exv4w2






SIERRA PACIFIC POWER COMPANY

d/b/a NV ENERGY




FIRST SUPPLEMENTAL OFFICER’S CERTIFICATE


August 21, 2009




     I, the undersigned officer of Sierra Pacific Power Company d/b/a NV Energy (the
“Company”), do hereby certify that I am an Authorized Officer of the Company as such term
is defined in the Indenture (as defined herein). I am delivering this certificate pursuant to the
Sections 14.01 and 14.07 of the General and Refunding Mortgage Indenture, dated as of May 1, 2001,
as heretofore amended and supplemented to the date hereof (as heretofore amended and supplemented,
the “Indenture”), between the Company and The Bank of New York Mellon (formerly The Bank of
New York), as Trustee (the “Trustee”), for the purposes of supplementing the Officer’s
Certificate, dated as of March 23, 2006 (the “Officer’s Certificate”), that established the
terms and conditions of a series of the Company’s Securities designated as its “6% General and
Refunding Mortgage Notes, Series M, due 2016 (the “Series M Notes”), of which $300,000,000
in aggregate principal amount were heretofore issued on March 23, 2006 and are outstanding on the
date hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to them in the Officer’s Certificate and the Indenture. Based upon the foregoing, I
hereby certify as follows:



ARTICLE I — AMENDMENTS




     Section 1.1. Amendment.



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




ARTICLE II — MISCELLANEOUS




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



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



 









 





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




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



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



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



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



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



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



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




 









 





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



	 	 	 
	 
	 

	 	 
	 

	 	William D. Rogers

Senior Vice President, Chief Financial 
Officer and Treasurer






Accepted and received on August ___, 2009




THE BANK OF NEW YORK MELLON,

as Trustee




	 	 	 
	 
	 

Name:

	 	 
	Title:
	 	 







 












 





Exhibit A




Exhibit A




Form of Series M Notes




[Insert the Global Note Legend, if applicable, pursuant to the provisions of the Indenture and the

Officer’s Certificate]




[Insert the Private Placement Legend, if applicable, pursuant to the provisions of the Indenture

and the Officer’s Certificate]




SIERRA PACIFIC POWER COMPANY

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




	 	 	 	 	 	 	 
	Original Interest Accrual Date:

	 	March 23, 2006
	 	Redeemable: Yes þ No o
	Stated Maturity:

	 	May 15, 2016
	 	Redemption Date: See Below
	Interest Rate:

	 	6%			 	Redemption Price: See Below
	Interest Payment Dates:

	 	May 15 and November 15
	 	 
	Record Dates:

	 	May 1 and November 1
	 	






The Security is not a Discount Security

within the meaning of the within-mentioned Indenture.




 






CUSIP No.                                         




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




			
	No. R-
	 	$                                        






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



     1. Interest. The Company promises to pay interest on the principal amount of this Series M
Note at 6% per annum until maturity and shall pay the Liquidated Damages payable pursuant to
Section 5 of the Registration Rights Agreement referred to below. The Company shall pay interest
and Liquidated Damages, if any, semi-annually in arrears on May 15 and November 15 of each year, or
if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest
Payment Date”). Interest on the Series M Notes shall accrue from the most recent date to which
interest has been paid on the Series M Notes or, if no interest has been paid on the Series M
Notes, from Original Interest Accrual Date specified above; provided that if there is no existing
Default in the payment of interest, and if this Series M Note is authenticated between a record
date referred to on the face hereof and the next succeeding



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




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



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



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



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hereof to all of the terms and provisions of the Indenture. This Series M Note is one of the
series designated above. The terms of the Series M Notes include those stated in the Indenture,
the Officer’s Certificate dated March 23, 2006 (the “Officer’s Certificate”) and those made part of
the Indenture by reference to the Trust Indenture Act. The Series M Notes are subject to all such
terms, and Holders of Series M Notes are referred to the Indenture and such Act for a statement of
such terms. To the extent any provision of this Series M Note conflicts with the express
provisions of the Indenture or the Officer’s Certificate, the provisions of the Indenture and the
Officer’s Certificate shall govern and be controlling. The Series M Notes are general obligations
of the Company initially limited to $300,000,000 aggregate principal amount in the case of Series M
Notes issued on the Issue Date.




