<PAGE>

                                                                   Exhibit 4.5

                            SIERRA PACIFIC RESOURCES

                              OFFICERS' CERTIFICATE

                                November __, 2001

     Pursuant to Sections 2.01, 13.04 and 13.05 of the Indenture dated as of May
1, 2001 (as supplemented and amended from time to time, the "Indenture"),
between the Sierra Pacific Resources (the "Company") and The Bank of New York,
as trustee (the "Trustee") and the authority granted in the Board Resolutions of
the Company dated November 6, 2001, the undersigned officers of the Company,
Richard K. Atkinson, Treasurer and Investment Relations Officer, and Dennis D.
Schiffel, Senior Vice President and Chief Financial Officer, hereby certify on
behalf of the Company as follows:

     The terms and conditions of the securities described in this Officers'
Certificate are as follows (the numbered paragraphs set forth below
corresponding to the numbered paragraphs of Section 2.01 of the Indenture,
except paragraph 20 below). Certain terms used herein are defined in paragraph
20 of this certificate. Capitalized terms used herein but not defined in said
paragraph 20 or elsewhere in this certificate shall have the meanings assigned
to them in the Indenture unless the context clearly requires otherwise

1.   TITLE; RANKING. The Securities issued under the Indenture shall constitute
     a new series of Securities and shall be designated "____% Senior Notes due
     2007" (the "Senior Notes"). The Senior Notes shall constitute the senior,
     unsecured and unsubordinated debt obligations of the Company and shall rank
     equally in right of payment with all other existing and future senior,
     unsecured and unsubordinated debt obligations of the Company. The Senior
     Notes, including the related form of Trustee's certificate of
     authentication and any applicable legends, shall be issued in substantially
     the form annexed hereto as EXHIBIT A.

2.   MAXIMUM AGGREGATE PRINCIPAL AMOUNT. The maximum aggregate principal amount
     of the Senior Notes that may be authenticated and delivered under the
     Indenture (except for the Senior Notes authenticated and delivered upon
     registration or transfer of or in exchange for, or in lieu of other Senior
     Notes pursuant to Section 2.06, 2.07, 2.09 or 3.07 of the Indenture) shall
     be [$300,000,000] (or up to [$345,000,000] if the Underwriters exercise
     their over-allotment option as set forth in the Underwriting Agreement).

3.   REGISTERED SECURITIES IN GLOBAL FORM, ETC. The Senior Notes, upon original
     issuance (including the Senior Notes, if any, issued pursuant to the
     exercise of the Underwriters' over-allotment option as set forth in the
     Underwriting Agreement), shall be issued as Registered Securities, without
     coupons, in the form of one or more global Senior Notes (each a "Global
     Senior Note"), to be delivered to The Depository Trust Company, the initial
     Depositary, by or on behalf of the Company. Such Global Senior Notes
     initially shall be registered on the books and records of the Company in
     the name of Cede & Co., the nominee of the initial Depositary.

     No beneficial owner of the Senior Notes shall receive a definitive Senior
     Note representing such beneficial owner's interest in such Global Senior
     Notes, except as

<PAGE>


     provided in Section 2.06 of the Indenture. Unless and until definitive,
     fully registered Senior Notes have been issued to the beneficial owners of
     the Senior Notes pursuant to Section 2.06 of the Indenture. The rights of
     the beneficial owners of the Senior Notes shall be exercised only through
     the Depositary and shall be limited to those established by law and
     agreements between such beneficial owners and the Depositary and/or the
     Depositary Participants. The Depositary shall make book-entry transfers
     among its participants and receive and transmit any payments on the Global
     Senior Notes to such participants; PROVIDED that, solely for the purposes
     of determining whether the Holders of the requisite amount of the Senior
     Notes have voted on any matter provided for in the Indenture, so long as
     definitive Senior Notes have not been issued, the Company may rely
     conclusively on, and shall be protected in relying on, any written
     instrument (including a proxy) delivered to the Company by the Depositary
     setting forth the votes of the beneficial owners of the Senior Notes or
     assigning the right to vote on any matter to any other Persons either in
     whole or in part.

     The Company shall execute, and the Trustee shall authenticate and deliver,
     in each case, pursuant to Section 2.02 of the Indenture, one or more Global
     Senior Notes that (i) shall represent and be denominated in an amount equal
     to the aggregate principal amount of all of the Senior Notes to be issued
     in the form of Global Senior Notes and not yet canceled, (ii) shall be
     registered in the name of the Depositary for the Senior Notes or the
     nominee of such Depositary and (iii) shall be delivered by the Trustee to
     such Depositary or pursuant to such Depositary's instructions.

     Notwithstanding any other provisions of the Indenture (other than the
     provisions set forth in Section 2.06 of the Indenture), Global Senior Notes
     may not be transferred as a whole except by the Depositary to a nominee of
     the Depositary or by a nominee of the Depositary to the Depositary or
     another nominee of the Depositary or by the Depositary or any such nominee
     to a successor Depositary or a nominee of such successor Depositary.
     Interests of beneficial owners may be transferred or exchanged for Senior
     Notes not represented by a Global Senior Note, and Senior Notes not
     represented by a Global Senior Note may be transferred or exchanged for a
     Global Senior Notes or Senior Notes, in accordance with rules of the
     Depositary and the provisions of Section 2.06 of the Indenture.

     Upon initial issuance, the Senior Notes shall be pledged to the Collateral
     Agent for the benefit of the Company, pursuant to the terms of the Pledge
     Agreement, as collateral to secure the obligations of the Holders of
     Corporate PIES to purchase the Common Stock in accordance with the terms of
     the Purchase Contract Agreement. The Senior Notes may be transferred, in
     whole or in part, only in accordance with the terms and conditions set
     forth in the Indenture, the Pledge Agreement and the Purchase Contract
     Agreement. To the extent permitted by law, any transfer or purported
     transfer of any Senior Note not made in accordance with the Indenture shall
     be null and void. Subject to this Section, the Senior Notes shall be freely
     transferable.

4.   Not applicable.

5.   Not applicable.


                                       2
<PAGE>


6.   MATURITY. The principal amount of all Outstanding Senior Notes shall be
     payable at their Stated Maturity on November __, 2007.

7.   INTEREST. The interest rate to be borne by the Senior Notes shall be the
     Coupon Rate from the Issue Date to, but excluding, either (1) the
     Remarketing Settlement Date, if there is a Successful Remarketing, or (2)
     the Purchase Contract Settlement Date, if there is a Failed Remarketing or
     if there is not a Remarketing at all pursuant to clause (c) of the
     definition of "Reset Rate" herein, and, in each case, at the Reset Rate
     thereafter to, but excluding, the Stated Maturity of the Senior Notes.

     Payments of interest on the Senior Notes will include interest accrued to,
     but excluding, the respective Interests Payment Dates. Interest payments
     for the Senior Notes shall be computed and paid (1) for any full quarterly
     period, on the basis of a 360-day year of twelve 30-day months, (2) for any
     period shorter than a full quarterly period, on the basis of a 30-day month
     and (3) for any period less than a month, on the basis of the actual number
     of days elapsed per 30-day month. In the event that any date on which
     interest is payable on the Senior Notes is not a Business Day, then payment
     of the interest payable on such date will be made on the next succeeding
     day that is a Business Day (and without any interest or payment in respect
     of any such delay), in each case with the same force and effect as if made
     on the date the payment was originally due and payable; PROVIDED, HOWEVER,
     if such Business Day is in the next calendar year, then such payment will
     be made on the preceding Business Day.

     Any principal of or installment of interest on the Senior Notes that is
     overdue shall bear interest at the interest rate then borne by the Senior
     Notes (to the extent that the payment of such interest shall be legally
     enforceable), from the dates such amounts are due until they are paid or
     made available for payment, and such interest shall be payable on demand by
     the Holders.

     Interest shall be paid quarterly in arrears on each Interest Payment Date
     to the Person in whose name the Senior Notes are registered on the Regular
     Record Date for such Interest Payment Date; PROVIDED that, interest payable
     at the Stated Maturity of principal as provided herein will be paid to the
     Person to whom principal is payable. Any such interest that is not so
     punctually paid or duly provided for will forthwith cease to be payable to
     the Holders on such Regular Record Date and may either be paid to the
     Person or Persons in whose name the Senior Notes are registered at the
     close of business on a special record date (as such term is used in Section
     2.12 of the Indenture) for the payment of such defaulted interest to be
     fixed by the Company, notice whereof shall be given to Holders of the
     Senior Notes not less than ten days prior to such special record date, or
     be paid at any time in any other lawful manner not inconsistent with the
     requirements of any securities exchange, if any, on which the Senior Notes
     may be listed, and upon such notice as may be required by any such
     exchange, all as set forth in Section 2.12 of the Indenture.

8.   PLACE AND METHOD OF PAYMENT. Payments of the principal of and interest on
     the Senior Notes shall be made by the Company at the office of the Paying
     Agent which shall initially be The Bank of New York, with any such payment
     that is due at the Stated


                                       3
<PAGE>


     Maturity of any Senior Notes being made upon surrender of such Senior Notes
     to the Paying Agent. Payments of interest (including interest on any
     Interest Payment Date) will be made at the option of the Company, (i) by
     check mailed to the address of the Person entitled thereto as such address
     shall appear in the Security Register or (ii) by wire transfer at such
     place and to such account at a banking institution in the United States as
     may be designated in writing to the Trustee at least sixteen days prior to
     the date for payment by the Person entitled thereto.

