8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported) August 18, 2009

Commission	Registrant, State of Incorporation,	I.R.S. employer	State of
File Number	Address of Principal Executive Offices	Identification	Incorporation
	and Telephone Number	Number
1-08788	NV ENERGY, INC.	88-0198358	Nevada
	6226 West Sahara Avenue
	Las Vegas, Nevada 89146
	(702) 402-5000
0-00508	SIERRA PACIFIC POWER	88-0044418	Nevada
	COMPANY d/b/a NV Energy
	P. O. Box 10100 (6100 Neil Road)
	Reno, Nevada 89520-0400 (89511)
	(775) 834-4011

None

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-1.1 Purchase Agreement, dated August 18, 2009

EX-4.2 Form of First Supplemental Officer's Certificate

EX-25.1 Statement of Eligibility of Trustee on Form T-1 of The Bank of New York Mellon

Item 8.01 – Other Events

Incorporation of Certain Documents by Reference

     On August 18, 2009, Sierra Pacific Power Company d/b/a NV Energy (“Sierra Pacific Power”), a wholly-owned subsidiary of NV Energy, Inc., entered into a purchase agreement with Barclays Capital Inc. and BNY Mellon Capital Markets, LLC, as representatives of the several underwriters party thereto, related to the issuance of an additional $150 million principal amount of Sierra Pacific Power’s 6% General and Refunding Mortgage Notes, Series M, due 2016 (the “Series M Notes”). Previously, Sierra Pacific Power issued and sold $300 million principal amount of the Series M Notes on March 23, 2006. The purchase agreement for the Series M Notes is filed herewith as Exhibit 1.1, the form of the Officer’s Certificate and the form of the First Supplemental Officer’s Certificate, which both set forth the terms of the Series M Notes, are filed herewith as Exhibits 4.1 and 4.2 and a Statement of Eligibility of the Trustee on Form T-1 is filed herewith as Exhibit 25.1.

     The Series M Notes are expected to be issued on or about August 21, 2009, subject to certain conditions stated in the purchase agreement. The Series M Notes will be issued under a shelf registration statement originally filed with the SEC on September 14, 2007 (No. 333-146100-01). Sierra Pacific Power has filed a prospectus supplement with the SEC in connection with the issuance of the Series M Notes.

     This Current Report on Form 8-K is being filed by Sierra Pacific Power for the purpose of filing exhibits to the registration statement for the issuance of the Series M Notes. All such exhibits are hereby incorporated by reference into the registration statement the prospectus and any related prospectus supplements by reference.

*      *      *

     This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, and there shall not be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The sale of securities by Sierra Pacific Power is being made only by means of a prospectus and related prospectus supplements.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits – The following exhibits are filed with this form 8-K:

Ex. 1.1	Purchase Agreement, dated August 18, 2009 between Barclays Capital Inc. and BNY Mellon Capital Markets, LLC as representatives of the several underwriters and Sierra Pacific Power Company
Ex. 4.1	Form of Officer’s Certificate establishing the terms of Sierra Pacific Power Company’s 6% General and Refunding Mortgage Notes, Series M, due 2016 (incorporated herein by reference from Exhibit 4.4 on the Form

	10-Q for the quarter ended March 31, 2006)
Ex. 4.2	Form of First Supplemental Officer’s Certificate
Ex. 25.1	Statement of Eligibility of Trustee on Form T-1 of The Bank of New York Mellon

Signatures

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have each duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

	NV Energy, Inc. (Registrant)
Date: August 19, 2009	By:	/s/ E. Kevin Bethel
		E. Kevin Bethel
		Chief Accounting Officer
	Sierra Pacific Power Company d/b/a NV Energy (Registrant)
Date: August 19, 2009	By:	/s/ E. Kevin Bethel
		E. Kevin Bethel
		Chief Accounting Officer

EX-1.1

Exhibit 1.1

SIERRA PACIFIC POWER COMPANY
d/b/a NV Energy

(a Nevada corporation)

$150,000,000

6% General and Refunding Mortgage Notes,

Series M, due 2016

(Additional Notes of Existing Series)

PURCHASE AGREEMENT

Dated: August 18, 2009

TABLE OF CONTENTS

		Page
SECTION 1.	Representations and Warranties by the Company		3
(a)	Representations and Warranties		3
	(i) Status as a Well-Known Seasoned Issuer		3
	(ii) Registration Statement, Prospectus and Disclosure at Time of Sale		3
	(iii) Incorporated Documents		5
	(iv) Independent Accountants		6
	(v) Financial Statements		6
	(vi) No Material Adverse Change in Business		6
	(vii) Good Standing of the Company		7
	(viii) Subsidiaries		7
	(ix) Capitalization		7
	(x) Authorization of Agreement		7
	(xi) Authorization of Indenture		7
	(xii) Authorization of Securities		7
	(xiii) Descriptions of Indenture and Securities		8
	(xiv) Absence of Defaults and Conflicts		8
	(xv) Labor		8
	(xvi) ERISA		8
	(xvii) Tax		9
	(xviii) Insurance		9
	(xix) Absence of Proceedings		9
	(xx) Exhibits		9
	(xxi) Possession of Licenses and Permits		9
	(xxii) Title to Property; Title Insurance		10
	(xxiii) Lien of Indenture		10
	(xxiv) Absence of Further Requirements		11
	(xxv) Leases		11
	(xxvi) Environmental Laws		11
	(xxvii) Investment Company Act		12
	(xxviii) Internal Controls		12
	(xxix) Compliance with Sarbanes Oxley		12
(b)	Officer’s Certificates		13
SECTION 2.	Sale and Delivery to Underwriters; Closing		13
(a)	Sale and Purchase of Securities		13
(b)	Payment and Delivery
SECTION 3.	Covenants of the Company		13
(a)	Preparation and Filing of Final Term Sheet		13
(b)	Compliance with Securities Regulations and Commission Requests; Payment of Filing Fees		14
(c)	Filing of Amendments and Exchange Act Documents		14

