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                                                                    Exhibit 4(A)

                              NEVADA POWER COMPANY

                              OFFICER'S CERTIFICATE

                                January 18, 2006

     I, the undersigned officer of Nevada Power Company (the "Company"), do
hereby certify that I am an Authorized Officer of the Company as such term is
defined in the Indenture (as defined herein). I am delivering this certificate
pursuant to the authority granted in the Board Resolutions of the Company dated
November 3, 2005, and Sections 1.04, 2.01, 3.01, 4.01(a) and 4.03(b)(i) of the
General and Refunding Mortgage Indenture dated as of May 1, 2001, as heretofore
amended and supplemented to the date hereof (as heretofore amended and
supplemented, the "Indenture"), between the Company and The Bank of New York, as
Trustee (the "Trustee"). Section 1(u)(ix) of this Officer's Certificate sets
forth definitions of capitalized terms used herein. Terms used herein and not
otherwise defined herein shall have the meanings assigned to them in the
Indenture. Based upon the foregoing, I hereby certify on behalf of the Company
as follows:

     1. The terms and conditions of the Securities described in this Officer's
Certificate are as follows (the lettered subdivisions set forth in this Section
1 corresponding to the lettered subdivisions of Section 3.01 of the Indenture):

     (a) The Securities of the thirteenth series to be issued under the
     Indenture shall be designated "5.95% General and Refunding Mortgage Notes,
     Series M, due 2016" (the "Series M Notes").

     (b) There shall be no limit upon the aggregate principal amount of the
     Series M Notes that may be authenticated and delivered under the Indenture.
     The Series M Notes shall be initially authenticated and delivered in the
     aggregate principal amount of $210,000,000.

     (c) Interest on the Series M Notes shall be payable to the Persons in whose
     names such Securities are registered at the close of business on the
     Regular Record Date for such interest, except as otherwise expressly
     provided in the form of such Securities attached hereto as Exhibit A.

     (d) The Series M Notes shall mature and the principal thereof shall be due
     and payable together with all accrued and unpaid interest thereon on March
     15, 2016.

     (e) The Series M Notes shall bear interest as provided in the form of such
     Securities attached hereto as Exhibit A.

     (f) If a Holder of Series M Notes has given wire transfer instructions to
     the Company prior to the fifth day preceding the related record date (or,
     in the case of principal or premium, the fifth day preceding the date such
     principal or premium is due), the

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     Company shall pay all principal, interest and premium and Liquidated
     Damages (as such term is defined herein), if any, on that Holder's Series M
     Notes in accordance with such instructions. The Corporate Trust Office of
     The Bank of New York in New York, New York shall be the place at which (i)
     the principal, interest and premium and Liquidated Damages, if any, on the
     Series M Notes shall be payable (other than payments made in accordance
     with the first sentence of this paragraph (f)), (ii) registration of
     transfer of the Series M Notes may be effected, (iii) exchanges of the
     Series M Notes may be effected and (iv) notices and demands to or upon the
     Company in respect of the Series M Notes and the Indenture may be served;
     and The Bank of New York shall be the Security Registrar for the Series M
     Notes; provided, however, that the Company reserves the right to change, by
     one or more Officer's Certificates, any such place or the Security
     Registrar; and provided, further, that the Company reserves the right to
     designate, by one or more Officer's Certificates, its principal office in
     Las Vegas, Nevada as any such place or itself or any of its Subsidiaries as
     the Security Registrar; provided, however, that there shall be only a
     single Security Registrar for the Series M Notes.

     (g) Optional Redemption.

          (i) Optional Redemption. The Company may redeem the Series M Notes at
     any time, either in whole or in part at a redemption price equal to the
     greater of (1) 100% of the principal amount of the Series M Notes being
     redeemed and (2) the sum of the present values of the remaining scheduled
     payments of principal and interest on the Series M Notes being redeemed
     (excluding the portion of any such interest accrued to the date of
     redemption) discounted (for purposes of determining present value) to the
     redemption date on a semi-annual basis (assuming a 360-day year consisting
     of twelve 30-day months) at the Treasury Rate (as defined below) plus 30
     basis points, plus, in each case, accrued interest thereon to the date of
     redemption.

               "Comparable Treasury Issue" means the United States Treasury
          security selected by an Independent Investment Banker as having a
          maturity comparable to the remaining term of the Series M Notes that
          would be utilized, at the time of selection and in accordance with
          customary financial practice, in pricing new issues of corporate debt
          securities of comparable maturity to the remaining term of the Series
          M Notes.

               "Comparable Treasury Price" means, with respect to any redemption
          date, (1) the average of the bid and asked prices for the Comparable
          Treasury Issue (expressed in each case as a percentage of its
          principal amount) on the third business day preceding such redemption
          date, as set forth in the daily statistical release (or any successor
          release) published by the Federal Reserve Bank of New York and
          designated "Composite 3:30 p.m. Quotations for U.S. Government
          Securities" or (2) if such release (or any successor release) is not
          published or does not contain such prices on such third business day,
          the Reference Treasury Dealer Quotation for such redemption date.


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               "Independent Investment Banker" means one of the Reference
          Treasury Dealers appointed by the Company.

               "Reference Treasury Dealer" means a primary U.S. Government
          Securities Dealer selected by the Company.

               "Reference Treasury Dealer Quotation" means, with respect to the
          Reference Treasury Dealer and any redemption date, the average, as
          determined by the Independent Investment Banker, of the bid and asked
          prices for the Comparable Treasury Issue (expressed in each case as a
          percentage of its principal amount) quoted in writing to the
          Independent Investment Banker by such Reference Treasury Dealer at or
          before 5:00 p.m., New York City time, on the third business day
          preceding such redemption date.

               "Treasury Rate" means, with respect to any redemption date, the
          rate per year equal to the semi-annual equivalent yield to maturity of
          the Comparable Treasury Issue, assuming a price for the Comparable
          Treasury Issue (expressed as a percentage of its principal amount)
          equal to the Comparable Treasury Price for such redemption date.

          (ii) Notice of Redemption. Notices of redemption shall be mailed by
     first class mail at least 30 but not more than 60 days before the
     Redemption Date to each Holder of Series M Notes to be redeemed at its
     registered address, except that redemption notices may be mailed more than
     60 days prior to a Redemption Date if the notice is issued in connection
     with a defeasance of the Series M Notes or a satisfaction and discharge of
     the Series M Notes under the Indenture. Notices of redemption may not be
     conditional.

          (iii) Selection of Series M Notes to be Redeemed. In accordance with
     Section 5.03 of the Indenture, the following method is provided for the
     selection of Series M Notes to be redeemed and these procedures shall be
     followed by the Security Registrar in the event of a redemption of the
     Series M Notes pursuant to the provisions of this Officer's Certificate. If
     less than all of the Series M Notes are to be redeemed at any time, the
     Security Registrar shall select Series M Notes for redemption as follows:

          (A)  if the Series M Notes are listed on any national securities
               exchange, in compliance with the requirements of the principal
               national securities exchange on which the Series M Notes are
               listed; or

          (B)  if the Series M Notes are not listed on any national securities
               exchange, on a pro rata basis, by lot or by such method as the
               Trustee deems fair and appropriate.

          No Series M Notes of $1,000 principal amount or less can be redeemed
          in part.


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     (h)  Mandatory Redemption/Redemption at Option of Holders/Offers to
          Purchase.

          (i)  Mandatory Redemption.

          (A) Except as provided in Section 1(h)(i)(B) below or Section 1(h)(ii)
     below, the Company is not required to make mandatory redemption or sinking
     fund payments with respect to the Series M Notes.

          (B) Upon the occurrence of the events described below in clauses (1)
     or (2) of this Section 1(h)(i)(B), the Company shall be required to redeem
     the Series M Notes immediately, at a Redemption Price equal to 100% of the
     aggregate principal amount of the Series M Notes plus accrued and unpaid
     interest and Liquidated Damages, if any, on the Series M Notes to the date
     of redemption, without further action or notice on the part of the Trustee
     or the Holders of the Series M Notes:

          (1)  the Company or any of its Subsidiaries that is a Significant
               Subsidiary or any group of Subsidiaries that, taken together,
               would constitute a Significant Subsidiary pursuant to or within
               the meaning of Bankruptcy Law:

               (I)  commences a voluntary case,

               (II) consents to the entry of an order for relief against it in
                    an involuntary case,

               (III) consents to the appointment of a custodian of it or for all
                    or substantially all of its property,

               (IV) makes a general assignment for the benefit of its creditors,
                    or

               (V)  admits in writing of its inability to pay its debts
                    generally as they become due; or

          (2)  a court of competent jurisdiction enters an order or decree under
               any Bankruptcy Law that:

               (I)  is for relief against the Company or any of its Subsidiaries
                    that is a Significant Subsidiary or any group of
                    Subsidiaries that, taken as a whole, would constitute a
                    Significant Subsidiary in an involuntary case;

               (II) appoints a custodian of the Company or any of its
                    Subsidiaries that is a Significant Subsidiary or any group
                    of Subsidiaries that, taken as a whole, would constitute a
                    Significant Subsidiary or for all or substantially all of
                    the property of the Company or any of its Subsidiaries that
                    is a Significant Subsidiary or any group of


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                    Subsidiaries that, taken as a whole, would constitute a
                    Significant Subsidiary; or

               (III) orders the liquidation of the Company or any of its
                    Subsidiaries that is a Significant Subsidiary or any group
                    of Restricted Subsidiaries that, taken as a whole, would
                    constitute a Significant Subsidiary;

               and the order or decree remains unstayed and in effect for 60
               consecutive days.

          (ii) Redemption at the Option of the Holders.

          (A) Upon the occurrence of any of the following events (each a
     "Triggering Event"):

          (1)  failure for 30 days to pay when due interest on, or Liquidated
               Damages with respect to, the Series M Notes;

          (2)  failure to pay when due the principal of, or premium, if any, on
               the Series M Notes;

          (3)  failure by the Company or any of its Restricted Subsidiaries to
               comply with the provisions described in Sections 1(u)(ii) of this
               Officer's Certificate (under the heading "Certain Covenants and
               Definitions--Merger, Consolidation or Sale of Assets");

          (4)  failure by the Company or any of its Restricted Subsidiaries for
               30 days after notice to comply with the provisions described in
               Section 1(h)(iii) of this Officer's Certificate (under the
               heading "Offer to Purchase Upon Change of Control");

          (5)  failure by the Company or any of its Restricted Subsidiaries for
               60 days after notice to comply with any of the other agreements
               in this Officer's Certificate or the Series M Notes;

          (6)  default under any mortgage, indenture or instrument under which
               there may be issued or by which there may be secured or evidenced
               any Indebtedness for money borrowed by the Company or any of its
               Restricted Subsidiaries (or the payment of which is guaranteed by
               the Company or any of its Restricted Subsidiaries) whether such
               Indebtedness or guarantee now exists, or is created after the
               original issue date of the Series M Notes, if that default:

               (I)  is caused by a failure to pay principal of, or interest or
                    premium, if any, on such Indebtedness prior to the
                    expiration of the grace


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                    period provided in such Indebtedness on the date of such
                    default (a "Payment Default"); or

               (II) results in the acceleration of such Indebtedness prior to
                    its express maturity,

               and, in each case, the principal amount of any such Indebtedness,
               together with the principal amount of any other such Indebtedness
               under which there has been a Payment Default or the maturity of
               which has been so accelerated, aggregates $15.0 million or more;

          (7)  failure by the Company or any of its Subsidiaries to pay final
               judgments aggregating in excess of $15.0 million, which judgments
               are not paid, discharged or stayed for a period of 60 days; or


          (8)  an event of default under the First Mortgage Indenture (other
               than any such matured event of default which (i) is of similar
               kind or character to the Triggering Event described in (3) or (5)
               above and (ii) has not resulted in the acceleration of the
               securities outstanding under the First Mortgage Indenture);
               provided, however, that, anything in this Officer's Certificate
               to the contrary notwithstanding, the waiver or cure of such event
               of default under the First Mortgage Indenture and the rescission
               and annulment of the consequences thereof under the First
               Mortgage Indenture shall constitute a cure of the corresponding
               Triggering Event and a rescission and annulment of the
               consequences thereof,

     the Holders of Series M Notes of at least 25% in principal amount of the
     Series M Notes then Outstanding may deliver a notice to the Company
     requiring the Company to redeem the Series M Notes immediately at a
     Redemption Price equal to 100% of the aggregate principal amount of the
     Series M Notes plus accrued and unpaid interest and Liquidated Damages, if
     any, on the Series M Notes to the Redemption Date.

          (B) The Holders of a majority in aggregate principal amount of the
     Series M Notes then outstanding by notice to the Company and the Trustee
     may on behalf of the Holders of all of the Series M Notes waive any
     existing Triggering Event and its consequences except a continuing
     Triggering Event related to the payment of interest or Liquidated Damages
     on, or the principal of, the Series M Notes.

          (C) In the case of any Triggering Event by reason of any willful
     action or inaction taken or not taken by or on behalf of the Company with
     the intention of avoiding payment of the premium that the Company would
     have had to pay if the Company then had elected to redeem the Series M
     Notes pursuant to the provisions of Section 1(g)(i), an equivalent premium
     equal to the premium payable under Section 1(g)(i) shall also become and be
     immediately due and payable to the extent permitted by law upon the
     redemption of the Series M Notes at the option of the Holders thereof.


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          (D) Upon becoming aware of any Triggering Event, the Company shall
     deliver to the Trustee a statement specifying such Triggering Event.

          (iii) Offer to Purchase Upon Change of Control.

          (A) Upon the occurrence of a Change of Control, each Holder of Series
     M Notes shall have the right to require the Company to repurchase all or
     any part (equal to $1,000 or an integral multiple of $1,000) of that
     Holder's Series M Notes pursuant to the offer described below (the "Change
     of Control Offer") on the terms set forth in this Officer's Certificate. In
     the Change of Control Offer, the Company shall offer an amount in cash (the
     "Change of Control Payment") equal to 101% of the aggregate principal
     amount of Series M Notes repurchased plus accrued and unpaid interest and
     Liquidated Damages, if any, on the Series M Notes repurchased, to Change of
     Control Payment Date (as defined below).

          (B) Within ten days following any Change of Control, the Company shall
     mail a notice to each Holder of Series M Notes stating:

          (1)  the description of the transaction or transactions that
               constitute the Change of Control, that the Change of Control
               Offer is being made pursuant to this Section 1(h)(iii), and that
               all Series M Notes validly tendered and not withdrawn shall be
               accepted for payment;

          (2)  the purchase price and the purchase date, which shall be no
               earlier than 30 days and no later than 60 days from the date such
               notice is mailed (the "Change of Control Payment Date");

          (3)  that any Series M Note not tendered or accepted for payment shall
               continue to accrue interest and Liquidated Damages, if any;

          (4)  that, unless the Company defaults in the payment of the Change of
               Control Payment, all Series M Notes accepted for payment pursuant
               to the Change of Control Offer shall cease to accrue interest and
               Liquidated Damages, if any, after the Change of Control Payment
               Date;

          (5)  that Holders of Series M Notes electing to have any Series M
               Notes purchased pursuant to a Change of Control Offer shall be
               required to surrender the Series M Notes properly endorsed, with
               the form entitled "Option of Holder to Elect Purchase" on the
               reverse of the Series M Notes properly completed, together with
               other customary documents as the Company may reasonably request,
               to the Paying Agent at the address specified in the notice prior
               to the close of business on the third Business Day preceding the
               Change of Control Payment Date;

          (6)  that Holders of Series M Notes shall be entitled to withdraw
               their election if the Paying Agent receives, not later than the
               close of business on the


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               second Business Day preceding the Change of Control Payment Date,
               a telegram, telex, facsimile transmission or letter setting forth
               the name of the Holder, the principal amount of Series M Notes
               delivered for purchase, and a statement that such Holder of
               Series M Notes is withdrawing its election to have the Series M
               Notes purchased; and

          (7)  that Holders of Series M Notes whose Series M Notes are being
               purchased only in part shall be issued new Series M Notes equal
               in principal amount to the unpurchased portion of the Series M
               Notes surrendered, which unpurchased portion must be equal to
               $1,000 in principal amount or an integral multiple thereof.

          (C) If any of the Series M Notes subject to a Change of Control Offer
     are in the form of a Global Note, then the Company shall modify such notice
     to the extent necessary to accord with the Applicable Procedures of the
     Depositary applicable to offers to purchase.

          (D) On the Change of Control Payment Date, the Company shall, to the
     extent lawful, (1) accept for payment all Series M Notes or portions
     thereof properly tendered pursuant to the Change of Control Offer, (2)
     deposit with the Paying Agent in immediately available funds an amount
     equal to the Change of Control Payment in respect of all Series M Notes or
     portions thereof so tendered and (3) deliver or cause to be delivered to
     the Trustee the Series M Notes so accepted together with an Officer's
     Certificate stating the aggregate principal amount of Series M Notes or
     portions thereof being purchased by the Company. The Paying Agent shall
     promptly mail to each Holder of Series M Notes so tendered the Change of
     Control Payment for such Series M Notes, and the Trustee shall promptly
     authenticate and make available for delivery to each Holder of Series M
     Notes a new Series M Note equal in principal amount to any unpurchased
     portion of the Series M Notes surrendered, if any; provided that each such
     new Series M Note shall be in a principal amount of $1,000 or an integral
     multiple thereof. Any Series M Note not so accepted shall be promptly
     mailed or delivered by the Company to the Holder thereof. The Company shall
     publicly announce the results of the Change of Control Offer on or as soon
     as practicable after the Change of Control Payment Date.

          (E) The Change of Control provisions described above that require the
     Company to make a Change of Control Offer following a Change of Control
     shall be applicable whether or not any other provisions of this Officer's
     Certificate are applicable.