9.   REDEMPTION. The Senior Notes shall not be redeemable at the option of the
     Company, the Holders or otherwise.

10.  SINKING FUND. There shall be no sinking fund with respect to the Senior
     Notes.

11.  DENOMINATIONS. The Senior Notes shall be issued in denominations of $50, or
     any integral multiple thereof, whether they are issued in global or
     definitive form.

12.  Not applicable.

13.  Not applicable.

14.  Not applicable.

15.  Not applicable.

16.  Not applicable.

17.  Not applicable.

18.  Not applicable.

19.  (i) REMARKETING RIGHTS.

     (A) The Senior Notes (1) comprising part of Corporate PIES, other than
     those Senior Notes of holders that have elected not to participate in the
     Remarketing pursuant to Section 5.3(e) of the Purchase Contract Agreement,
     and (2) that no longer comprise a part of the Corporate PIES, if any, that
     elect to be included in any Remarketing as set forth in Section 5.7 of the
     Pledge Agreement (collectively, the Senior Notes described in clauses (1)
     and (2), the "Remarketing Senior Notes"), shall be remarketed in the
     Remarketing pursuant to the Remarketing Procedures. All holders of Senior
     Notes described in clause (1) above, including those who have attempted to
     effect a Cash Settlement pursuant to Section 5.8 of the Purchase Contract
     Agreement, Early Settlement pursuant to Section 5.9 of the Purchase
     Contract Agreement or Merger Settlement pursuant to Section 5.10 of the
     Purchase Contract Agreement but have failed to follow the procedures for
     such settlements shall be deemed to have consented to the Remarketing of
     their Senior Notes pursuant to the Remarketing Procedures in any
     Remarketing, or in the case of an unsuccessful Cash Settlement, in the
     Final Remarketing. The right of each Holder of Senior Notes to have its
     Senior Notes remarketed will be limited, however, to the extent


                                       4
<PAGE>

     that (i) the Remarketing Agent conducts a Remarketing pursuant to the terms
     of the Remarketing Agreement, (ii) the Remarketing Agent is able to find a
     purchaser or purchasers for the tendered Senior Notes, (iii) such purchaser
     or purchasers deliver the purchase price therefor to the Remarketing Agent
     and (iv) the Remarketing may not commence or be consummated pursuant to
     applicable law. In addition, all holders of Senior Notes shall be deemed to
     have consented to the Remarketing Procedures and the terms of the Purchase
     Contract Agreement, the Pledge Agreement and the Remarketing Agreement with
     respect to the pledge and transfer and other provisions of these agreements
     with respect to their Senior Notes, pursuant to the terms of such
     agreements.

     (B) Holders of Senior Notes comprising part of Corporate PIES may elect not
     to participate in the Remarketing by creating Treasury PIES if they notify
     the Purchase Contract Agent of such election and deliver the specific U.S.
     Treasury Security or U.S. Treasury Securities not later than 5:00 p.m. (New
     York City time) on the Election Date. A Holder that has not timely created
     Treasury PIES by delivering the Treasury Security or Treasury Securities
     pursuant to this paragraph and Section 3.13 of the Purchase Contract
     Agreement shall be deemed to have elected to participate in any
     Remarketing.

     (C) Holders of Separated Senior Notes may elect to have such Separated
     Senior Notes remarketed, if such holder delivers (a) to the Trustee and the
     Collateral Agent a notice of that election, by use of a notice in
     substantially the form of EXHIBIT B, specifying the aggregate principal
     amount of Senior Notes to be remarketed, and (b) such Separated Senior
     Notes, by book-entry transfer or other appropriate procedures, to the
     Collateral Agent for Remarketing, in each case, by 5:00 p.m. (New York City
     time) on the Election Date. Once the holder of such Separated Senior Notes
     delivers such notice and Separated Senior Notes as specified in the
     preceding sentence, such election may not be withdrawn and may not be
     conditioned upon the level at which the Reset Rate is established in the
     Remarketing; PROVIDED, HOWEVER, that if such a holder delivers only such a
     notice but not the Separated Senior Notes subject to the notice, or vice
     versa, then none of such holder's Separated Senior Notes shall be included
     in the Remarketing. On the Business Day immediately preceding the Initial
     Remarketing Date, the Collateral Agent shall notify the Remarketing Agent
     of the aggregate number of Separated Senior Notes to be remarketed. If
     there is a Successful Remarketing, the Collateral Agent shall transfer such
     Separated Senior Notes in accordance with the instructions provided by the
     Remarketing Agent pursuant to the Remarketing Agreement. If a Failed
     Remarketing occurs, the Collateral Agent shall Transfer such Separated
     Senior Notes to the holders by the end of the Business Day following the
     Failed Remarketing.

     (ii) REMARKETING AND RATE RESET PROCEDURES.

     (A) On the seventh Business Day prior to the Initial Remarketing Date or
     the Final Remarketing Date, as applicable, the Purchase Contract Agent
     shall give notice of the Remarketing in an Authorized Newspaper, including
     the specific U.S. Treasury Security or Treasury Securities (including the
     CUSIP number and/or the principal terms of such Treasury Security or
     Treasury Securities) that must be delivered by Holders of Corporate PIES
     that elect not to participate in the Remarketing pursuant to Section 5.3(e)
     of the Purchase Contract Agreement, no later than 5:00 p.m. (New York City
     time) on the


                                       5
<PAGE>


     Election Date. Promptly after 11:00 a.m. (New York City time) on the
     Business Day preceding the Initial Remarketing Date or the Final
     Remarketing Date, as applicable, the Purchase Contract Agent shall notify
     the Remarketing Agent, the Company, the Collateral Agent and the Trustee of
     the aggregate principal amount of Pledged Senior Notes to be remarketed and
     the Collateral Agent, having separately notified the Remarketing Agent, the
     Trustee and the Company of the aggregate principal amount of Separated
     Senior Notes to be included in the Remarketing by 11:00 a.m. (New York City
     time), on the Business Day immediately preceding the Initial Remarketing
     Date or the Final Remarketing Date, as applicable, shall concurrently
     therewith, pursuant to the Pledge Agreement, deliver for Remarketing to the
     Remarketing Agent all Remarketing Senior Notes.

     (B) The Remarketing Agent shall use its commercially reasonable efforts to
     remarket the Remarketing Senior Notes pursuant to the Remarketing
     Agreement. If there is a Successful Remarketing, by approximately 4:30 p.m.
     (New York City time), on the Remarketing Date, the Remarketing Agent shall
     advise, by telephone, the Trustee and the other parties specified in the
     Purchase Contract Agreement, of the Reset Rate determined in the
     Remarketing and the number of Remarketing Senior Notes remarketed in the
     Remarketing.

     Upon receipt of the proceeds from a Successful Remarketing, the Remarketing
     Agent shall:

     (I)  deduct and retain an amount equal to .25% of the proceeds of the
          principal amount of the Remarketing Senior Notes for the performance
          of its services as Remarketing Agent;

     (II) if the Successful Remarketing occurs prior to the third Business Day
          preceding the Purchase Contract Settlement Date, use the remaining
          proceeds with respect to the Pledged Senior Notes from such Successful
          Remarketing to purchase the Treasury Portfolio, in open market
          transactions and/or at Treasury auctions, in the amount and types of
          Treasury securities describe in clauses (1)(i) and (2)(ii) of the
          definition of Remarketing Value related to the Pledged Senior Notes,
          and, on or prior to the third Business Day following the Remarketing
          Date (such date of settlement of the Remarketing, the "Remarketing
          Settlement Date") deliver such Treasury Portfolio to the Collateral
          Agent, or (II) if such Successful Remarketing occurs on the Final
          Remarketing Date, remit to the Collateral Agent the portion of the
          remaining proceeds with respect to the Pledged Senior Notes from such
          Successful Remarketing to be delivered to the Purchase Contract Agent
          in settlement of the Purchase Contracts;

     (III) if any Separated Senior Notes were included in such successful
          Remarketing, remit to the Collateral Agent the remaining portion of
          the proceeds from the Successful Remarketing of such Separated Senior
          Notes

                                       6
<PAGE>

          equal to the principal amount of such Separated Senior Notes for
          payment by the Collateral Agent to the holders of such Separated
          Senior Notes; and

     (IV) remit any remaining balance of such proceeds after the application of
          such proceeds as set forth in clauses (I) through (III) above, if any,
          to the Purchase Contract Agent for the benefit of the Holders of the
          remarketed Pledged Senior Notes and to the Collateral Agent for the
          for the holders of any remarketed Separated Senior Notes on a pro rata
          basis;

     PROVIDED, HOWEVER, that if such Successful Remarketing is consummated after
     4:30 p.m. (New York City time) on such Remarketing Date and, despite using
     its commercially reasonable efforts, the Remarketing Agent cannot cause the
     applications of the proceeds specified above to occur on such Remarketing
     Date, then the Remarketing Agent may make such applications and remittances
     on the next succeeding Business Day.

     Any distributions to Holders of funds described in paragraphs (I) through
     (IV) above shall be payable at the office of the Purchase Contract Agent in
     The City of New York maintained for that purpose or, at the option of the
     Holder or the holder of Separated Senior Notes, as applicable, by check
     mailed to the address of the Person entitled thereto at such address as it
     appears on the Register or by wire transfer in immediately available funds
     to an account specified by the Holder or the holder of Separated Senior
     Notes, as applicable.

