CERTIFICATE OF TRUST
The undersigned, the trustees of CalEnergy Capital
Trust V, desiring to form a business trust pursuant to Delaware
Business Trust Act, 12 Del. C. ss. 3810, hereby certify as follows:
1. The name of the business trust being formed hereby
(the "Trust") is "CalEnergy Capital Trust V".
2. The name and business address of the trustee of
the Trust which has its principal place of busi-
ness in the State of Delaware is as follows:
The Bank of New York, Delaware
23 White Clay Center
Route 273
Newark, Delaware 19711
3. This Certificate of Trust shall be effective as of
the date of filing.
Dated: August 4, 1997
/s/ Steven A. McArthur
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Name: Steven A. McArthur
Title: Regular Trustee
/s/ Craig Hammett
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Name: Craig Hammett
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/ Walter N. Gitlin
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Name: Walter N. Gitlin
Title: Authorized Signatory