          (F) The Company shall not be required to make a Change of Control
     Offer upon a Change of Control if a third party makes the Change of Control
     Offer in the manner, at the times and otherwise in compliance with the
     requirements set forth herein applicable to a Change of Control Offer made
     by the Company and purchases all Series M Notes validly tendered and not
     withdrawn under such Change of Control Offer.

          (iv) Offers to Purchase - General.


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          (A) If the Change of Control Payment Date is on or after a Regular
     Record Date and on or before the related Interest Payment Date, any accrued
     and unpaid interest and Liquidated Damages, if any, shall be paid to the
     Person in whose name a Series M Note is registered at the close of business
     on such Regular Record Date, and no additional interest or Liquidated
     Damages shall be payable to Holders of Series M Notes who tender Series M
     Notes pursuant to the Change of Control Offer.

          (B) The Company shall comply with the requirements of Rule 14e-1 under
     the Exchange Act and any other securities laws and regulations thereunder
     to the extent those laws and regulations are applicable in connection with
     a Change of Control Offer. To the extent that the provisions of any
     securities laws or regulations conflict with the Change of Control Offer
     provisions of this Officer's Certificate, the Company shall comply with the
     applicable securities laws and regulations and shall not be deemed to have
     breached its obligations under the Change of Control Offer provisions of
     this Officer's Certificate by virtue of such conflict.

     (i) The Series M Notes are issuable only in denominations of $1,000 and
     integral multiples of $1,000 in excess thereof.

     (j)  Not applicable.

     (k)  Not applicable.

     (l)  Not applicable.

     (m)  See subsection (e) above.

     (n)  Not applicable.

     (o)  Not applicable.

     (p)  Not applicable.

     (q)  Book-entry; Delivery and Form.

          (i)  Form and Dating.

          The Series M Notes and the Trustee's certificate of authentication
     shall be substantially in the form of Exhibit A hereto. The Series M Notes
     may have notations, legends or endorsements required by law, stock exchange
     rule or usage. Each Series M Note shall be dated the date of its
     authentication. The Series M Notes shall be in denominations of $1,000 and
     integral multiples thereof.

          The terms and provisions contained in the Series M Notes shall
     constitute, and are hereby expressly made, a part of this Officer's
     Certificate, and the Company, by its execution and delivery of this
     Officer's Certificate, expressly agrees to such terms and


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     provisions and to be bound thereby. However, to the extent any provision of
     any Series M Note conflicts with the express provisions of this Officer's
     Certificate or the Indenture, the provisions of this Officer's Certificate
     or the Indenture, as applicable, shall govern and be controlling.

          Series M Notes issued in global form shall be substantially in the
     form of Exhibit A attached hereto (including the Global Note Legend and the
     "Schedule of Exchanges in the Global Note" attached thereto). Series M
     Notes issued in definitive form shall be substantially in the form of
     Exhibit A attached hereto (but without the Global Note Legend and without
     the "Schedule of Exchanges of Interests in the Global Note" attached
     thereto). Each Global Note shall represent such aggregate principal amount
     of the outstanding Series M Notes as shall be specified therein and each
     shall provide that it shall represent the aggregate principal amount of
     outstanding Series M Notes from time to time endorsed thereon and that the
     aggregate principal amount of outstanding Series M Notes represented
     thereby may from time to time be reduced or increased, as appropriate, to
     reflect exchanges and redemptions. Any endorsement of a Global Note to
     reflect the amount of any increase or decrease in the aggregate principal
     amount of outstanding Series M Notes represented thereby shall be made by
     the Trustee, the Depositary or the Note Custodian, at the direction of the
     Trustee, in accordance with instructions given by the Holder thereof as
     required by Section 1(q)(v) of this Officer's Certificate.

          The provisions of the "Operating Procedures of the Euroclear System"
     and "Terms and Conditions Governing Use of Euroclear" and the "General
     Terms and Conditions of Clearstream Bank" and "Customer Handbook" of
     Clearstream shall be applicable to transfers of beneficial interests in the
     Regulation S Global Notes that are held by members of, or Participants, in
     DTC through Euroclear or Clearstream.

          (ii) Authentication.

          The Trustee or an Authenticating Agent shall authenticate by delivery
     and execution of a Trustee's Certificate of Authentication in the form set
     forth in Section 2.02 of the Indenture (A) the Series M Notes for original
     issue on the Issue Date in the aggregate principal amount of $210,000,000
     (the "Original Notes"), (B) additional Series M Notes for original issue
     from time to time after the Issue Date in such principal amounts as may be
     set forth in a Company Order (such additional Series M Notes, together with
     the Original Notes, the "Initial Notes") and (C) any Exchange Notes from
     time to time for issue only in exchange for a like principal amount of
     Initial Notes, in each case, upon a Company Order, which Company Order
     shall specify (x) the amount of Series M Notes to be authenticated and the
     date of original issue thereof, (y) whether the Series M Notes are Initial
     Notes or Exchange Notes and (z) the amount of Series M Notes to be issued
     in global form or definitive form. The aggregate principal amount of Series
     M Notes outstanding at any time may not exceed $210,000,000 plus such
     additional principal amounts as may be issued and authenticated pursuant to
     clause (B) of this paragraph, except as provided in Section 1(q)(vi) of
     this Officer's Certificate.


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          (iii) Security Registrar, Paying Agent and Depositary.

          The Company initially appoints the Trustee to act as the Security
     Registrar and Paying Agent for the Series M Notes. Upon the occurrence of
     an event set forth under Sections 1(h)(i)(B)(1) or 1(h)(i)(B)(2) herein or
     an Event of Default set forth in Sections 10.01(d) or 10.01(e) of the
     Indenture, the Trustee shall serve as Paying Agent for the Series M Notes.
     The Company shall maintain a Place of Payment for the Series M Notes within
     the City and State of New York pursuant to Section 6.02 of the Indenture.

          The Company initially appoints The Depository Trust Company ("DTC") to
     act as Depositary with respect to the Global Notes. The Trustee has been
     appointed by DTC to act as Note Custodian with respect to the Global Notes.

          (iv) Liquidated Damages, if any, to be Held in Trust.

          Payments of Liquidated Damages, if any, shall be subject to the
     provisions of Section 6.03 of the Indenture to the same extent as any
     payments of principal of or premium or interest on the Series M Notes.

          (v)  Transfer and Exchange.

          (A) Transfer and Exchange of Global Notes. A Global Note may not be
     transferred as a whole except by the Depositary to a nominee of the
     Depositary, by a nominee of the Depositary to the Depositary or to another
     nominee of the Depositary, or by the Depositary or any such nominee to a
     successor Depositary or a nominee of such successor Depositary. All Global
     Notes shall be exchanged by the Company for Definitive Notes if:

          (1)  the Company delivers to the Trustee notice from the Depositary
               that it is unwilling or unable to continue to act as Depositary
               for the Global Notes or that it is no longer a clearing agency
               registered under the Exchange Act and, in either case, a
               successor Depositary is not appointed by the Company within 90
               days after the date of such notice from the Depositary or

          (2)  the Company in its sole discretion notifies the Trustee in
               writing that it elects to cause issuance of the Series M Notes in
               certificated form; or

          (3)  there has occurred and is continuing a Default or Event of
               Default with respect to the Series M Notes.

          Upon the occurrence of either of the preceding events in (1), (2) or
          (3) above, Definitive Notes shall be issued in such names as the
          Depositary shall instruct the Trustee. Global Notes also may be
          exchanged or replaced, in whole or in part, as provided in Sections
          3.06 and 3.09 of the Indenture. Every Series M Note authenticated and
          delivered in exchange for, or in lieu of, a Global Note or any


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          portion thereof, pursuant to Sections 3.06 and 3.09 of the Indenture,
          shall be authenticated and delivered in the form of, and shall be, a
          Global Note. A Global Note may not be exchanged for another Series M
          Note other than as provided in this Section 1(q)(v)(A), however,
          beneficial interests in a Global Note may be transferred and exchanged
          as provided in Section 1(q)(v)(B), (C) or (F) of this Officer's
          Certificate.

          (B) Transfer and Exchange of Beneficial Interests in the Global Notes.
     The transfer and exchange of beneficial interests in the Global Notes shall
     be effected through the Depositary, in accordance with the provisions of
     this Officer's Certificate and the Applicable Procedures. Beneficial
     interests in the Restricted Global Notes shall be subject to restrictions
     on transfer comparable to those set forth herein to the extent required by
     the Securities Act. Transfers of beneficial interests in the Global Notes
     also shall require compliance with either subparagraph (1) or (2) below, as
     applicable, as well as one or more of the other following subparagraphs as
     applicable:

               (1) Transfer of Beneficial Interests in the Same Global Note.
          Beneficial interests in any Restricted Global Note may be transferred
          to Persons who take delivery thereof in the form of a beneficial
          interest in the same Restricted Global Note in accordance with the
          transfer restrictions set forth in the Private Placement Legend;
          provided, however, that prior to the expiration of the Restricted
          Period transfers of beneficial interests in the Regulation S Global
          Note by a Distributor may not be made to a U.S. Person or for the
          account or benefit of a U.S. Person (other than an Initial Purchaser).
          Beneficial interests in any Unrestricted Global Note may be
          transferred only to Persons who take delivery thereof in the form of a
          beneficial interest in an Unrestricted Global Note. No written orders
          or instructions shall be required to be delivered to the Security
          Registrar to effect the transfers described in this Section
          1(q)(v)(B)(1).

               (2) All Other Transfers and Exchanges of Beneficial Interests in
          Global Notes. In connection with all transfers and exchanges of
          beneficial interests (other than a transfer of a beneficial interest
          in a Global Note to a Person who takes delivery thereof in the form of
          a beneficial interest in the same Global Note), the transferor of such
          beneficial interest must deliver to the Security Registrar either:

                    (a) both (i) a written order from a Participant or an
               Indirect Participant given to the Depositary in accordance with
               the Applicable Procedures directing the Depositary to credit or
               cause to be credited a beneficial interest in another Global Note
               in an amount equal to the beneficial interest to be transferred
               or exchanged and (ii) instructions given in accordance with the
               Applicable Procedures containing information regarding the
               Participant account to be credited with such increase or


                                       12

<PAGE>

                    (b) both (i) a written order from a Participant or an
               Indirect Participant given to the Depositary in accordance with
               the Applicable Procedures directing the Depositary to cause to be
               issued a Definitive Note in an amount equal to the beneficial
               interest to be transferred or exchanged and (ii) instructions
               given by the Depositary to the Security Registrar containing
               information regarding the Person in whose name such Definitive
               Note shall be registered to effect the transfer or exchange
               referred to in (i) above.

          Upon an Exchange Offer by the Company in accordance with Section
          1(q)(v)(F) of this Officer's Certificate, the requirements of this
          Section 1(q)(v)(B)(2) shall be deemed to have been satisfied upon
          receipt by the Security Registrar of the instructions contained in the
          Letter of Transmittal delivered by the Holder of such beneficial
          interests in the Restricted Global Notes. Upon notification from the
          Security Registrar that all of the requirements for transfer or
          exchange of beneficial interests in Global Notes contained in this
          Officer's Certificate, the Series M Notes and otherwise applicable
          under the Securities Act have been satisfied, the Trustee shall adjust
          the principal amount of the relevant Global Notes pursuant to Section
          1(q)(v)(H) of this Officer's Certificate.

               (3) Transfer of Beneficial Interests to Another Restricted Global
          Note. A beneficial interest in any Restricted Global Note may be
          transferred to a Person who takes delivery thereof in the form of a
          beneficial interest in another Restricted Global Note if the transfer
          complies with the requirements of clause (2) above and the Security
          Registrar receives the following:

                    (a) if the transferee shall take delivery in the form of a
               beneficial interest in the Rule 144A Global Note, then the
               transferor must deliver a certificate in the form of Exhibit B
               hereto, including the certifications in Item (1) thereof; or

                    (b) if the transferee shall take delivery in the form of a
               beneficial interest in the Regulation S Global Note, then the
               transferor must deliver a certificate in the form of Exhibit B
               hereto, including the certifications in Item (2) thereof.

               (4) Transfer and Exchange of Beneficial Interests in a Restricted
          Global Note for Beneficial Interests in the Unrestricted Global Note.
          A beneficial interest in any Restricted Global Note may be exchanged
          by any holder thereof for a beneficial interest in an Unrestricted
          Global Note or transferred to a Person who takes delivery thereof in
          the form of a beneficial interest in an Unrestricted Global Note if
          the exchange or transfer complies with the requirements of clause (2)
          above and:

                    (a) such exchange or transfer is effected pursuant to an
               Exchange Offer in accordance with the Registration Rights
               Agreement and the


                                       13

<PAGE>

               holder of the beneficial interest to be transferred, in the case
               of an exchange, or the transferee, in the case of a transfer, is
               not (i) a broker-dealer, (ii) a Person participating in the
               distribution of the Exchange Notes or (iii) a Person who is an
               affiliate (as defined in Rule 144) of the Company;

                    (b) any such transfer is effected pursuant to a Shelf
               Registration Statement in accordance with the Registration Rights
               Agreement;

                    (c) any such transfer is effected by a Broker-Dealer
               pursuant to an Exchange Offer Registration Statement in
               accordance with the Registration Rights Agreement; or

                    (d) the Security Registrar receives the following:

               (i) if the holder of such beneficial interest in a Restricted
     Global Note proposes to exchange such beneficial interest for a beneficial
     interest in an Unrestricted Global Note, a certificate from such holder in
     the form of Exhibit C hereto, including the certifications in Item (1)(a)
     thereof; or

               (ii) if the holder of such beneficial interest in a Restricted
     Global Note proposes to transfer such beneficial interest to a Person who
     shall take delivery thereof in the form of a beneficial interest in an
     Unrestricted Global Note, a certificate from such holder in the form of
     Exhibit B hereto, including the certifications in Item (4) thereof;

     and, in each such case set forth in this subparagraph (d), an Opinion of
     Counsel in form reasonably acceptable to the Company to the effect that
     such exchange or transfer is in compliance with the Securities Act and that
     the restrictions on transfer contained herein and in the Private Placement
     Legend are not required in order to maintain compliance with the Securities
     Act.

          If any such transfer is effected pursuant to subparagraph (b) or (d)
     above at a time when an Unrestricted Global Note has not yet been issued,
     the Company shall issue and, upon receipt of an authentication order in
     accordance with Section 1(q)(ii) of this Officer's Certificate, the Trustee
     shall authenticate one or more Unrestricted Global Notes in an aggregate
     principal amount equal to the principal amount of beneficial interests
     transferred pursuant to subparagraph (b) or (d) above.

          Beneficial interests in an Unrestricted Global Note cannot be
     exchanged for, or transferred to Persons who take delivery thereof in the
     form of, a beneficial interest in a Restricted Global Note.

          (C)  Transfer or Exchange of Beneficial Interests for Definitive
               Notes.

               (1) Beneficial Interests in Restricted Global Notes to Restricted
          Definitive Notes. If any holder of a beneficial interest in a
          Restricted Global Note


                                       14

<PAGE>

          proposes to exchange such beneficial interest for a Definitive Note or
          to transfer such beneficial interest to a Person who takes delivery
          thereof in the form of a Definitive Note, then, upon receipt by the
          Security Registrar of the following documentation:

                    (a) if the holder of such beneficial interest in a
               Restricted Global Note proposes to exchange such beneficial
               interest for a Restricted Definitive Note, a certificate from
               such holder in the form of Exhibit C hereto, including the
               certifications in Item (2)(a) thereof;

                    (b) if such beneficial interest is being transferred to a
               QIB in accordance with Rule 144A under the Securities Act, a
               certificate to the effect set forth in Exhibit B hereto,
               including the certifications in Item (1) thereof;

                    (c) if such beneficial interest is being transferred to a
               Non-U.S. Person in an offshore transaction in accordance with
               Rule 903 or Rule 904 under the Securities Act, a certificate to
               the effect set forth in Exhibit B hereto, including the
               certifications in Item (2) thereof;

                    (d) if such beneficial interest is being transferred
               pursuant to an exemption from the registration requirements of
               the Securities Act in accordance with Rule 144 under the
               Securities Act, a certificate to the effect set forth in Exhibit
               B hereto, including the certifications in Item (3)(a) thereof;

                    (e) if such beneficial interest is being transferred to an
               Institutional Accredited Investor or in reliance on any other
               exemption from the registration requirements of the Securities
               Act, in either case other than those listed in subparagraphs (b)
               through (d) above, then the transferor must deliver a certificate
               in the form of Exhibit B hereto, including the certifications,
               certificates and any Opinion of Counsel required by Item (3)
               thereof, if applicable;

                    (f) if such beneficial interest is being transferred to the
               Company or any of its Subsidiaries, a certificate to the effect
               set forth in Exhibit B hereto, including the certifications in
               Item (3)(b) thereof; or

                    (g) if such beneficial interest is being transferred
               pursuant to an effective registration statement under the
               Securities Act, a certificate to the effect set forth in Exhibit
               B hereto, including the certifications in Item (3)(c) thereof,

     the Trustee, upon notice of receipt of such documentation by the Security
     Registrar, shall cause the aggregate principal amount of the applicable
     Global Note to be reduced accordingly pursuant to Section 1(q)(v)(H) of
     this Officer's Certificate, and the Company


                                       15

<PAGE>

     shall execute and the Trustee shall authenticate and make available for
     delivery to the Person designated in the instructions a Definitive Note in
     the appropriate principal amount. Any Definitive Note issued in exchange
     for a beneficial interest in a Restricted Global Note pursuant to this
     Section 1(q)(v)(C) shall be registered in such name or names and in such
     authorized denomination or denominations as the holder of such beneficial
     interest shall instruct the Security Registrar through instructions from
     the Depositary and the Participant or Indirect Participant. The Trustee
     shall make available for delivery such Definitive Notes to the Persons in
     whose names such Series M Notes are so registered. Any Definitive Note
     issued in exchange for a beneficial interest in a Restricted Global Note
     pursuant to this Section 1(q)(v)(C)(1) shall bear the Private Placement
     Legend and shall be subject to all restrictions on transfer contained
     therein.