     (C) If a Failed Remarketing occurs:

     (I)  The Remarketing Agent shall notify by telephone by 4:00 p.m. (New York
          City time) on the Final Remarketing Date telephone the Depositary, the
          Trustee, the Purchase Contract Agent, the Collateral Agent and the
          Company that a Failed Remarketing has occurred.

     (II) The Company shall cause a notice of the Failed Remarketing to be sent
          to the Holders of all such Senior Notes and to be published in an
          Authorized Newspaper, in each case, no later than on the Business Day
          preceding the Purchase Contract Settlement Date.

     (III) By the third Business Day following the Failed Remarketing, the
          Remarketing Agent shall remit (A) to the Collateral Agent the
          Remarketing Senior Notes that were formerly components of the
          Corporate PIES and (B) to the Collateral Agent the Separated Senior
          Notes, whereupon the Collateral Agent shall transfer such Separated
          Senior Notes to the related Holders thereof.

     (IV) The Remarketing Agent shall determine the Reset Rate that will be
          equal to the Two Year Benchmark Treasury in effect on the Purchase
          Contract Settlement Date plus the Applicable Spread.

     (V)  The Collateral Agent, under the Pledge Agreement and for the benefit
          of the Company, may, on the written direction of the Company, exercise
          its


                                       7
<PAGE>


          rights as a secured party with respect to such Pledged Senior Notes,
          including those actions specified below; PROVIDED that, if upon a
          Failed Remarketing, the Collateral Agent exercises such rights for the
          benefit of the Company with respect to such Pledged Senior Notes, any
          accumulated and unpaid interest on such Senior Notes will become
          payable by the Company to the Purchase Contract Agent for payment to
          the Holders of the Corporate PIES to which such Senior Notes relates.
          Such payment will be made by the Company on or prior to 11:00 a.m.
          (New York City time), on the Purchase Contract Settlement Date in
          lawful money of the United States by wire transfer in immediately
          available funds payable to or upon the order of the Purchase Contract
          Agent.

     With respect to any Pledged Senior Notes which are subject of a Failed
     Remarketing, the Collateral Agent, for the benefit of the Company, reserves
     all of its rights as a secured party with respect thereto and, subject to
     applicable law, may, on the written direction of the Company, (i) retain
     such Senior Notes in full satisfaction of the Holders' obligations under
     the related Purchase Contracts or (ii) sell such Senior Notes in one or
     more public or private sales.

     (D) If all of the holders of Corporate PIES elect not to participate in the
     Remarketing and no holders of Senior Notes that are not a component of
     Corporate PIES elect to participate in the Remarketing and deliver their
     Senior Notes and a notice of such election to the Collateral Agent,
     pursuant to and in accordance with the Pledge Agreement then, (i) the
     Remarketing Agent shall, in its sole discretion, determine the rate that,
     in its judgment, would have been established had a Remarketing been held on
     the Remarketing Date, and such rate shall be the Reset Rate; and (ii) by
     approximately 4:30 p.m. (New York City time), on the third Business Day
     preceding the Purchase Contract Settlement Date, the Remarketing Agent
     shall advise by telephone (promptly confirmed in writing), the Trustee and
     the Company of such Reset Rate, whereupon the Company shall notify the
     Depositary in writing of such Reset Rate. The Remarketing Agent's
     calculation of the Reset Rate shall be conclusive and binding and the
     Trustee shall have no responsibility for the calculation thereof.

     (iii) DEPOSITARY'S PROCEDURES, ETC.

     So long as the Corporate PIES, Treasury PIES or the Senior Notes are
     evidenced by one or more Global Senior Notes deposited with the Depositary
     or its nominee, the Company shall request, not later than 15 calendar days
     nor more than 30 calendar days prior to the Remarketing Date, that the
     Depositary notify, directly or indirectly, each beneficial owner of a
     Corporate PIES and a Separated Senior Note of the impending Remarketing.

     In accordance with the Depositary's normal procedures, on the Remarketing
     Settlement Date or the Purchase Contract Settlement Date, as applicable,
     the transactions described above with respect to each Senior Note tendered
     for purchase and sold in the Remarketing shall be executed through the
     Depositary, and the accounts of the respective Depositary Participants
     shall be debited and credited and such Senior Notes delivered by book entry
     as necessary to effect purchases and sales of such Senior Notes. The


                                       8
<PAGE>


     Depositary shall make payment in accordance with its normal procedure;
     PROVIDED that, the procedures set forth herein, including provisions for
     payment by purchasers of the Senior Notes in the Remarketing, shall be
     subject to modification to the extent required by the Depositary or if the
     book-entry system is no longer available for the Senior Notes at the time
     of the Remarketing, to facilitate the remarketing of the Senior Notes in
     certificated form, and shall provide for the authentication and delivery of
     Senior Notes in a principal amount equal to the unremarketed portion of
     such Senior Notes. In addition, the Remarketing Agent may modify, the
     settlement procedures set forth herein in order to facilitate the
     settlement process.

     If any Holder of Senior Notes selling Senior Notes in the Remarketing fails
     to deliver such Senior Notes, the direct or indirect Depositary Participant
     of such selling Holder and of any other Person who was to have purchased
     Senior Notes in the Remarketing may deliver to any such other Person an
     aggregate principal amount of Senior Notes that is less than the aggregate
     principal amount of Senior Notes that otherwise was to be purchased by such
     Person. In such event, the aggregate principal amount of Senior Notes to be
     so delivered shall be determined by such direct or indirect Depositary
     Participant, and delivery of such lesser aggregate principal amount of
     Senior Notes shall constitute good delivery.

     (iv) OTHER MATTERS REGARDING REMARKETING.

     (A) The Remarketing Agent may purchase Remarketing Senior Notes for its own
     account. However, under no circumstances, shall the Remarketing Agent be
     obligated to purchase any Senior Notes in connection with a Remarketing and
     neither the Company nor the Remarketing Agent shall be obligated to provide
     or liable for any payment upon tender of Senior Notes in a Remarketing.

     (B) Under the Remarketing Agreement, the Company, in its capacity as issuer
     of the Senior Notes, shall be liable for, and shall pay, any and all costs
     and expenses incurred in connection with the Remarketing, other than the
     Remarketing Fee.

     (C) Notwithstanding the Pledge and, if applicable, the delivery of
     Separated Senior Notes to the Collateral Agent for Remarketing, in each
     case, as set forth herein, the Company's obligation to pay interest,
     including any accrued and unpaid interest, on all outstanding Senior Notes
     (whether then comprising a part of Corporate PIES or as Separated Senior
     Notes) pursuant to the Indenture shall remain unconditional and absolute.

20. DEFINITIONS.

     "Applicable Spread" means the spread corresponding to the Prevailing Rating
of the Senior Notes, as set forth below, in effect at the close of business on
the Business Day immediately preceding the date of the Failed Remarketing, if
applicable:

<TABLE>
<CAPTION>
         PREVAILING RATING                                        SPREAD
         -----------------                                        ------
        <S>                                                     <C>
         AA/Aa2.............................................      3.00%
         A/A2...............................................      4.00%
         BBB/Baa2...........................................      5.00%
         Below BBB/Baa2.....................................      7.00%
</TABLE>

                                       9
<PAGE>

     "Authorized Newspaper" has the meaning set forth in Section 1.1(d) of the
Purchase Contract Agreement.

     "Business Day" has the meaning set forth in Section 1.1(d) of the Purchase
Contract Agreement.

     "Cash Settlement" has the meaning set forth in Section 5.8(a)(i) of the
Purchase Contract Agreement.

     "Corporate PIES" has the meaning set forth in Section 1.1(d) of the
Purchase Contract Agreement.

     "Early Settlement" has the meaning set forth in Section 5.9(a) of the
Purchase Contract Agreement.

     "Election Date" means the fourth Business Day prior to the Initial
Remarketing Date.

     "Failed Remarketing" has the meaning set forth in Section 5.3(c) of the
Purchase Contract Agreement.

     "Final Remarketing Date" has the meaning set forth in Section 1 of the
Remarketing Agreement.

     "Holder" means the beneficial holder of any Senior Notes, whether Pledged
Senior Notes or Separated Senior Notes.

     "Initial Remarketing" has the meaning set forth in Section 2(b) of the
Remarketing Agreement.

     "Initial Remarketing Date" has the meaning set forth in Section 2(b) of the
Remarketing Agreement.

     "Interest Payment Dates" means ________, ________, _________ and ________
of each year, commencing on ____________, 2002.

     "Issue Date" means November __, 2001.

     "Merger Early Settlement" has the meaning set forth in Section 5.10 of the
Purchase Contract Agreement.