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		Page
(d)	Delivery of Registration Statements		15
(e)	Delivery of Prospectuses		15
(f)	Continued Compliance with Securities Laws		15
(g)	Blue Sky Qualifications		16
(h)	Rule 158		16
(i)	Use of Proceeds		16
(j)	Restriction on Sale of Securities		16
(k)	Reporting Requirements		16
(l)	Issuer Free Writing Prospectuses		16
SECTION 4.	Payment of Expenses		17
(a)	Expenses Payable by the Company		17
(b)	Expenses Payable by the Underwriters		17
(c)	Expenses upon Termination of Agreement		17
SECTION 5.	Conditions of Underwriters’ Obligations		17
(a)	Effectiveness of Registration Statement; Filing of Prospectus; Payment of Filing Fee		18
(b)	Opinions of Counsel for Company		18
(c)	Opinion of Counsel for Underwriters		18
(d)	Officers’ Certificate		18
(e)	Accountants’ Comfort Letter		19
(f)	Bring-down Comfort Letter		19
(g)	Maintenance of Ratings		19
(h)	Title Policy		19
(i)	Additional Documents		19
(j)	Termination of Agreement		20
SECTION 6.	Indemnification		20
(a)	Indemnification of Underwriters		20
(b)	Indemnification of Company, Directors and Officers		20
(c)	Actions against Parties; Notification		20
(d)	Settlement without Consent if Failure to Reimburse		20
SECTION 7.	Contribution		22
SECTION 8.	Representations, Warranties and Agreements to Survive Delivery		23
SECTION 9.	Termination of Agreement		23
(a)	Termination; General		23
(b)	Liabilities		23

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			Page
SECTION 10.	Default by One or More of the Underwriters		24
SECTION 11.	Notices		24
SECTION 12.	No Advisory or Fiduciary Relationship		24
SECTION 13.	Parties		25
SECTION 14.	Governing Law		25
SECTION 15.	Waiver of Trial by Jury		25
SECTION 16.	Time		25
SECTION 17.	Counterparts		25
SECTION 18.	Effect of Headings		25
SCHEDULES
Schedule A — List of Underwriters and Principal amount of Securities to be purchased by Each		Sch A-1
Schedule B — Final Term Sheet		Sch B-1
Schedule C — List of All Issuer General Use Free Writing Prospectuses		Sch C-1
EXHIBITS
Exhibit A — Form of Opinion of Woodburn & Wedge			A-1
Exhibit B — Form of Opinion of Choate, Hall & Stewart LLP			B-1

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SIERRA PACIFIC POWER COMPANY
d/b/a NV Energy
(a Nevada corporation)

$150,000,000

6% General and Refunding Mortgage Notes, Series M, due 2016

PURCHASE AGREEMENT

August 18, 2009

Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019

BNY Mellon Capital Markets, LLC
One Wall Street
New York, New York 10286

As Representatives of the Several Underwriters

Ladies and Gentlemen:

          Sierra Pacific Power Company d/b/a NV Energy, a Nevada corporation (the “Company”), confirms its agreement with Barclays Capital Inc. (“Barclays”) and BNY Mellon Capital Markets, LLC (“BNY”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriters substituted as hereinafter provided in Section 10 hereof), for whom Barclays and BNY are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in Schedule A hereto of $150,000,000 in aggregate principal amount of the Company’s 6% General and Refunding Mortgage Notes, Series M, due 2016 (the “Securities”).

          The Securities are to be issued as part of a series of notes under the General and Refunding Mortgage Indenture, dated as of May 1, 2001, between the Company and The Bank of New York Mellon (formerly The Bank of New York), trustee (the “Trustee”), as amended and supplemented by various instruments including the officer’s certificate, dated March 23, 2006, establishing the terms of the Securities (the “Original Officer’s Certificate”), which Original Officer’s Certificate is to be amended by a First Supplemental Officer’s Certificate, dated August 21, 2009 (the “First Supplemental Officer’s Certificate”; the Original Officer’s Certificate, as so amended, the “Officer’s Certificate” and such indenture, as so amended, the “Indenture”). The Company issued $300,000,000 in aggregate principal amount of notes of the same series on March 23, 2006.

          The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered.

          The Company has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (No. 333-146100-01), including the related preliminary prospectus or prospectuses, which registration statement became effective upon filing under Rule 462(e) of the rules and regulations of the Commission (the “1933 Act Regulations”) under the Securities Act of 1933, as amended (the “1933 Act”). Such registration statement at any given time, including the amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the documents otherwise deemed to be a part thereof or included therein by 1933 Act Regulations at such time, is herein called the “Registration Statement”.

          Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the 1933 Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the 1933 Act Regulations. Any information included in such prospectus that was omitted from the Registration Statement but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information”.

          Each prospectus used in connection with the offering of the Securities that omitted Rule 430B Information (other than a “free writing prospectus” that is not a Permitted Free Writing Prospectus (as hereinafter defined)) is herein called a “preliminary prospectus” and such term shall be deemed to include all documents otherwise deemed to be a part thereof or included therein by the 1933 Act.

          The final prospectus relating to the Securities in the form first filed with the Commission, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of such filing and any preliminary prospectuses that form a part thereof, is herein called the “Prospectus”.

          All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by 1933 Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be.

          All references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), which is incorporated by reference in or otherwise deemed by 1933 Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

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          For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”).

     SECTION 1. Representations and Warranties by the Company.

     (a) Representations and Warranties. The Company represents and warrants to each Underwriter as of the Execution Time, as of the Applicable Time referred to in Section 1(a)(ii) hereof and as of the Closing Time referred to in Section 2(b) hereof, and agrees with each Underwriter, as follows:

     (i) Status as a Well-Known Seasoned Issuer. (A) At the time of the initial filing of the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the earliest time after each of the times referred to in (A) and (B) above that the Company or another offering participant made a bona fide offer within the meaning of Rule 164(h)(2) of the 1933 Act Regulations, (D) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933 Act Regulations) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the 1933 Act Regulations, (E) at the date and time that the Registration Statement is deemed to be effective with respect to the Underwriters pursuant to Rule 430B(f)(2) (the “Effective Time”), (F) at the Execution Time and (G) at the Closing Time, (X) each of the Company and NV Energy, Inc., a Nevada corporation of which the Company is a wholly-owned subsidiary, was, is and will be a “well-known seasoned issuer”, as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”) and (Y) the Company was not, is not and will not be an “ineligible issuer”, as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, and the Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on a Rule 405 “automatic shelf registration statement”. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the 1933 Act Regulations objecting to the use of the automatic shelf registration statement form.

     (ii) Registration Statement, Prospectus and Disclosure at Time of Sale. The Registration Statement became effective upon filing under Rule 462(e) of the 1933 Act Regulations (“Rule 462(e)”) on September 14, 2007, and any post-effective amendment thereto shall also become effective upon filing with the Commission under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with.