          Notwithstanding Sections 1(q)(v)(C)(1)(a) and (c) hereof, a beneficial
     interest in the Regulation S Global Note may not be (a) exchanged for a
     Definitive Note prior to (x) the expiration of the Restricted Period and
     (y) the receipt by the Security Registrar of any certificates required
     pursuant to Rule 903(c)(3)(B) under the Securities Act or (b) transferred
     to a Person who takes delivery thereof in the form of a Definitive Note
     prior to the conditions set forth in clause (a) above or unless the
     transfer is pursuant to an exemption from the registration requirements of
     the Securities Act other than Rule 903 or Rule 904.

               (2) Beneficial Interests in Restricted Global Notes to
          Unrestricted Definitive Notes. Notwithstanding Section 1(q)(v)(C)(1)
          hereof, a holder of a beneficial interest in a Restricted Global Note
          may exchange such beneficial interest for an Unrestricted Definitive
          Note or may transfer such beneficial interest to a Person who takes
          delivery thereof in the form of an Unrestricted Definitive Note only
          if:

                    (a) such exchange or transfer is effected pursuant to an
               Exchange Offer in accordance with the Registration Rights
               Agreement and the holder of such beneficial interest, in the case
               of an exchange, or the transferee, in the case of a transfer, is
               not (i) a broker-dealer, (ii) a Person participating in the
               distribution of the Exchange Notes or (iii) a Person who is an
               affiliate (as defined in Rule 144) of the Company;

                    (b) any such transfer is effected pursuant to a Shelf
               Registration Statement in accordance with the Registration Rights
               Agreement;

                    (c) any such transfer is effected by a Broker-Dealer
               pursuant to an Exchange Offer Registration Statement in
               accordance with the Registration Rights Agreement; or

                    (d) the Security Registrar receives the following:

               (i) if the holder of such beneficial interest in a Restricted
     Global Note proposes to exchange such beneficial interest for a Definitive
     Note that does not bear the


                                       16

<PAGE>

     Private Placement Legend, a certificate from such holder in the form of
     Exhibit C hereto, including the certifications in Item (1)(b) thereof; or

               (ii) if the holder of such beneficial interest in a Restricted
     Global Note proposes to transfer such beneficial interest to a Person who
     shall take delivery thereof in the form of a Definitive Note that does not
     bear the Private Placement Legend, a certificate from such holder in the
     form of Exhibit B hereto, including the certifications in Item (4) thereof;

     and, in each such case set forth in this subparagraph (d), an Opinion of
     Counsel in form reasonably acceptable to the Company, to the effect that
     such exchange or transfer is in compliance with the Securities Act and that
     the restrictions on transfer contained herein and in the Private Placement
     Legend are not required in order to maintain compliance with the Securities
     Act.

               (3) Beneficial Interests in Unrestricted Global Notes to
          Unrestricted Definitive Notes. If any holder of a beneficial interest
          in an Unrestricted Global Note proposes to exchange such beneficial
          interest for a Definitive Note or to transfer such beneficial interest
          to a Person who takes delivery thereof in the form of a Definitive
          Note, then, upon notice by the Security Registrar of satisfaction of
          the conditions set forth in Section 1(q)(v)(B)(2) of this Officer's
          Certificate, the Trustee shall cause the aggregate principal amount of
          the applicable Global Note to be reduced accordingly pursuant to
          Section 1(q)(v)(H) of this Officer's Certificate, and the Company
          shall execute and the Trustee shall authenticate and make available
          for delivery to the Person designated in the instructions a Definitive
          Note in the appropriate principal amount. Any Definitive Note issued
          in exchange for a beneficial interest pursuant to this Section
          1(q)(v)(C)(3) shall be registered in such name or names and in such
          authorized denomination or denominations as the holder of such
          beneficial interest shall instruct the Security Registrar through
          instructions from the Depositary and the Participant or Indirect
          Participant. The Trustee shall make available for delivery such
          Definitive Notes to the Persons in whose names such Series M Notes are
          so registered. Any Definitive Note issued in exchange for a beneficial
          interest pursuant to this Section 1(q)(v)(C)(3) shall not bear the
          Private Placement Legend. A beneficial interest in an Unrestricted
          Global Note cannot be exchanged for a Definitive Note bearing the
          Private Placement Legend or transferred to a Person who takes delivery
          thereof in the form of a Definitive Note bearing the Private Placement
          Legend.

          (D)  Transfer and Exchange of Definitive Notes for Beneficial
               Interests.

               (1) Restricted Definitive Notes to Beneficial Interests in
          Restricted Global Notes. If any Holder of a Restricted Definitive Note
          proposes to exchange such Series M Note for a beneficial interest in a
          Restricted Global Note or to transfer such Definitive Notes to a
          Person who takes delivery thereof in the form


                                       17

<PAGE>

          of a beneficial interest in a Restricted Global Note, then, upon
          receipt by the Security Registrar of the following documentation:

                    (a) if the Holder of such Restricted Definitive Note
               proposes to exchange such Series M Note for a beneficial interest
               in a Restricted Global Note, a certificate from such Holder in
               the form of Exhibit C hereto, including the certifications in
               Item (2)(b) thereof;

                    (b) if such Definitive Note is being transferred to a QIB in
               accordance with Rule 144A under the Securities Act, a certificate
               to the effect set forth in Exhibit B hereto, including the
               certifications in Item (1) thereof;

                    (c) if such Definitive Note is being transferred to a
               Non-U.S. Person in an offshore transaction in accordance with
               Rule 903 or Rule 904 under the Securities Act, a certificate to
               the effect set forth in Exhibit B hereto, including the
               certifications in Item (2) thereof;

                    (d) if such Definitive Note is being transferred pursuant to
               an exemption from the registration requirements of the Securities
               Act in accordance with Rule 144 under the Securities Act, a
               certificate to the effect set forth in Exhibit B hereto,
               including the certifications in Item (3)(a) thereof;

                    (e) if such Definitive Note is being transferred to an
               Institutional Accredited Investor or in reliance on any other
               exemption from the registration requirements of the Securities
               Act, in either case, other than those listed in subparagraphs (b)
               through (d) above, a certificate in the form of Exhibit B hereto,
               including certifications, certificates, and any Opinion of
               Counsel required by Item (3) thereof, if applicable;

                    (f) if such Definitive Note is being transferred to the
               Company or any of its Subsidiaries, a certificate to the effect
               set forth in Exhibit B hereto, including the certifications in
               Item (3)(b) thereof; or

                    (g) if such Definitive Note is being transferred pursuant to
               an effective registration statement under the Securities Act, a
               certificate to the effect set forth in Exhibit B hereto,
               including the certifications in Item (3)(c) thereof,

     the Trustee, upon notice of receipt of such documentation by the Security
     Registrar, shall cancel the Definitive Note, increase or cause to be
     increased the aggregate principal amount of, in the case of subparagraph
     (a) above, the appropriate Restricted Global Note and, in the case of
     subparagraph (b) above, the Rule 144A Global Note, and, in the case of
     subparagraph (c) above, the Regulation S Global Note.


                                       18

<PAGE>

               (2) Restricted Definitive Notes to Beneficial Interests in
          Unrestricted Global Notes. A Holder of a Restricted Definitive Note
          may exchange such Series M Note for a beneficial interest in an
          Unrestricted Global Note or transfer such Restricted Definitive Note
          to a Person who takes delivery thereof in the form of a beneficial
          interest in an Unrestricted Global Note only if:

                    (a) such exchange or transfer is effected pursuant to an
               Exchange Offer in accordance with the Registration Rights
               Agreement and the Holder, in the case of an exchange, or the
               transferee, in the case of a transfer, is not (i) a
               broker-dealer, (ii) a Person participating in the distribution of
               the Exchange Notes or (iii) a Person who is an affiliate (as
               defined in Rule 144) of the Company;

                    (b) any such transfer is effected pursuant to a Shelf
               Registration Statement in accordance with the Registration Rights
               Agreement;

                    (c) any such transfer is effected by a Broker-Dealer
               pursuant to an Exchange Offer Registration Statement in
               accordance with the Registration Rights Agreement; or

                    (d) the Security Registrar receives the following:

               (i) if the Holder of such Definitive Notes proposes to exchange
     such Series M Notes for a beneficial interest in the Unrestricted Global
     Note, a certificate from such Holder in the form of Exhibit C hereto,
     including the certifications in Item (1)(c) thereof; or

               (ii) if the Holder of such Definitive Notes proposes to transfer
     such Series M Notes to a Person who shall take delivery thereof in the form
     of a beneficial interest in the Unrestricted Global Note, a certificate
     from such Holder in the form of Exhibit B hereto, including the
     certifications in Item (4) thereof;

     and, in each such case set forth in this subparagraph (d), an Opinion of
     Counsel in form reasonably acceptable to the Company to the effect that
     such exchange or transfer is in compliance with the Securities Act, that
     the restrictions on transfer contained herein and in the Private Placement
     Legend are not required in order to maintain compliance with the Securities
     Act, and such Definitive Notes are being exchanged or transferred in
     compliance with any applicable blue sky securities laws of any State of the
     United States.

          Upon satisfaction of the conditions of any of the subparagraphs in
     this Section 1(q)(v)(D)(2), the Trustee shall cancel the Definitive Notes
     and increase or cause to be increased the aggregate principal amount of the
     Unrestricted Global Note.

               (3) Unrestricted Definitive Notes to Beneficial Interests in
          Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note
          may exchange such Series M Note for a beneficial interest in an
          Unrestricted Global


                                       19

<PAGE>

          Note or transfer such Definitive Notes to a Person who takes delivery
          thereof in the form of a beneficial interest in an Unrestricted Global
          Note at any time. Upon receipt of a request for such an exchange or
          transfer, the Trustee shall cancel the applicable Unrestricted
          Definitive Note and increase or cause to be increased the aggregate
          principal amount of one of the Unrestricted Global Notes.

               If any such exchange or transfer from a Definitive Note to a
          beneficial interest is effected pursuant to Sections 1(q)(v)(D)(2)(b)
          or (d) or the first paragraph of this Section 1(q)(v)(D)(3) at a time
          when an Unrestricted Global Note has not yet been issued, the Company
          shall issue and, upon receipt of an authentication order in accordance
          with Section 1(q)(ii) of this Officer's Certificate, the Trustee shall
          authenticate one or more Unrestricted Global Notes in an aggregate
          principal amount equal to the principal amount of beneficial interests
          transferred pursuant to Sections 1(q)(v)(D)(2)(b) or (d) or the first
          paragraph of this Section 1(q)(v)(D)(3).

          (E) Transfer and Exchange of Definitive Notes for Definitive Notes.
     Upon request by a Holder of Definitive Notes and such Holder's compliance
     with the provisions of this Section 1(q)(v)(E), the Security Registrar
     shall register the transfer or exchange of Definitive Notes. Prior to such
     registration of transfer or exchange, the requesting Holder shall present
     or surrender to the Security Registrar the Definitive Notes duly endorsed
     or accompanied by a written instruction of transfer in form satisfactory to
     the Security Registrar duly executed by such Holder or by his attorney,
     duly authorized in writing. In addition, the requesting Holder shall
     provide any additional certifications, documents and information, as
     applicable, pursuant to the provisions of this Section 1(q)(v)(E).

               (1) Restricted Definitive Notes to Restricted Definitive Notes.
          Restricted Definitive Notes may be transferred to and registered in
          the name of Persons who take delivery thereof if the Security
          Registrar receives the following:

                    (a) if the transfer shall be made pursuant to Rule 144A
               under the Securities Act, then the transferor must deliver a
               certificate in the form of Exhibit B hereto, including the
               certifications in Item (1) thereof;

                    (b) if the transfer shall be made pursuant to Rule 903 or
               Rule 904 of the Securities Act, then the transferor must deliver
               a certificate in the form of Exhibit B hereto, including the
               certifications in Item (2) thereof; and

                    (c) if the transfer shall be made pursuant to any other
               exemption from the registration requirements of the Securities
               Act, then the transferor must deliver a certificate in the form
               of Exhibit B hereto, including the certifications, certificates
               and Opinion of Counsel required by Item (3) thereof, if
               applicable.


                                       20

<PAGE>

               (2) Restricted Definitive Notes to Unrestricted Definitive Notes.
          Any Restricted Definitive Note may be exchanged by the Holder thereof
          for an Unrestricted Definitive Note or transferred to a Person or
          Persons who take delivery thereof in the form of an Unrestricted
          Definitive Note if:

                    (a) such exchange or transfer is effected pursuant to an
               Exchange Offer in accordance with the Registration Rights
               Agreement and the Holder of such Series M Notes, in the case of
               an exchange, or the transferee, in the case of a transfer, is not
               (i) a broker-dealer, (ii) a Person participating in the
               distribution of the Exchange Notes or (iii) a Person who is an
               affiliate (as defined in Rule 144) of the Company;

                    (b) any such transfer is effected pursuant to a Shelf
               Registration Statement in accordance with the Registration Rights
               Agreement;

                    (c) any such transfer is effected by a Broker-Dealer
               pursuant to an Exchange Offer Registration Statement in
               accordance with the Registration Rights Agreement; or

                    (d) the Security Registrar receives the following:

               (i) if the Holder of such Restricted Definitive Notes proposes to
     exchange such Series M Notes for an Unrestricted Definitive Note, a
     certificate from such Holder in the form of Exhibit C hereto, including the
     certifications in Item (1)(b) thereof; or

               (ii) if the Holder of such Restricted Definitive Notes proposes
     to transfer such Series M Notes to a Person who shall take delivery thereof
     in the form of an Unrestricted Definitive Note, a certificate from such
     Holder in the form of Exhibit B hereto, including the certifications in
     Item (4) thereof;

     and, in each such case set forth in this subparagraph (d), an Opinion of
     Counsel in form reasonably acceptable to the Company to the effect that
     such exchange or transfer is in compliance with the Securities Act, that
     the restrictions on transfer contained herein and in the Private Placement
     Legend are not required in order to maintain compliance with the Securities
     Act, and such Restricted Definitive Note is being exchanged or transferred
     in compliance with any applicable blue sky securities laws of any State of
     the United States.

               (3) Unrestricted Definitive Notes to Unrestricted Definitive
          Notes. A Holder of Unrestricted Definitive Notes may transfer such
          Series M Notes to a Person who takes delivery thereof in the form of
          an Unrestricted Definitive Note. Upon receipt of a request for such a
          transfer, the Security Registrar shall register the Unrestricted
          Definitive Notes pursuant to the instructions from the Holder thereof.
          Unrestricted Definitive Notes cannot be exchanged for or transferred
          to Persons who take delivery thereof in the form of a Restricted
          Definitive Note.


                                       21

<PAGE>

          (F) Exchange Offer. Upon the occurrence of an Exchange Offer in
     accordance with the Registration Rights Agreement, the Company shall issue
     and, upon receipt of (a) an authentication order in accordance with Section
     1(q)(ii) of this Officer's Certificate and (b) an Opinion of Counsel
     opining as to the enforceability of the Exchange Notes and the guarantees
     thereof, if any, the Trustee shall authenticate (1) one or more
     Unrestricted Global Notes in an aggregate principal amount equal to the
     principal amount of the beneficial interests in the Restricted Global Notes
     tendered for acceptance by Persons that are not (i) broker-dealers, (ii)
     Persons participating in the distribution of the Exchange Notes or (iii)
     Persons who are affiliates (as defined in Rule 144) of the Company and
     accepted for exchange in such Exchange Offer and (2) Definitive Notes in an
     aggregate principal amount equal to the principal amount of the Restricted
     Definitive Notes accepted for exchange in such Exchange Offer, unless the
     Holders of such Restricted Definitive Notes shall request the receipt of
     Definitive Notes, in which case the Company shall execute and the Trustee
     shall authenticate and deliver to the Persons designated by the Holders of
     such Restricted Definitive Notes one or more Definitive Notes without the
     Private Placement Legend in the appropriate principal amount. Concurrent
     with the issuance of such Unrestricted Global Notes, the Trustee shall
     cause the aggregate principal amount of the applicable Restricted Global
     Notes to be reduced accordingly, and the Company shall execute and the
     Trustee shall authenticate and make available for delivery to the Persons
     designated by the Holders of Definitive Notes so accepted Definitive Notes
     in the appropriate principal amount.

          (G) Legends. The following legends shall appear on the face of all
     Global Notes and Definitive Notes issued under this Indenture unless
     specifically stated otherwise in the applicable provisions of this
     Officer's Certificate.

               (1)  Private Placement Legend.