     "Outstanding", when used with respect to the Senior Notes means as of the
date of determination, all Senior Notes, theretofore authenticated and delivered
under the Indenture, except:


                                       10
<PAGE>


     (a) Senior Notes theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;

     (b) Senior Notes for whose payment at Maturity the necessary amount of
money or money's worth has been theretofore deposited (other than pursuant to
Section 402 of the Indenture) with the Trustee or any Paying Agent (other than
the Company) in trust or set aside and segregated in trust by the Company (if
the Company shall act as its own Paying Agent) for the Holders of such Senior
Notes;

     (c) Senior Notes with respect to which the Company has effected defeasance
or covenant defeasance has been effected pursuant to Section 402 of the
Indenture; and

     (d) Senior Notes that have been paid pursuant to Section 306 of the
Indenture or in exchange for or in lieu of which other Senior Notes have been
authenticated and delivered pursuant to the Indenture, other than any such
Senior Notes in respect of which there shall have been presented to the Trustee
proof satisfactory to it that such Senior Notes are held by a bona fide
purchaser in whose hands such Senior Notes are valid obligations of the Company;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of Outstanding Senior Notes have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders of Senior Notes for quorum purposes, Senior Notes owned by
the Company or any other obligor upon the Senior Notes or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in making any such determination or relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Senior Notes which a
Responsible Officer of the Trustee knows to be so owned shall be so disregarded.
Senior Notes so owned which shall have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee (A) the pledgee's right so to act with respect to such Senior Notes and
(B) that the pledgee is not the Company or any other obligor upon the Senior
Notes or an Affiliate of the Company or such other obligor.

     "Pledge Agreement" means the Pledge Agreement, dated as of November __,
2001, among the Company, Wells Fargo Bank Minnesota, National Association, as
Collateral Agent and Securities Intermediary, and The Bank of New York, as
Purchase Contract Agent, as the same may be amended, modified or supplemented
from time to time in accordance with the terms thereof.

     "Pledged Senior Note" has the meaning set forth in Section 1 of the Pledge
Agreement.

     "Prevailing Rating," for the purposes of the definition of Applicable
Spread, means:

     (a) AA/Aa2 if the Senior Notes have a credit rating of AA or better by
Standard & Poor's Ratings Services, Inc. ("S&P") AND Aa2 or better by Moody's
Investors Service, Inc. ("Moody's") or the equivalent of such ratings by such
agencies or a substitute rating agency or substitute rating agencies selected by
the Remarketing Agent;


                                       11
<PAGE>


     (b) if not under clause (i) above, then A/A2 if the Senior Notes have a
credit rating of A or better by S&P AND A2 or better by Moody's or the
equivalent of such ratings by such agencies or a substitute rating agency or
substitute rating agencies selected by the Remarketing Agent;

     (c) if not under clauses (i) or (ii) above, then BBB/Baa2 if the Senior
Notes have a credit rating of BBB or better by S&P AND Baa2 or better by Moody's
or the equivalent of such ratings by such agencies or a substitute rating agency
or substitute rating agencies selected by the Remarketing Agent; or

     (d) if not under clauses (i), (ii) or (iii) above, then Below BBB/Baa2.

     Notwithstanding the foregoing, (A) if (i) the credit rating of the Senior
Notes by S&P shall be on the "Credit Watch" of S&P with a designation of
"negative implications" or "developing", or (ii) the credit rating of the Senior
Notes by Moody's shall be on the "Corporate Credit Watch List" of Moody's with a
designation of "downgrade" or "uncertain", or, in each case, on any successor
list of S&P or Moody's with a comparable designation, the Prevailing Ratings of
the Senior Notes shall be deemed to be within a range one full level lower in
the table set forth in the definition of Applicable Spread than those actually
assigned to the Senior Notes by S&P and Moody's and (B) if the Senior Notes are
rated by only one rating agency prior to or on the Remarketing Date, the
Prevailing Rating shall at all times be determined without reference to the
rating of any other rating agency; PROVIDED that, if no such rating agency shall
have in effect a rating for the Senior Notes and the Remarketing Agent is unable
to identify a substitute rating agency or rating agencies, the Prevailing Rating
shall be Below BBB/Baa2.

     "Purchase Contract Agreement" means the Purchase Contract Agreement, dated
as of November __, 2001, between the Company and The Bank of New York, as
Purchase Contract Agent, as the same may be amended, modified or supplemented
from time to time in accordance with the terms thereof.

     "Purchase Contract Settlement Date" means November __, 2005, which is the
fourth anniversary of the issuance of the PIES under the Purchase Contract
Agreement.

     "Regular Record Date" means, with respect to each Interest Payment Date,
the close of business on the 15th Business Day preceding such Interest Payment
Date, whether the Senior Notes are then issued in global or definitive form.

     "Remarketing" means the remarketing of the Remarketing Senior Notes
pursuant to this Officers' Certificate, the Purchase Contract Agreement, the
Pledge Agreement and the Remarketing Agreement.

     "Remarketing Agent" has the meaning set forth in Section 5.3(b) of the
Purchase Contract Agreement.

     "Remarketing Agreement" means the Remarketing Agreement, dated as of
November __, 2001 between the Company and the Remarketing Agent, as the same may
be amended, modified or supplemented from time to time in accordance with the
terms thereof.


                                       12
<PAGE>


     "Remarketing Procedures" means, collectively, the procedures and
requirements relating to the Remarketing and the determination of the Reset Rate
as set forth in this Officers' Certificate, the Purchase Contract Agreement, the
Pledge Agreement and the Remarketing Agreement.

     "Remarketing Senior Notes" has the meaning set forth in paragraph 19(i)(A).

     "Remarketing Settlement Date" means the date of the settlement of any
Successful Remarketing, which will be three Business Days after such
Remarketing.

     "Remarketing Value" has the meaning set forth in Section 1.1(d) of the
Purchase Contract Agreement.

     "Reset Rate" means the interest rate per annum with respect to the Senior
Notes that is determined by the Remarketing Agent pursuant to the Remarketing
Agreement as follows:

     (a) in connection with a Successful Remarketing, the interest rate
determined by the Remarketing Agent sufficient to allow it to remarket the
Remarketing Senior Notes at a price at least equal to the Remarketing Value;

     (b) upon the occurrence of a Failed Remarketing, the Two-Year Benchmark
Rate plus the Applicable Spread; or

     (c) if (i) the holders of Pledged Senior Notes have elected not to have
their Senior Notes remarketed in accordance with Section 5.3(e) of the Purchase
Contract Agreement and (ii) none of the holders of Separated Senior Notes have
elected to have their Senior Notes remarketed in accordance with paragraph
19(i)(C) of this Officers' Certificate and Section 5.7 of the Pledge Agreement,
the Reset Rate shall be the rate determined, in its sole discretion, by the
Remarketing Agent, as the rate that, in its judgment, would have been
established had a Remarketing being held on the Final Remarketing Date.

     "Securities Act" means the Securities Act of 1933, as amended from time to
time, or any successor legislation, and the rules and regulations promulgated
thereunder.

     "Separated Senior Notes" means Senior Notes that are not Pledged Senior
Notes.

     "Stated Maturity" means November __, 2007.

     "Subsequent Remarketing" has the meaning set forth in Section 2(c) of the
Remarketing Agreement.

     "Subsequent Remarketing Date" has the meaning set forth in Section 2(c) of
the Remarketing Agreement.

     "Successful Remarketing" has the meaning set forth in Section 2(d) of the
Remarketing Agreement.

     "Telerate" means the Moneyline Telerate Service.


                                       13
<PAGE>


     "Transfer" has the meaning set forth in the Pledge Agreement.

     "Treasury PIES" has the meaning set forth in 1.1(d) of the Purchase
Contract Agreement.

     "Treasury Security" has the meaning set forth in 1.1(d) of the Purchase
Contract Agreement.

     "Two-Year Benchmark Rate" means the bid side rate displayed at 10:00 a.m.
(New York City time), on the third Business Day preceding the Purchase Contract
Settlement Date for direct obligations of the United States having a maturity
comparable to the remaining term to the Stated Maturity of the Senior Notes, as
agreed upon by the Company and the Remarketing Agent as displayed in the
Telerate system or, if the Telerate system is no longer available or, in the
judgment of the Remarketing Agent (after consultation with the Company), no
longer an appropriate system from which to obtain such rate, such other
nationally recognized quotation system as, in the judgment of the Remarketing
Agent (after consultation with the Company) is appropriate. If this rate is not
so displayed, the Two-Year Benchmark Rate will be calculated by the Remarketing
Agent as the yield to maturity for direct obligations of the United States
having a maturity comparable to the remaining term to the Stated Maturity of the
Senior Notes, expressed as a bond equivalent on the basis of a year of 365 or
366 days, as applicable, and applied on a daily basis, and computed by taking
the arithmetic mean of the secondary market bid rates, as of 10:30 a.m. (New
York City time) on the third Business Day preceding the Purchase Contract
Settlement Date of three leading United States government securities dealers
selected by the Remarketing Agent (after consultation with the Company) (which
may include the Remarketing Agent or an Affiliate thereof). However, if, in the
judgment of the Remarketing Agent, after consultation with the Company, direct
obligations of the United States are no longer appropriate benchmarks for the
purpose of setting the Reset Rate if a Failed Remarketing has occurred, the
Remarketing Agent and the Company will agree upon another Two-Year Benchmark
Rate.

     "Underwriters" means Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner &
Smith, Incorporated, Goldman, Sachs & Co. and First Union Securities, Inc., as
underwriters under the Underwriting Agreement.

     "Underwriting Agreement" means the Underwriting Agreement dated
November __, 2001 between the Company and the Underwriters.

