no later than 120 days after such
  Shelf Registration Statement is filed and to keep such Shelf Registration
  Statement continuously effective for a period ending on the earlier of (i) the
  second anniversary of the Effective Time or (ii) such time as there are no
  longer any Registrable Securities outstanding, provided, however, that no
  holder shall be entitled to be named as a selling security holder in the Shelf
  Registration Statement or to use the prospectus forming a part thereof for
  resales of Registrable Securities unless such holder is an Electing Holder,
  and (y) after the Effective Time of the Shelf Registration Statement, promptly
  upon the request of any holder of Registrable Securities that is not then an
  Electing Holder, to take any action reasonably necessary to enable such holder
  to use the prospectus forming a part thereof for resales of Registrable
  Securities, including, without limitation, any action necessary to identify
  such holder as a selling security holder in the Shelf Registration Statement,
  provided, further, that nothing in this clause (y) shall relieve any such
  holder of the obligation to return a completed and signed Notice and
  Questionnaire to the Company in accordance with Section 3(d)(iii) hereof. The
  Company further agrees to supplement or make amendments to the Shelf
  Registration Statement, as and when required by the rules, regulations or
  instructions applicable to the registration form used by the Company for such
  Shelf Registration Statement or by the Securities Act or rules and regulations
  thereunder for shelf registration, and the Company agrees to furnish to each
  Electing Holder copies of any such supplement or amendment prior to its being
  used or promptly following its filing with the Commission.

     (B)  Notwithstanding the foregoing, following the initial effectiveness of
  the Shelf Registration Statement, the Company may postpone, for a period not
  to exceed 30 days, supplementing or amending the Shelf Registration Statement
  if (i) the Company is in possession of material non-public information related
  to a proposed financing, recapitalization, acquisition, business combination
  or other material transaction and the Board of Directors of the Company
  determines (in good faith in a written resolution) that disclosure of such
  information would have a material adverse effect on the business or operations
  of the Company or any of its subsidiaries and disclosure of such information
  is not otherwise required by law and (ii) the Company delivers notice (which
  shall include a copy of the resolution of the Board of Directors with respect
  to such determination) to the Electing Holders and any placement agent or
  underwriting as contemplated by Section 3(d)(viii)(F) to the effect that
  Electing Holders may not make offers or sales under the Shelf Registration
  Statement; provided, however, that the Company may deliver only two such
  notices within any twelve-month period; it being understood for the avoidance
  of doubt that in no event shall the Company be permitted to extend the time
  period within which it must file the Shelf Registration Statement pursuant to
  Section 2(b)(A) or the time period within which it must cause the Shelf
  Registration Statement to become or be declared effective pursuant to Section
  2(b)(A)(x).  Promptly upon the earlier of (x) public disclosure of such
  material non-public information, (y) the date on which such non-public
  information is no longer material and (z) 30 days after the notice is given by
  the Company pursuant to clause (ii) above, the Company shall supplement or
  amend the Shelf Registration Statement as required by Section 3(e) and give
  notice to the Electing Holders that offers and sales under the Shelf
  Registration Statement may be resumed.

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     (c)  In the event that (i) the Company has not filed the Exchange
  Registration Statement or Shelf Registration Statement on or before the date
  on which such registration statement is required to be filed pursuant to
  Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration
  Statement or Shelf Registration Statement has not become effective or been
  declared effective by the Commission on or before the date on which such
  registration statement is required to become or be declared effective pursuant
  to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer has not
  been completed within 45 days after the initial effective date of the Exchange
  Registration Statement relating to the Exchange Offer (if the Exchange Offer
  is then required to be made) or (iv) any Exchange Registration Statement or
  Shelf Registration Statement required by Section 2(a) or 2(b) hereof is filed
  and declared effective but shall thereafter either be withdrawn by the Company
  or shall become subject to an effective stop order issued pursuant to Section
  8(d) of the Securities Act suspending the effectiveness of such registration
  statement (except as specifically permitted herein) without being succeeded
  immediately by an additional registration statement filed and declared
  effective (each such event referred to in clauses (i) through (iv), a
  "Registration Default" and each period during which a Registration Default has
  occurred and is continuing, a "Registration Default Period"), then, as
  liquidated damages for such Registration Default, subject to the provisions of
  Section 9(b), special interest ("Special Interest"), in addition to the Base
  Interest, shall accrue at a per annum rate of 0.50% for the first 90 days of
  the Registration Default Period, at a per annum rate of 1.0% for the second 90
  days of the Registration Default Period, and at a per annum rate of 1.0%
  thereafter for the remaining portion of the Registration Default Period.
  Following the cure of all Registration Defaults, the accrual of such special
  interest will cease.

     (d)  The Company shall take all actions necessary or advisable to be taken
  by it to ensure that the transactions contemplated herein are effected as so
  contemplated.

     (e)  Any reference herein to a registration statement as of any time shall
  be deemed to include any document incorporated, or deemed to be incorporated,
  therein by reference as of such time and any reference herein to any post-
  effective amendment to a registration statement as of any time shall be deemed
  to include any document incorporated, or deemed to be incorporated, therein by
  reference as of such time.

     3.   Registration Procedures.

          If the Company files a registration statement pursuant to Section 2(a)
or Section 2(b), the following provisions shall apply:

     (a)  At or before the Effective Time of the Exchange Offer or the Shelf
  Registration, as the case may be, the Company shall qualify the Indenture
  under the Trust Indenture Act of 1939.

     (b)  In the event that such qualification would require the appointment of
  a new trustee under the Indenture, the Company shall appoint a new trustee
  thereunder pursuant to the applicable provisions of the Indenture.

     (c)  In connection with the Company's obligations with respect to the
  registration of Exchange Securities as contemplated by Section 2(a) (the
  "Exchange Registration"), if applicable, the Company shall, as soon as
  practicable (or as otherwise specified):

               (i)  prepare and file with the Commission, as soon as practicable
          but no later than 105 days after the Closing Date, an Exchange
          Registration Statement on any

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          form which may be utilized by the Company and which shall permit the
          Exchange Offer and resales of Exchange Securities by broker-dealers
          during the Resale Period to be effected as contemplated by Section
          2(a), and use its reasonable best efforts to cause such Exchange
          Registration Statement to become effective as soon as practicable
          thereafter, but no later than 225 days after the Closing Date;

               (ii)  as soon as practicable prepare and file with the Commission
          such amendments and supplements to such Exchange Registration
          Statement and the prospectus included therein as may be necessary to
          effect and maintain the effectiveness of such Exchange Registration
          Statement for the periods and purposes contemplated in Section 2(a)
          hereof and as may be required by the applicable rules and regulations
          of the Commission and the instructions applicable to the form of such
          Exchange Registration Statement, and promptly provide each broker-
          dealer holding Exchange Securities with such number of copies of the
          prospectus included therein (as then amended or supplemented), in
          conformity in all material respects with the requirements of the
          Securities Act and the Trust Indenture Act and the rules and
          regulations of the Commission thereunder, as such broker-dealer
          reasonably may request in writing to the Company prior to the
          expiration of the Resale Period, for use in connection with resales of
          Exchange Securities;

               (iii) promptly notify each broker-dealer that has requested or
          received copies of the prospectus included in such Exchange
          Registration Statement, and confirm such advice in writing, (A) when
          such Exchange Registration Statement or the prospectus included
          therein or any prospectus amendment or supplement or post-effective
          amendment has been filed, and, with respect to such Exchange
          Registration Statement or any post-effective amendment, when the same
          has become effective, (B) of any comments by the Commission and by the
          blue sky or securities commissioner or regulator of any state with
          respect thereto or any request by the Commission for amendments or
          supplements to such Exchange Registration Statement or prospectus or
          for additional information, (C) of the issuance by the Commission of
          any stop order suspending the effectiveness of such Exchange
          Registration Statement or the initiation or threatening of any
          proceedings for that purpose, (D) if at any time the representations
          and warranties of the Company contemplated by Section 5 cease to be
          true and correct in all material respects, (E) of the receipt by the
          Company of any notification with respect to the suspension of the
          qualification of the Exchange Securities for sale in any jurisdiction
          or the initiation or threatening of any proceeding for such purpose,
          or (F) at any time during the Resale Period when a prospectus is
          required to be delivered under the Securities Act, that such Exchange
          Registration Statement, prospectus, prospectus amendment or supplement
          or post-effective amendment does not conform in all material respects
          to the applicable requirements of the Securities Act and the Trust
          Indenture Act and the rules and regulations of the Commission
          thereunder or contains an untrue statement of a material fact or omits
          to state any material fact required to be stated therein or necessary
          to make the statements therein not misleading in light of the
          circumstances then existing;