          Any offer that is a written communication relating to the Securities made prior to the initial filing of the Registration Statement by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) of the 1933 Act Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 of the

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1933 Act Regulations (“Rule 163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163.

          At each of the times specified in paragraph (a)(i) above, the Registration Statement complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

          At the date of the Prospectus and at the Closing Time, the Prospectus (without regard to any amendment or supplement thereto) will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time that any amendment or supplement to the Prospectus is issued and at the Closing Time, the Prospectus as so amended or supplemented will not include an untrue statement of a material fact and will not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

          Each preliminary prospectus (including the prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with the 1933 Act Regulations.

          Each preliminary prospectus and the Prospectus, as delivered to the Underwriters for use in connection with this offering, was and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

          As of the Applicable Time, as of the Execution Time and as of the Closing Time neither (x) the Statutory Prospectus (as defined below) and the Final Term Sheet or any other Issuer General Use Free Writing Prospectuses (as defined below) issued at or prior to the Applicable Time (as defined below), all considered together (collectively, the “Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Disclosure Package, included, includes or will include any untrue statement of a material fact or omitted, omits or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

          As used in this subsection and elsewhere in this Agreement:

          “Applicable Time” means 3:15 P.M. (Eastern Time) on August 18, 2009 or such other time as agreed by the Company and the Representatives.

          “Execution Time” means the time this Agreement became effective as a binding agreement, as evidenced by the delivery by each party hereto to the other of a signed counterpart hereof, as hereinafter contemplated.

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          “Final Term Sheet” means the final term sheet reflecting the final terms of the Securities in the form attached hereto as Schedule B.

          “Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations (“Rule 433”), relating to the Securities that (i) is required to be filed with the Commission by the Company, (ii) is a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

          “Issuer General Use Free Writing Prospectus” means the Final Term Sheet and any other Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Schedule C hereto.

          “Issuer Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.

          “Permitted Free Writing Prospectus” has the meaning specified in Section 3(l) hereof.

          “Statutory Prospectus” as of any time means the prospectus relating to the Securities that is included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof.

          Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities or until any earlier date that the Company notified or notifies the Representatives as described in Section 3(f), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified.

          The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein.

     (iii) Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission thereunder (the “1934 Act Regulations”), and, when read together with the other information in the Prospectus, at each of the times specified in paragraph (a)(i) above and at the Applicable Time, did not and will not contain an untrue statement of a material fact or omit to state a

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material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

     (iv) Independent Accountants. Deloitte & Touche LLP, which certified certain of the financial statements and supporting schedules of the Company and its consolidated subsidiaries included in the Registration Statement and whose report appears in the Registration Statement (A) is a registered public accounting firm and is independent with respect to the Company and its subsidiaries, each within the meaning of the 1934 Act and (B) is in compliance with subsections (g), (h), (j), (k) and (l), and, to our knowledge, (b), of Section 10A of the 1934 Act with respect to the Company and its subsidiaries.

     (v) Financial Statements. The financial statements included in the Registration Statement, the Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and the results of operations, changes in stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and the absence of complete notes (to the extent permitted by the 1934 Act Regulations); said financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis, except as noted therein, throughout the periods involved. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement, the Disclosure Package and Prospectus present fairly the information shown therein, subject as aforesaid with respect to the unaudited interim financial statements, and have been compiled on a basis consistent with that of the audited financial statements included therein. The financial statements included in the Registration Statement, Disclosure Package and Prospectus do not contain non-GAAP financial measures within the meaning of Regulation G or Item 10 of Regulation S-K of the Commission. Except as disclosed in the Registration Statement, Disclosure Package and Prospectus, neither the Company nor any of its subsidiaries has any off-balance sheet arrangements of the character contemplated by Item 303 of Regulation S-K or otherwise by Section 13(j) of the 1934 Act, or has any other contingent obligation or liability, which, in any case, is material, or is reasonably likely to be material, to the Company and its consolidated subsidiaries considered as one enterprise.

     (vi) No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Disclosure Package or the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change, or any development which is reasonably likely to result in a material adverse change, in the condition, financial or otherwise, results of operations or business affairs of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (any such change or development, a “Material Adverse Change”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

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     (vii) Good Standing of the Company. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Nevada and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not have a material adverse effect, and would not result in any development which is reasonably likely to have a material adverse effect, on the condition, financial or otherwise, results of operations or business affairs of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (any such effect or development, a “Material Adverse Effect”).

     (viii) Subsidiaries. None of the subsidiaries of the Company is a “significant subsidiary” within the meaning of Rule 405.

     (ix) Capitalization. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Disclosure Package and the Prospectus. The shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable and are owned by NV Energy, Inc.; none of the issued and outstanding shares of capital stock of the Company was issued in violation of any preemptive or other similar rights of any securityholder of the Company.

     (x) Authorization of Agreement. The Company has all corporate power and authority necessary to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company.

     (xi) Authorization of Indenture. The Indenture has been duly authorized by the Company, and the Indenture (excluding the First Supplemental Officer’s Certificate) has been duly executed and delivered by the Company; and the Indenture (excluding the First Supplemental Officer’s Certificate) constitutes, and, at the Closing Time, the Indenture will constitute, a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of mortgagees’ and other creditors’ rights generally and general principles of equity including an implied covenant of good faith and fair dealing (regardless of whether enforcement is considered in a proceeding in equity or at law) (all such laws and principles of equity being hereinafter sometimes called, collectively, the “Enforceability Exceptions”). The Indenture has been duly qualified under the 1939 Act.

     (xii) Authorization of Securities. The Securities have been duly authorized and, at the Closing Time, will have been duly executed and delivered by the Company and, when the Securities have been authenticated and delivered by the Trustee and issued and delivered by the Company against payment of the purchase price therefor as provided in this Agreement, the Securities, will constitute valid and binding obligations of the Company, enforceable against the

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Company in accordance with their terms, except as the enforcement thereof may be limited by the Enforceability Exceptions, will be in the form contemplated by the Indenture and will be entitled to the benefits and security of the Indenture ratably with all other securities outstanding thereunder.

     (xiii) Descriptions of Indenture and Securities. The Indenture and the Securities will conform in all material respects to the respective statements relating thereto contained in the Registration Statement, the Disclosure Package and the Prospectus and will be in substantially the respective forms last delivered to the Underwriters prior to the Closing Time.