     The undersigned officers of the Company do hereby further certify, pursuant
to Sections 13.04 and 13.05 of the Indenture, as follows:

     (1) We have read the covenants and conditions of the Indenture relating to
     the issuance authentication and delivery of the Senior Notes and in respect
     of compliance with which this certificate is furnished, and the definitions
     in the Indenture relating thereto;

     (2) The statements contained in this certificate are based upon our
     familiarity with the Indenture, the documents accompanying this certificate
     and, as to factual matters, upon our discussions with officers and
     employees of the Company familiar with the facts relating to the matters
     set forth herein;


                                       14
<PAGE>


     (3) In our opinion, we have made such examination or investigation as is
     necessary to enable us to express an informed opinion as to whether or not
     such covenants and conditions have been complied with; and

     (4) In our opinion, such conditions and covenants, and all conditions
     precedent, if any (including any covenants compliance with which
     constitutes a condition precedent) relating to the authentication and
     delivery by the Trustee of the Senior Notes requested to be authenticated
     and delivered on the date hereof, have been complied with.


                                       15
<PAGE>



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



                           By: ___________________________________
                               Richard K. Atkinson
                               Treasurer and Investor Relations Officer


                           By: ___________________________________
                               Dennis D. Schiffel
                               Treasurer and Investor Relations Officer



Acknowledged and Received on
November __, 2001

THE BANK OF NEW YORK,
as Trustee


By:____________________________
Name:_________________________
Title:__________________________




                                       16
<PAGE>

                                                                       EXHIBIT A


                       FORM OF ____% SENIOR NOTE DUE 2007

     [This Senior Note is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of the Depository Trust
Company, a New York corporation (the "Depository"), or a nominee thereof. This
Senior Note may not be exchanged in whole or in part for a security registered,
and no transfer of this senior note in whole or in part may be registered, in
the name of any person other than such depositary or a nominee thereof, except
in the limited circumstances described in the Indenture.]**

     [Unless this certificate is presented by an authorized representative of
the Depositary, to Sierra Pacific Resources or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. Or in such other name as requested by an authorized
representative of DTC and any payment is made to Cede & Co., ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an interest
herein.]**



                            SIERRA PACIFIC RESOURCES

                           ____% SENIOR NOTE DUE 2007

NO.:                                                     CUSIP NO.:
    ------------                                                   ------------

$
 ------------

     SIERRA PACIFIC RESOURCES, a corporation duly organized and existing under
the laws of the State of Nevada (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to [Cede & Co.]**, or registered assigns
(the "Holder"), the principal sum of _________ Dollars ($_______) [, or such
other principal amount as shall be set forth in the Schedule of Increases or
Decreases attached hereto,]*** on November__, 2007 in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public or private debts and to pay interest thereon from __________,
2001 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, quarterly in arrears on __________, _________,
_________ and __________ of each year, commencing on __________, 2002, at the
rate of ___% per annum to, but excluding, either (1) the Remarketing Settlement
Date, if there has been a Successful Remarketing, or (2) the Purchase Contract
Settlement Date, if a Failed Remarketing has occurred or, if there is not a
Remarketing at all pursuant to clause (c) of the definition of "Reset Rate" in
the Officers' Certificate, and at the Reset Rate thereafter, until the principal
hereof is paid or made available for payment.


---------------------------------------
**   Insert in Global Securities.

***  Insert in Global Securities and Pledged Senior Notes.



<PAGE>
                                                                             A-2


     Payments of interest on the Senior Notes will include interest accrued to,
but excluding, the respective Interests Payment Dates. Interest payments for the
Senior Notes shall be computed and paid (1) for any full quarterly period, on
the basis of a 360-day year of twelve 30-day months, (2) for any period shorter
than a full quarterly period, on the basis of a 30-day month and (3) for any
period less than a month, on the basis of the actual number of days elapsed per
30-day month. In the event that any date on which interest is payable on the
Senior Notes is not a Business Day, then payment of the interest payable on such
date will be made on the next succeeding day that is a Business Day (and without
any interest or payment in respect of any such delay), in each case with the
same force and effect as if made on the date the payment was originally due and
payable; PROVIDED, HOWEVER, if such Business Day is in the next calendar year,
then such payment will be made on the preceding Business Day.

     Any principal of or installment of interest on the Senior Notes that is
overdue shall bear interest at the interest rate then borne by the Senior Notes
(to the extent that the payment of such interest shall be legally enforceable),
from the dates such amounts are due until they are paid or made available for
payment, and such interest shall be payable on demand by the Holders.

     Interest shall be paid quarterly in arrears on each Interest Payment Date
to the Person in whose name the Senior Notes are registered on the Regular
Record Date for such Interest Payment Date; PROVIDED that, interest payable at
the Stated Maturity of principal as provided herein will be paid to the Person
to whom principal is payable. Any such interest that is not so punctually paid
or duly provided for will forthwith cease to be payable to the Holders on such
Regular Record Date and may either be paid to the Person or Persons in whose
name the Senior Notes are registered at the close of business on a special
record date (as such term is used in Section 2.12 of the Indenture) for the
payment of such defaulted interest to be fixed by the Company, notice whereof
shall be given to Holders of the Senior Notes not less than ten days prior to
such special record date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange, if any, on which
the Senior Notes may be listed, and upon such notice as may be required by any
such exchange, all as set forth in Section 2.12 of the Indenture.

     Reference is hereby made to the further provisions of this Senior Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Senior Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


                                       2
<PAGE>
                                                                             A-3


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



Dated:                                 SIERRA PACIFIC RESOURCES



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




                          CERTIFICATE OF AUTHENTICATION



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

                                       THE BANK OF NEW YORK, as Trustee



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



                                       3
<PAGE>
                                                                             A-4


                            [REVERSE OF SENIOR NOTE]

     1. INDENTURE; NOTES.

     This Senior Note is one of a duly authorized series of Securities of the
Company (the "Senior Notes"), issued and to be issued in one or more series
under an Indenture, dated as of May 1, 2000 (the "Indenture"), between the
Company and The Bank of New York, as Trustee (the "Trustee", which term includes
any successor trustee under the Indenture), and reference is hereby made to the
Indenture for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. The terms, conditions and provisions of the
Securities are those stated in the Indenture, those made part of the Indenture
by reference to the Trust Indenture Act of 1939, as amended, and those set forth
in this Senior Note. To the extent that the terms, conditions and other
provisions of this Senior Note modify, supplement or are consistent with those
of the Indenture, the terms, conditions and other provisions of the Indenture
shall govern.

     The maximum aggregate principal amount of Senior Notes that may be
authenticated and delivered under the Indenture (except for Senior Notes
authenticated and delivered upon registration or transfer of or in exchange for,
or in lieu of other Senior Notes pursuant to Section 2.06, 2.07, 2.09 or 3.07 of
the Indenture) shall be [$300,000,000] (or up to [$345,000,000] if the
Underwriters exercise their over-allotment option as set forth in the
Underwriting Agreement). The Senior Notes are issuable only in denominations of
$50 and any integral multiple thereof.

     All capitalized terms that are used but not defined in this Senior Note
shall have the meanings assigned to them in the Officers' Certificate.

     2. RANKING.

     The Senior Notes shall constitute the senior, unsecured and unsubordinated
debt obligations of the Company and shall rank equally in right of payment with
all other existing and future senior, unsecured and unsubordinated debt
obligations of the Company.

     3. FORM; TRANSFER, REGISTRATION AND EXCHANGE.

     The Senior Notes, upon original issuance (including Senior Notes, if any,
issued pursuant to the exercise of the Underwriters' over-allotment option as
set forth in the Underwriting Agreement), shall be issued as Registered
Securities, without coupons, in the form of one or more global Senior Notes
(each a "Global Senior Note"), to be delivered to The Depository Trust Company,
the initial Depositary, by or on behalf of the Company. Such Global Senior Notes
initially shall be registered on the books and records of the Company in the
name of "Cede & Co.," the nominee of the initial Depositary.

         No beneficial owner of Senior Notes shall receive a definitive Senior
Note representing such beneficial owner's interest in such Global Senior Notes,
except as provided in Section 2.06 of the Indenture. Unless and until
definitive, fully registered Senior Notes have been issued to the beneficial
owners of Senior Notes pursuant to Section 2.06 of the Indenture. The rights of


                                       4
<PAGE>
                                                                             A-5


the beneficial owners of the Senior Notes shall be exercised only through the
Depositary and shall be limited to those established by law and agreements
between such beneficial owners and the Depositary and/or the Depositary
Participants. The Depositary shall make book-entry transfers among its
participants and receive and transmit any payments on the Global Senior Notes to
such participants; PROVIDED that, solely for the purposes of determining whether
the Holders of the requisite amount of Senior Notes have voted on any matter
provided for in the Indenture, so long as definitive Senior Notes have not been
issued, the Company may rely conclusively on, and shall be protected in relying
on, any written instrument (including a proxy) delivered to the Company by the
Depositary setting forth the votes of the beneficial owners of the Senior Notes
or assigning the right to vote on any matter to any other Persons either in
whole or in part. The Senior Notes are subject to transfer, registration and
exchange as set forth in Section 2.06 of the Indenture, as supplemented by the
Officers' Certificate.

     Reference is hereby made to Section 2.06 of the Indenture for the
provisions relating to the transfer, registration and exchange of the Senior
Notes. Notwithstanding any other provisions of the Indenture (other than the
provisions set forth in Section 2.06 of the Indenture), Global Senior Notes may
not be transferred as a whole except by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. Interests of
beneficial owners may be transferred or exchanged for Senior Notes not
represented by a Global Senior Note, and Senior Notes not represented by a
Global Senior Note may be transferred or exchanged for a Global Senior Notes or
Senior Notes, in accordance with rules of the Depositary and the provisions of
Section 2.06 of the Indenture.