               (iv)  in the event that the Company would be required, pursuant
          to Section 3(e)(iii)(F) above, to notify any broker-dealers holding
          Exchange Securities, without unreasonable delay to prepare and furnish
          to each such holder a reasonable number of copies of a prospectus
          supplemented or amended so that, as thereafter delivered to purchasers
          of such Exchange Securities during the Resale Period, such

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          prospectus shall conform in all material respects to the applicable
          requirements of the Securities Act and the Trust Indenture Act and the
          rules and regulations of the Commission thereunder and shall not
          contain an untrue statement of a material fact or omit to state a
          material fact required to be stated therein or necessary to make the
          statements therein not misleading in light of the circumstances then
          existing;

               (v)    use its reasonable best efforts to obtain the withdrawal
          of any order suspending the effectiveness of such Exchange
          Registration Statement or any post-effective amendment thereto at the
          earliest practicable date;

               (vi)   use its reasonable best efforts to (A) register or qualify
          the Exchange Securities under the securities laws or blue sky laws of
          such jurisdictions as are contemplated by Section 2(a) no later than
          the commencement of the Exchange Offer, (B) keep such registrations or
          qualifications in effect and comply with such laws so as to permit the
          continuance of offers, sales and dealings therein in such
          jurisdictions until the expiration of the Resale Period and (C) take
          any and all other actions as may be reasonably necessary or advisable
          to enable each broker-dealer holding Exchange Securities to consummate
          the disposition thereof in such jurisdictions; provided, however, that
          the Company shall not be responsible for any filing obligations that
          such broker-dealer may incur as such under the laws of such
          jurisdiction; and provided, further, however, that the Company shall
          not be required for any such purpose to (1) qualify as a foreign
          corporation in any jurisdiction wherein it would not otherwise be
          required to qualify but for the requirements of this Section 3(c)(vi),
          (2) consent to general service of process in any such jurisdiction or
          (3) make any changes to its certificate of incorporation or by-laws or
          any agreement between it and its stockholders;

               (vii)  use its reasonable best efforts to obtain the consent or
          approval of each governmental agency or authority, whether federal,
          state or local, which may be required to effect the Exchange
          Registration, the Exchange Offer and the offering and sale of Exchange
          Securities by broker-dealers during the Resale Period;

               (viii) provide a CUSIP number for all Exchange Securities, not
          later than the applicable Effective Time of the Exchange Registration
          Statement;

               (ix)   comply with all applicable rules and regulations of the
          Commission, and make generally available to its securityholders as
          soon as practicable but no later than 18 months after the effective
          date of such Exchange Registration Statement, an earning statement of
          the Company and its subsidiaries complying with Section 11(a) of the
          Securities Act (including, at the option of the Company, Rule 158
          thereunder).

     (d)  In connection with the Company's obligations with respect to the Shelf
  Registration, if applicable,  the Company shall, as soon as practicable (or as
  otherwise specified):

               (i)    prepare and file with the Commission, as soon as
          practicable but in any case within the time periods specified in
          Section 2(b), a Shelf Registration Statement on any form which may be
          utilized by the Company and which shall register all of the
          Registrable Securities for resale by the holders thereof in accordance
          with such method or methods of disposition as may be specified by such
          of the holders as, from time to time, may be Electing Holders and use
          its reasonable best efforts to cause such Shelf Registration Statement
          to become effective as soon as practicable after such filing but in
          any case within the time periods specified in Section 2(b);

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               (ii)   not less than 30 calendar days prior to the Effective Time
          of the Shelf Registration Statement, mail the Notice and Questionnaire
          to the holders of Registrable Securities; no holder shall be entitled
          to be named as a selling securityholder in the Shelf Registration
          Statement as of the Effective Time, and no holder shall be entitled to
          use the prospectus forming a part thereof for resales of Registrable
          Securities at any time, unless such holder has returned a completed
          and signed Notice and Questionnaire to the Company by the deadline for
          response set forth therein; provided, however, holders of Registrable
          Securities shall have at least 28 calendar days from the date on which
          the Notice and Questionnaire is first mailed to such holders to return
          a completed and signed Notice and Questionnaire to the Company;

               (iii)  after the Effective Time of the Shelf Registration
          Statement, upon the request of any holder of Registrable Securities
          that is not then an Electing Holder, promptly send a Notice and
          Questionnaire to such holder; provided that the Company shall not be
          required to take any action to name such holder as a selling
          securityholder in the Shelf Registration Statement or to enable such
          holder to use the prospectus forming a part thereof for resales of
          Registrable Securities until such holder has returned a completed and
          signed Notice and Questionnaire to the Company;

               (iv)   as soon as practicable prepare and file with the
          Commission such amendments and supplements to such Shelf Registration
          Statement and the prospectus included therein as may be necessary to
          effect and maintain the effectiveness of such Shelf Registration
          Statement for the period specified in Section 2(b) hereof and as may
          be required by the applicable rules and regulations of the Commission
          and the instructions applicable to the form of such Shelf Registration
          Statement, and furnish to the Electing Holders copies of any such
          supplement or amendment simultaneously with or prior to its being used
          or filed with the Commission;

               (v)    comply with the provisions of the Securities Act with
          respect to the disposition of all of the Registrable Securities
          covered by such Shelf Registration Statement in accordance with the
          intended methods of disposition by the Electing Holders provided for
          in such Shelf Registration Statement;

               (vi)   provide (A) the Electing Holders, (B) the underwriters
          (which term, for purposes of this Exchange and Registration Rights
          Agreement, shall include a person deemed to be an underwriter within
          the meaning of Section 2(a)(11) of the Securities Act), if any,
          thereof, (C) any sales or placement agent therefor, (D) not more than
          one counsel for any such underwriter or agent and (E) not more than
          one counsel for all the Electing Holders the opportunity to
          participate in the preparation of such Shelf Registration Statement,
          each prospectus included therein or filed with the Commission and each
          amendment or supplement thereto;

               (vii)  for a reasonable period prior to the filing of such Shelf
          Registration Statement, and throughout the period specified in Section
          2(b), make available at reasonable times at the Company's principal
          place of business or such other reasonable place for inspection by the
          persons referred to in Section 3(d)(vi) who shall certify to the
          Company that they have a current intention to sell the Registrable
          Securities pursuant to the Shelf Registration such financial and other
          information and books and records of the Company, and cause the
          officers and employees of

                                       9
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          the Company and use its reasonable best efforts to cause counsel and
          independent certified public accountants of the Company to respond to
          such inquiries, as shall be reasonably necessary, in the judgment of
          the respective counsel referred to in such Section, to conduct a
          reasonable investigation within the meaning of Section 11 of the
          Securities Act; provided, however, that each such party shall be
          required to maintain in confidence and not to disclose to any other
          person any information or records reasonably designated by the Company
          as being confidential, until such time as (A) such information becomes
          a matter of public record (whether by virtue of its inclusion in such
          Shelf Registration Statement or otherwise but not because of
          disclosure by such person or its representatives that would otherwise
          be a breach of this provision), or (B) such person shall be required
          so to disclose such information pursuant to a subpoena or order of any
          court or other governmental agency or body having jurisdiction over
          the matter (subject to the requirements of such order, and only after
          such person shall have given the Company prompt prior written notice
          of such requirement), or (C) such information is required to be set
          forth in such Shelf Registration Statement or the prospectus included
          therein or in an amendment to such Shelf Registration Statement or an
          amendment or supplement to such prospectus in order that such Shelf
          Registration Statement, prospectus, amendment or supplement, as the
          case may be, complies with applicable requirements of the federal
          securities laws and the rules and regulations of the Commission and
          does not contain an untrue statement of a material fact or omit to
          state therein a material fact required to be stated therein or
          necessary to make the statements therein not misleading in light of
          the circumstances then existing;