     (xiv) Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, “Agreements and Instruments”) except for such defaults as would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement, the Indenture and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby or in the Disclosure Package and the Prospectus (including the offering, sale, issuance and delivery of the Securities, the use of the proceeds from the sale of the Securities as described in the Disclosure Package and the Prospectus) and the performance by the Company of its obligations under this Agreement, the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or a Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, the Agreements and Instruments except for such conflicts, breaches or defaults or liens, charges or encumbrances that, singly or in the aggregate, would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

     (xv) Labor. No labor disturbance by the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company or any of its subsidiaries, is imminent, which might be expected to have a Material Adverse Effect.

     (xvi) ERISA. The Company is in compliance in all material respects with all applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”); no “reportable event” (as defined in ERISA) has occurred with respect to any “pension plan” (as defined in

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ERISA) for which the Company would have any material liability; the Company has not incurred and the Company does not expect to incur material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan” or (ii) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the “Code”); and each “pension plan” for which the Company would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and to the Company’s knowledge nothing has occurred, whether by action or by failure to act, which might reasonably be expected to cause the loss of such qualification.

     (xvii) Tax. Each of the Company and its subsidiaries has filed all federal, state and local income and franchise tax returns required to be filed through the date hereof and has paid all taxes due thereon, and no tax deficiency has been determined adversely to the Company or any of its subsidiaries which has had, nor does the Company have any knowledge of any tax deficiency which, if determined adversely to the Company or any of its subsidiaries, might reasonably be expected to have, a Material Adverse Effect.

     (xviii) Insurance. The Company and its subsidiaries carry, or are covered by, insurance in such amounts and covering such risks that the Company reasonably believes is adequate for the conduct of its business and the value of its properties and as is customary for companies engaged in similar businesses in similar industries.

     (xix) Absence of Proceedings. Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries that, singly or in the aggregate, if determined adversely to the Company or such subsidiaries, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder.

     (xx) Exhibits. There are no contracts or documents which are required to be described in the Registration Statement, the Disclosure Package, the Prospectus or the documents incorporated by reference therein or to be filed as exhibits thereto which have not been so described and filed as required.

     (xxi) Possession of Licenses and Permits. The Company and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them except where the failure to possess such Governmental Licenses would not have a Material Adverse Effect; the Company and its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse

9

Effect; and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

     (xxii) Title to Property; Title Insurance. (A) The Company has good and marketable title to all real property, and good title to all other property, owned by it including, without limitation, property which is or is to be specifically or generally described or referred to in the Indenture as being subject to the lien thereof, subject only to the Lien (as defined in the Indenture) of the Indenture and other Permitted Liens (as defined in the Indenture); and the descriptions of all such property contained or referred to in the Indenture are correct in all material respects and adequate for purposes of the Lien purported to be created by the Indenture.

          (B) The Company has obtained and delivered to the Trustee policies of title insurance and endorsements thereto which (I) cover (x) the Company’s real properties used in connection with the generation of electric power from the generating facilities known as the Tracy Power Plant, the Fort Churchill Power Plant and the Valmy Power Plant, all of which are located in the State of Nevada, and (y) all other real properties of the Company located in Nevada that were owned in fee title as of April 16, 2004, (II) have an aggregate face amount of $420,000,000, (III) contain “first loss payable” and “last dollar” endorsements and (IV) are in full force and effect.

          (C) The Company has obtained and delivered to the Trustee a policy of title insurance (No. 2289307) which (I) covers all real properties of the Company located in the State of California that were owned in fee title as of November 22, 2006, (II) has a face amount of $250,000,000, (III) contains “first loss payable” and “last dollar” endorsements and (IV) is in full force and effect.

     (xxiii) Lien of Indenture. The Indenture (excluding the First Supplemental Officer’s Certificate) constitutes, and, at the Closing Time, the Indenture will constitute, a valid mortgage lien on and security interest in the property which is specifically or generally described or referred to therein as being subject to the Lien thereof, subject to no Lien prior to the Lien thereof except other Permitted Liens; the Indenture (excluding the First Supplemental Officer’s Certificate) by its terms effectively subjects, and, at and after the Closing Time, the Indenture will effectively subject, to the Lien thereof all property located in the State of Nevada and the State of California (except property of the kinds specifically excepted from the Lien thereof) acquired by the Company after the date of the execution and delivery thereof, subject to no Lien prior to the Lien thereof except (i) other Permitted Liens, (ii) any Lien on such property existing at the time of such acquisition, (iii) and any Lien for unpaid portions of the purchase price of such property placed thereon at the time of such acquisition, (iv) as otherwise provided in Article XIII of the Indenture and (v) possible claims of a trustee in bankruptcy and possible claims and taxes of the federal government; and the Indenture has been duly recorded or filed for recordation as a mortgage of real estate, and any required filings with respect to personal property and fixtures subject to the Lien of the Indenture have been duly made, in each place in which such recording or filing is required to protect, preserve and perfect the Lien of the Indenture, and all taxes and recording and filing fees required to be paid with respect to the

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execution, recording or filing of the Indenture, the filing of financing statements and similar documents and the issuance of the Securities have been paid.

     (xxiv) Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the execution or delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder or the consummation by the Company of the transactions contemplated hereby, including, without limitation, the execution and delivery by the Company of the Officer’s Certificate, the offering, sale, issuance or delivery by the Company of the Securities and the performance by the Company of its obligations under the Indenture and the Securities except such as (A) have been already obtained and (B) may be required under state securities laws. Without limiting the generality of the foregoing, (C) the final order of the Public Utilities Commission of Nevada in Docket No. 07-03005, which authorizes all of the foregoing, including the issuance and sale of the Securities, remains in full force and effect and (D) Decision 00-03-049 of the Public Utilities Commission of the State of California, which exempts the Company’s securities transactions from the requirements of Sections 816 through 830 of the Public Utilities Code of California, remains in full force and effect; such final order and such decision are not the subject of any reconsideration, appeal or other review; and any reconsideration, appeal or other review of such final order and/or such decision subsequent to the date hereof, if made, would not impair (E) the validity of the execution and delivery by the Company of this Agreement or the consummation by the Company of the transactions contemplated hereby or (F) the validity or enforceability of the Securities or the obligations of the Company hereunder or under the Indenture.

     (xxv) Leases. All of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or sublease.

     (xxvi) Environmental Laws. Except as described in the Registration Statement, the Disclosure Package and the Prospectus and except such matters as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries have all permits, authorizations

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and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of its subsidiaries.