     5. PLEDGE.

     Upon initial issuance, the Senior Notes shall be pledged to the Collateral
Agent for the benefit of the Company, pursuant to the terms of the Pledge
Agreement, as collateral to secure the obligations of the Holders of Corporate
PIES to purchase the Common Stock in accordance with the terms of the Purchase
Contract Agreement. The Senior Notes may be transferred, in whole or in part,
only in accordance with the terms and conditions set forth in the Indenture, the
Pledge Agreement and the Purchase Contract Agreement. To the fullest extent
permitted by law, any transfer or purported transfer of any Senior Note not made
in accordance with the Indenture shall be null and void. Subject to this
Section, the Senior Notes shall be freely transferable.

     6. PLACE AND METHOD OF PAYMENT.

     Payments of the principal of and interest on the Senior Notes shall be made
at the office of the Paying Agent, with any such payment that is due at the
Stated Maturity of any Senior Notes being made upon surrender of such Senior
Notes to the Paying Agent. Payments of interest (including interest on any
Interest Payment Date) will be made at the option of the Company, (i) by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register or (ii) by wire transfer at such place and to
such account at a banking institution in the United States as may be designated
in writing to the Trustee at least sixteen days prior to the date for payment by
the Person entitled thereto.


                                       5
<PAGE>
                                                                             A-6


     7. NO REDEMPTION OR SINKING FUND.

     The Senior Notes shall not be redeemable at the option of the Company, the
Holders or otherwise; and there shall be no sinking fund with respect to the
Senior Notes.

     8. REMARKETING.

          (i) REMARKETING RIGHTS. (A) The Remarketing Senior Notes shall be
     remarketed in the Remarketing pursuant to the Remarketing Procedures. All
     holders of PIES Senior Notes, including those who have attempted to effect
     a Cash Settlement pursuant to Section 5.8 of the Purchase Contract
     Agreement, Early Settlement pursuant to Section 5.9 of the Purchase
     Contract Agreement or Merger Settlement pursuant to Section 5.10 of the
     Purchase Contract Agreement but have failed to follow the procedures for
     such settlements shall be deemed to have consented to the Remarketing of
     their Senior Notes pursuant to the Remarketing Procedures in any
     Remarketing, or in the case of an unsuccessful Cash Settlement, in the
     Final Remarketing. The right of each Holder of Senior Notes to have its
     Senior Notes remarketed will be limited, however, to the extent that (i)
     the Remarketing Agent conducts a Remarketing pursuant to the terms of the
     Remarketing Agreement, (ii) the Remarketing Agent is able to find a
     purchaser or purchasers for the tendered Senior Notes, (iii) such purchaser
     or purchasers deliver the purchase price therefor to the Remarketing Agent
     and (iv) the Remarketing may not commenced or be consummated pursuant to
     applicable law. In addition, all holders of Senior Notes shall be deemed to
     have consented to the Remarketing Procedures and the terms of the Purchase
     Contract Agreement, the Pledge Agreement and the Remarketing Agreement with
     respect to the pledge and transfer and other provisions of these agreements
     with respect to their Senior Notes, pursuant to the terms of such
     agreements.

                       (B) Holders of Senior Notes comprising part of Corporate
     PIES may elect not to participate in the Remarketing by creating Treasury
     PIES if it notifies the Purchase Contract Agent of such election and
     delivers the specific U.S. Treasury Security or U.S. Treasury Securities
     not later than 5:00 p.m. (New York City time) on the Election Date. A
     Holder that has not so created Treasury PIES by delivering the Treasury
     Security or Treasury Securities pursuant to this paragraph and
     Section 3.13 of the Purchase Contract Agreement shall be deemed to have
     elected to participate in any Remarketing.

                       (C) Holders of Separated Senior Notes may elect to have
     such Separated Senior Notes remarketed, if such holder delivers
     (a) to the Trustee and the Collateral Agent a notice of that election, by
     use of a notice in substantially the form of Exhibit B to the Officers'
     Certificate, specifying the aggregate principal amount of Senior Notes
     to be remarketed, and (b) such Separated Senior Notes, by book-entry
     transfer or other appropriate procedures, to the Collateral Agent for
     Remarketing, in each case, by 5:00 p.m. (New York City time) on the
     Election Date. Once the holder of such Separated Senior Notes delivers
     such notice and Separated Senior Notes as specified in the preceding
     sentence, such election may not be withdrawn and may not be conditioned
     upon the level at which the Reset Rate is established in the Remarketing;
     PROVIDED, HOWEVER, that if such a holder delivers only such a notice but
     not the Separated Senior Notes subject to the notice, or vice versa, then
     none of such holder's Separated Senior Notes shall be included in the
     Remarketing. On the Business Day immediately preceding the Initial
     Remarketing Date, the Collateral Agent shall notify the Remarketing
     Agent of the aggregate number of Separated Senior Notes to be remarketed.
     If there is a Successful Remarketing, the Collateral Agent shall transfer
     such Separated Senior Notes in accordance with the instructions


                                       6
<PAGE>
                                                                             A-7


     provided by the Remarketing Agent pursuant to the Remarketing Agreement. If
     a Failed Remarketing occurs, the Collateral Agent shall Transfer such
     Separated Senior Notes to the holders by the end of the Business Day
     following the Failed Remarketing.

          (ii) REMARKETING AND RATE RESET PROCEDURES. (A) On the seventh
     Business Day prior to the Initial Remarketing Date or the Final Remarketing
     Date, as applicable, the Purchase Contract Agent shall give notice of the
     Remarketing in an Authorized Newspaper, including the specific U.S.
     Treasury Security or Treasury Securities (including the CUSIP number and/or
     the principal terms of such Treasury Security or Treasury Securities) that
     must be delivered by Holders of Corporate PIES that elect not to
     participate in the Remarketing pursuant to Section 5.3(e) of the Purchase
     Contract Agreement, no later than 5:00 p.m. (New York City time) on the
     Election Date. Promptly after 11:00 a.m. (New York City time) on the
     Business Day preceding the Initial Remarketing Date, or the Final
     Remarketing Date, as applicable, the Purchase Contract Agent shall notify
     the Remarketing Agent, the Company, the Collateral Agent and the Trustee of
     the aggregate principal amount of Pledged Senior Notes to be remarketed and
     the Collateral Agent, having separately notified the Remarketing Agent, the
     Trustee and the Company of the aggregate principal amount of Separated
     Senior Notes to be included in the Remarketing by 11:00 a.m. (New York City
     time), on the Business Day immediately preceding the Initial Remarketing
     Date or the Final Remarketing Date, as applicable, shall concurrently
     therewith, pursuant to the Pledge Agreement, deliver for Remarketing to the
     Remarketing Agent all Remarketing Senior Notes.

                       (B) The Remarketing Agent shall use its commercially
     reasonable efforts to remarket the Remarketing Senior Notes pursuant to
     the Remarketing Agreement. If there is a Successful Remarketing, by
     approximately 4:30 p.m. (New York City time) on the Remarketing Date, the
     Remarketing Agent shall advise, by telephone, the Trustee and the other
     parties specified in the Purchase Contract Agreement, of the Reset Rate
     determined in the Remarketing and the number of Remarketing Senior Notes
     remarketed in the Remarketing.

     Upon receipt of the proceeds from a Successful Remarketing, the Remarketing
     Agent shall among other actions specified by the Remarketing Agreement:

                            (I) deduct and retain an amount equal to .25% of
          the proceeds of the principal amount of the Remarketing Senior Notes
          for the performance of its services as Remarketing Agent;

                           (II) if the Successful Remarketing occurs prior to
          the third Business Day preceding the Purchase Contract Settlement
          Date, use the remaining proceeds with respect to the Pledged Senior
          Notes from such Successful Remarketing to purchase the Treasury
          Portfolio, in open market transactions and/or at Treasury auctions,
          in the amount and types of Treasury securities describe in
          clauses (1)(i) and (2)(ii) of the definition of Remarketing Value
          related to the Pledged Senior Notes, and, on or prior to the third
          Business Day following the Remarketing Date (such date of settlement
          of the Remarketing, the "Remarketing Settlement Date") deliver such
          Treasury Portfolio to the Collateral Agent, or (II) if such


                                       7
<PAGE>
                                                                             A-8


          Successful Remarketing occurs on the Final Remarketing Date, remit to
          the Collateral Agent the portion of the remaining proceeds with
          respect to the Pledged Senior Notes from such Successful Remarketing
          to be delivered to the Purchase Contract Agent in settlement of the
          Purchase Contracts;

                           (III) if any Separated Senior Notes were included
          in such successful Remarketing, remit to the Collateral Agent the
          remaining portion of the proceeds from the Successful Remarketing of
          such Separated Senior Notes equal to the principal amount of such
          Separated Senior Notes for payment by the Collateral Agent to the
          holders of such Separated Senior Notes; and

                            (IV) remit any remaining balance of such proceeds
          after the application of such proceeds as set forth in clauses (I)
          through (III) above, if any, to the Purchase Contract Agent for the
          benefit of the Holders of the remarketed Pledged Senior Notes and to
          the Collateral Agent for the for the holders of any remarketed
          Separated Senior Notes on a pro rata basis;

PROVIDED, HOWEVER, that if such Successful Remarketing is consummated after 4:30
p.m. (New York City time) on such Remarketing Date and, despite using its
commercially reasonable efforts, the Remarketing Agent cannot cause the
applications of the proceeds specified above to occur on such Remarketing Date,
then the Remarketing Agent may make such applications and remittances on the
next succeeding Business Day.