               (viii)  promptly notify each of the Electing Holders, any sales
          or placement agent therefor and any underwriter thereof (which
          notification may be made through any managing underwriter that is a
          representative of such underwriter for such purpose) and, if requested
          in writing, confirm such advice in writing, (A) when such Shelf
          Registration Statement or the prospectus included therein or any
          prospectus amendment or supplement or post-effective amendment has
          been filed, and, with respect to such Shelf Registration Statement or
          any post-effective amendment, when the same has become effective, (B)
          of any comments by the Commission and by the blue sky or securities
          commissioner or regulator of any state with respect thereto or any
          request by the Commission for amendments or supplements to such Shelf
          Registration Statement or prospectus or for additional information,
          (C) of the issuance by the Commission of any stop order suspending the
          effectiveness of such Shelf Registration Statement or the initiation
          or threatening of any proceedings for that purpose, (D) if at any time
          the representations and warranties of the Company contemplated by
          Section 3(d)(xvii) or Section 5 cease to be true and correct in all
          material respects, (E) of the receipt by the Company of any
          notification with respect to the suspension of the qualification of
          the Registrable Securities for sale in any jurisdiction or the
          initiation or threatening of any proceeding for such purpose, or (F)
          if at any time when a prospectus is required to be delivered under the
          Securities Act, that such Shelf Registration Statement, prospectus,
          prospectus amendment or supplement or post-effective amendment does
          not conform in all material respects to the applicable requirements of
          the Securities Act and the Trust Indenture Act and the rules and
          regulations of the Commission thereunder or contains an untrue
          statement of a material fact or omits to state any material fact
          required to be stated therein or necessary to make the statements
          therein not misleading in light of the circumstances then existing;

                                       10
<PAGE>

               (ix)   use its reasonable best efforts to obtain the withdrawal
          of any order suspending the effectiveness of such Shelf Registration
          Statement or any post-effective amendment thereto at the earliest
          practicable date;

               (x)    if requested by any managing underwriter or underwriters,
          any placement or sales agent or any Electing Holder, promptly
          incorporate in a prospectus supplement or post-effective amendment
          such information as is required by the applicable rules and
          regulations of the Commission and as such managing underwriter or
          underwriters, such agent or such Electing Holder reasonably specifies
          should be included therein relating to the terms of the sale of such
          Registrable Securities, including information with respect to the
          principal amount of Registrable Securities being sold by such Electing
          Holder or agent or to any underwriters, the name and description of
          such Electing Holder, agent or underwriter, the offering price of such
          Registrable Securities and any discount, commission or other
          compensation payable in respect thereof, the purchase price being paid
          therefor by such underwriters and with respect to any other terms of
          the offering of the Registrable Securities to be sold by such Electing
          Holder or agent or to such underwriters; and make all required filings
          of such prospectus supplement or post-effective amendment promptly
          after notification of the matters to be incorporated in such
          prospectus supplement or post-effective amendment;

               (xi)   furnish to each Electing Holder, each placement or sales
          agent, if any, therefor, each underwriter, if any, thereof and the
          respective counsel referred to in Section 3(d)(vi) an executed copy
          (or, in the case of an Electing Holder, a conformed copy) of such
          Shelf Registration Statement, each such amendment and supplement
          thereto (in each case including all exhibits thereto (in the case of
          an Electing Holder of Registrable Securities, upon request) and
          documents incorporated by reference therein) and such number of copies
          of such Shelf Registration Statement (excluding exhibits thereto and
          documents incorporated by reference therein unless specifically so
          requested by such Electing Holder, agent or underwriter, as the case
          may be) and of the prospectus included in such Shelf Registration
          Statement (including each preliminary prospectus and any summary
          prospectus), in conformity in all material respects with the
          applicable requirements of the Securities Act and the Trust Indenture
          Act and the rules and regulations of the Commission thereunder, and
          such other documents, as such Electing Holder, agent, if any, and
          underwriter, if any, may reasonably request in order to facilitate the
          offering and disposition of the Registrable Securities owned by such
          Electing Holder, offered or sold by such agent or underwritten by such
          underwriter and to permit such Electing Holder, agent and underwriter
          to satisfy the prospectus delivery requirements of the Securities Act;
          and the Company hereby consents to the use of such prospectus
          (including such preliminary and summary prospectus) and any amendment
          or supplement thereto by each such Electing Holder and by any such
          agent and underwriter, in each case in the form most recently provided
          to such person by the Company, in connection with the offering and
          sale of the Registrable Securities covered by the prospectus
          (including such preliminary and summary prospectus) or any supplement
          or amendment thereto;

               (xii)  use reasonable best efforts to (A) register or qualify the
          Registrable Securities to be included in such Shelf Registration
          Statement under such securities laws or blue sky laws of such
          jurisdictions as any Electing Holder and each placement or sales
          agent, if any, therefor and underwriter, if any, thereof shall

                                       11
<PAGE>

          reasonably request, (B) keep such registrations or qualifications in
          effect and comply with such laws so as to permit the continuance of
          offers, sales and dealings therein in such jurisdictions during the
          period the Shelf Registration is required to remain effective under
          Section 2(b) above and for so long as may be necessary to enable any
          such Electing Holder, agent or underwriter to complete its
          distribution (so long as such distribution is completed during the
          period the Shelf Registration is required to remain effective under
          Section 2(b) above) of Securities pursuant to such Shelf Registration
          Statement and (C) take any and all other actions as may be reasonably
          necessary or advisable to enable each such Electing Holder, agent, if
          any, and underwriter, if any, to consummate the disposition in such
          jurisdictions of such Registrable Securities; provided, however, that
          the Company shall not be required for any such purpose to (1) qualify
          as a foreign corporation in any jurisdiction wherein it would not
          otherwise be required to qualify but for the requirements of this
          Section 3(d)(xii), (2) consent to general service of process in any
          such jurisdiction or (3) make any changes to its certificate of
          incorporation or by-laws or any agreement between it and its
          stockholders;

               (xiii)  use its reasonable best efforts to obtain the consent or
          approval of each governmental agency or authority, whether federal,
          state or local, which may be required to effect the Shelf Registration
          or the offering or sale in connection therewith or to enable the
          selling holder or holders to offer, or to consummate the disposition
          of, their Registrable Securities;

               (xiv)   Unless any Registrable Securities shall be in book-entry
          only form, cooperate with the Electing Holders and the managing
          underwriters, if any, to facilitate the timely preparation and
          delivery of certificates representing Registrable Securities to be
          sold, which certificates, if so required by any securities exchange
          upon which any Registrable Securities are listed, shall be penned,
          lithographed or engraved, or produced by any combination of such
          methods, on steel engraved borders, and which certificates shall not
          bear any restrictive legends; and, in the case of an underwritten
          offering, enable such Registrable Securities to be in such
          denominations and registered in such names as the managing
          underwriters may request at least two business days prior to any sale
          of the Registrable Securities;

               (xv)    provide a CUSIP number for all Registrable Securities,
          not later than the applicable Effective Time;

               (xvi)   enter into one or more underwriting agreements,
          engagement letters, agency agreements, "best efforts" underwriting
          agreements or similar agreements, as appropriate, including customary
          provisions relating to indemnification and contribution, and take such
          other actions in connection therewith as any Electing Holders
          aggregating at least 20% in aggregate principal amount of the
          Registrable Securities at the time outstanding shall request in order
          to expedite or facilitate the disposition of such Registrable
          Securities;