     (xxvii) Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities contemplated herein and the application of the net proceeds thereof as contemplated in the Disclosure Package and the Prospectus will not be required, to register as an “investment company” or an entity “controlled” by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

     (xxviii) Internal Controls. (A) The Company has devised and established and maintains the following, among other, internal controls (without duplication):

          (I) a system of “internal accounting controls” as contemplated in Section 13(b)(2)(B) of the 1934 Act;

          (II) “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the 1934 Act; and

          (III) “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the 1934 Act) (the internal controls referred to in clauses (I) and (II) above and this clause (III) being hereinafter called, collectively, the “Internal Controls”).

          (B) The Internal Controls are evaluated by the Company’s senior management periodically as appropriate and, in any event, as required by law.

          (C) The Internal Controls are, individually and in the aggregate, effective in all material respects to perform the functions for which they were established.

          (D) Based on the most recent evaluations of the Internal Controls, (I) there are no material weaknesses in the design or operation of the Internal Controls, whether considered individually or collectively, and (II) all significant deficiencies, if any, in the design or operation of the Internal Controls have been identified and reported to the Company’s independent auditors and the audit committee of the Company’s board of directors; and all deficiencies which, individually or in the aggregate, could constitute significant deficiencies and which have not yet been rectified (X) are in the process of being rectified and (Y) have not had and will not have, individually or in the aggregate, a material adverse effect on the effectiveness of the Internal Controls.

     (xxix) Compliance with Sarbanes Oxley. The Company is in compliance in all material respects with the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission that have been adopted thereunder, all to the extent that such Act and such rules and regulations are in effect and applicable to the Company.

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     (b) Officer’s Certificates. Any certificate signed by any officer of the Company delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

     SECTION 2. Sale and Delivery to Underwriters; Closing.

     (a) Sale and Purchase of Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price of 105.546% of the principal amount thereof, plus accrued interest from May 15, 2009 to the Closing Time, the principal amount of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securities.

     (b) Payment and Delivery. Payment of the purchase price for the Securities shall be made at the offices of Choate, Hall & Stewart LLP, counsel for the Company, at 2 International Place, Boston, Massachusetts 02110, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M. (Eastern time) on the third business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, and such payment shall be made against delivery, at such time, of one or more global Securities to a custodian for The Depository Trust Company (“DTC”), to be held by DTC initially for the accounts of the several Underwriters. The time and date of such payment and delivery is herein called the “Closing Time”.

          Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company. It is understood that each Underwriter has authorized the Representatives, for its account, to acknowledge receipt of, and make payment of the purchase price for, the Securities which it has agreed to purchase. Any of the Representatives individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder.

          Global Securities will be made available for examination and packaging by the Representatives in New York, New York not later than 2:00 P.M. (Eastern time) on the business day prior to the Closing Time.

     SECTION 3. Covenants of the Company.

     (a) Preparation and Filing of Final Term Sheet. The Company will prepare a Final Term Sheet in the form of Schedule B hereto and will file the Final Term Sheet with the

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Commission pursuant to Rule 433(d) of the 1933 Act Regulations within the time period required thereby.

     (b) Compliance with Securities Regulations and Commission Requests; Payment of Filing Fees. The Company, subject to Section 3(c), will comply with the requirements of Rule 430B and will notify the Representatives immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement or new registration statement relating to the Securities shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or the filing of a new registration statement or any amendment or supplement to the Prospectus or any document incorporated by reference therein or otherwise deemed to be a part thereof or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. The Company shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) of the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

     (c) Filing of Amendments and Exchange Act Documents. The Company will give the Representatives notice of its intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Securities or any amendment, supplement or revision to either any preliminary prospectus (including any prospectus included in the Registration Statement as initially filed or amendment thereto at the time it became effective) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Company will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not (except as required by applicable law) file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object. The Company has given the Representatives notice of any filings made pursuant to the 1934 Act or 1934 Act Regulations within 24 hours prior to the Applicable Time; the Company will give the Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representatives with copies of any such documents a reasonable amount of time prior

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to such proposed filing and will not (except as required by applicable law) file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object.

     (d) Delivery of Registration Statements. The Company has furnished or will deliver to each of the Representatives and counsel for the Underwriters, without charge, one conformed copy of the Registration Statement as initially filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein or otherwise deemed to be a part thereof) and signed copies of all consents and certificates of experts. The copy of the Registration Statement as initially filed and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

     (e) Delivery of Prospectuses. The Company has delivered to each Underwriter, without charge, as many copies of each preliminary prospectus as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will furnish to each Underwriter, without charge, during the period when the Prospectus is required to be delivered under the 1933 Act (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act), such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

     (f) Continued Compliance with Securities Laws. The Company will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Prospectus. If at any time when a prospectus is required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for the Company, to amend the Registration Statement or amend or supplement the Prospectus in order that the Prospectus will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(c), such amendment, supplement or new registration statement as may be necessary to correct such statement or omission or to comply with such requirements, the Company will use commercially reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the Securities) and the Company will furnish to the Underwriters such number of copies of such amendment, supplement or new registration statement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating

15

to the Securities) or the Statutory Prospectus or any preliminary prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

     (g) Blue Sky Qualifications. The Company will use commercially reasonable efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions as the Representatives may designate and to maintain such qualifications in effect for a period of not less than one year from the date hereof; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or so subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject; and provided further that the Company’s obligations pursuant to this subsection (f) to maintain effective any qualifications shall cease upon the date, if any, that the Securities are listed on the New York Stock Exchange (or any successor to such entity). The Company will also supply the Underwriters with such information as is necessary for the determination of the legality of the Securities for investment under the laws of such jurisdictions as the Underwriters may reasonably request.

     (h) Rule 158. The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide to the Underwriters the benefits contemplated by, the last paragraph of Section 11(a) of the 1933 Act.

     (i) Use of Proceeds. The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the Disclosure Package and Prospectus under “Use of Proceeds”.

     (j) Restriction on Sale of Securities. During a period of 30 days from the date of the Prospectus, the Company will not, without the prior written consent of the Representatives, directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, any debt securities of the Company (other than the Securities).

     (k) Reporting Requirements. The Company, during the period when the Prospectus is required to be delivered under the 1933 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations.

     (l) Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise require the Company to file any material pursuant to Rule 433 under the 1933 Act, other than the Final Term Sheet prepared

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and filed pursuant to Section 3(a) hereto. Any such free writing prospectus consented to by the Company or the Representatives, as the case may be, is herein referred to as a “Permitted Free Writing Prospectus”. The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

     SECTION 4. Payment of Expenses.