     Any distributions to Holders of funds described in paragraphs (I) through
(IV) above shall be payable at the office of the Purchase Contract Agent in The
City of New York maintained for that purpose or, at the option of the Holder or
the holder of Separated Senior Notes, as applicable, by check mailed to the
address of the Person entitled thereto at such address as it appears on the
Register or by wire transfer to an account specified by the Holder or the holder
of Separated Senior Notes, as applicable.

     (C) If a Failed Remarketing occurs:

             (I)  The Remarketing Agent shall notify by telephone by 4:00 p.m.
          (New York City time) on the Final Remarketing Date the Depositary, the
          Trustee, the Purchase Contract Agent, the Collateral Agent and the
          Company that a Failed Remarketing has occurred.

             (II) The Company shall cause a notice of the Failed Remarketing
          to be sent to the Holders of all such Senior Notes and to be published
          in an Authorized Newspaper, in each case, no later than on the
          Business Day preceding the Purchase Contract Settlement Date.

            (III) By the third Business Day following the Failed Remarketing,
          the Remarketing Agent shall remit (A) to the Collateral Agent the


                                       8
<PAGE>
                                                                             A-9


          Remarketing Senior Notes that were formerly components of the
          Corporate PIES and (B) to the Collateral Agent the Separated Senior
          Notes, whereupon the Collateral Agent shall transfer such Separated
          Senior Notes to the related Holders thereof.

                   (IV) The Remarketing Agent shall determine the Reset Rate
          that will be equal to the Two Year Benchmark Treasury in effect on
          the Purchase Contract Settlement Date plus the Applicable Spread.

                    (V) The Collateral Agent, under the Pledge Agreement and
          for the benefit of the Company, may, on the written direction of the
          Company, exercise its rights as a secured party with respect to such
          Pledged Senior Notes, including those actions specified below;
          PROVIDED that, if upon a Failed Remarketing, the Collateral Agent
          exercises such rights for the benefit of the Company with respect to
          such Pledged Senior Notes, any accumulated and unpaid interest on
          such Senior Notes will become payable by the Company to the Purchase
          Contract Agent for payment to the Holders of the Corporate PIES to
          which such Senior Notes relates. Such payment will be made by the
          Company on or prior to 11:00 a.m. (New York City time), on the
          Purchase Contract Settlement Date in lawful money of the United
          States by certified or cashiers' check or wire transfer in
          immediately available funds payable to or upon the order of the
          Purchase Contract Agent.

     With respect to any Pledged Senior Notes which are subject of a Failed
Remarketing, the Collateral Agent, for the benefit of the Company, reserves all
of its rights as a secured party with respect thereto and, subject to applicable
law, may, on the written directions of the Company, (i) retain such Senior Notes
in full satisfaction of the Holders' obligations under the related Purchase
Contracts or (ii) sell such Senior Notes in one or more public or private sales.

     (D) If all of the holders of Corporate PIES elect not to participate in the
     Remarketing and no holders of Senior Notes that are not a component of
     Corporate PIES elect to participate in the Remarketing and deliver their
     Senior Notes and a notice of such election to the Collateral Agent,
     pursuant to and in accordance with the Pledge Agreement then, (i) the
     Remarketing Agent shall, in its sole discretion, determine the rate that,
     in its judgment, would have been established had a Remarketing been held on
     the Remarketing Date, and such rate shall be the Reset Rate; and (ii) by
     approximately 4:30 p.m. (New York City time), on the third Business Day
     preceding the Purchase Contract Settlement Date, the Remarketing Agent
     shall advise by telephone (promptly confirmed in writing), the Trustee and
     the Company of such Reset Rate, whereupon the Company shall notify the
     Depositary in writing of such Reset Rate.

     The Remarketing Agent's calculation of the Reset Rate shall be conclusive
and binding and the Trustee shall have no responsibility for the calculation
thereof.

     (iii) DEPOSITARY'S PROCEDURES, ETC.


                                       9
<PAGE>
                                                                            A-10


     So long as the Corporate PIES, Treasury PIES or the Senior Notes are
evidenced by one or more Global Senior Notes deposited with the Depositary or
its nominee in writing of such Reset Rate, the Company shall request, not later
than 15 calendar days nor more than 30 Business Days prior to the Remarketing
Date, that the Depositary notify, directly or indirectly, each beneficial owner
of a Corporate PIES and of a Separated Senior Note of the impending Remarketing.

     In accordance with the Depositary's normal procedures, on the Remarketing
Settlement Date or the Purchase Contract Settlement Date, as applicable, the
transactions described above with respect to each Senior Note tendered for
purchase and sold in the Remarketing shall be executed through the Depositary,
and the accounts of the respective Depositary Participants shall be debited and
credited and such Senior Notes delivered by book entry as necessary to effect
purchases and sales of such Senior Notes. The Depositary shall make payment in
accordance with its normal procedure; PROVIDED that, the procedures set forth
herein, including provisions for payment by purchasers of the Senior Notes in
the Remarketing, shall be subject to modification to the extent required by the
Depositary or if the book-entry system is no longer available for the Senior
Notes at the time of the Remarketing, to facilitate the tendering and
remarketing of the Senior Notes in certificated form, and shall provide for the
authentication and delivery of Senior Notes in a principal amount equal to the
unremarketed portion of such Senior Notes. In addition, the Remarketing Agent
may modify, the settlement procedures set forth herein in order to facilitate
the settlement process.

     If any Holder of Senior Notes selling Senior Notes in the Remarketing fails
to deliver such Senior Notes, the direct or indirect Depositary Participant of
such selling Holder and of any other Person who was to have purchased Senior
Notes in the Remarketing may deliver to any such other Person an aggregate
principal amount of Senior Notes that is less than the aggregate principal
amount of Senior Notes that otherwise was to be purchased by such Person. In
such event, the aggregate principal amount of Senior Notes to be so delivered
shall be determined by such direct or indirect Depositary Participant, and
delivery of such lesser aggregate principal amount of Senior Notes shall
constitute good delivery.

     (iv) OTHER MATTERS REGARDING REMARKETING.

     (A) The Remarketing Agent may purchase Remarketing Senior Notes for its own
     account. However, under no circumstances, shall the Remarketing Agent be
     obligated to purchase any Senior Notes in connection with a Remarketing and
     neither the Company nor the Remarketing Agent shall be obligated to provide
     or liable for any payment upon tender of Senior Notes in a Remarketing.

     (B) Under the Remarketing Agreement, the Company, in its capacity as issuer
     of the Senior Notes, shall be liable for, and shall pay, any and all costs
     and expenses incurred in connection with the Remarketing, other than the
     Remarketing Fee.

     (C) Notwithstanding the Pledge and, if applicable, the delivery of
     Separated Senior Notes to the Collateral Agent for Remarketing, in each
     case, as set forth herein, the Company's obligation to pay interest,
     including any accrued and unpaid interest, on all outstanding Senior


                                       10
<PAGE>
                                                                            A-11

     Notes (whether then comprising a part of Corporate PIES or as Separated
     Senior Notes) pursuant to the Indenture shall remain unconditional and
     absolute.

9. DEFAULT AND REMEDIES.

     If an Event of Default with respect to Senior Notes shall occur and be
continuing, the principal of the Senior Notes may be declared due and payable in
the manner and with the effect and consequent remedies to the Holders, in each
case, as provided in the Indenture.

     No Holder of any Senior Note shall have any right by virtue or by availing
of any provision of the Indenture to institute any action or proceeding at law
or in equity or in bankruptcy or otherwise upon or under or with respect to the
Indenture, or for the appointment of a trustee, receiver, liquidator, custodian
or other similar official or for any other remedy hereunder, unless such Holder
previously shall have given to the Trustee written notice of a Continuing Event
of Default and unless the Holders of not less than 25% in aggregate principal
amount of the Senior Notes then Outstanding shall have made written request upon
the Trustee to institute such action or proceedings in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses and liabilities to be incurred therein
or thereby and the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity shall have failed to institute any such action or
proceeding and the Holders of a majority in principal amount of then Outstanding
Senior Notes shall have not given the Trustee a direction inconsistent with such
request, it being understood and intended, and being expressly covenanted by the
Holders of every Senior Note with every other Holder and the Trustee, that no
one or more Holders of Senior shall have any right in any manner whatever by
virtue or by availing of any provision of the Indenture to affect, disturb or
prejudice the rights of any other such Holder of Senior Notes, or to obtain or
seek to obtain priority over or preference to any other such Holder or to
enforce any right under the Indenture, except in the manner herein provided and
for the equal, ratable and common benefit of all Holders of Senior Notes. For
the protection and enforcement of the provisions of the Indenture, each and
every Holder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

10. TAX TREATMENT.

     The Company agrees, and by purchasing a beneficial ownership interest in
the Senior Notes each Holder of Senior Notes will be deemed to have agreed, for
United States federal income tax purposes (a) to treat the acquisition of a
Corporate PIES as the acquisition of a unit consisting of a stock purchase
contract and a senior note issued by the Company and to treat the Senior Notes
as indebtedness that is subject to Treas. Reg. Sec. 1.1275-4 (the "Contingent
Payment Regulations") and (b) to be bound by the Company's determination of the
"comparable yield" and "project payment schedule," within the meaning of the
Contingent Payment Regulations, with respect to the Senior Notes. The Company
agrees to provide promptly to Holders of the Senior Notes, upon written request,
the amount of original issue discount, issue date, yield to maturity, comparable
yield and projected payment schedule. Any such written request should be sent to
the Company at the following address: Sierra Pacific Resources, 6100 Neil Road,
P.O. Box 30150, Reno, Nevada 89520-0400.