               (xvii)  whether or not an agreement of the type referred to in
          Section 3(d)(xvi) hereof is entered into and whether or not any
          portion of the offering contemplated by the Shelf Registration is an
          underwritten offering or is made through a placement or sales agent or
          any other entity, (A) make such representations and warranties to the
          Electing Holders and the placement or sales agent, if any, therefor
          and the underwriters, if any, thereof in form, substance and scope as
          are customarily made in connection with an offering of debt securities
          pursuant to any appropriate

                                       12
<PAGE>

          agreement or to a registration statement filed on the form applicable
          to the Shelf Registration; (B) obtain an opinion of counsel to the
          Company in customary form and covering such matters, of the type
          customarily covered by such an opinion, as the managing underwriters,
          if any, or as any Electing Holders of at least 30% in aggregate
          principal amount of the Registrable Securities at the time outstanding
          may reasonably request, addressed to such Electing Holder or Electing
          Holders and the placement or sales agent, if any, therefor and the
          underwriters, if any, thereof and dated the effective date of such
          Shelf Registration Statement (and if such Shelf Registration Statement
          contemplates an underwritten offering of a part or all of the
          Registrable Securities, dated the date of the closing under the
          underwriting agreement relating thereto); (C) obtain a "cold comfort"
          letter or letters from the independent certified public accountants of
          the Company addressed to the selling Electing Holders, the placement
          or sales agent, if any, therefor or the underwriters, if any, thereof,
          dated (i) the effective date of such Shelf Registration Statement and
          (ii) the effective date of any prospectus supplement to the prospectus
          included in such Shelf Registration Statement or post-effective
          amendment to such Shelf Registration Statement which includes
          unaudited or audited financial statements as of a date or for a period
          subsequent to that of the latest such statements included in such
          prospectus (and, if such Shelf Registration Statement contemplates an
          underwritten offering pursuant to any prospectus supplement to the
          prospectus included in such Shelf Registration Statement or post-
          effective amendment to such Shelf Registration Statement which
          includes unaudited or audited financial statements as of a date or for
          a period subsequent to that of the latest such statements included in
          such prospectus, dated the date of the closing under the underwriting
          agreement relating thereto), such letter or letters to be in customary
          form and covering such matters of the type customarily covered by
          letters of such type; (D) deliver such documents and certificates,
          including officers' certificates, as may be reasonably requested by
          any Electing Holders of at least 30% in aggregate principal amount of
          the Registrable Securities at the time outstanding or the placement or
          sales agent, if any, therefor and the managing underwriters, if any,
          thereof to evidence the accuracy of the representations and warranties
          made pursuant to clause (A) above or those contained in Section 5(a)
          hereof and the compliance with or satisfaction of any agreements or
          conditions contained in the underwriting agreement or other agreement
          entered into by the Company; and (E) undertake such obligations
          relating to expense reimbursement, indemnification and contribution as
          are provided in Section 6 hereof;

               (xviii) notify in writing each holder of Registrable Securities
          of any proposal by the Company to amend or waive any provision of this
          Exchange and Registration Rights Agreement pursuant to Section 9(h)
          hereof and of any amendment or waiver effected pursuant thereto, each
          of which notices shall contain the text of the amendment or waiver
          proposed or effected, as the case may be;

               (xix)   in the event that any broker-dealer registered under the
          Exchange Act shall underwrite any Registrable Securities or
          participate as a member of an underwriting syndicate or selling group
          or "assist in the distribution" (within the meaning of the Conduct
          Rules (the "Conduct Rules) of the National Association of Securities
          Dealers, Inc. ("NASD") or any successor thereto, as amended from time
          to time) thereof, whether as a holder of such Registrable Securities
          or as an underwriter, a placement or sales agent or a broker or dealer
          in respect thereof, or otherwise, assist such broker-dealer in
          complying with the requirements of such Conduct Rules,

                                       13
<PAGE>

          including by (A) if such Conduct Rules shall so require, engaging a
          "qualified independent underwriter" (as defined in such Conduct Rules)
          to participate in the preparation of the Shelf Registration Statement
          relating to such Registrable Securities, to exercise usual standards
          of due diligence in respect thereto and, if any portion of the
          offering contemplated by such Shelf Registration Statement is an
          underwritten offering or is made through a placement or sales agent,
          to recommend the yield of such Registrable Securities, (B)
          indemnifying any such qualified independent underwriter to the extent
          of the indemnification of underwriters provided in Section 6 hereof
          (or to such other customary extent as may be requested by such
          underwriter), and (C) providing such information to such broker-dealer
          as may be required in order for such broker-dealer to comply with the
          requirements of the Conduct Rules; and

               (xx) comply with all applicable rules and regulations of the
          Commission, and make generally available to its securityholders as
          soon as practicable but in any event not later than eighteen months
          after the effective date of such Shelf Registration Statement, an
          earning statement of the Company and its subsidiaries complying with
          Section 11(a) of the Securities Act (including, at the option of the
          Company, Rule 158 thereunder).

     (e) In the event that the Company would be required, pursuant to Section
  3(d)(viii)(F) above, to notify the Electing Holders, the placement or sales
  agent, if any, therefor and the managing underwriters, if any, thereof, the
  Company shall without unreasonable delay prepare and furnish to each of the
  Electing Holders, to each placement or sales agent, if any, and to each such
  underwriter, if any, a reasonable number of copies of a prospectus
  supplemented or amended so that, as thereafter delivered to purchasers of
  Registrable Securities, such prospectus shall conform in all material respects
  to the applicable requirements of the Securities Act and the Trust Indenture
  Act and the rules and regulations of the Commission thereunder and shall not
  contain an untrue statement of a material fact or omit to state a material
  fact required to be stated therein or necessary to make the statements therein
  not misleading in light of the circumstances then existing. Each Electing
  Holder agrees that upon receipt of any notice from the Company pursuant to
  Section 3(d)(viii)(F) hereof, such Electing Holder shall forthwith discontinue
  the disposition of Registrable Securities pursuant to the Shelf Registration
  Statement applicable to such Registrable Securities until such Electing Holder
  shall have received copies of such amended or supplemented prospectus, and if
  so directed by the Company, such Electing Holder shall deliver to the Company
  (at the Company's expense) all copies, other than permanent file copies, then
  in such Electing Holder's possession of the prospectus covering such
  Registrable Securities at the time of receipt of such notice.

     (f) In the event of a Shelf Registration, in addition to the information
  required to be provided by each Electing Holder in its Notice and
  Questionnaire, the Company may require such Electing Holder to furnish to the
  Company such additional information regarding such Electing Holder and such
  Electing Holder's intended method of distribution of Registrable Securities as
  may be required in order to comply with the Securities Act. Each such Electing
  Holder agrees to notify the Company as promptly as practicable of any
  inaccuracy or change in information previously furnished by such Electing
  Holder to the Company or of the occurrence of any event in either case as a
  result of which any prospectus relating to such Shelf Registration contains or
  would contain an untrue statement of a material fact regarding such Electing
  Holder or such Electing Holder's intended method of disposition of such
  Registrable Securities or omits to state any material fact regarding such
  Electing

                                       14
<PAGE>

  Holder or such Electing Holder's intended method of disposition of such
  Registrable Securities required to be stated therein or necessary to make the
  statements therein not misleading in light of the circumstances then existing,
  and promptly to furnish to the Company any additional information required to
  correct and update any previously furnished information or required so that
  such prospectus shall not contain, with respect to such Electing Holder or the
  disposition of such Registrable Securities, an untrue statement of a material
  fact or omit to state a material fact required to be stated therein or
  necessary to make the statements therein not misleading in light of the
  circumstances then existing.

     (g) Until the expiration of two years after the Closing Date, the Company
  will not, and will not permit any of its "affiliates" (as defined in Rule 144)
  to, resell any of the Securities that have been reacquired by any of them
  except pursuant to an effective registration statement under the Securities
  Act.