                    (a) Except as permitted by subparagraph (b) below, each
               Global Note and each Definitive Note (and all Series M Notes
               issued in exchange therefor or substitution thereof) shall bear
               the legend in substantially the following form:

     "THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
     ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR OTHER SECURITIES LAWS.
     NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
     REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
     DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION
     IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
     SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1)
     REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN
     RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS
     ACQUIRING ITS NOTE IN AN "OFFSHORE TRANSACTION" PURSUANT TO RULE 903 OR 904
     OF


                                       22

<PAGE>

     REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT SHALL NOT PRIOR
     TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS
     PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT OR ANY SUCCESSOR
     PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR
     OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH THE COMPANY OR
     ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR
     OF THIS NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY
     APPLICABLE LAW (THE "RESALE RESTRICTION TERMINATION DATE"), OFFER, SELL OR
     OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO A
     REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
     SECURITIES ACT, (C) SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT
     TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
     INSTITUTIONAL BUYER" THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
     OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
     TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND
     SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES AND, IN THE
     CASE OF AN OFFER OR SALE BY A DISTRIBUTOR OR AN AFFILIATE THEREOF (OR A
     PERSON ACTING ON BEHALF THEREOF) DURING THE APPLICABLE DISTRIBUTION
     COMPLIANCE PERIOD, ONLY TO NON-U.S. PERSONS OR (E) PURSUANT TO ANY OTHER
     AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
     ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS
     TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED
     THAT THE COMPANY, THE TRUSTEE AND THE SECURITY REGISTRAR SHALL HAVE THE
     RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (C),
     (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
     AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF
     THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE
     FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY
     THIS TRANSFEROR TO THE TRUSTEE. THIS LEGEND SHALL BE REMOVED UPON THE
     REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS
     USED HEREIN, THE TERMS "DISTRIBUTION COMPLIANCE PERIOD," "DISTRIBUTOR,"
     "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS
     GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT."

                    (b) Notwithstanding the foregoing, any Global Note or
               Definitive Note issued pursuant to subparagraph (B)(4), (C)(2),
               (D)(2), (D)(3), (E)(2), (E)(3) or (F) of this Section 1(q)(v)
               (and all Series M Notes issued in exchange therefor or
               substitution thereof) shall not bear the Private Placement
               Legend.


                                       23

<PAGE>

               (2) Global Note Legend. Each Global Note shall bear a legend in
          substantially the following form:

     "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE OFFICER'S
     CERTIFICATE UNDER THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN
     CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
     TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE
     TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO
     ARTICLE III OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN
     WHOLE BUT NOT IN PART PURSUANT TO SECTION 1(q)(v)(A) OF THE OFFICER'S
     CERTIFICATE UNDER THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO
     THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 3.09 OF THE INDENTURE AND
     (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE
     PRIOR WRITTEN CONSENT OF THE COMPANY OR ANY SUCCESSOR THERETO."

          Additionally, for so long as DTC is the Depositary with respect to any
     Global Note, each such Global Note shall also bear a legend in
     substantially the following form:

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

          (H) Cancellation and/or Adjustment of Global Notes. At such time as
     all beneficial interests in a particular Global Note have been exchanged
     for Definitive Notes or a particular Global Note has been redeemed,
     repurchased or canceled in whole and not in part, each such Global Note
     shall be returned to or retained and canceled by the Trustee in accordance
     with Section 3.09 of the Indenture. At any time prior to such cancellation,
     if any beneficial interest in a Global Note is exchanged for or transferred
     to a Person who shall take delivery thereof in the form of a beneficial
     interest in another Global Note or for Definitive Notes, the principal
     amount of Series M Notes represented by such Global Note shall be reduced
     accordingly and an endorsement shall be made on such Global Note, by the
     Trustee, the Note Custodian or the Depositary at the direction of the
     Trustee, to reflect such reduction; and if the beneficial interest is being
     exchanged for or transferred to a Person who shall take delivery thereof in
     the form of a beneficial interest in another Global Note, such other Global
     Note shall be increased accordingly


                                       24

<PAGE>

     and an endorsement shall be made on such Global Note, by the Trustee, the
     Note Custodian or by the Depositary at the direction of the Trustee, to
     reflect such increase.

          (I)  General Provisions Relating to Transfers and Exchanges.

          (1) To permit registrations of transfers and exchanges, subject to
     Section 1(q)(v) of this Officer's Certificate, the Company shall execute
     and, upon the Company's order, the Trustee or an Authenticating Agent shall
     authenticate Global Notes and Definitive Notes at the Security Registrar's
     request.

          (2) All certifications, certificates and Opinions of Counsel required
     to be submitted to the Security Registrar pursuant to this Section 1(q)(v)
     to effect a transfer or exchange may be submitted by facsimile.

          (3) The Trustee and the Security Registrar shall have no obligation or
     duty to monitor, determine or inquire as to whether any Person is or is not
     a Person described in clauses (i), (ii) and (iii) of each of Sections
     1(q)(v)(B)(4)(a), 1(q)(v)(C)(2)(a), 1(q)(v)(D)(2)(a), 1(q)(v)(E)(2)(a) and
     1(q)(v)(F) of this Officer's Certificate or under applicable law (other
     than the Trust Indenture Act) with respect to any transfer of any interest
     in any Series M Note (including any transfers between or among Participants
     or beneficial owners of interests in any Global Note) other than to require
     delivery of such certificates and other documentation or evidence as are
     expressly required by, and to do so if and when expressly required by the
     terms of, this Indenture, and to examine the same to determine substantial
     compliance as to form with the express requirements hereof.

          (vi) Outstanding Series M Notes.

          Notwithstanding the definition of "Outstanding" in Section 1.01 of the
     Indenture, Series M Notes that the Company, a Subsidiary of the Company or
     an Affiliate of the Company offers to purchase or acquires pursuant to an
     offer, exchange offer, tender offer or otherwise shall not be deemed to be
     owned by the Company, such Subsidiary or such Affiliate until legal title
     to such Series M Notes passes to the Company, such Subsidiary or such
     Affiliate, as the case may be.

     (r) Not applicable.

     (s) The Series M Notes have not been registered under the Securities Act
     and may not be offered, sold or otherwise transferred in the absence of
     such registration or an applicable exemption therefrom. No service charge
     shall be made for the registration of transfer or exchange of the Series M
     Notes; provided, however, that the Company may require payment of a sum
     sufficient to cover any tax or other governmental charge payable in
     connection with the exchange or transfer (other than any such transfer
     taxes or similar governmental charge payable upon exchange or transfer
     pursuant to Sections 1.06(f), 3.04, 5.06 or 14.06 of the Indenture and
     Section 1(h)(iii) of this Officer's Certificate not involving any
     transfer).


                                       25

<PAGE>

     (t) For purposes of the Series M Notes, "Business Day" shall mean any day,
     other than Saturday or Sunday, on which commercial banks are open for
     business, including dealings in deposits in U.S. dollars, in New York.

     (u) Certain Covenants and Definitions.

          (i)  Series M Liens.

          The Company shall not, and shall not permit any of its Restricted
     Subsidiaries to, directly or indirectly, create, incur, assume or otherwise
     cause or suffer to exist or become effective any Series M Lien of any kind
     securing Indebtedness, Attributable Debt or trade payables on any of their
     property or assets, now owned or hereafter acquired, except Series M
     Permitted Liens.

          (ii) Merger, Consolidation or Sale of Assets.

          (A) The Company shall not, directly or indirectly: (1) consolidate or
     merge with or into another Person (whether or not the Company is the
     surviving corporation); or (2) sell, assign, transfer, convey or otherwise
     dispose of all or substantially all of the properties or assets of the
     Company and its Restricted Subsidiaries taken as a whole, in one or more
     related transactions, to another Person; unless:

          (1)  either: (a) the Company is the surviving corporation; or (b) the
               Person formed by or surviving any such consolidation or merger
               (if other than the Company) or to which such sale, assignment,
               transfer, conveyance or other disposition has been made is a
               corporation organized or existing under the laws of the United
               States, any state of the United States or the District of
               Columbia;

          (2)  (a) the Person formed by or surviving any such consolidation or
               merger (if other than the Company) or the Person to which such
               sale, assignment, transfer, conveyance or other disposition has
               been made assumes all the obligations of the Company under the
               Series M Notes, the Indenture and the Registration Rights
               Agreement pursuant to agreements reasonably satisfactory to the
               Trustee; and (b) such Person executes and delivers to the Trustee
               a supplemental indenture that contains a grant, conveyance,
               transfer and mortgage by such Person confirming the lien of the
               Indenture on the property subject to such lien and subjecting to
               such lien all property thereafter acquired by such Person that
               shall constitute an improvement, extension or addition to the
               property subject to the lien of the Indenture or renewal,
               replacement or substitution of or for any part thereof and, at
               the election of such Person, subjecting to the lien of the
               Indenture such other property then owned or thereafter acquired
               by such Person as such Person shall specify;


                                       26

<PAGE>

          (3)  immediately after such transaction no Default or Event of Default
               exists; and

          (4)  the Company, or the Person formed by or surviving any such
               consolidation or merger (if other than the Company), or to which
               such sale, assignment, transfer, conveyance or other disposition
               has been made, shall have delivered to the Trustee an Officer's
               Certificate and an Opinion of Counsel, each stating that such
               transaction and any supplemental indenture entered into in
               connection therewith complies with all of the terms of this
               Section 1(u)(ii) and that all conditions precedent provided for
               in this Section 1(u)(ii) relating to such transaction or series
               of transactions have been complied with.

          (B) In addition, the Company may not, directly or indirectly, lease
     all or substantially all of its properties or assets, in one or more
     related transactions, to any other Person. Clause (4) under Section
     1(u)(ii)(A) shall not apply to a sale, assignment, transfer, conveyance or
     other disposition of assets between or among the Company and any of its
     Restricted Subsidiaries.

          (C) In addition, the Company shall not effect any consolidation,
     merger, sale, assignment, transfer, conveyance or other disposition as is
     contemplated in this Section 1(u)(ii), unless the Company also complies
     with Sections 13.01 and 13.02 of the Indenture and the Person formed by or
     surviving any such consolidation or merger (if other than the Company) or
     to which such sale, assignment, transfer, conveyance or other disposition
     has been made, shall be deemed a Successor Corporation under the Indenture.

          (iii) Future Subsidiary Guarantees.

          (A) The Company shall not permit any Restricted Subsidiary to
     guarantee the payment of any Indebtedness of the Company unless:

          (1)  such Restricted Subsidiary simultaneously executes and delivers
               to the Trustee a Subsidiary Guarantee of such Restricted
               Subsidiary except that with respect to a Guarantee of
               Indebtedness of the Company if such Indebtedness is by its
               express terms subordinated in right of payment to the Series M
               Notes, any such Guarantee of such Restricted Subsidiary with
               respect to such Indebtedness shall be subordinated in right of
               payment to such Restricted Subsidiary's Subsidiary Guarantee with
               respect to the Series M Notes substantially to the same extent as
               such Indebtedness is subordinated to the Series M Notes;

          (2)  such Restricted Subsidiary waives and shall not in any manner
               whatsoever claim or take the benefit or advantage of, any rights
               or reimbursement, indemnity or subrogation or any other rights
               against the Company or any other Restricted Subsidiary as a
               result of any payment by such Restricted Subsidiary under its
               Subsidiary Guarantee of the Series M Notes; and


                                       27

<PAGE>

          (3)  such Restricted Subsidiary shall deliver to the Trustee an
               Opinion of Counsel to the effect that (a) such Subsidiary
               Guarantee has been duly executed and authorized and (b) such
               Subsidiary Guarantee constitutes a valid, binding and enforceable
               obligation of such Restricted Subsidiary, except insofar as
               enforcement thereof may be limited by bankruptcy, insolvency or
               similar laws (including, without limitation, all laws relating to
               fraudulent transfers) and except insofar as enforcement thereof
               is subject to general principles of equity; provided that this
               Section 1(u)(iii)(A) shall not be applicable to any Guarantee of
               any Restricted Subsidiary that (x) existed at the time such
               Person became a Restricted Subsidiary of the Company and (y) was
               not incurred in connection with, or in contemplation of, such
               Person becoming a Restricted Subsidiary of the Company.

          (B) Notwithstanding the foregoing and the other provisions of this
     Officer's Certificate, in the event a Subsidiary Guarantor is sold or
     disposed of (whether by merger, consolidation, the sale of its Capital
     Stock or the sale of all or substantially all of its assets (other than by
     lease) and whether or not the Subsidiary Guarantor is the surviving
     corporation in such transaction) to a Person which is not the Company or a
     Restricted Subsidiary of the Company (other than a Receivables Entity),
     such Subsidiary Guarantor shall be released from its obligations under its
     Subsidiary Guarantee if:

          (1)  the sale or other disposition is in compliance with the
               applicable provisions of this Officer's Certificate; and

          (2)  the Subsidiary Guarantor is also released or discharged from its
               obligations under the Guarantee which resulted in the creation of
               such Subsidiary Guarantee, except by or as a result of payment
               under such Guarantee.

          (iv) Sale and Leaseback Transactions.

          (A) The Company shall not, and shall not permit any of its Restricted
     Subsidiaries to, enter into any sale and leaseback transaction; provided
     that the Company or any Restricted Subsidiary may enter into a sale and
     leaseback transaction if the gross cash proceeds of that sale and leaseback
     transaction are at least equal to the fair market value, as determined in
     good faith by the Board of Directors and set forth in an Officer's
     Certificate delivered to the Trustee, of the property that is the subject
     of that sale and leaseback transaction.

          (v)  Payments for Consent.

          The Company shall not, and shall not permit any of its Subsidiaries
     to, directly or indirectly, pay or cause to be paid any consideration to or
     for the benefit of any Holder of Series M Notes for or as an inducement to
     any consent, waiver or amendment of any of the terms or provisions of this
     Officer's Certificate or the Series M Notes unless such


                                       28

<PAGE>

     consideration is offered to be paid and is paid to all Holders of the
     Series M Notes that consent, waive or agree to amend in the time frame set
     forth in the solicitation documents relating to such consent, waiver or
     agreement.

          (vi) Covenant Defeasance.

          (A) Option to Effect Covenant Defeasance. The Company may, at the
     option of the Board of Directors evidenced by a resolution set forth in an
     Officers' Certificate, at any time, elect to have Section 1(u)(vi)(B)
     hereof be applied to all outstanding Series M Notes upon compliance with
     the conditions set forth below in Section 1(u)(vi)(C) hereof.

          (B) Exercise of Covenant Defeasance. Upon the Company's exercise under
     Section 1(u)(vi)(A) hereof of the option applicable to this Section
     1(u)(vi)(B), the Company shall, subject to the satisfaction of the
     conditions set forth in Section 1(u)(vi)(C) hereof, be released from each
     of its obligations under the covenants contained in Section 1(h)(iii),
     Section 1(u)(i), Section 1(u)(iii), Section 1(u)(iv), Section 1(u)(v)
     hereof (under the headings: "Mandatory Redemption/Redemption at Option of
     Holders/Offers to Purchase--Offer to Purchase Upon Change of Control,"
     "Certain Covenants and Definitions--Liens," "Certain Covenants and
     Definitions--Future Subsidiary Guarantees," "Certain Covenants and
     Definitions--Sale and Leaseback Transactions," and "Certain Covenants and
     Definitions--Payment for Consents") hereof with respect to the Outstanding
     Series M Notes on and after the date the conditions set forth in Section
     1(u)(vi)(C) hereof are satisfied (hereinafter, "Covenant Defeasance"), and
     the Series M Notes shall thereafter be deemed not Outstanding for the
     purposes of any direction, waiver, consent or declaration or act of Holders
     of Securities, including but not limited to, Holders of Series M Notes (and
     the consequences of any thereof) in connection with such covenants, but
     will continue to be deemed Outstanding for all other purposes hereunder.
     For this purpose, Covenant Defeasance means that, with respect to the
     Outstanding Series M Notes, the Company may omit to comply with and will
     have no liability in respect of any term, condition or limitation set forth
     in any such covenant, whether directly or indirectly, by reason of any
     reference elsewhere herein to any such covenant or by reason of any
     reference in any such covenant to any other provision herein or in any
     other document and such omission to comply will not constitute a Triggering
     Event under Section 1(h)(ii) hereof or a Default or an Event of Default
     under Section 10.01 of the Indenture, but, except as specified above, the
     remainder of the Indenture, this Officer's Certificate and such Series M
     Notes will be unaffected thereby. In addition, upon the Company's exercise
     under Section 1(u)(vi)(A) hereof of the option applicable to Section
     1(u)(vi)(B) hereof, subject to the satisfaction of the conditions set forth
     in Section 1(u)(vi)(C) hereof, Sections 1(h)(ii)(A)(3) through
     1(h)(ii)(A)(7) hereof will not constitute Triggering Events.

          (C) Conditions to Covenant Defeasance. In order to exercise Covenant
     Defeasance under this Section 1(u)(vi):


                                       29

<PAGE>

          (1)  the Company must irrevocably deposit with the Trustee or any
               Paying Agent (other than the Company), in trust for the benefit
               of the Holders of the Series M Notes:

               (a)  money (including Funded Cash not otherwise applied pursuant
                    to the Indenture) in an amount which will be sufficient, or

               (b)  Eligible Obligations which do not contain provisions
                    permitting the redemption or other prepayment thereof at the
                    option of the issuer thereof, the principal of and the
                    interest on which when due, without any regard to
                    reinvestment thereof, will provide monies which, together
                    with the money, if any, deposited with or held by the
                    Trustee or such Paying Agent, will be sufficient, or

               (c)  a combination of (a) and (b) which will be sufficient, to
                    pay when due the principal of and premium, if any, and
                    interest, if any, and Liquidated Damages, if any, due and to
                    become due on the Series M Notes or portions thereof
                    provided, that the Company shall have delivered to the
                    Trustee and such Paying Agent: (I) a Company Order stating
                    that the money and Eligible Obligations deposited in
                    accordance with this Section 1(u)(vi)(C) shall be held in
                    trust, as provided in Section 9.03 of the Indenture; and
                    (II) if Eligible Obligations shall have been deposited, an
                    Opinion of Counsel to the effect that such obligations
                    constitute Eligible Obligations and do not contain
                    provisions permitting the redemption or other prepayment
                    thereof at the option of the issuer thereof, and an opinion
                    of an Independent public Accountant of nationally recognized
                    standing, selected by the Company, to the effect that the
                    other requirements set forth in Section 1(u)(vi)(C)(1)(b)
                    above have been satisfied;

          (2)  the Company shall have delivered to the Trustee an Opinion of
               Counsel confirming that the Holders of the Outstanding Series M
               Notes will not recognize income, gain or loss for federal income
               tax purposes as a result of such Covenant Defeasance and will be
               subject to federal income tax on the same amounts, in the same
               manner and at the same times as would have been the case if such
               Covenant Defeasance had not occurred;

          (3)  no Triggering Event shall have occurred and be continuing on the
               date of such deposit (other than a Triggering Event arising from
               the breach of a covenant under this Officer's Certificate
               resulting from the borrowing of funds to be applied to such
               deposit);

          (4)  such Covenant Defeasance will not result in a breach or violation
               of, or constitute a default under any material agreement or
               instrument (other than


                                       30

<PAGE>

               this Officer's Certificate) to which the Company or any of its
               Subsidiaries is a party or by which the Company or any of its
               Subsidiaries is bound;

          (5)  the Company must deliver to the Trustee an Officer's Certificate
               stating that the deposit was not made by the Company with the
               intent of preferring the Holders of Series M Notes over the other
               creditors of the Company with the intent of defeating, hindering,
               delaying or defrauding creditors of the Company or others; and

          (6)  the Company must deliver to the Trustee an Officer's Certificate
               and an Opinion of Counsel, each stating that all conditions
               precedent relating to the Covenant Defeasance have been complied
               with.