     (a) Expenses Payable by the Company. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the printing and delivery to the Underwriters of this Agreement, any agreement among underwriters, the Officer’s Certificate and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, (iii) the printing, issuance and delivery of the certificates for the Securities to the Underwriters, including any transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Securities to the Underwriters, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey, any supplement thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus, any Permitted Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (vii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Securities including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, all except as otherwise agreed between the Company and the Representatives, and (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee.

     (b) Expenses Payable by the Underwriters. Except as provided in subsection (a)(v) above and subsection (c) below, the Underwriters shall pay their own out-of-pocket expenses in connection with the purchase, offer and sale by them of the Securities, including the fees and disbursements of counsel for the Underwriters.

     (c) Expenses upon Termination of Agreement. If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

     SECTION 5. Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy, as of the Execution Time, the Applicable Time and as of the Closing Time, of the representations and warranties of the Company contained in Section 1 hereof or in certificates of any officer of the Company or any of its

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subsidiaries delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions:

     (a) Effectiveness of Registration Statement; Filing of Prospectus; Payment of Filing Fee. The Registration Statement shall be effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters; the Final Term Sheet shall have been filed with the Commission in the manner and within the time period required by Rule 433(d). The Prospectus shall have been filed with the Commission in the manner and within the time period required by Rule 424(b) without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430B). The Company shall have paid the required Commission filing fees relating to the Securities within the time period required by Rule 456(b)(1)(i) of the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Act Regulations and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b).

     (b) Opinions of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of each of Woodburn and Wedge and Choate, Hall & Stewart LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibits A and B hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request.

     (c) Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Dewey & LeBoeuf LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Representatives shall reasonably request. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

     (d) Officers’ Certificate. At the Closing Time, there shall not have been, since (i) the earlier of the Execution Time and the Applicable Time or (ii) since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Change; and the Representatives shall have received a certificate of the President, any Vice President or

18

the Treasurer of the Company and of the chief financial or chief accounting officer of the Company, dated as of the Closing Time, to the effect that (i) there has been no such Material Adverse Change, (ii) the representations and warranties in Section 1 hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission.

     (e) Accountants’ Comfort Letter. At the Execution Time, the Representatives shall have received from Deloitte & Touche LLP a letter dated such date, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriters with respect to the financial statements and other financial information contained in the Registration Statement and Prospectus.

     (f) Bring-down Comfort Letter. At the Closing Time, the Representatives shall have received from Deloitte & Touche LLP a letter, dated as of the Closing Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (e) of this Section, except that the “specified date” referred to shall be a date not more than three business days prior to the Closing Time.

     (g) Maintenance of Ratings. Since the Execution Time, there shall not have occurred a downgrading in the rating assigned to the Securities or any other debt securities of the Company by any “nationally recognized statistical rating agency”, as that term is defined by the Commission for purposes of Rule 436(g)(2) under the 1933 Act, and no such securities rating agency shall have publicly announced that it has under credit watch, surveillance or review, with possible negative implications, its rating of any of such securities.

     (h) Title Policy. At Closing Time, the Representatives shall have received a certificate of an officer of the Company (i) listing the policies of title insurance held by the Trustee and the endorsements thereto, specifying the face amounts thereof and identifying in general terms the properties described therein as covered thereby and (ii) stating, to the best knowledge of such officer, that such policies, as amended and supplemented by such endorsements, are in full force and effect.

     (i) Additional Documents. At Closing Time, counsel for the Underwriters shall have been furnished with such additional documents and opinions as they may require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Securities as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters.

19

     (j) Termination of Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to Closing Time, and such termination shall be without liability of any party to any other party except as provided in Section 4 and except that Sections 1, 6, 7 and 8 shall survive any such termination and remain in full force and effect.

     SECTION 6. Indemnification.

     (a) Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

     (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of (A) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading or (B) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the 1933 Act, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

     (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and

     (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in

20

the Registration Statement (or any amendment thereto), or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

     (b) Indemnification of Company, Directors and Officers. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein.

     (c) Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Representatives, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

     (d) Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying

21

party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

     SECTION 7. Contribution. If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

          The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company and the total underwriting discount received by the Underwriters, bear to the aggregate initial offering price of the Securities.

          The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

          The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.

          Notwithstanding the provisions of this Section, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities purchased and sold by it hereunder exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

22

          No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

          For purposes of this Section, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respective obligations to contribute pursuant to this Section 7 are several in proportion to the principal amount of Securities set forth opposite their respective names in Schedule A hereto and not joint.

     SECTION 8. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents or controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities to the Underwriters.

     SECTION 9. Termination of Agreement.

     (a) Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since (A) the earlier of the Execution Time and the Applicable Time or (B) since the respective dates as of which information is given in the Registration Statement, the Disclosure Package or the Prospectus, any Material Adverse Change, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, or if trading generally on the New York Stock Exchange or the NYSE Amex Equities or in the NASDAQ Global Market or the NASDAQ Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by either of such exchanges or the Nasdaq Stock Market, Inc. with respect to such markets or by order of the Commission or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

     (b) Liabilities. If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7 and 8 shall survive such termination and remain in full force and effect.

23

     SECTION 10. Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:

     (a) if the principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of Securities to be purchased hereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or

     (b) if the principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter.

          No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default.

          In the event of any such default which does not result in a termination of this Agreement either the Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used in this Agreement the term “Underwriter” includes any person substituted for an Underwriter under this Section.

     SECTION 11. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to the Representatives at Barclays Capital Inc., 745 Seventh Avenue, New York, NY 10019, Attention: Syndicate Registration, facsimile: (646) 834-8133 and BNY Mellon Capital Markets, LLC, One Wall Street, New York, NY 10286, facsimile: (212) 635-8059; notices to the Company shall be directed to it at Sierra Pacific Power Company d/b/a NV Energy, P.O. Box 10100 (6100 Neil Road), Reno, Nevada 89520, attention of the Corporate Treasurer.

     SECTION 12. No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or its stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated

24

hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. Nothing in this Section 12 is intended to limit any duties of confidentiality that the Underwriters might otherwise have.

     SECTION 13. Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters and the Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters and the Company and their respective successors and the controlling persons and officers and directors referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters and the Company and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

     SECTION 14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

     SECTION 15. Waiver of Trial by Jury. The Underwriters and the Company each waive any right to trial by jury in any action, claim, suit or proceeding arising out of the transactions contemplated by this Agreement.