     4.  Registration Expenses.

     The Company agrees to bear and to pay or cause to be paid promptly all
expenses incident to the Company's performance of or compliance with this
Exchange and Registration Rights Agreement, including (a) all Commission and any
NASD registration, filing and review fees and expenses including reasonable fees
and disbursements of one counsel for the placement or sales agent or
underwriters in connection with such registration, filing and review, (b) all
fees and expenses in connection with the qualification of the Securities for
offering and sale under the State securities and blue sky laws referred to in
Section 3(d)(xii) hereof and determination of their eligibility for investment
under the laws of such jurisdictions as any managing underwriters or the
Electing Holders may designate in writing to the Company, including any
reasonable fees and disbursements of one counsel for the Electing Holders or
underwriters in connection with such qualification and determination, (c) all
expenses relating to the preparation, printing, production, distribution and
reproduction of each registration statement required to be filed hereunder, each
prospectus included therein or prepared for distribution pursuant hereto, each
amendment or supplement to the foregoing, the expenses of preparing the
Securities for delivery and the expenses of printing or producing any
underwriting agreements, agreements among underwriters, selling agreements and
blue sky or legal investment memoranda and all other documents in connection
with the offering, sale or delivery of Securities to be disposed of (including
certificates representing the Securities), (d) reasonable messenger, telephone
and delivery expenses relating to the offering, sale or delivery of Securities
and the preparation of documents referred in clause (c) above, (e) fees and
expenses of the Trustee under the Indenture, any agent of the Trustee and any
counsel for the Trustee and of any collateral agent or custodian, (f) internal
expenses of the Company (including all salaries and expenses of the Company's
officers and employees performing legal or accounting duties), (g) fees,
disbursements and expenses of counsel and independent certified public
accountants of the Company (including the expenses of any opinions or "cold
comfort" letters required by or incident to such performance and compliance),
(h) fees, disbursements and expenses of any "qualified independent underwriter"
engaged pursuant to Section 3(d)(xix) hereof, (i) reasonable fees, disbursements
and expenses of one counsel for the Electing Holders retained in connection with
a Shelf Registration, as selected by the Electing Holders of at least a majority
in aggregate principal amount of the Registrable Securities held by Electing
Holders (which counsel shall be reasonably satisfactory to the Company), (j) any
fees charged by securities rating services for rating the Securities, and (k)
fees, expenses and disbursements of any other persons, including special
experts, retained by the Company in connection with such registration
(collectively, the "Registration Expenses"). To the extent that any Registration
Expenses are incurred, assumed or paid by any holder of

                                       15
<PAGE>

Registrable Securities or any placement or sales agent therefor or underwriter
thereof, the Company shall reimburse such person for the full amount of the
Registration Expenses so incurred, assumed or paid promptly after receipt of a
request therefor. Notwithstanding the foregoing, the holders of the Registrable
Securities being registered shall pay all agency fees and commissions and
underwriting discounts and commissions attributable to the sale of such
Registrable Securities and the fees and disbursements of any counsel or other
advisors or experts retained by such holders (severally or jointly), other than
the counsel and experts specifically referred to above.

     5.  Representations and Warranties.

         The Company represents and warrants to, and agrees with, each Purchaser
and each of the holders from time to time of Registrable Securities that:

     (a) Each registration statement covering Registrable Securities and each
  prospectus (including any preliminary or summary prospectus) contained therein
  or furnished pursuant to Section 3(d) or Section 3(c) hereof and any further
  amendments or supplements to any such registration statement or prospectus,
  when it becomes effective or is filed with the Commission, as the case may be,
  and, in the case of an underwritten offering of Registrable Securities, at the
  time of the closing under the underwriting agreement relating thereto, will
  conform in all material respects to the requirements of the Securities Act and
  the Trust Indenture Act and the rules and regulations of the Commission
  thereunder and will not contain an untrue statement of a material fact or omit
  to state a material fact required to be stated therein or necessary to make
  the statements therein, and with respect to any prospectus at the time of the
  closing under any applicable underwriting agreement, in light of the
  circumstances then existing, not misleading; and at all times subsequent to
  the applicable Effective Time when a prospectus would be required to be
  delivered under the Securities Act, other than (A) from (i) such time as a
  notice has been given to holders of Registrable Securities pursuant to Section
  3(d)(viii)(F) or Section 3(c)(iii)(F) hereof until (ii) such time as the
  Company furnishes an amended or supplemented prospectus pursuant to Section
  3(e) or Section 3(c)(iv) hereof or (B) during any suspension of offering and
  sale pursuant to Section 2(b)(B) hereof, each such registration statement, and
  each prospectus (including any summary prospectus) contained therein or
  furnished pursuant to Section 3(d) or Section 3(c) hereof, as then amended or
  supplemented, will conform in all material respects to the requirements of the
  Securities Act and the Trust Indenture Act and the rules and regulations of
  the Commission thereunder and will not contain an untrue statement of a
  material fact or omit to state a material fact required to be stated therein
  or necessary to make the statements therein not misleading in the light of the
  circumstances then existing; provided, however, that this representation and
  warranty shall not apply to any statements or omissions made in reliance upon
  and in conformity with information furnished in writing to the Company by a
  holder of Registrable Securities expressly for use therein.

     (b) Any documents incorporated by reference in any prospectus referred to
  in Section 5(a) hereof, when they become or became effective or are or were
  filed with the Commission, as the case may be, will conform or conformed in
  all material respects to the requirements of the Securities Act or the
  Exchange Act, as applicable, and none of such documents will contain or
  contained an untrue statement of a material fact or will omit or omitted to
  state a material fact required to be stated therein or necessary to make the
  statements therein, and with respect to any prospectus at the time of the
  closing under any applicable underwriting agreement, in light of the
  circumstances then existing, not misleading; provided, however, that this
  representation and warranty shall not apply to any

                                       16
<PAGE>

  statements or omissions made in reliance upon and in conformity with
  information furnished in writing to the Company by a holder of Registrable
  Securities expressly for use therein.

     (c) The compliance by the Company with all of the provisions of this
  Exchange and Registration Rights Agreement and the consummation of the
  transactions herein contemplated will not conflict with or result in a breach
  of any of the terms or provisions of, or constitute a default under, any
  indenture, mortgage, deed of trust, loan agreement or other agreement or
  instrument to which the Company or any subsidiary of the Company is a party or
  by which the Company or any subsidiary of the Company is bound or to which any
  of the property or assets of the Company or any subsidiary of the Company is
  subject, except for such conflicts, breaches, violations or defaults which
  would not have, individually or in the aggregate, a material adverse effect on
  the condition (financial or other), business, properties or results of
  operations of the Company and its subsidiaries, taken as a whole, or a
  material adverse effect on the ability of the Company to perform its
  obligations under this Agreement nor will such action result in any violation
  of the provisions of the certificate of incorporation, as amended, or the by-
  laws of the Company or any statute or any order, rule or regulation of any
  court or governmental agency or body having jurisdiction over the Company or
  any subsidiary of the Company or any of their properties; and no consent,
  approval, authorization, order, registration or qualification of or with any
  such court or governmental agency or body is required for the consummation by
  the Company of the transactions contemplated by this Exchange and Registration
  Rights Agreement, except the registration under the Securities Act of the
  Securities, qualification of the Indenture under the Trust Indenture Act and
  such consents, approvals, authorizations, registrations or qualifications as
  may be required under State securities or blue sky laws in connection with the
  offering and distribution of the Securities.

     (d) This Exchange and Registration Rights Agreement has been duly
  authorized, executed and delivered by the Company.