          (vii) Additional Conditions to Section 9.01 of Indenture.

     Notwithstanding the provisions of Section 9.01 of the Indenture, no Series
     M Note shall be deemed to have been paid pursuant to such provisions unless
     the Company shall have delivered to the Trustee either: (a) an Opinion of
     Counsel in the United States reasonably acceptable to the Trustee
     confirming that (i) the Company has received from, or there has been
     published by, the Internal Revenue Service a ruling or (ii) since the date
     of this Officer's Certificate, there has been a change in the applicable
     federal income tax law, in either case to the effect that, and based
     thereon such Opinion of Counsel shall confirm that, the Holders of the
     Outstanding Series M Notes will not recognize income, gain or loss for
     federal income tax purposes as a result of such satisfaction and discharge
     and will be subject to federal income tax on the same amounts, in the same
     manner and at the same times as would have been the case if such
     satisfaction and discharge had not occurred; or (b) (i) an instrument
     wherein the Company, notwithstanding the satisfaction and discharge of the
     Company's Indebtedness in respect of the Series M Notes, shall assume the
     obligation (which shall be absolute and unconditional) to irrevocably
     deposit with the Trustee such additional sums of money, if any, or
     additional Eligible Obligations, if any, or any combination thereof, at
     such time or times, as shall be necessary, together with the money and/or
     Eligible Obligations theretofore so deposited, to pay when due the
     principal of and premium, if any, and interest due and to become due on
     such Series M Notes or portions thereof; provided, however, that such
     instrument may state that the Company's obligation to make additional
     deposits as aforesaid shall be subject to the delivery to the Company by
     the Trustee of a notice asserting the deficiency accompanied by an opinion
     of an Independent public Accountant of nationally recognized standing
     showing the calculation thereof; and (ii) an Opinion of Counsel of tax
     counsel in the United States reasonably acceptable to the Trustee to the
     effect that the Holders of the Outstanding Series M Notes will not
     recognize income, gain or loss for federal income tax purposes as a result
     of such satisfaction and discharge and will be subject to federal income
     tax on the same amounts, in the same manner and at the same times as would
     have been the case if such satisfaction and discharge had not occurred.


                                       31

<PAGE>

          (viii) Modifications Requiring Consent.

          In addition to the provisions of Section 14.02 of the Indenture, no
     supplemental indenture shall alter or waive any of the provisions with
     respect to the redemption of the Series M Notes set forth in Section 1(g)
     hereof without the consent of each Holder of Series M Notes affected
     thereby.

          (ix) Certain Definitions.

          Set forth below are certain defined terms used in this Officer's
     Certificate. Reference is made to the Indenture for the definitions of any
     other capitalized terms used herein for which no definition is provided
     herein.

          "Affiliate" of any specified Person means any other Person directly or
     indirectly controlling or controlled by or under direct or indirect common
     control with such specified Person. For purposes of this definition,
     "control," as used with respect to any Person, means the possession,
     directly or indirectly, of the power to direct or cause the direction of
     the management or policies of such Person, whether through the ownership of
     voting securities, by agreement or otherwise; provided that beneficial
     ownership of 10% or more of the Voting Stock of a Person shall be deemed to
     be control. For purposes of this definition, the terms "controlling,"
     "controlled by" and "under common control with" have correlative meanings.

          "Applicable Procedures" means, with respect to any transfer or
     exchange of or for beneficial interests in any Global Note, the rules and
     procedures of the Depositary, Euroclear and Clearstream that apply to such
     transfer or exchange.

          "Attributable Debt" in respect of a sale and leaseback transaction
     means, at the time of determination, the present value of the obligation of
     the lessee for net rental payments during the remaining term of the lease
     included in such sale and leaseback transaction including any period for
     which such lease has been extended or may, at the option of the lessor, be
     extended. Such present value shall be calculated using a discount rate
     equal to the rate of interest implicit in such transaction, determined in
     accordance with GAAP.

          "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or
     state law for the relief of debtors.

          "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3
     and Rule 13d-5 under the Exchange Act, except that in calculating the
     beneficial ownership of any particular "person" (as that term is used in
     Section 13(d)(3) of the Exchange Act), such "person" shall be deemed to
     have beneficial ownership of all securities that such "person" has the
     right to acquire by conversion or exercise of other securities, whether
     such right is currently exercisable or is exercisable only upon the
     occurrence of a subsequent condition. The terms "Beneficially Owns" and
     "Beneficially Owned" have a corresponding meaning.


                                       32

<PAGE>

          "Board of Directors" means:

          (1)  with respect to a corporation, the board of directors of the
               corporation or any committee of such board of directors duly
               authorized to act for the corporation;

          (2)  with respect to a partnership, the board of directors of the
               general partner of the partnership; and

          (3)  with respect to any other Person, the board or committee of such
               Person serving a similar function.

          "Broker-Dealer" has the meaning set forth in the Registration Rights
     Agreement.

          "Capital Lease Obligation" means, at the time any determination is to
     be made, the amount of the liability in respect of a capital lease that
     would at that time be required to be capitalized on a balance sheet in
     accordance with GAAP.

          "Capital Stock" means:

          (1)  in the case of a corporation, corporate stock;

          (2)  in the case of an association or business entity, any and all
               shares, interests, participations, rights or other equivalents
               (however designated) of corporate stock;

          (3)  in the case of a partnership or limited liability company,
               partnership or membership interests (whether general or limited);
               and

          (4)  any other interest or participation that confers on a Person the
               right to receive a share of the profits and losses of, or
               distributions of assets of, the issuing Person.

          "Change of Control" means the occurrence of any of the following:

          (1)  the direct or indirect sale, transfer, conveyance or other
               disposition (other than by way of merger or consolidation), in
               one or a series of related transactions, of all or substantially
               all of the properties or assets of the Company and its Restricted
               Subsidiaries taken as a whole to any "person" (as that term is
               used in Section 13(d)(3) of the Exchange Act, including any
               "group" with the meaning of the Exchange Act);

          (2)  the adoption of a plan relating to the liquidation or dissolution
               of the Company;

          (3)  the consummation of any transaction (including, without
               limitation, any merger or consolidation) the result of which is
               that any "person" (as


                                       33

<PAGE>

               defined above) becomes the Beneficial Owner, directly or
               indirectly, of more than 30% of the Voting Stock of the Company
               or Sierra Pacific Resources, measured by voting power rather than
               number of shares; or

          (4)  the first day on which a majority of the members of the Board of
               Directors of the Company or the Board of Directors of Sierra
               Pacific Resources are not Continuing Directors.

          "Change of Control Offer" has the meaning assigned to it in Section
     1(h)(iii)(A) of this Officer's Certificate.

          "Change of Control Payment" has the meaning assigned to it in Section
     1(h)(iii)(A) of this Officer's Certificate.

          "Change of Control Payment Date" has the meaning assigned to it in
     Section 1(h)(iii)(B)(2) of this Officer's Certificate.

          "Clearstream" means Clearstream Banking, societe anonyme.

          "Continuing Directors" means, as of any date of determination, any
     member of the Board of Directors of the Company who:

          (1)  was a member of the Board of Directors of the Company on the
               original issue date of the Series M Notes; or

          (2)  was nominated for election or elected to the Board of Directors
               of the Company with the approval of a majority of the Continuing
               Directors who were members of the Board of Directors at the time
               of such nomination or election.

          "Credit Facilities" means one or more debt facilities or commercial
     paper facilities, in each case with banks or other institutional lenders
     providing for revolving credit loans, term loans or letters of credit, in
     each case, as amended, restated, modified, renewed, refunded, replaced or
     refinanced in whole or in part from time to time, and includes any
     securities issued pursuant to the Indenture in order to secure any amounts
     outstanding under a Credit Facility from time to time; provided that the
     obligation of the Company to make any payment on any such securities shall
     be:

          (1)  no greater than the amount required to be paid under such Credit
               Facility that is secured by such payment obligation;

          (2)  payable no earlier than such amount is required to be paid under
               such Credit Facility; and

          (3)  deemed to have been paid or otherwise satisfied and discharged to
               the extent that the Company has paid such amount under such
               Credit Facility.


                                       34

<PAGE>

          "Default" means any event that is, or with the passage of time or the
     giving of notice or both would be, an Event of Default as defined in the
     Indenture.

          "Definitive Note" means a certificated Series M Note registered in the
     name of the Holder thereof and issued in accordance with Section 1(q)(v) of
     this Officer's Certificate, in the form of Exhibit A hereto except that
     such Series M Note shall not bear the Global Note Legend and shall not have
     the "Schedule of Exchanges of Interests in the Global Note" attached
     thereto.

          "Depositary" means, with respect to the Series M Notes issuable or
     issued in whole or in part in global form, the Person specified in Section
     1(q)(iii) of this Officer's Certificate as the Depositary with respect to
     the Series M Notes, and any and all successors thereto appointed as
     depositary hereunder and having become such pursuant to the applicable
     provision of this Officer's Certificate or the Indenture.

          "DTC" has the meaning assigned to it in Section 1(q)(iii) of this
     Officer's Certificate.

          "Equity Interests" means Capital Stock and all warrants, options or
     other rights to acquire Capital Stock (but excluding any debt security that
     is convertible into, or exchangeable for, Capital Stock).

          "Euroclear" means Euroclear Bank S.A./N.V.

          "Event of Default" means an Event of Default as defined in the
     Indenture.

          "Exchange Notes" means if and when issued, each series of the Series M
     Notes issued in exchange for any Initial Notes in an Exchange Offer or upon
     transfer pursuant to a Shelf Registration Statement.

          "Exchange Offer" has the meaning set forth in a corresponding
     Registration Rights Agreement.

          "Exchange Offer Registration Statement" has the meaning set forth in
     the Registration Rights Agreement.

          "First Mortgage Indenture" means the Indenture of Mortgage, dated as
     of October 1, 1953, between the Company and Deutsche Bank Trust Company
     Americas, as trustee, as modified, amended or supplemented at any time or
     from time to time by supplemental indentures.

          "GAAP" means generally accepted accounting principles set forth in the
     opinions and pronouncements of the Accounting Principles Board of the
     American Institute of Certified Public Accountants and statements and
     pronouncements of the Financial Accounting Standards Board or in such other
     statements by such other entity as have


                                       35

<PAGE>

     been approved by a significant segment of the accounting profession, which
     are in effect on the original issue date of the Series M Notes.

          "Global Note Legend" means the legend set forth in Section
     1(q)(v)(G)(2) of this Officer's Certificate, which is required to be placed
     on all Global Notes issued under this Officer's Certificate.

          "Global Notes" means, individually and collectively, each of the
     Series M Notes (which may be either Restricted Global Notes or Unrestricted
     Global Notes) issued or issuable in the global form of Exhibit A hereto
     issued in accordance with Sections 1(q)(i), 1(q)(v)(B)(4), 1(q)(v)(D)(4) or
     1(q)(v)(F) of this Officer's Certificate.

          "Guarantee" means a guarantee other than by endorsement of negotiable
     instruments for collection in the ordinary course of business, direct or
     indirect, in any manner including, without limitation, by way of a pledge
     of assets or through letters of credit or reimbursement agreements in
     respect thereof, of all or any part of any Indebtedness.

          "Hedging Obligations" means, with respect to any specified Person, the
     obligations of such Person incurred in the normal course of business and
     consistent with past practices and not for speculative purposes under:

          (1)  interest rate swap agreements, interest rate cap agreements and
               interest rate collar agreements designed to protect the person or
               entity entering into the agreement against fluctuations in
               interest rates with respect to Indebtedness incurred and not for
               purposes of speculation;

          (2)  foreign exchange contracts and currency protection agreements
               entered into with one of more financial institutions designed to
               protect the person or entity entering into the agreement against
               fluctuations in currency exchange rates with respect to
               Indebtedness incurred and not for purposes of speculation;

          (3)  any commodity futures contract, commodity option or other similar
               agreement or arrangement designed to protect against fluctuations
               in the price of commodities used by that entity at the time; and

          (4)  other agreements or arrangements designed to protect such Person
               against fluctuations in interest rates or currency exchange
               rates.

          "Indebtedness" means, with respect to any specified Person, any
     indebtedness of such Person, whether or not contingent:

          (1)  in respect of borrowed money;


                                       36

<PAGE>

          (2)  evidenced by bonds, notes, debentures or similar instruments or
               letters of credit (or reimbursement agreements in respect
               thereof);

          (3)  in respect of banker's acceptances;

          (4)  representing Capital Lease Obligations;

          (5)  representing the balance deferred and unpaid of the purchase
               price of any property, except any such balance that constitutes
               an accrued expense or trade payable; or

          (6)  representing any Hedging Obligations,

     if and to the extent any of the preceding items (other than letters of
     credit and Hedging Obligations) would appear as a liability upon a balance
     sheet of the specified Person prepared in accordance with GAAP. In
     addition, the term "Indebtedness" includes all Indebtedness of others
     secured by a Series M Lien on any asset of the specified Person (whether or
     not such Indebtedness is assumed by the specified Person) and, to the
     extent not otherwise included, the Guarantee by the specified Person of any
     indebtedness of any other Person.

          The amount of any Indebtedness outstanding as of any date shall be:

          (1)  the accreted value of the Indebtedness, in the case of any
               Indebtedness issued with original issue discount; and

          (2)  the principal amount of the Indebtedness, together with any
               interest on the Indebtedness that is more than 30 days past due,
               in the case of any other Indebtedness.

          "Indirect Participant" means a Person who holds a beneficial interest
     in a Global Note through a Participant.

          "Initial Notes" has the meaning set forth in Section 1(q)(ii) of this
     Officer's Certificate.

          "Initial Purchaser" has the meaning set forth in the Purchase
     Agreement.

          "Institutional Accredited Investor" means an institution that is an
     "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under
     the Securities Act.

          "Issue Date" means the first date on which any Series M Notes are
     issued, authenticated and delivered under the Indenture and this Officer's
     Certificate.

          "Letter of Transmittal" means the letter of transmittal to be prepared
     by the Company and sent to all Holders of Initial Notes for use by such
     Holders in connection with an Exchange Offer.


                                       37

<PAGE>

          "Liquidated Damages" means all liquidated damages then owing pursuant
     to Section 5 of the Registration Rights Agreement.

          "Non-Recourse Debt" means Indebtedness:

          (1)  as to which neither the Company nor any of its Restricted
               Subsidiaries (a) provides credit support of any kind (including
               any undertaking, agreement or instrument that would constitute
               Indebtedness), (b) is directly or indirectly liable as a
               guarantor or otherwise, or (c) constitutes the lender;

          (2)  no default with respect to which (including any rights that the
               holders of the Indebtedness may have to take enforcement action
               against an Unrestricted Subsidiary) would permit upon notice,
               lapse of time or both any holder of any other Indebtedness (other
               than the Series M Notes) of the Company or any of its Restricted
               Subsidiaries to declare a default on such other Indebtedness or
               cause the payment of the Indebtedness to be accelerated or
               payable prior to its stated maturity; and

          (3)  as to which the lenders have been notified in writing that they
               shall not have any recourse to the stock or assets of the Company
               or any of its Restricted Subsidiaries.

          "Non-U.S. Person" means a person who is not a U.S. Person.

          "Note Custodian" means the Trustee, as custodian for the Depositary
     with respect to the Series M Notes in global form, or any successor entity
     thereto.

          "Obligations" means any principal, interest, penalties, fees,
     indemnifications, reimbursements, damages and other liabilities payable
     under the documentation governing any Indebtedness.

          "Offering" means the offering of the Original Notes by the Company on
     the Issue Date.

          "Officer" means, with respect to any Person, the Chairman of the
     Board, the Chief Executive Officer, the President, the Chief Operating
     Officer, the Chief Financial Officer, the Treasurer, any Assistant
     Treasurer, the Controller, the Secretary or any Vice-President of such
     Person.

          "Original Notes" has the meaning set forth in Section 1(q)(ii) of this
     Officer's Certificate.

          "Participant" means, with respect to DTC, Euroclear or Clearstream, a
     Person who has an account with DTC, Euroclear or Clearstream, respectively
     (and, with respect to DTC, shall include Euroclear and Clearstream).


                                       38

<PAGE>

          "Payment Default" has the meaning assigned to it in Section
     1(h)(ii)(A)(6)(I) of this Officer's Certificate.