     SECTION 16. Time. Time shall be of the essence of this agreement. Except as otherwise set forth herein, specified times of day refer to New York City time.

     SECTION 17. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

     SECTION 18. Effect of Headings. The Section headings and Table of Contents herein are for convenience only and shall not affect the construction hereof.

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          If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in accordance with its terms.

Very truly yours, Sierra Pacific Power Company, d/b/a NV Energy
By:
	Name:
	Title:

Confirmed And Accepted,
   as of the date first above written:

Barclays Capital Inc.
By:
	Name:
	Title:
BNY Mellon Capital Markets, LLC
By:
	Name:
	Title:

          For themselves and as Representatives of the other Underwriters named in Schedule A hereto

26

SCHEDULE A

	Principal Amount
Name of Underwriters	of Securities
Barclays Capital Inc.	$	60,000,000
BNY Mellon Capital Markets, LLC	$	60,000,000
Commerzbank Capital Markets Corp.	$	15,000,000
Scotia Capital (USA) Inc.	$	15,000,000
Total	$	150,000,000

Sch A-1

SCHEDULE B

Filed Pursuant to Rule 433
Registration No. 333-146100-01
August 18, 2009

SIERRA PACIFIC POWER COMPANY
D/B/A NV ENERGY
$150,000,000
6% General and Refunding Mortgage Notes,
Series M, due 2016

Issuer:	Sierra Pacific Power Company, d/b/a NV Energy
Issue:	6% General and Refunding Mortgage Notes, Series M, due 2016
Ratings:*	Baa3/BBB/BBB-/BBB (Moody’s/S&P/Fitch)
Offering Size:	$150,000,000
Coupon:	6%
Trade Date:	August 18, 2009
Settlement Date:	August 21, 2009 (T+3)
Stated Maturity:	May 15, 2016
Initial Public Offering Price:	106.171%, plus accrued interest from May 15, 2009
Yield to Maturity:	4.911%
Benchmark Treasury:	3.250% due July 31, 2016
Benchmark Treasury Yield:	3.111%
Spread to Benchmark Treasury:	+180 bps
Optional Redemption:	Make-whole call, 30 bps spread over U.S. Treasuries
Interest Payment Dates:	May 15 and November 15 of each year
Use of Proceeds	The issuer estimates that the net proceeds from the offering, after
	deducting the underwriters’ discount and the issuer’s estimated
	expenses, will be approximately $157.8 million. The issuer intends
	to use these net proceeds to repay amounts outstanding
	under its Revolving Credit Facility.
CUSIP Number:	826418 BD6
Bookrunners:	Barclays Capital Inc.
	BNY Mellon Capital Markets, LLC

* A security rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. The rating is subject to revision or withdrawal at any time by the assigning rating organization. Each security rating agency has its own methodology for assigning ratings, and, accordingly, each rating should be considered independently of all other ratings.

          The issuer has filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the Securities and Exchange Commission (the “SEC”) for the offering to which the communication relates. Before you invest, you should read the prospectus in that registration statement and the preliminary prospectus supplement and other

Sch B-1

documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriters or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 1-888-603-5847 or BNY Mellon Capital Markets, LLC toll-free at 1-800-269-6864.

Sch B-2

SCHEDULE C

List of all Issuer General Use Free Writing Prospectuses

Final Term Sheet, attached as Schedule B.

Sch C-1

EX-4.2

SIERRA PACIFIC POWER COMPANY
d/b/a NV ENERGY

FIRST SUPPLEMENTAL OFFICER’S CERTIFICATE

August 21, 2009

     I, the undersigned officer of Sierra Pacific Power Company d/b/a NV Energy (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 Sections 14.01 and 14.07 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 Mellon (formerly The Bank of New York), as Trustee (the “Trustee”), for the purposes of supplementing the Officer’s Certificate, dated as of March 23, 2006 (the “Officer’s Certificate”), that established the terms and conditions of a series of the Company’s Securities designated as its “6% General and Refunding Mortgage Notes, Series M, due 2016 (the “Series M Notes”), of which $300,000,000 in aggregate principal amount were heretofore issued on March 23, 2006 and are outstanding on the date hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Officer’s Certificate and the Indenture. Based upon the foregoing, I hereby certify as follows:

ARTICLE I — AMENDMENTS

     Section 1.1. Amendment.

          Exhibit A to the Officer’s Certificate is hereby deleted in its entirety and replaced with Exhibit A attached hereto.

ARTICLE II — MISCELLANEOUS

     Section 2.1. Full Force and Effect. Except as expressly amended hereby, the Officer’s Certificate shall continue in full force and effect in accordance with the provisions thereof. As used in the Officer’s Certificate, the words “hereinafter,” “hereto,” “hereof” or words of similar import shall, unless the context otherwise requires, mean the Officer’s Certificate as amended by this First Supplemental Officer’s Certificate.

     Section 2.2. Effect and Operation of this Amendment. This First Supplemental Officer’s Certificate shall be effective and binding immediately upon its execution by the undersigned and receipt by the Trustee and shall apply to all Series M Notes, including the original Series M Notes, and additional Series M Notes to be issued and authenticated and delivered on the date hereof in the aggregate principal amount of $150,000,000 and any additional Series M Notes that may be issued and authenticated and delivered after the date

hereof. If any provision of this First Supplemental Officer’s Certificate limits, qualifies or conflicts with any provision of the Trust Indenture Act that is required under the Trust Indenture Act to be part of and govern any provision of this First Supplemental Officer’s Certificate, the provision of the Trust Indenture Act shall control. If any provision of this First Supplemental Officer’s Certificate modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provision of the Trust Indenture Act shall be deemed to apply to this First Supplemental Officer’s Certificate as so modified or to be excluded by this First Supplemental Officer’s Certificate, as the case may be.

     Section 2.3. Corporate Action. The Company has taken all necessary corporate action to authorize the undersigned to execute and deliver this First Supplemental Officer’s Certificate.

     Section 2.4. Headings. The headings in this First Supplemental Officer’s Certificate are for reference purposes only and shall not limit or otherwise affect the meaning hereof.

     Section 2.5. Compliance. The undersigned has read all of the covenants and conditions contained in the Indenture, and the definitions in the Indenture relating thereto, relating to this First Supplemental Officer’s Certificate and the acceptance thereof by the Trustee and in respect of compliance with which this First Supplemental Officer’s Certificate is made.

     The statements contained in this certificate are based upon the familiarity of the undersigned with the Indenture, the Officer’s Certificate, 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.