     6.  Indemnification.

     (a) Indemnification by the Company. The Company will indemnify and hold
  harmless each of the holders of Registrable Securities included in an Exchange
  Registration Statement, each of the Electing Holders of Registrable Securities
  included in a Shelf Registration Statement and each person who participates as
  a placement or sales agent or as an underwriter in any offering or sale of
  such Registrable Securities against any losses, claims, damages or
  liabilities, joint or several, to which such holder, agent or underwriter may
  become subject under the Securities Act or otherwise, insofar as such losses,
  claims, damages or liabilities (or actions in respect thereof) arise out of or
  are based upon an untrue statement or alleged untrue statement of a material
  fact contained in any Exchange Registration Statement or Shelf Registration
  Statement, as the case may be, under which such Registrable Securities were
  registered under the Securities Act, or any preliminary, final or summary
  prospectus contained therein or furnished by the Company to any such holder,
  Electing Holder, agent or underwriter, or any amendment or supplement thereto,
  or arise out of or are based upon the omission or alleged omission to state
  therein a material fact required to be stated therein or necessary to make the
  statements therein, and with respect to any prospectus at the time of the
  closing under any applicable underwriting agreement, in light of the
  circumstances then existing, not misleading, and will reimburse such holder,
  such Electing Holder, such agent and such underwriter for any legal or other
  expenses reasonably incurred by them in connection with investigating or
  defending any such action or claim as such expenses are incurred; provided,
  however, that the Company

                                       17
<PAGE>

  shall not be liable to any such person in any such case to the extent that any
  such loss, claim, damage or liability arises out of or is based upon an untrue
  statement or alleged untrue statement or omission or alleged omission made in
  such registration statement, or preliminary, final or summary prospectus, or
  amendment or supplement thereto, in reliance upon and in conformity with
  written information furnished to the Company by such person expressly for use
  therein.

     (b) Indemnification by the Holders and any Agents and Underwriters. The
  Company may require, as a condition to including any Registrable Securities in
  any Shelf Registration Statement filed pursuant to Section 2(b) hereof and to
  entering into any underwriting agreement with respect thereto, that the
  Company shall have received an undertaking reasonably satisfactory to it from
  the Electing Holder of such Registrable Securities and from each underwriter
  named in any such underwriting agreement, severally and not jointly, to (i)
  indemnify and hold harmless the Company, and all other holders of Registrable
  Securities, against any losses, claims, damages or liabilities (or actions in
  respect thereof) to which the Company or such other holders of Registrable
  Securities may become subject, under the Securities Act or otherwise, insofar
  as such losses, claims, damages or liabilities (or actions in respect thereof)
  arise out of or are based upon an untrue statement or alleged untrue statement
  of a material fact contained in such registration statement, or any
  preliminary, final or summary prospectus contained therein or furnished by the
  Company to any such Electing Holder, agent or underwriter, or any amendment or
  supplement thereto, or arise out of or are based upon the omission or alleged
  omission to state therein a material fact required to be stated therein or
  necessary to make the statements therein not misleading, in each case to the
  extent, but only to the extent, that such untrue statement or alleged untrue
  statement or omission or alleged omission was made in reliance upon and in
  conformity with written information furnished to the Company by such Electing
  Holder or underwriter expressly for use therein, and (ii) reimburse the
  Company for any legal or other expenses reasonably incurred by the Company in
  connection with investigating or defending any such action or claim as such
  expenses are incurred; provided, however, that no such Electing Holder shall
  be required to undertake liability to any person under this Section 6(b) for
  any amounts in excess of the dollar amount of the proceeds to be received by
  such Electing Holder from the sale of such Electing Holder's Registrable
  Securities pursuant to such registration.

     (c) Notices of Claims, Etc. Promptly after receipt by an indemnified party
  under subsection (a) or (b) above of written notice of the commencement of any
  action, such indemnified party shall, if a claim in respect thereof is to be
  made against an indemnifying party pursuant to the indemnification provisions
  of or contemplated by this Section 6, notify such indemnifying party in
  writing of the commencement of such action; but the omission so to notify the
  indemnifying party shall not relieve it from any liability which it may have
  to any indemnified party otherwise than under the indemnification provisions
  of or contemplated by Section 6(a) or 6(b) hereof. In case any such action
  shall be brought against any indemnified party and it shall notify an
  indemnifying party of the commencement thereof, such indemnifying party shall
  be entitled to participate therein and, to the extent that it shall wish,
  jointly with any other indemnifying party similarly notified, to assume the
  defense thereof, with counsel reasonably satisfactory to such indemnified
  party (who shall not, except with the consent of the indemnified party, be
  counsel to the indemnifying party), and, after notice from the indemnifying
  party to such indemnified party of its election so to assume the defense
  thereof, such indemnifying party shall not be liable to such indemnified party
  for any legal expenses of other counsel or any other expenses, in each case
  subsequently incurred by such indemnified party, in connection with the
  defense thereof

                                       18
<PAGE>

  other than reasonable costs of investigation. No indemnifying party shall,
  without the written consent of the indemnified party, effect the settlement or
  compromise of, or consent to the entry of any judgment with respect to, any
  pending or threatened action or claim in respect of which indemnification or
  contribution may be sought hereunder (whether or not the indemnified party is
  an actual or potential party to such action or claim) unless such settlement,
  compromise or judgment (i) includes an unconditional release of the
  indemnified party from all liability arising out of such action or claim and
  (ii) does not include a statement as to or an admission of fault, culpability
  or a failure to act by or on behalf of any indemnified party.

     (d) Contribution. If for any reason the indemnification provisions
  contemplated by Section 6(a) or Section 6(b) are unavailable to or
  insufficient to hold harmless an indemnified party in respect of any losses,
  claims, damages or liabilities (or actions in respect thereof) referred to
  therein, then each indemnifying party shall contribute to the amount paid or
  payable by such indemnified party as a result of such losses, claims, damages
  or liabilities (or actions in respect thereof) in such proportion as is
  appropriate to reflect the relative fault of the indemnifying party and the
  indemnified party in connection with the statements or omissions which
  resulted in such losses, claims, damages or liabilities (or actions in respect
  thereof), as well as any other relevant equitable considerations. The relative
  fault of such indemnifying party and indemnified party shall be determined by
  reference to, among other things, whether the untrue or alleged untrue
  statement of a material fact or omission or alleged omission to state a
  material fact relates to information supplied by such indemnifying party or by
  such indemnified party, and the parties' relative intent, knowledge, access to
  information and opportunity to correct or prevent such statement or omission.
  The parties hereto agree that it would not be just and equitable if
  contributions pursuant to this Section 6(d) were determined by pro rata
  allocation (even if the holders or any agents or underwriters or all of them
  were treated as one entity for such purpose) or by any other method of
  allocation which does not take account of the equitable considerations
  referred to in this Section 6(d). The amount paid or payable by an indemnified
  party as a result of the losses, claims, damages, or liabilities (or actions
  in respect thereof) referred to above shall be deemed to include any legal or
  other fees or expenses reasonably incurred by such indemnified party in
  connection with investigating or defending any such action or claim.
  Notwithstanding the provisions of this Section 6(d), no holder shall be
  required to contribute any amount in excess of the amount by which the dollar
  amount of the proceeds received by such holder from the sale of any
  Registrable Securities (after deducting any fees, discounts and commissions
  applicable thereto) exceeds the amount of any damages which such holder has
  otherwise been required to pay by reason of such untrue or alleged untrue
  statement or omission or alleged omission, and no underwriter shall be
  required to contribute any amount in excess of the amount by which the total
  price at which the Registrable Securities underwritten by it and distributed
  to the public were offered to the public exceeds the amount of any damages
  which such underwriter has otherwise been required to pay by reason of such
  untrue or alleged untrue statement or omission or alleged omission. No person
  guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
  the Securities Act) shall be entitled to contribution from any person who was
  not guilty of such fraudulent misrepresentation. The holders' and any
  underwriters' obligations in this Section 6(d) to contribute shall be several
  in proportion to the principal amount of Registrable Securities registered or
  underwritten, as the case may be, by them and not joint.

     (e) The obligations of the Company under this Section 6 shall be in
  addition to any liability which the Company may otherwise have and shall
  extend, upon the same terms and

                                       19
<PAGE>

  conditions, to each officer, director and partner of each holder, agent and
  underwriter and each person, if any, who controls any holder, agent or
  underwriter within the meaning of the Securities Act; and the obligations of
  the holders and any agents or underwriters contemplated by this Section 6
  shall be in addition to any liability which the respective holder, agent or
  underwriter may otherwise have and shall extend, upon the same terms and
  conditions, to each officer and director of the Company and to each person, if
  any, who controls the Company within the meaning of the Securities Act.