          "Permitted Refinancing Indebtedness" means any Indebtedness of the
     Company or any of its Restricted Subsidiaries issued in exchange for, or
     the net proceeds of which are used to extend, refinance, renew, replace,
     defease or refund other Indebtedness of the Company or any of its
     Restricted Subsidiaries (other than intercompany Indebtedness); provided
     that:

          (1)  the principal amount (or accreted value, if applicable) of such
               Permitted Refinancing Indebtedness does not exceed the principal
               amount (or accreted value, if applicable) of the Indebtedness
               extended, refinanced, renewed, replaced, defeased or refunded
               (plus all accrued and unpaid interest on the Indebtedness and the
               amount of all expenses and premiums incurred in connection
               therewith);

          (2)  if such Permitted Refinancing Indebtedness is issued on or after
               the first anniversary of the original issue date of the Series M
               Notes, such Permitted Refinancing Indebtedness has a final
               maturity date later than the final maturity date of, and has a
               Weighted Average Life to Maturity equal to or greater than the
               Weighted Average Life to Maturity of, the Indebtedness being
               extended, refinanced, renewed, replaced, defeased or refunded;

          (3)  if such Permitted Refinancing Indebtedness is issued on or after
               the first anniversary of the original issue date of the Series M
               Notes, and the Indebtedness being extended, refinanced, renewed,
               replaced, defeased or refunded is contractually subordinated in
               right of payment to the Series M Notes, such Permitted
               Refinancing Indebtedness has a final maturity date later than the
               final maturity date of, and is subordinated in right of payment
               to, the Series M Notes on terms at least as favorable to the
               Holders of Series M Notes as those contained in the documentation
               governing the Indebtedness being extended, refinanced, renewed,
               replaced, defeased or refunded; and

          (4)  such Indebtedness is incurred either by the Company or by the
               Subsidiary who is the obligor on the Indebtedness being extended,
               refinanced, renewed, replaced, defeased or refunded.

          "Private Placement Legend" means the legend set forth in Section
     1(q)(v)(G)(1) of this Officer's Certificate to be placed on all Series M
     Notes issued under the Indenture and this Officer's Certificate except
     where otherwise permitted by the provisions of the Indenture and this
     Officer's Certificate.

          "Purchase Agreement" means the Purchase Agreement dated January 10,
     2006 among the Company and each Initial Purchaser relating to the Offering.


                                       39

<PAGE>

          "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

          "Qualified Receivables Transaction" means any transaction or series of
     transactions that may be entered into by the Company or any of its
     Restricted Subsidiaries pursuant to which the Company or any of its
     Restricted Subsidiaries may sell, convey or otherwise transfer to (1) a
     Receivables Entity (in the case of a transfer by the Company or any of its
     Restricted Subsidiaries) and (2) any other Person (in the case of a
     transfer by a Receivables Entity), or may grant a security interest in, any
     accounts receivable (whether now existing or arising in the future) of the
     Company or any of its Restricted Subsidiaries, and any assets related
     thereto including, without limitation, all collateral securing such
     accounts receivable, all contracts and all guarantees or other obligations
     in respect of such accounts receivable, the proceeds of such receivables
     and other assets which are customarily transferred, or in respect of which
     security interests are customarily granted in connection with asset
     securitization involving accounts receivable.

          "Receivables Entity" means a wholly-owned Subsidiary of the Company or
     Sierra Pacific Resources (or another Person in which the Company or any
     Restricted Subsidiary of the Company makes an Investment and to which the
     Company or any Restricted Subsidiary of the Company transfers accounts
     receivable and related assets) which engages in no activities other than in
     connection with the financing of accounts receivable and which is
     designated by the Board of Directors (as provided below) as a Receivables
     Entity:

          (1)  no portion of the Indebtedness or any other obligations
               (contingent or otherwise) of which:

               (a)  is guaranteed by the Company or any Restricted Subsidiary of
                    the Company (excluding guarantees of Obligations (other than
                    the principal of, and interest on, Indebtedness) pursuant to
                    Standard Securitization Undertakings);

               (b)  is recourse to or obligates the Company or any Restricted
                    Subsidiary of the Company in any way other than pursuant to
                    Standard Securitization Undertakings; or

               (c)  subjects any property or asset of the Company or any
                    Restricted Subsidiary of the Company, directly or
                    indirectly, contingently or otherwise, to the satisfaction
                    thereof, other than pursuant to Standard Securitization
                    Undertakings;

          (2)  which is not party to any agreement, contract, arrangement or
               understanding (except in connection with a Purchase Money Note or
               Qualified Receivables Transaction) with the Company or any
               Restricted Subsidiary of the Company other than on terms no less
               favorable to the Company or such Restricted Subsidiary than those
               that might be obtained


                                       40

<PAGE>

               at the time from Persons that are not Affiliates of the Company,
               other than fees payable in the ordinary course of business in
               connection with servicing accounts receivable; and

          (3)  to which neither the Company nor any Restricted Subsidiary of the
               Company has any direct or indirect obligation (a) to subscribe
               for additional Equity Interests or (b) to maintain or preserve
               such entity's financial condition or cause such entity to achieve
               certain levels of operating results.

          Any such designation by the Board of Directors shall be evidenced to
     the Trustee by filing with the Trustee a certified copy of the Board
     Resolution giving effect to such designation and an Officer's Certificate
     certifying that such designation complied with the foregoing conditions.

          "Registration Rights Agreement" means (i) the Registration Rights
     Agreement, dated as of the Issue Date, by and among the Company and the
     other parties named on the signature pages thereof relating to the Original
     Notes and (ii) any similar agreement that the Company and other parties may
     enter into in relation to any other Initial Notes, in each case as such
     agreement may be amended, modified or supplemented from time to time.

          "Regulation S" means Regulation S promulgated under the Securities
     Act.

          "Regulation S Global Note" means a Global Note in the form of Exhibit
     A hereto bearing the Global Note Legend and the Private Placement Legend
     and deposited with or on behalf of and registered in the name of the
     Depositary or its nominee, issued in an initial denomination equal to the
     outstanding principal amount of the Notes initially sold by the Initial
     Purchasers in reliance on Rule 903 of Regulation S.

          "Restricted Definitive Note" means a Definitive Note bearing the
     Private Placement Legend.

          "Restricted Global Note" means a Global Note bearing the Private
     Placement Legend.

          "Restricted Period" means the applicable distribution compliance
     period as set forth in Regulation S.

          "Restricted Subsidiary" of a Person means any Subsidiary of the
     referent Person that is not an Unrestricted Subsidiary.

          "Rule 144" means Rule 144 promulgated under the Securities Act.

          "Rule 144A" means Rule 144A promulgated under the Securities Act.


                                       41

<PAGE>

          "Rule 144A Global Note" means a Global Note in the form of Exhibit A
     hereto bearing the Global Note Legend and the Private Placement Legend and
     deposited with and registered in the name of the Depositary or its nominee,
     issued in an initial denomination equal to the outstanding principal amount
     of the Notes initially sold by the Initial Purchasers in reliance on Rule
     144A.

          "Rule 903" means Rule 903 promulgated under the Securities Act.

          "Rule 904" means Rule 904 promulgated under the Securities Act.

          "Securities Act" means the Security Act of 1933, as amended.

          "Series M Lien" means, with respect to any asset, any mortgage, lien,
     pledge, charge, security interest or encumbrance of any kind in respect of
     such asset, whether or not filed, recorded or otherwise perfected under
     applicable law, including any conditional sale or other title retention
     agreement, any lease in the nature thereof, any option or other agreement
     to sell or give a security interest in and any filing of or agreement to
     give any financing statement under the Uniform Commercial Code (or
     equivalent statutes) of any jurisdiction.

          "Series M Permitted Liens" means:

          (1)  Series M Liens securing any Indebtedness under a Credit Facility
               and all Obligations and Hedging Obligations relating to such
               Indebtedness;

          (2)  Series M Liens in favor of the Company or any Subsidiary
               Guarantors;

          (3)  Series M Liens on property of a Person existing at the time such
               Person is merged with or into or consolidated with the Company or
               any Restricted Subsidiary of the Company; provided that such
               Series M Liens were in existence prior to the contemplation of
               such merger or consolidation and do not extend to any assets
               other than those of the Person merged into or consolidated with
               the Company or the Restricted Subsidiary;

          (4)  Series M Liens on property existing at the time of acquisition of
               the property by the Company or any Restricted Subsidiary of the
               Company, provided that such Series M Liens were in existence
               prior to the contemplation of such acquisition;

          (5)  Series M Liens to secure the performance of statutory or
               regulatory obligations, surety or appeal bonds, performance bonds
               or other obligations of a like nature incurred in the ordinary
               course of business;

          (6)  Series M Liens existing on the original issue date of the Series
               M Notes (including the Series M Lien of the First Mortgage
               Indenture and the Series M Lien of the Indenture);


                                       42

<PAGE>

          (7)  Series M Liens for taxes, assessments or governmental charges or
               claims that are not yet delinquent or that are being contested in
               good faith by appropriate proceedings promptly instituted and
               diligently concluded; provided that any reserve or other
               appropriate provision as is required in conformity with GAAP has
               been made therefor;

          (8)  Series M Liens incurred in the ordinary course of business of the
               Company or any Restricted Subsidiary with respect to obligations
               (including Hedging Obligations) that do not exceed $35.0 million
               at any one time outstanding;

          (9)  Series M Liens securing Permitted Refinancing Indebtedness
               incurred to refinance Indebtedness that was previously so
               secured; provided that any such Series M Lien is limited to all
               or part of the same property or assets (plus improvements,
               accessions, proceeds or dividends or distributions in respect
               thereof) that secured (or, under the written arrangements under
               which the original Series M Lien arose, could secure) the
               Indebtedness being refinanced or is in respect of property that
               is the security for a Series M Permitted Lien hereunder;

          (10) Series M Liens on assets transferred to a Receivables Entity or
               on assets of a Receivables Entity, in either case, incurred in
               connection with a Qualified Receivables Transaction; and

          (11) Series M Liens, including pledges, rights of offset and bankers'
               liens, on deposit accounts, instruments, investment accounts and
               investment property (including cash, cash equivalents and
               marketable securities) from time to time maintained with or held
               by any financial and/or depository institutions, in each case
               solely to secure any and all obligations now or hereafter
               existing of the Company or any of its Subsidiaries in connection
               with any deposit account, investment account or cash management
               service (including ACH, Fedwire, CHIPS, concentration and zero
               balance accounts, and controlled disbursement, lockbox or
               restricted accounts) now or hereafter provided by any financial
               and/or depository institutions to or for the benefit of the
               Company, any of its Subsidiaries or any special purpose entity
               directly or indirectly providing loans to or making receivables
               purchases from the Company or any of its Subsidiaries.

          "Shelf Registration Statement" has the meaning set forth in the
     Registration Rights Agreement.

          "Significant Subsidiary" means any Subsidiary that would be a
     "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation
     S-X, promulgated pursuant to the Securities Act, as such Regulation is in
     effect on the date hereof.


                                       43

<PAGE>

          "Standard Securitization Undertakings" means representations,
     warranties, covenants and indemnities entered into by the Company or any
     Restricted Subsidiary of the Company which are reasonably customary in
     securitization of accounts receivable transactions.

          "Subsidiary" means, with respect to any specified Person:

          (1)  any corporation, association or other business entity of which
               more than 50% of the total voting power of shares of Capital
               Stock entitled (without regard to the occurrence of any
               contingency) to vote in the election of directors, managers or
               trustees of the corporation, association or other business entity
               is at the time owned or controlled, directly or indirectly, by
               that Person or one or more of the other Subsidiaries of that
               Person (or a combination thereof); and

          (2)  any partnership (a) the sole general partner or the managing
               general partner of which is such Person or a Subsidiary of such
               Person or (b) the only general partners of which are that Person
               or one or more Subsidiaries of that Person (or any combination
               thereof).

          "Subsidiary Guarantee" means any Guarantee of the Series M Notes to be
     executed by any Subsidiary of the Company pursuant to Section 1(u)(iii) of
     this Officer's Certificate (under the heading "Future Subsidiary
     Guarantees").

          "Subsidiary Guarantors" means any Subsidiary of the Company that
     executes a Subsidiary Guarantee in accordance with the provisions of the
     Indenture, and their respective successors and assigns.

          "Triggering Event" has the meaning assigned to it in Section 1(h) of
     this Officer's Certificate.

          "Unrestricted Definitive Note" means one or more Definitive Notes that
     do not bear and are not required to bear the Private Placement Legend.

          "Unrestricted Global Note" means a permanent Global Note in the form
     of Exhibit A attached hereto that bears the Global Note Legend and that has
     the "Schedule of Exchanges of Interests in the Global Note" attached
     thereto, and that is deposited with or on behalf of and registered in the
     name of the Depositary, representing a series of Notes that do not bear the
     Private Placement Legend.

          "Unrestricted Subsidiary" means any Subsidiary of the Company that is
     designated by the Board of Directors as an Unrestricted Subsidiary pursuant
     to a Board Resolution, but only to the extent that such Subsidiary:

          (1)  has no Indebtedness other than Non-Recourse Debt;


                                       44

<PAGE>

          (2)  is not party to any agreement, contract, arrangement or
               understanding with the Company or any Restricted Subsidiary of
               the Company unless the terms of any such agreement, contract,
               arrangement or understanding are no less favorable to the Company
               or such Restricted Subsidiary than those that might be obtained
               at the time from Persons who are not Affiliates of the Company;

          (3)  is a Person with respect to which neither the Company nor any of
               its Restricted Subsidiaries has any direct or indirect obligation
               (a) to subscribe for additional Equity Interests or (b) to
               maintain or preserve such Person's financial condition or to
               cause such Person to achieve any specified levels of operating
               results;

          (4)  has not guaranteed or otherwise directly or indirectly provided
               credit support for any Indebtedness of the Company or any of its
               Restricted Subsidiaries; and

          (5)  has at least one director on its Board that is not a director or
               executive officer of the Company or any of its Restricted
               Subsidiaries and has at least one executive officer that is not a
               director or executive officer of the Company or any of its
               Restricted Subsidiaries.

          Any designation of a Subsidiary of the Company as an Unrestricted
     Subsidiary shall be evidenced to the Trustee by filing with the Trustee a
     certified copy of the Board Resolution giving effect to such designation
     and an Officer's Certificate certifying that such designation complied with
     the preceding conditions. If, at any time, any Unrestricted Subsidiary
     would fail to meet the preceding requirements as an Unrestricted
     Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for
     purposes of the Indenture and any Indebtedness of such Subsidiary shall be
     deemed to be incurred by a Restricted Subsidiary of the Company as of such
     date.

          "U.S." means the United States of America.

          "U.S. Person" means a U.S. person as defined in Rule 902(o) under the
     Securities Act.

          "Voting Stock" of any Person as of any date means the Capital Stock of
     such Person that is at the time entitled to vote in the election of the
     Board of such Person.

          "Weighted Average Life to Maturity" means, when applied to any
     Indebtedness at any date, the number of years obtained by dividing:

          (1)  the sum of the products obtained by multiplying (a) the amount of
               each then remaining installment, sinking fund, serial maturity or
               other required payments of principal, including payment at final
               maturity, in respect of the Indebtedness, by (b) the number of
               years (calculated to the nearest


                                       45

<PAGE>

               one-twelfth) that shall elapse between such date and the making
               of such payment; by

          (2)  the then outstanding principal amount of such Indebtedness.

     (v) The Series M Notes shall have such other terms and provisions as are
     provided in the form thereof attached hereto as Exhibit A, and shall be
     issued in substantially such form.

     2. The undersigned has read all of the covenants and conditions contained
in the Indenture, and the definitions in the Indenture relating thereto,
relating to the issuance of the Series M Notes and in respect of compliance with
which this certificate is made.

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

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

     In the opinion of the undersigned, such conditions and covenants have been
complied with.


                                       46

<PAGE>

     IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate
as of the date first written above.


                                        ----------------------------------------
                                        Michael W. Yackira
                                        Executive Vice President and
                                        Chief Financial Officer

Acknowledged and Received on
January ___, 2006

THE BANK OF NEW YORK,
as Trustee


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

<PAGE>

                                    EXHIBIT A

                             FORM OF SERIES M NOTES

         [Insert the Global Note Legend, if applicable, pursuant to the
           provisions of the Indenture and the Officer's Certificate]

      [Insert the Private Placement Legend, if applicable, pursuant to the
           provisions of the Indenture and the Officer's Certificate]

                              NEVADA POWER COMPANY
         5.95% General and Refunding Mortgage Notes, Series M, due 2016

<TABLE>
<S>                               <C>                         <C>
Original Interest Accrual Date:   January 18, 2006            Redeemable: Yes [X] No [ ]
Stated Maturity:                  March 15, 2016              Redemption Date: See Below
Interest Rate:                    5.95%                       Redemption Price: See Below
Interest Payment Dates:           September 15 and March 15
Record Dates:                     September 1 and March 1
</TABLE>

                     The Security is not a Discount Security
              within the meaning of the within-mentioned Indenture.

                                   ----------

                                                   CUSIP No. ___________________

         5.95% General and Refunding Mortgage Notes, Series M, due 2016

No. R- __________                                                    $__________

promises to pay to Cede & Co. or registered assigns, the principal sum of
$_________ Dollars on March 15, 2016.