[The remainder of this page is intentionally left blank.]

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

William D. Rogers
Senior Vice President, Chief Financial
Officer and Treasurer

Accepted and received on August ___, 2009

THE BANK OF NEW YORK MELLON,
as Trustee

Name:

Title:

Exhibit A

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]

SIERRA PACIFIC POWER COMPANY
6% General and Refunding Mortgage Notes, Series M, due 2016

Original Interest Accrual Date:	March 23, 2006	Redeemable: Yes þ No o
Stated Maturity:	May 15, 2016	Redemption Date: See Below
Interest Rate:	6%	Redemption Price: See Below
Interest Payment Dates:	May 15 and November 15
Record Dates:	May 1 and November 1

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

CUSIP No.                                         

6% General and Refunding Mortgage Notes, Series M, due 2016

No. R- $                                        

     SIERRA PACIFIC POWER COMPANY, a corporation duly organized and existing under the laws of the State of Nevada (herein called the “Company”, which term includes any successor corporation under the Indenture referred to below), for value received, hereby promises to pay to                      or registered assigns, the principal sum of                                          Dollars on May 15, 2016.

     1. Interest. The Company promises to pay interest on the principal amount of this Series M Note at 6% per annum 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 May 15 and November 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 on the Series M Notes or, if no interest has been paid on the Series M Notes, 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

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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; provided, further, that the first Interest Payment Date on the Series M Notes shall be November 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 May 1 and November 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

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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 March 23, 2006 (the “Officer’s Certificate”) and those made part of 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 $300,000,000 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 December 1, 1940 by and between the Company and U.S. Bank National Association and Gerald R. Wheeler, as successor trustees.

     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.

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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.

     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:

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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,
(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

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)

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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 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

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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.

     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

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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.

     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).

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     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 March 23, 2006 between Sierra Pacific 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 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:

Sierra Pacific Power Company
6100 Neil Road
P.O. Box 10100
Reno, Nevada 89520-0400
Attention: Chief Financial Officer

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

SIERRA PACIFIC 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:                                         ,                     

THE BANK OF NEW YORK, as Trustee
By:
	Authorized Signatory

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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:

			Principal
	Amount of	Amount of	Amount of this	Signature of
	decrease in	increase in	Global Note	authorized
	Principal	Principal	following such	signatory of
Date of	Amount of this	Amount of this	decrease (or	Trustee or Note
Exchange	Global Note	Global Note	increase)	Custodian

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

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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.  

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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:

     o 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.  

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EX-25.1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2) o

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

New York (Jurisdiction of incorporation if not a U.S. national bank)	13-5160382 (I.R.S. Employer Identification No.)
One Wall Street New York, New York (Address of principal executive offices)	10286 (Zip code)

Legal Department
The Bank of New York Mellon
One Wall Street, 15th Floor
New York, NY 10286
(212) 635-1270
(Name, address and telephone number of agent for service)

SIERRA PACIFIC POWER COMPANY

(Exact name of obligor as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	88-0044418 (I.R.S. Employer Identification No.)
6100 Neil Road (P.O. Box 10100) Reno, Nevada (Address of principal executive offices)	89520 (Zip code)

6% General and Refunding Mortgage Notes, Series M, due 2016

(Title of the indenture securities)

Item 1. General Information.

	Furnish the following information as to the Trustee:
(a)	Name and address of each examining or supervising authority to which it is subject.

Superintendent of Banks of the	One State Street, New York, N.Y. 10004-1417
State of New York	and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation	550 17th Street, N.W., Washington, D.C. 20429
New York Clearing House Association	New York, N.Y. 10005

(b)	Whether it is authorized to exercise corporate trust powers.
	Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

Item 16. List of Exhibits.

          Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.	—	A copy of the Organization Certificate of The Bank of New York Mellon (formerly The Bank of New York (formerly Irving Trust Company)) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed as Exhibit 25.1 to Current Report on Form 8-K of Nevada Power Company, Date of Report (Date of Earliest Event Reported) July 25, 2008 (File No. 000-52378).)
4.	—	A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 with Registration Statement No. 333-155238.)
6.	—	The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152856.)
7.	—	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE

          Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 19th day of August, 2009.

THE BANK OF NEW YORK MELLON
By:	/s/ Rafael E. Miranda
	Name:	Rafael E. Miranda
	Title:	Vice President

EXHIBIT 7
(Page i of iii)

Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business June 30, 2009, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts
	In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	$	3,228,000
Interest-bearing balances		56,028,000
Securities:
Held-to-maturity securities		6,782,000
Available-for-sale securities		39,436,000
Federal funds sold and securities purchased under agreements to resell
Federal funds sold in domestic offices		1,319,000
Securities purchased under agreements to resell		50,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		29,318,000
LESS: Allowance for loan and lease losses		414,000
Loans and leases, net of unearned income and allowance		28,904,000
Trading Assets		6,282,000
Premises and fixed assets (including capitalized leases)		1,115,000
Other real estate owned		6,000
Investments in unconsolidated subsidiaries and associated companies		830,000
Not applicable
Intangible assets:
Goodwill		4,949,000
Other intangible assets		1,514,000
Other assets		11,560,000
Total assets	$	162,003,000

EXHIBIT 7
(Page ii of iii)

	Dollar Amounts
	In Thousands
LIABILITIES
Deposits:
In domestic offices	$	57,327,000
Noninterest-bearing		32,885,000
Interest-bearing		24,442,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs		74,161,000
Noninterest-bearing		2,846,000
Interest-bearing		71,315,000
Federal funds purchased and securities sold under agreements to repurchase
Federal funds purchased in domestic offices		414,000
Securities sold under agreements to repurchase		13,000
Trading liabilities		6,144,000
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		2,695,000
Not applicable
Not applicable
Subordinated notes and debentures		3,490,000
Other liabilities		5,064,000
Total liabilities	$	149,308,000
Not applicable
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,000
Surplus (exclude all surplus related to preferred stock)		8,297,000
Retained earnings		7,991,000
Accumulated other comprehensive income		-5,097,000
Other equity capital components		0
Total bank equity capital		12,326,000
Noncontrolling (minority) interests in consolidated subsidiaries		369,000
Total equity capital		12,695,000
Total liabilities, minority interest, and equity capital	$	162,003,000

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EXHIBIT 7
(Page iii of iii)

     I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas P. Gibbons,                    
Chief Financial Officer                    

     We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Gerald L. Hassell
Steven G. Elliott
Robert P. Kelly	Directors

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