     7.  Underwritten Offerings.

     (a) Selection of Underwriters. If any of the Registrable Securities covered
  by the Shelf Registration are to be sold pursuant to an underwritten offering,
  the managing underwriter or underwriters thereof shall be designated by
  Electing Holders holding at least a majority in aggregate principal amount of
  the Registrable Securities to be included in such offering, provided that such
  designated managing underwriter or underwriters is or are reasonably
  acceptable to the Company.

     (b) Participation by Holders. Each holder of Registrable Securities hereby
  agrees with each other such holder that no such holder may participate in any
  underwritten offering hereunder unless such holder (i) agrees to sell such
  holder's Registrable Securities on the basis provided in any underwriting
  arrangements approved by the persons entitled hereunder to approve such
  arrangements and (ii) completes and executes all questionnaires, powers of
  attorney, indemnities, underwriting agreements and other documents reasonably
  required under the terms of such underwriting arrangements.

     8.  Rule 144.

         The Company covenants to the holders of Registrable Securities that to
the extent it shall be required to do so under the Exchange Act, the Company
shall timely file the reports required to be filed by it under the Exchange Act
or the Securities Act (including the reports under Section 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the
Commission under the Securities Act) and the rules and regulations adopted by
the Commission thereunder, and shall take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted
by the Commission. Upon the request of any holder of Registrable Securities in
connection with that holder's sale pursuant to Rule 144, the Company shall
deliver to such holder a written statement as to whether it has complied with
such requirements.

     9.  Miscellaneous.

     (a) No Inconsistent Agreements.  The Company represents, warrants,
  covenants and agrees that it has not granted, and shall not grant,
  registration rights with respect to Registrable Securities or any other
  securities which would be inconsistent with the terms contained in this
  Exchange and Registration Rights Agreement.

     (b) Specific Performance.  The parties hereto acknowledge that there would
  be no adequate remedy at law if the Company fails to perform any of its
  obligations hereunder and that the Purchasers and the holders from time to
  time of the Registrable Securities may be irreparably harmed by any such
  failure, and accordingly agree that the Purchasers and such

                                       20
<PAGE>

  holders, in addition to any other remedy to which they may be entitled at law
  or in equity, shall be entitled to compel specific performance of the
  obligations of the Company under this Exchange and Registration Rights
  Agreement in accordance with the terms and conditions of this Exchange and
  Registration Rights Agreement, in any court of the United States or any State
  thereof having jurisdiction.

     (c) Notices.  All notices, requests, claims, demands, waivers and other
  communications hereunder shall be in writing and shall be deemed to have been
  duly given when delivered by hand, if delivered personally or by courier, or
  three days after being deposited in the mail (registered or certified mail,
  postage prepaid, return receipt requested) as follows: If to the Company, to
  it at 955 Overland Court, San Dimas, California 91773, and if to a holder, to
  the address of such holder set forth in the security register or other records
  of the Company, or to such other address as the Company or any such holder may
  have furnished to the other in writing in accordance herewith, except that
  notices of change of address shall be effective only upon receipt.

     (d) Parties in Interest.  All the terms and provisions of this Exchange and
  Registration Rights Agreement shall be binding upon, shall inure to the
  benefit of and shall be enforceable by the parties hereto and the holders from
  time to time of the Registrable Securities and the respective successors and
  assigns of the parties hereto and such holders. In the event that any
  transferee of any holder of Registrable Securities shall acquire Registrable
  Securities, in any manner, whether by gift, bequest, purchase, operation of
  law or otherwise, such transferee shall, without any further writing or action
  of any kind, be deemed a beneficiary hereof for all purposes and such
  Registrable Securities shall be held subject to all of the terms of this
  Exchange and Registration Rights Agreement, and by taking and holding such
  Registrable Securities such transferee shall be entitled to receive the
  benefits of, and be conclusively deemed to have agreed to be bound by all of
  the applicable terms and provisions of this Exchange and Registration Rights
  Agreement. If the Company shall so request, any such successor, assign or
  transferee shall agree in writing to acquire and hold the Registrable
  Securities subject to all of the applicable terms hereof.

     (e) Survival.  The respective indemnities, agreements, representations,
  warranties and each other provision set forth in this Exchange and
  Registration Rights Agreement or made pursuant hereto shall remain in full
  force and effect regardless of any investigation (or statement as to the
  results thereof) made by or on behalf of any holder of Registrable Securities,
  any director, officer or partner of such holder, any agent or underwriter or
  any director, officer or partner thereof, or any controlling person of any of
  the foregoing, and shall survive delivery of and payment for the Registrable
  Securities pursuant to the Purchase Agreement and the transfer and
  registration of Registrable Securities by such holder and the consummation of
  an Exchange Offer.

     (f) Governing Law.  This Exchange and Registration Rights Agreement shall
  be governed by and construed in accordance with the laws of the State of New
  York.

     (g) Headings.  The descriptive headings of the several Sections and
  paragraphs of this Exchange and Registration Rights Agreement are inserted for
  convenience only, do not constitute a part of this Exchange and Registration
  Rights Agreement and shall not affect in any way the meaning or interpretation
  of this Exchange and Registration Rights Agreement.

     (h) Entire Agreement; Amendments.  This Exchange and Registration Rights
  Agreement and the other writings referred to herein (including the Indenture
  and the form of Securities) or delivered pursuant hereto which form a part
  hereof contain the entire

                                       21
<PAGE>

  understanding of the parties with respect to its subject matter. This Exchange
  and Registration Rights Agreement supersedes all prior agreements and
  understandings between the parties with respect to its subject matter. This
  Exchange and Registration Rights Agreement may be amended and the observance
  of any term of this Exchange and Registration Rights Agreement may be waived
  (either generally or in a particular instance and either retroactively or
  prospectively) only by a written instrument duly executed by the Company and
  the holders of at least a majority in aggregate principal amount of the
  Registrable Securities at the time outstanding. Each holder of any Registrable
  Securities at the time or thereafter outstanding shall be bound by any
  amendment or waiver effected pursuant to this Section 9(h), whether or not any
  notice, writing or marking indicating such amendment or waiver appears on such
  Registrable Securities or is delivered to such holder.

     (i) Inspection.  For so long as this Exchange and Registration Rights
  Agreement shall be in effect, this Exchange and Registration Rights Agreement
  and, upon three days' notice, a complete list of the names and addresses of
  all the holders of Registrable Securities shall be made available for
  inspection and copying on any business day by any holder of Registrable
  Securities for proper purposes only (which shall include any purpose related
  to the rights of the holders of Registrable Securities under the Securities,
  the Indenture and this Agreement) at the offices of the Company at the address
  thereof set forth in Section 9(c) above and at the office of the Trustee under
  the Indenture.

     (j) Counterparts.  This agreement may be executed by the parties in
  counterparts, each of which shall be deemed to be an original, but all such
  respective counterparts shall together constitute one and the same instrument.

     If the foregoing is in accordance with your understanding, please sign and
return to us one for the Company and each of the Representatives plus one for
each counsel counterparts hereof, and upon the acceptance hereof by you, on
behalf of each of the Purchasers, this letter and such acceptance hereof shall
constitute a binding agreement between each of the Purchasers and the Company.
It is understood that your acceptance of this letter on behalf of each of the
Purchasers is pursuant to the authority set forth in a form of Agreement among
Purchasers, the form of which shall be submitted to the Company for examination
upon request, but without warranty on your part as to the authority of the
signers thereof.

                                       22
<PAGE>

                                    Very truly yours,

                                    MISSION ENERGY HOLDING COMPANY

                                    By: /s/ Theodore F. Craver, Jr.
                                       ----------------------------
                                       Name: Theodore F. Craver, Jr.
                                       Title: Chief Executive Officer



Accepted as of the date hereof:
Goldman, Sachs & Co.
Lehman Brothers Inc.


