Exhibit 4.1
CERTIFICATE OF TRUST
The undersigned, the trustees of CalEnergy Capital Trust II,
desiring to form a business trust pursuant to Delaware Business Trust Act, 12
Del. C. Section 3810, hereby certify as follows:
(a) The name of the business trust being formed hereby (the
"Trust") is "CalEnergy Capital Trust II".
(b) The name and business address of the trustee of the Trust
which has its principal place of business in the State of
Delaware is as follows:
The Bank of New York, Delaware
23 White Clay Center
Route 273
Newark, Delaware 19711
(c) This Certificate of Trust shall be effective as of the date
of filing.
Dated: February 13, 1997
/s/ Steven A. McArthur
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Name: Steven A. McArthur
Title: Regular Trustee
/s/ John G. Sylvia
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Name: John G. Sylvia
Title: Regular Trustee
/s/ Gregory Abel
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Name: Gregory Abel
Title: Regular Trustee
THE BANK OF NEW YORK, DELAWARE, as
Delaware Trustee
By: /s/ Fred Clark
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Name: Fred Clark
Title: Authorized Signatory