     1. Interest. Nevada Power Company, a Nevada corporation (the "Company"),
promises to pay interest on the principal amount of this Series M Note at 5.95%
per annum, from January 18, 2006 until maturity and shall pay the Liquidated
Damages payable pursuant to Section 5 of the Registration Rights Agreement
referred to below. The Company shall pay interest and Liquidated Damages, if
any, semi-annually in arrears on March 15 and September 15 of each year, or if
any such day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Series M Notes shall accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from Original Interest Accrual Date specified above; provided that if
there is no existing Default in the payment of interest, and if this Series M
Note is authenticated between a record date referred to on the face hereof and
the next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date, except in the case of the original issuance of
Series M Notes, in which case interest shall accrue from the Original Interest
Accrual Date specified above;


                                       A-1

<PAGE>

provided, further, that the first Interest Payment Date shall be September 15,
2006. The Company shall pay interest (including postpetition interest in any
proceeding under the Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand at the rate borne on the Series M Notes; it shall
pay interest (including post-petition interest in any proceeding under the
Bankruptcy Law) on overdue installments of interest and Liquidated Damages, if
any, (without regard to any applicable grace periods) from time to time on
demand at the same rate to the extent lawful. Interest shall be computed on the
basis of a 360-day year of twelve 30-day months.

     2. Method of Payment. The Company shall pay interest on the Series M Notes
(except Defaulted Interest) and Liquidated Damages to the Persons who are
registered Holders of Series M Notes at the close of business on the March 1 and
September 1 next preceding the Interest Payment Date, even if such Series M
Notes are canceled after such record date and on or before such Interest Payment
Date, except as provided in Section 3.07 of the Indenture with respect to
Defaulted Interest. The Series M Notes shall be payable as to principal, premium
and Liquidated Damages, if any, and interest at the office or agency of the
Company maintained for such purpose within the City and State of New York, or,
at the option of the Company, payment of interest and Liquidated Damages may be
made by check mailed to the Holders of Series M Notes at their addresses set
forth in the register of Holders, and provided that payment by wire transfer of
immediately available funds shall be required with respect to principal of, and
interest, premium and Liquidated Damages on, all Global Notes and all other
Series M Notes the Holders of which shall have provided wire transfer
instructions to the Company or the Paying Agent. Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.

     3. Paying Agent and Security Registrar. Initially, The Bank of New York,
the Trustee under the Indenture, shall act as Paying Agent and Security
Registrar. The Company may change any Paying Agent or Security Registrar without
notice to any Holder of Series M Notes. The Company or any of its Subsidiaries
may act in any such capacity.

     4. Indenture; Security. This Series M Note is one of a duly authorized
issue of Securities of the Company, issued and issuable in one or more series
under and equally secured by a General and Refunding Mortgage Indenture, dated
as of May 1, 2001 (such Indenture as originally executed and delivered and as
supplemented or amended from time to time thereafter, together with any
constituent instruments establishing the terms of particular Securities, being
herein called the "Indenture"), between the Company and The Bank of New York,
Trustee (herein called the "Trustee," which term includes any successor Trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the property mortgaged, pledged
and held in trust, the nature and extent of the security and the respective
rights, limitations of rights, duties and immunities of the Company, the Trustee
and the Holders of the Securities thereunder and of the terms and conditions
upon which the Securities are, and are to be, authenticated and delivered and
secured. The acceptance of this Series M Note shall be deemed to constitute the
consent and agreement by the Holder hereof to all of the terms and provisions of
the Indenture. This Series M Note is one of the series designated above. The
terms of the Series M Notes include those stated in the Indenture, the Officer's
Certificate dated January 18, 2006 (the "Officer's Certificate") and those made
part of


                                       A-2

<PAGE>

the Indenture by reference to the Trust Indenture Act. The Series M Notes are
subject to all such terms, and Holders of Series M Notes are referred to the
Indenture and such Act for a statement of such terms. To the extent any
provision of this Series M Note conflicts with the express provisions of the
Indenture or the Officer's Certificate, the provisions of the Indenture and the
Officer's Certificate shall govern and be controlling. The Series M Notes are
general obligations of the Company initially limited to $210,000,000 aggregate
principal amount in the case of Series M Notes issued on the Issue Date.

     All Outstanding Securities, including the Series M Notes, issued under the
Indenture are secured by the lien of the Indenture on the properties of the
Company described in the Indenture. The lien of the Indenture is junior, subject
and subordinate to the prior lien of the Indenture of Mortgage dated as of
October 1, 1953 between the Company and Deutsche Bank Trust Company Americas, as
trustee.

     5. Optional Redemption.

          (a) The Company may redeem the notes at any time, either in whole or
in part at a redemption price equal to the greater of (1) 100% of the principal
amount of the Series M Notes being redeemed and (2) the sum of the present
values of the remaining scheduled payments of principal and interest on the
Series M Notes being redeemed (excluding the portion of any such interest
accrued to the date of redemption) discounted (for purposes of determining
present value) to the redemption date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate (as defined below)
plus 30 basis points, plus, in each case, accrued interest thereon to the date
of redemption.

          "Comparable Treasury Issue" means the United States Treasury security
     selected by an Independent Investment Banker as having a maturity
     comparable to the remaining term of the Series M Notes that would be
     utilized, at the time of selection and in accordance with customary
     financial practice, in pricing new issues of corporate debt securities of
     comparable maturity to the remaining term of the Series M Notes.

          "Comparable Treasury Price" means, with respect to any redemption
     date, (1) the average of the bid and asked prices for the Comparable
     Treasury Issue (expressed in each case as a percentage of its principal
     amount) on the third business day preceding such redemption date, as set
     forth in the daily statistical release (or any successor release) published
     by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m.
     Quotations for U.S. Government Securities" or (2) if such release (or any
     successor release) is not published or does not contain such prices on such
     third business day, the Reference Treasury Dealer Quotation for such
     redemption date.

          "Independent Investment Banker" means one of the Reference Treasury
     Dealers appointed by the Company.

          "Reference Treasury Dealer" means a primary U.S. Government Securities
     Dealer selected by the Company.


                                       A-3

<PAGE>

          "Reference Treasury Dealer Quotation" means, with respect to the
     Reference Treasury Dealer and any redemption date, the average, as
     determined by the Independent Investment Banker, of the bid and asked
     prices for the Comparable Treasury Issue (expressed in each case as a
     percentage of its principal amount) quoted in writing to the Independent
     Investment Banker by such Reference Treasury Dealer at or before 5:00 p.m.,
     New York City time, on the third business day preceding such redemption
     date.

          "Treasury Rate" means, with respect to any redemption date, the rate
     per year equal to the semi-annual equivalent yield to maturity of the
     Comparable Treasury Issue, assuming a price for the Comparable Treasury
     Issue (expressed as a percentage of its principal amount) equal to the
     Comparable Treasury Price for such redemption date.

     6. Notice of Optional Redemption. Notice of optional redemption shall be
mailed at least 30 days but not more than 60 days before the Redemption Date to
each Holder whose Series M Notes are to be redeemed at its registered address.
Series M Notes in denominations larger than $1,000 may be redeemed in part but
only in whole multiples of $1,000, unless all of the Series M Notes held by a
Holder are to be redeemed. Notices of redemption may not be conditional. On and
after the redemption date, interest and Liquidated Damages, if any, cease to
accrue on Series M Notes or portions thereof called for redemption.

     7. Mandatory Redemption.

          (a) Other than in connection with clause (b) below or in connection
with a redemption at the option of the Holders of the Series M Notes in Section
8 below, the Company shall not be required to make mandatory redemption or
sinking fund payments with respect to the Series M Notes.

          (b) Upon the occurrence of the events described below in clauses (1)
or (2) of this paragraph 7(b), the Company shall be required to redeem the
Series M Notes immediately, at a Redemption Price equal to 100% of the aggregate
principal amount of the Series M Notes plus accrued and unpaid interest and
Liquidated Damages, if any, on the Series M Notes to the date of redemption,
without further action or notice on the part of the Trustee or the Holders of
the Series M Notes:

          (1)  the Company or any of its Subsidiaries that is a Significant
               Subsidiary or any group of Subsidiaries that, taken as a whole,
               would constitute a Significant Subsidiary pursuant to or within
               the meaning of Bankruptcy Law:

               (I)  commences a voluntary case,

               (II) consents to the entry of an order for relief against it in
                    an involuntary case,


                                       A-4

<PAGE>

               (III) consents to the appointment of a custodian of it or for all
                    or substantially all of its property,

               (IV) makes a general assignment for the benefit of its creditors,
                    or

               (V)  admits in writing of its inability to pay its debts
                    generally as they become due; or

          (2)  a court of competent jurisdiction enters an order or decree under
               any Bankruptcy Law that:

               (I)  is for relief against the Company or any of its Subsidiaries
                    that is a Significant Subsidiary or any group of
                    Subsidiaries that, taken as a whole, would constitute a
                    Significant Subsidiary in an involuntary case;

               (II) appoints a custodian of the Company or any of its
                    Subsidiaries that is a Significant Subsidiary or any group
                    of Subsidiaries that, taken as a whole, would constitute a
                    Significant Subsidiary or for all or substantially all of
                    the property of the Company or any of its Subsidiaries that
                    is a Significant Subsidiary or any group of Subsidiaries
                    that, taken as a whole, would constitute a Significant
                    Subsidiary; or

               (III) orders the liquidation of the Company or any of its
                    Subsidiaries that is a Significant Subsidiary or any group
                    of Restricted Subsidiaries that, taken as a whole, would
                    constitute a Significant Subsidiary;

               and the order or decree remains unstayed and in effect for 60
               consecutive days.

     8. Redemption at the Option of Holders. Upon the occurrence of any of the
following Triggering Events: (a) failure for 30 days to pay when due interest
on, or Liquidated Damages with respect to, the Series M Notes; (b) failure to
pay when due the principal of, or premium, if any, on the Series M Notes; (c)
failure by the Company or any of its Restricted Subsidiaries to comply with the
provisions described in Section 1(u)(ii) of the Officer's Certificate; (d)
failure by the Company or any of its Restricted Subsidiaries for 30 days after
notice to comply with the provisions described in Section 1(h)(iii) of the
Officer's Certificate; (e) failure by the Company or any of its Restricted
Subsidiaries for 60 days after notice to comply with any of the other agreements
in the Officer's Certificate or the Series M Notes; (f) default under any
mortgage, indenture or instrument under which there may be issued or by which
there may be secured or evidenced any Indebtedness for money borrowed by the
Company or any of its Restricted Subsidiaries (or the payment of which is
guaranteed by the Company or any of its Restricted Subsidiaries) whether such
Indebtedness or guarantee now exists, or is created after the original issue
date of the Series M Notes, if that default (i) is caused by a failure to pay
principal of, or interest or premium, if any, on such Indebtedness prior to the
expiration of the


                                       A-5

<PAGE>

grace period provided in such Indebtedness on the date of such default (a
"Payment Default") or (ii) results in the acceleration of such Indebtedness
prior to its express maturity, and, in each case, the principal amount of any
such Indebtedness, together with the principal amount of any other such
Indebtedness under which there has been a Payment Default or the maturity of
which has been so accelerated, aggregates $15.0 million or more; (g) failure by
the Company or any of its Subsidiaries to pay final judgments aggregating in
excess of $15.0 million, which judgments are not paid, discharged or stayed for
a period of 60 days; or (h) an event of default under the First Mortgage
Indenture (other than any such matured event of default which (i) is of similar
kind or character to the Triggering Event described in (c) or (e) above and (ii)
has not resulted in the acceleration of the securities outstanding under the
First Mortgage Indenture); provided, however, that, anything in the Officer's
Certificate to the contrary notwithstanding, the waiver or cure of such event of
default under the First Mortgage Indenture and the rescission and annulment of
the consequences thereof under the First Mortgage Indenture shall constitute a
cure of the corresponding Triggering Event and a rescission and annulment of the
consequences thereof, the Holders of at least 25% in principal amount of the
Series M Notes then Outstanding may deliver a notice to the Company requiring
the Company to redeem the Series M Notes immediately at a Redemption Price equal
to 100% of the aggregate principal amount of the Series M Notes plus accrued and
unpaid interest and Liquidated Damages, if any, on the Series M Notes to the
Redemption Date. The Holders of a majority in aggregate principal amount of the
Series M Notes then Outstanding by notice to the Company and the Trustee may on
behalf of the Holders of all of the Series M Notes waive any existing Triggering
Event and its consequences except a continuing Triggering Event related to the
payment of interest or Liquidated Damages on, or the principal of, the Series M
Notes. In the case of any Triggering Event by reason of any willful action or
inaction taken or not taken by or on behalf of the Company with the intention of
avoiding payment of the premium that the Company would have had to pay if the
Company then had elected to redeem the Series M Notes pursuant to the provisions
of Section 1(g)(i) of the Officer's Certificate relating to redemption at the
option of the Company, an equivalent premium equal to the premium payable under
Section 1(g)(i) shall also become and be immediately due and payable to the
extent permitted by law upon the redemption of the Series M Notes at the option
of the Holders thereof.

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

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


                                       A-6

<PAGE>

     11. Amendment, Supplement and Waiver. The Indenture permits, with certain
exceptions as therein provided, the Trustee to enter into one or more
supplemental indentures for the purpose of adding any provisions to, or changing
in any manner or eliminating any of the provisions of, the Indenture with the
consent of the Holders of not less than a majority in aggregate principal amount
of the Securities of all series then Outstanding under the Indenture, considered
as one class; provided, however, that if there shall be Securities of more than
one series Outstanding under the Indenture and if a proposed supplemental
indenture shall directly affect the rights of the Holders of Securities of one
or more, but less than all, of such series, then the consent only of the Holders
of a majority in aggregate principal amount of the Outstanding Securities of all
series so directly affected, considered as one class, shall be required; and
provided, further, that if the Securities of any series shall have been issued
in more than one Tranche and if the proposed supplemental indenture shall
directly affect the rights of the Holders of Securities of one or more, but less
than all, of such Tranches, then the consent only of the Holders of a majority
in aggregate principal amount of the Outstanding Securities of all Tranches so
directly affected, considered as one class, shall be required; and provided,
further, that the Indenture permits the Trustee to enter into one or more
supplemental indentures for limited purposes without the consent of any Holders
of Securities. The Indenture also contains provisions permitting the Holders of
a majority in principal amount of the Securities then Outstanding, on behalf of
the Holders of all Securities, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Series M
Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Series M Note and of any Series M Note issued upon the
registration of transfer hereof or in exchange therefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Series M
Note.

     12. Events of Default. If an Event of Default shall occur and be
continuing, the principal of this Series M Note may be declared due and payable
in the manner and with the effect provided in the Indenture.

     13. No Recourse Against Others. As provided in the Indenture, no recourse
shall be had for the payment of the principal of or premium, if any, or interest
on any Securities, or any part thereof, or for any claim based thereon or
otherwise in respect thereof, or of the indebtedness represented thereby, or
upon any obligation, covenant or agreement under the Indenture, against, and no
personal liability whatsoever shall attach to, or be incurred by, any
incorporator, stockholder, officer or director, as such, past, present or future
of the Company or of any predecessor or successor corporation (either directly
or through the Company or a predecessor or successor corporation), whether by
virtue of any constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly agreed
and understood that the Indenture and all the Securities are solely corporate
obligations and that any such personal liability is hereby expressly waived and
released as a condition of, and as part of the consideration for, the execution
of the Indenture and the issuance of the Securities.

     14. Authentication. Unless the certificate of authentication hereon has
been executed by the Trustee or an Authenticating Agent by manual signature,
this Series M Note shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose.


                                       A-7

<PAGE>

     15. Transfer and Exchange.

          (a) As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Series M Note is registrable in the
Security Register, upon surrender of this Series M Note for registration of
transfer at the Corporate Trust Office of The Bank of New York in New York, New
York or such other office or agency as may be designated by the Company from
time to time, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Series M Notes of this series of authorized
denominations and of like tenor and aggregate principal amount, will be issued
to the designated transferee or transferees.

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

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

     16. Governing Law. THE SERIES M NOTES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     17. Definition of "Business Day" and Other Terms. As used herein, "Business
Day" shall mean any day, other than Saturday or Sunday, on which commercial
banks are open for business, including dealings in deposits in U.S. dollars, in
New York. All other terms used in this Series M Note which are defined in the
Indenture or the Officer's Certificate shall have the meanings assigned to them
in the Indenture or the Officer's Certificate, as applicable, unless otherwise
indicated.

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

     19. Additional Rights of Holders of Restricted Global Notes and Restricted
Definitive Notes. In addition to the rights provided to Holders of Series M
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of November 16, 2004 between Nevada Power Company and the
parties named on the signature pages thereof (the "Registration Rights
Agreement").

     20. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Series M Notes and the Trustee may use CUSIP
numbers in notices of redemption


                                       A-8

<PAGE>

as a convenience to Holders of Series M Notes. No representation is made as to
the accuracy of such numbers either as printed on the Series M Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

     The Company shall furnish to any Holder of Series M Notes upon written
request and without charge a copy of the Indenture and/or the Registration
Rights Agreement. Requests may be made to:

                              Nevada Power Company
                                  P.O. Box 230
                              6226 W. Sahara Avenue
                             Las Vegas, Nevada 89146
                       Attention: Chief Financial Officer


                                       A-9

<PAGE>

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

                                        NEVADA POWER COMPANY


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

                          CERTIFICATE OF AUTHENTICATION

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

Dated: January ___, 2006

                                        THE BANK OF NEW YORK, as Trustee


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


                                      A-10

<PAGE>

            SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE***

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

<TABLE>
<CAPTION>
                                                                           PRINCIPAL AMOUNT OF
                     AMOUNT OF DECREASE IN      AMOUNT OF INCREASE IN        THIS GLOBAL NOTE       SIGNATURE OF AUTHORIZED
                   PRINCIPAL AMOUNT OF THIS   PRINCIPAL AMOUNT OF THIS   FOLLOWING SUCH DECREASE    SIGNATORY OF TRUSTEE OR
DATE OF EXCHANGE          GLOBAL NOTE                GLOBAL NOTE              (OR INCREASE)             NOTE CUSTODIAN
----------------   ------------------------   ------------------------   -----------------------   ------------------------
<S>                <C>                        <C>                        <C>                       <C>

</TABLE>

----------
***  This should be included only if the Note is issued in global form.