By: /s/ Goldman, Sachs & Co.
   --------------------------
     (Goldman, Sachs & Co.)

                                      S-1
<PAGE>

                                                                       Exhibit A

                        MISSION ENERGY HOLDING COMPANY
                        INSTRUCTION TO DTC PARTICIPANTS
                        -------------------------------
                               (Date of Mailing)
                    URGENT - IMMEDIATE ATTENTION REQUESTED
                        DEADLINE FOR RESPONSE: [DATE]*
                        -----------------------------

The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the Mission Energy Holding Company (the
"Company") 13.5% Senior Secured Notes due 2008 (the "Securities") are held.
The Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof.  In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.
It is important that beneficial owners of the Securities receive a copy of the
------------------------------------------------------------------------------
enclosed materials as soon as possible as their rights to have the Securities
--------------------------------------
included in the registration statement depend upon their returning the Notice
and Questionnaire by [Deadline For Response].  Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you.  If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact Mission Energy
Holding Company, 955 Overland Court, San Dimas 91773 (phone number).

________________________
*Not less than 28 calendar days from date of mailing.

                                      A-1
<PAGE>

                        MISSION ENERGY HOLDING COMPANY
                       Notice of Registration Statement
                                      and
                     Selling Securityholder Questionnaire
                     ------------------------------------
                                    (Date)


Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") between Mission Energy Holding
Company (the "Company") and the Purchasers named therein.  Pursuant to the
Exchange and Registration Rights Agreement, the Company has filed with the
United States Securities and Exchange Commission (the "Commission") a
registration statement on Form [    ] (the "Shelf Registration Statement") for
the registration and resale under Rule 415 of the Securities Act of 1933, as
amended (the "Securities Act"), of the Company's 13.5% Senior Secured Notes due
2008 (the "Securities").  A copy of the Exchange and Registration Rights
Agreement is attached hereto.  All capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Exchange and Registration
Rights Agreement.
Each beneficial owner of Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement.  In order to have Registrable Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire ("Notice and Questionnaire") must be
completed, executed and delivered to the Company's counsel at the address set
forth herein for receipt ON OR BEFORE [Deadline for Response].  Beneficial
owners of Registrable Securities who do not complete, execute and return this
Notice and Questionnaire by such date (i) will not be named as selling
securityholders in the Shelf Registration Statement and (ii) may not use the
Prospectus forming a part thereof for resales of Registrable Securities.
Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus.  Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.
The term "Registrable Securities" is defined in the Exchange and Registration
          ----------------------
Rights Agreement.

                                      A-2
<PAGE>

                                   ELECTION


The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3).  The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.
Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and
as Exhibit B to the Exchange and Registration Rights Agreement.
The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:

                                      A-3
<PAGE>

                                 QUESTIONNAIRE


(1)  (a)  Full Legal Name of Selling Securityholder:
          ______________________________________________________________________

     (b)  Full Legal Name of Registered Holder (if not the same as in (a) above)
          of Registrable Securities Listed in Item (3) below:
          ______________________________________________________________________

     (c)  Full Legal Name of DTC Participant (if applicable and if not the same
          as (b) above) Through Which Registrable Securities Listed in Item (3)
          below are Held:
          ______________________________________________________________________


(2)       Address for Notices to Selling Securityholder:
                         ______________________________
                         ______________________________
                         ______________________________
          Telephone:     ______________________________
          Fax:           ______________________________
          Contact Person:______________________________


(3)       Beneficial Ownership of Securities:

          Except as set forth below in this Item (3), the undersigned does not
          beneficially own any Securities.

     (a)  Principal amount of Registrable Securities beneficially owned:________
          CUSIP No(s). of such Registrable Securities:__________________________

     (b)  Principal amount of Securities other than Registrable Securities
          beneficially owned:___________________________________________________
          CUSIP No(s). of such other Securities:________________________________

     (c)  Principal amount of Registrable Securities which the undersigned
          wishes to be included in the Shelf Registration Statement:____________
          CUSIP No(s). of such Registrable Securities to be included in the
          Shelf Registration Statement:_________________________________________


(4)       Beneficial Ownership of Other Securities of the Company:

          Except as set forth below in this Item (4), the undersigned Selling
          Securityholder is not the beneficial or registered owner of any other
          securities of the Company, other than the Securities listed above in
          Item (3).

          State any exceptions here:



(5)       Relationships with the Company:

                                      A-4
<PAGE>

      Except as set forth below, neither the Selling Securityholder nor any of
      its affiliates, officers, directors or principal equity holders (5% or
      more) has held any position or office or has had any other material
      relationship with the Company (or its predecessors or affiliates) during
      the past three years.

      State any exceptions here:



(6)   Plan of Distribution:

      Except as set forth below, the undersigned Selling Securityholder intends
      to distribute the Registrable Securities listed above in Item (3) only as
      follows (if at all):  Such Registrable Securities may be sold from time to
      time directly by the undersigned Selling Securityholder or, alternatively,
      through underwriters, broker-dealers or agents. Such Registrable
      Securities may be sold in one or more transactions at fixed prices, at
      prevailing market prices at the time of sale, at varying prices determined
      at the time of sale, or at negotiated prices.  Such sales may be effected
      in transactions (which may involve crosses or block transactions) (i) on
      any national securities exchange or quotation service on which the
      Registered Securities may be listed or quoted at the time of sale, (ii) in
      the over-the-counter market, (iii) in transactions otherwise than on such
      exchanges or services or in the over-the-counter market, or (iv) through
      the writing of options.  In connection with sales of the Registrable
      Securities or otherwise, the Selling Securityholder may enter into hedging
      transactions with broker-dealers, which may in turn engage in short sales
      of the Registrable Securities in the course of hedging the positions they
      assume.  The Selling Securityholder may also sell Registrable Securities
      short and deliver Registrable Securities to close out such short
      positions, or loan or pledge Registrable Securities to broker-dealers that
      in turn may sell such securities.

      State any exceptions here:



By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus.  The Selling Securityholder understands that such
information will be relied upon by the Company in connection with the
preparation of the Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly

                                      A-5
<PAGE>

notify the Company of any inaccuracies or changes in the information provided
herein which may occur subsequent to the date hereof at any time while the Shelf
Registration Statement remains in effect. All notices hereunder and pursuant to
the Exchange and Registration Rights Agreement shall be made in writing, by
hand-delivery, first-class mail, or air courier guaranteeing overnight delivery
as follows:

      (i)  To the Company:


                         Mission Energy Holding Company
                         955 Overland Court
                         San Dimas, California  91773
                         Attn:  General Counsel


      (ii) With a copy to:

                         Latham & Watkins
                         635 W. 5th Street
                         Los Angeles, CA  90071
                         Attn:  Gary Kashar, Esq.


Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above).  This
Agreement shall be governed in all respects by the laws of the State of New
York.

                                      A-6
<PAGE>

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.
Dated:________________________



          ____________________________________________________________________
          Selling Securityholder
          (Print/type full legal name of beneficial owner of Registrable
           Securities)

          By:_________________________________________________________________
          Name:
          Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

                         Latham & Watkins
                         635 W. 5th Street
                         Los Angeles, CA  90071
                         Attn:  Gary Ka
                         shar, Esq.

                                      A-7
<PAGE>

                                                                       Exhibit B

             NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT


Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE  19890

Attention:  Trust Officer

     Re:  Mission Energy Holding Company (the "Company")
            % Senior Secured Notes due 2008

Dear Sirs:
Please be advised that ______________ has transferred $_______________ aggregate
principal amount of the above-referenced Notes pursuant to an effective
Registration Statement on Form [______] (File No. 333-_________) filed by the
Company.
We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated [date] or in supplements thereto, and that the aggregate principal amount
of the Notes transferred are the Notes listed in such Prospectus opposite such
owner's name.
Dated:
                              Very truly yours,
                                    __________________________
                                    (Name)
                              By:   __________________________
                                    (Authorized Signature)

                                      B-1