                                       11
<PAGE>
                                                                            A-12


11. AMENDMENT; SUPPLEMENTS; AND WAIVERS.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders at any time by the Company and the Trustee
with the consent of the Holders of a majority in principal amount of the Senior
Notes then Outstanding. The Indenture also contains provisions permitting the
Holders of a majority in aggregate principal amount of the Senior Notes
Outstanding, on behalf of the Holders of all Senior Notes, to waive certain past
defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Senior Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Senior Note and of any Senior 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
Senior Note.

12. OBLIGATION ABSOLUTE AND UNCONDITIONAL.

     No reference herein to the Indenture and no provision of this Senior Note
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Senior Note at the times, place and rate, and in the coin or
currency, herein prescribed.

13. SEVERABILITY.

     If any provision in this Senior Note is unenforceable in any jurisdiction,
then to the fullest extent permitted bylaw, (i) the other provisions of this
Senior Note shall remain in full force and effect in such jurisdiction and shall
be liberally construed in order to carry out the intentions of the parties
hereto as nearly as may be possible and (ii) the invalidity or unenforceability
of any provision of this Senior Note in any jurisdiction shall not in any way
affect the validity or enforceability of such provision any other jurisdiction.

14. GOVERNING LAW.

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

15. JURISDICTION; VENUE.

     The Company submits to the nonexclusive jurisdiction of the United States
District Court for the Southern District of New York and of any New York state
court sitting in New York City for the purposes of all legal proceedings arising
out of or relating to this Senior Note or the transactions contemplated hereby.
The parties hereto irrevocably waive, to the fullest extent permitted by
applicable law, any objection which they may now or hereafter have to the laying
of the venue of any such proceeding brought in such a court and any claim that
any such proceeding brought in such a court has been brought in an inconvenient
forum.


                                       12
<PAGE>
                                                                            A-13


16. COPIES OF THE INDENTURE.

     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:

                  Sierra Pacific Resources
                  6100 Neil Road
                  Reno, Nevada  89520-3150
                  Attention:  Treasurer



                                       13
<PAGE>


                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

     TEN COM -                as tenants in common

     TEN ENT -                as tenants by the entireties

     JT TEN -                 as joint tenants with rights of survivorship and
                              not as tenants in common

     UNIF GIFT MIN ACT -                       Custodian for
                              ----------------               ------------------
                                 (CUSTODIAN)                        (MINOR)

                              Under Uniform Gifts to Minors Act of

                              ------------------------------------
                                             (STATE)

Additional abbreviations may also be used though not on the above list.

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

     FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto

-------------------------------------------------------------------------------
                            (INSERT NAME OF ASSIGNEE)

-------------------------------------------------------------------------------
(INSERT SOCIAL SECURITY, TAXPAYER I.D. OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)

-------------------------------------------------------------------------------
                          (INSERT ADDRESS OF ASSIGNEE)

the within Senior Note and all rights thereunder, hereby irrevocably
constituting and appointing

-----------------------------------------------------------------------------
agent to transfer said Senior Note on the books of Sierra Pacific Resources,
with full power of substitution in the premises.

Dated:
       --------------- --, -----        --------------------------------------
                                        Signature


                                        --------------------------------------
                                        NOTICE: The signature to this assignment
                                        must correspond with the name as it
                                        appears upon the face of the within
                                        Corporate PIES Certificates in every
                                        particular, without alteration or
                                        enlargement or any change whatsoever.


<PAGE>


                                        Signature Guarantee:
                                                           ---------------------

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.



<PAGE>


                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                       SCHEDULE OF INCREASES OR DECREASES

     The following increases or decreases in this Global Senior Note have been
made:

<TABLE>
<CAPTION>
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                                                          Principal amount of
                           Amount of decrease    Amount of increase in       Senior Notes
                           in principal amount    principal amount of      evidenced by the         Signature of
                             of Senior Notes          Senior Notes        Global Senior Note     authorized officer
                            evidenced by the        evidenced by the        following such          of Trustee or
          Date             Global Senior Note      Global Senior Note    decrease or increase   Securities Custodian
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                       <C>                    <C>                     <C>                    <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

</TABLE>



<PAGE>



                                                                       EXHIBIT B


                     NOTICE TO TRUSTEE AND COLLATERAL AGENT
                         REGARDING OPTIONAL REMARKETING

Wells Fargo Bank Minnesota, N.A., as Collateral Agent
Corporate Trust
Sixth and Marquette
MAC N9303-120
Attention:  Jane Schweiger
Facsimile:  (612) 667-9825


The Bank of New York, as Indenture Trustee
Corporate Trust Division
5 Penn Plaza--13th Floor
New York, NY 10001-1810
Attention:  Stacey B. Poindexter
Facsimile (212) 896-7299


                  Re: SENIOR NOTES OF SIERRA PACIFIC RESOURCES


     Reference is made to Indenture dated as of May 1, 2000 (the "Indenture"),
between Sierra Pacific Resources (the "Company") and The Bank of New York, as
trustee (the "Trustee"). Capitalized terms used herein but not defined shall
have the meanings set forth in the Indenture.

     The undersigned hereby notifies you in accordance with paragraph 19(i)(A)
of the Officers' Certificate and Section 5.7 of the Pledge Agreement that the
undersigned Holder elects to have $____________ aggregate principal amount of
Senior Notes included in the Remarketing and will deliver such Senior Notes to
_______ for that purpose. The undersigned will, upon request of the Remarketing
Agent, execute and deliver any additional documents deemed by the Remarketing
Agent or by the Company to be necessary or desirable to complete the sale,
assignment and transfer of the Senior Notes tendered hereby.

     The undersigned hereby instructs you, upon receipt of the Proceeds of such
Remarketing from the Remarketing Agent to deliver such Proceeds to the
undersigned in accordance with the instructions indicated herein under "A.
Payment Instructions". The undersigned hereby instructs you, in the event of a
unsuccessful Remarketing, upon receipt of the Senior Notes tendered herewith
from the Remarketing Agent, to deliver the Senior Notes to the person(s) and at
the address(es) indicated herein under "B. Delivery Instructions." The
undersigned acknowledges and agrees that the Collateral Agent and the
Remarketing Agent may withhold from the Proceeds such amounts as they may
determine to be appropriate in respect of taxes which may be applicable.

     With this notice, the undersigned hereby (i) represents and warrants that
the undersigned has full power and authority to tender, sell, assign and
transfer the Notes tendered hereby and that the undersigned is the record owner
of any Notes tendered herewith in physical form or a


<PAGE>



participant in The Depository Trust Company ("DTC") and the beneficial owner of
any Notes tendered herewith by book-entry transfer to your account at DTC and
(ii) agrees to be bound by the terms and conditions of the Indenture, the
Remarketing Agreement and the Pledge Agreement.

Please print name and address of Holder:


----------------------------------------
         Name


----------------------------------------
Social Security or other Taxpayer
Identification Number, if any

----------------------------------------
         Address


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


     (A) Payment Instructions

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

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


     (B) Delivery Instructions

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

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




<PAGE>

                                                                       EXHIBIT C


                    INSTRUCTION FROM PURCHASE CONTRACT AGENT
                               TO COLLATERAL AGENT

Wells Fargo Bank Minnesota, N.A., as Collateral Agent
Corporate Trust
Sixth and Marquette
MAC N9303-120
Attention:  Jane Schweiger
Facsimile:  (612) 667-9825

     Re: SENIOR NOTES OF SIERRA PACIFIC RESOURCES

     Reference is made to the Pledge Agreement, dated as of November __, 2001
(the "Pledge Agreement"), among Sierra Pacific Resources (the "Company"), [you,
as Collateral Agent and Securities Intermediary,] and the undersigned, as
Purchase Contract Agent and as attorney-in-fact for the holders of PIES from
time to time. Capitalized terms used herein but not defined shall have the
meaning set forth in the Pledge Agreement.

     The undersigned hereby notifies you in accordance with Section 5.8 of the
Pledge Agreement, that the undersigned has received notice from the Holder named
below (the "Holder") that the Holder has elected not to participate in the
Remarketing, as permitted under Section 5.3(e) of the Purchase Contract
Agreement through the compliance with the procedures for creating Treasury PIES
set forth in Section 3.13 of the Purchase Contract Agreement on or prior to
10:00 a.m. (New York City time), on the Election Date.

     Accordingly, the undersigned hereby notifies you in accordance with Section
3.13 of the Purchase Contract Agreement and Section 5.2 of the Pledge Agreement
that the Holder has elected to substitute $______________ Value of Treasury
Securities in exchange for an equal Value of Pledged Senior Notes and has
delivered to the undersigned a notice stating that the Holder has Transferred
such Treasury Securities to the Securities Intermediary, for credit to the
Collateral Account.

     The undersigned hereby requests that you as the Collateral Agent, upon
confirmation from the Securities Intermediary that such Treasury Securities have
been credited to the Collateral Account, release to us for delivery to such
Holder _________ principal amount of the Pledged Senior Note in accordance with
Section 5.2 of the Pledge Agreement.



                           The Bank of New York,
                           as Purchase Contract Agent

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

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