                                      A-11

<PAGE>

                                 ASSIGNMENT FORM

  To assign this Series M Note, fill in the form below: (I) or (we) assign and
                         transfer this Series M Note to

--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

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

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

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

--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint
                        --------------------------------------------------------
to transfer this Series M Note on the books of the Company. The agent may
substitute another to act for him.

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

Date:
      -------------------


Your Signature:
                ----------------------------------------------------------------
                (Sign exactly as your name appears on the face of this Series M
                 Note)

                               SIGNATURE GUARANTEE


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

                                        Signatures must be guaranteed by an
                                        "eligible guarantor institution" meeting
                                        the requirements of the Security
                                        Registrar, which requirements include
                                        membership or participation in the
                                        Security Transfer Agent Medallion
                                        Program ("STAMP") or such other
                                        "signature guarantee program" as may be
                                        determined by the Security Registrar in
                                        addition to, or in substitution for,
                                        STAMP, all in accordance with the
                                        Securities Exchange Act of 1934, as
                                        amended.


                                      A-12

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Series M Note purchased by the Company
pursuant to Section 1(h)(iii) (Offer to Purchase upon Change of Control) of the
Officer's Certificate, check the box below:

     [ ] Section 1(h)(iii) (Offer to Purchase upon Change of Control)

     If you want to elect to have only part of the Series M Note purchased by
the Company pursuant to Section 1(h)(iii) (Offer to Purchase upon Change of
Control) of the Indenture, state the amount you elect to have purchased:

     $________________________

Date:
      ------------------------


Your Signature:
                ----------------------------------------------------------------
                (Sign exactly as your name appears on the face of the Series M
                Note)

Tax Identification No.:
                        --------------------------------------------------------

                               SIGNATURE GUARANTEE


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

                                        Signatures must be guaranteed by an
                                        "eligible guarantor institution" meeting
                                        the requirements of the Security
                                        Registrar, which requirements include
                                        membership or participation in the
                                        Security Transfer Agent Medallion
                                        Program ("STAMP") or such other
                                        "signature guarantee program" as may be
                                        determined by the Security Registrar in
                                        addition to, or in substitution for,
                                        STAMP, all in accordance with the
                                        Securities Exchange Act of 1934, as
                                        amended.


                                      A-13

<PAGE>

                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Nevada Power Company
P.O. Box 230
6226 W. Sahara Avenue
Las Vegas, Nevada 89146
Attention: Treasurer

The Bank of New York
101 Barclay Street, Floor 8W
New York, New York 10286
Attention: Corporate Trust Division - Corporate Finance Unit

     Re:  Nevada Power Company 5.95% General and Refunding Mortgage Notes,
          Series M, due 2016

     Reference is hereby made to the General and Refunding Mortgage Indenture,
dated as of May 1, 2001, as amended or supplemented (the "Indenture"), between
Nevada Power Company, as issuer (the "Company") and The Bank of New York, as
trustee and the Officer's Certificate dated January 18, 2006 governing the
Note[s] (the "Officer's Certificate"). Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture and the Officer's
Certificate.

     ____________________, (the "Transferor") owns and proposes to transfer the
Note[s] or interest in such in such Note[s] specified in Annex A hereto, in the
principal amount of $__________ in such Note[s] or interests (the "Transfer"),
to ____________________ (the "Transferee"), as further specified in Annex A
hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

     1. [ ] CHECK IF TRANSFEREE SHALL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
THE 144A GLOBAL NOTE OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO RULE 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the United States Securities Act of 1933, as amended (the "Securities Act"),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
shall be subject to the restrictions


                                       B-1

<PAGE>

on transfer enumerated in the Private Placement Legend printed on the 144A
Global Note and/or the Definitive Note and in the Officer's Certificate and the
Securities Act.

     2. [ ] CHECK IF TRANSFEREE SHALL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
THE REGULATION S GLOBAL NOTE OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO
REGULATION S. The Transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor
hereby further certifies that (i) the Transfer is not being made to a person in
the United States and (x) at the time the buy order was originated, the
Transferee was outside the United States or such Transferor and any Person
acting on its behalf reasonably believed and believes that the Transferee was
outside the United States or (y) the transaction was executed in, on or through
the facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act and (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made by a
"distributor" (within the meaning of Regulation S) prior to the expiration of
the Restricted Period, the transfer is not being made to a U.S. Person or for
the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon
consummation of the proposed transfer in accordance with the terms of the
Indenture and the Officer's Certificate, the transferred beneficial interest or
Definitive Note shall be subject to the restrictions on Transfer enumerated in
the Private Placement Legend printed on the Regulation S Global Note and/or the
Definitive Note and in the Officer's Certificate and the Securities Act.

     3. [ ] CHECK AND COMPLETE IF TRANSFEREE SHALL TAKE DELIVERY OF A DEFINITIVE
NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR
REGULATION S. The Transfer is being effected in compliance with the transfer
restrictions applicable to beneficial interests in Restricted Global Notes and
Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act and any applicable blue sky securities laws of any state of the
United States, and accordingly the Transferor hereby further certifies that
(check one):

          (a) [ ] such Transfer is being effected pursuant to and in accordance
with Rule 144 under the Securities Act;

                                       or

          (b) [ ] such Transfer is being effected to the Company or a subsidiary
thereof;

                                       or

          (c) [ ] such Transfer is being effected pursuant to an effective
registration statement under the Securities Act and in compliance with the
prospectus delivery requirements of the Securities Act; or


                                       B-2

<PAGE>

          (d) [ ] such Transfer is being effected to an accredited investor
within the meaning of Rule (501)(a)(1), (2), (3) or (7) under the Securities Act
("Institutional Accredited Investor") or pursuant to another exemption from the
registration requirements of the Securities Act other than Rule 144A, Rule 144
or Rule 904, and the Transferor hereby certifies that the Transfer complies with
the transfer restrictions applicable to beneficial interests in a Restricted
Global Note or Restricted Definitive Notes and the requirements of the exemption
claimed, which certification is supported by (1) if the Transfer is to an
Institutional Accredited Investor, a certificate executed by the Transferee in
the form of Exhibit D to the Officer's Certificate and (2) an Opinion of Counsel
provided by the Transferor or the Transferee (a copy of which the Transferor has
attached to this certificate) to the effect that such Transfer is in compliance
with the Securities Act. Upon consummation of the proposed transfer in
accordance with the terms of the Indenture and the Officer's Certificate, the
transferred beneficial interest or Definitive Note shall be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Global Note and/or the Definitive Notes and in the Officer's Certificate and
the Securities Act.

     4. [ ] CHECK IF TRANSFEREE SHALL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

          (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture, the Officer's
Certificate and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture and the Officer's
Certificate, the transferred beneficial interest or Definitive Note shall no
longer be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Officer's Certificate.

          (b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The
transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and the Officer's Certificate and any applicable blue
sky securities laws of any state of the United States and (ii) the restrictions
on transfer contained in the Indenture and the Officer's Certificate and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture and the Officer's Certificate, the transferred
beneficial interest or Definitive Note shall no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the Officer's
Certificate.

          (c) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance


                                       B-3

<PAGE>

with the transfer restrictions contained in the Indenture and the Officer's
Certificate and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Officer's Certificate and the Private Placement Legend are not required
in order to maintain compliance with the Securities Act. Upon consummation of
the proposed Transfer in accordance with the terms of the Indenture and the
Officer's Certificate, the transferred beneficial interest or Definitive Note
shall not be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Global Notes or Restricted Definitive
Notes and in the Officer's Certificate.

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

-------------------------------------
[Insert Name of Transferor]


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

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


                                       B-4

<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

1.   The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (A) OR (B)]

     (a)  [ ] a beneficial interest in the:

          (ii) [ ] 144A Global Note (CUSIP ___________), or

          (ii) [ ] Regulation S Global Note (CUSIP ___________); or

     (b)  [ ] a Restricted Definitive Note.

2.   After the Transfer the Transferee shall hold:

                                   [CHECK ONE]

     (a)  [ ] a beneficial interest in the:

          (i)  [ ] 144A Global Note (CUSIP ___________), or

          (ii) [ ] Regulation S Global Note (CUSIP ___________), or

          (iii) [ ] Unrestricted Global Note (CUSIP ___________); or

     (b)  [ ] a Restricted Definitive Note.

     (c)  [ ] an Unrestricted Definitive Note,

in accordance with the terms of the Indenture and the Officer's Certificate.


                                       B-5

<PAGE>

                                    EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Nevada Power Company
P.O. Box 230
6226 W. Sahara Avenue
Attention: Treasurer
Las Vegas, Nevada 89146

The Bank of New York
101 Barclay Street, Floor 8W
New York, New York 10286
Attention: Corporate Trust Division - Corporate Finance Unit

     Re:  Nevada Power Company 5.95% General and Refunding Mortgage Notes,
          Series M, due 2016

                              (CUSIP ____________)

     Reference is hereby made to the General and Refunding Mortgage Indenture,
dated as of May 1, 2001, as amended or supplemented (the "Indenture"), between
Nevada Power Company, as issuer (the "Company") and The Bank of New York, as
trustee, and the Officer's Certificate dated January 18, 2006 governing the
Note[s] (the "Officer's Certificate"). Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture and the Officer's
Certificate.

     ____________________ (the "Owner") owns and proposes to exchange the
Note[s] or interest in such Note[s] specified herein, in the principal amount of
$______________ in such Note[s] or interests (the "Exchange"). In connection
with the Exchange, the Owner hereby certifies that:

     1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN AN UNRESTRICTED GLOBAL NOTE

          (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the "Securities Act"), (iii) the restrictions on transfer
contained in the Indenture, the Officer's Certificate and the Private Placement
Legend are not required in order to maintain


                                       C-1

<PAGE>

compliance with the Securities Act and (iv) the beneficial interest in an
Unrestricted Global Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

          (b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture, the
Officer's Certificate and the Private Placement Legend are not required in order
to maintain compliance with the Securities Act and (iv) the Definitive Note is
being acquired in compliance with any applicable blue sky securities laws of any
state of the United States.

          (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficiary interest in
an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture, the Officer's Certificate and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.

          (d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture, the Officer's Certificate and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the Unrestricted Definitive Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.

     2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES

          (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial


                                       C-2

<PAGE>

interest in a Restricted Global Note for a Restricted Definitive Note with an
equal principal amount, the Owner hereby certifies that the Restricted
Definitive Note is being acquired for the Owner's own account without transfer.
Upon consummation of the proposed Exchange in accordance with the terms of the
Indenture and the Officer's Certificate, the Restricted Definitive Note issued
shall continue to be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Definitive Note and in the
Officer's Certificate and the Securities Act.

          (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the

                                   [CHECK ONE]

[ ] 144A Global Note                                [ ] Regulation S Global Note

with an equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer and (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, and in compliance with any applicable blue sky securities
laws of any state of the United States. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture and the Officer's
Certificate, the beneficial interest issued shall be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the relevant
Restricted Global Note and in the Officer's Certificate and the Securities Act.

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

                                        ----------------------------------------
                                        [Insert Name of Owner]


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

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


                                       C-3

<PAGE>

                                    EXHIBIT D

       FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Nevada Power Company
P.O. Box 230
6226 W. Sahara Avenue
Las Vegas, Nevada 89146
Attention: Treasurer

The Bank of New York
101 Barclay Street, Floor 8W
New York, New York 10286
Attention: Corporate Trust Division - Corporate Finance Unit

     Re:  Nevada Power Company 5.95% General and Refunding Mortgage Notes,
          Series M, due 2016

     Reference is hereby made to the General and Refunding Mortgage Indenture,
dated as of May 1, 2001, as amended or supplemented (the "Indenture"), among
Nevada Power Company, as issuer (the "Company") and The Bank of New York, as
trustee, and the Officer's Certificate dated January 18, 2006 governing the
Notes (the "Officer's Certificate"). Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture and the Officer's
Certificate.

     In connection with our proposed purchase of $______________ aggregate
principal amount of:

          (a) [ ] a beneficial interest in a Global Note, or

          (b) [ ] a Definitive Note,

          we confirm that:

1.   we are an "accredited investor" within the meaning of Rule 501(a)(1), (2),
     (3) or (7) under the Securities Act of 1933, as amended (the "Securities
     Act"), or an entity in which all of the equity owners are accredited
     investors within the meaning of Rule (501)(a)(1), (2), (3) or (7) under the
     Securities Act (an "institutional accredited investor");

2.   (i)(A) any purchase of the Notes by us shall be for our own account or for
     the account of one or more other institutional accredited investors or as
     fiduciary for the account of one or more trusts, each of which is an
     "accredited investor" within the meaning of Rule 501(a)(7) under the
     Securities Act and for each of which we exercise sole investment discretion
     or (B) we are a "bank," within the meaning of Section 3(a)(2) of the
     Securities Act, or a "savings and loan association" or other institution
     described in Section


                                       D-1

<PAGE>

     3(a)(5)(A) of the Securities Act that is acquiring Notes as fiduciary for
     the account of one or more institutions for which we exercise sole
     investment discretion;

3.   in the event that we purchase any Notes, we shall acquire Notes having a
     minimum purchase price of not less than $250,000 for our own account and
     for each separate account for which we are acting;

4.   we have such knowledge and experience in financial and business matters
     that we are capable of evaluating the merits and risks of purchasing Notes;

5.   we are not acquiring the Notes with a view to any distribution thereof in a
     transaction that would violate the Securities Act or the securities laws of
     any State of the United States or any other applicable jurisdictions,
     provided that the disposition of our property and the property of any
     accounts for which we are acting as fiduciary shall remain at all times
     within our control;

6.   we have received a copy of the Offering Memorandum relating to the offering
     of the Notes and acknowledge that we have had access to such financial and
     other information, and have been afforded the opportunity to ask such
     questions of representatives of the Company and receive answers thereto, as
     we deem necessary in connection with our decision to purchase the Notes;
     and

7.   (vii)(a) we are not an employee benefit plan or other arrangement that is
     subject to the Employee Retirement Income Security Act of 1974, as amended,
     or Section 4975 of the Internal Revenue Code of 1986, as amended, or an
     entity whose underlying assets include assets of such a plan or arrangement
     (pursuant to 29 C.F.R. Section 2510.3-101 or otherwise), and we are not
     purchasing (and shall not hold) the Notes on behalf of, or with the assets
     of, any such plan, arrangement or entity; or (b) our purchase and holding
     of the Notes are completely covered by the full exemptive relief provided
     by U.S. Department of Labor Prohibited Transaction Class Exemption 96-23,
     95-60, 91-38, 90-1 or 84-14.

          We understand that the Notes were offered in a transaction not
involving any public offering in the United States within the meaning of the
Securities Act and that the Notes have not been registered under the Securities
Act or any state securities laws, and they were offered for resale in
transactions not requiring registration under the Securities Act. We agree on
our own behalf and on behalf of any investor account for which we are purchasing
the Notes, and each subsequent holder of the Notes by its acceptance of the
Notes will agree, to offer, sell or otherwise transfer such notes prior to (x)
the date which is two years (or such shorter period of time as permitted by Rule
144(k) under the Securities Act or any successor provision thereunder) after the
later of the date of the original issue of the Notes and the last date on which
the Company or any of its affiliates were the owner of such Notes (or any
predecessor thereto) or (y) such later date, if any, as may be required by
applicable law (the "Resale Restriction Termination Date") only: (1) to the
Company; (2) pursuant to a registration statement which has been declared
effective under the Securities Act; (3) for so long as the Notes are eligible
for resale pursuant to Rule 144A, to a person it reasonably believes is a
"qualified institutional buyer" (as defined in Rule 144A under the Securities
Act) that purchases for its own account or for the account of a qualified
institutional buyer to whom notice is given that the transfer is being made


                                       D-2

<PAGE>

in reliance on Rule 144A; (4) pursuant to offers and sales to Non-U.S. Persons
that occur outside the United States within the meaning of Regulation S under
the Securities Act; or (5) pursuant to any other available exemption from the
registration requirements of the Securities Act, subject in each of the
foregoing cases to any requirements of law that the disposition of its property
or the property of such investor account or accounts be at all times within its
or their control and in compliance with any applicable state securities laws.
Subject to the procedures set forth under Section 1(q)(v) of the Officer's
Certificate, prior to any proposed transfer of the Notes (otherwise than
pursuant to an effective registration statement) within the period referred to
in Rule 144(k) under the Securities Act with respect to such transfer, the
Holder of the Notes must check the appropriate box set forth on the reverse of
its Notes relating to the manner of such transfer and submit the Notes to the
trustee. The foregoing restrictions on resale will not apply subsequent to the
Resale Restriction Termination Date. We acknowledge that the Company, the
trustee and the transfer agent and security registrar reserve the right prior to
any offer, sale or other transfer pursuant this paragraph, prior to the end of
the restrictive periods described in clauses (x) and (y) above, to require the
delivery of an opinion of counsel, certifications and/or other information
satisfactory to the Company, the trustee and the security registrar. We further
understand that any Notes we receive shall be in the form of definitive physical
certificates and that such certificates shall bear a legend reflecting the
substance of this paragraph.

          THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.

          We acknowledge that you and the Company shall rely upon the truth and
accuracy of our acknowledgments, confirmations and agreements in this letter.
Further, we acknowledge and agree that you and the Company are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or, official inquiry with respect to the
matters covered hereby.

                                        ----------------------------------------
                                        [Insert Name of Accredited Investor]


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

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


                                       D-3