     All Outstanding Securities, including the Series M Notes, issued under the Indenture are
secured by the lien of the Indenture on the properties of the Company described in the Indenture.
The lien of the Indenture is junior, subject and subordinate to the prior lien of the Indenture of
Mortgage dated as of December 1, 1940 by and between the Company and U.S. Bank National Association
and Gerald R. Wheeler, as successor trustees.



     5. Optional Redemption.



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





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




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



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




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




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




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



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



     7. Mandatory Redemption.



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




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




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




	 	(I)	 	commences a voluntary case,
	 
	 	(II)	 	consents to the entry of an order for relief
against it in an involuntary case,
	 
	 	(III)	 	consents to the appointment of a custodian of
it or for all or substantially all of its property,
	 
	 	(IV)	 	makes a general assignment for the benefit of
its creditors, or
	 
	 	(V)	 	admits in writing of its inability to pay its
debts generally as they become due; or





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




	 	(I)	 	is for relief against the Company or any of its
Subsidiaries that is a Significant Subsidiary or any group of
Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary in an involuntary case;
	 
	 	(II)	 	appoints a custodian of the Company or any of
its Subsidiaries that is a Significant Subsidiary or any group of
Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary or for all or substantially all of the property of the
Company or any of its Subsidiaries that is a Significant Subsidiary or
any group of Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary; or
	 
	 	(III)	 	orders the liquidation of the Company or any
of its Subsidiaries that is a Significant Subsidiary or any group of
Restricted Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary;





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



     8. Redemption at the Option of Holders. Upon the occurrence of any of the following
Triggering Events: (a) failure for 30 days to pay when due interest on, or Liquidated Damages with
respect to, the Series M Notes; (b) failure to pay when due the principal of, or premium, if any,
on the Series M Notes; (c) failure by the Company or any of its Restricted Subsidiaries to comply
with the provisions described in Section 1(u)(ii) of the Officer’s Certificate; (d) failure by the
Company or any of its Restricted Subsidiaries for 30 days after notice to comply with the
provisions described in Section 1(h)(iii) of the Officer’s Certificate; (e)



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




     9. Denominations, Transfer, Exchange. The Series M Notes are in registered form without
coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Series M
Notes may be registered and Series M Notes may be exchanged as provided in the Indenture and the
Officer’s Certificate. The Security Registrar and the Trustee may require a Holder of Series M
Notes, among other things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder of Series M Notes to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the



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transfer of any Series M Note or portion of a Series M Note selected for redemption, except
for the unredeemed portion of any Series M Note being redeemed in part. Also, the Company need not
exchange or register the transfer of any Series M Notes for a period of 15 days before a selection
of Series M Notes to be redeemed or during the period between a record date and the corresponding
Interest Payment Date.




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



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



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



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



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expressly agreed and understood that the Indenture and all the Securities are solely corporate
obligations and that any such personal liability is hereby expressly waived and released as a
condition of, and as part of the consideration for, the execution of the Indenture and the issuance
of the Securities.




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



     15. Transfer and Exchange.



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




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




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




     16. Governing Law. The Series M Notes shall be governed by and construed in accordance with
the laws of the State of New York.



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



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



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     19. Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes.
In addition to the rights provided to Holders of Series M Notes under the Indenture, Holders of
Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the
Registration Rights Agreement dated as of March 23, 2006 between Sierra Pacific Power Company and
the parties named on the signature pages thereof (the “Registration Rights Agreement”).



     20. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the
Series M Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders of Series M Notes. No representation is made as to the accuracy of such numbers either as
printed on the Series M Notes or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.



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



Sierra Pacific Power Company

6100 Neil Road

P.O. Box 10100

Reno, Nevada 89520-0400

Attention: Chief Financial Officer




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



	 	 	 	 	 
	 	SIERRA PACIFIC POWER COMPANY

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 



CERTIFICATE OF AUTHENTICATION





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



Dated:                                         ,                     




	 	 	 	 	 
	 	THE BANK OF NEW YORK, as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




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




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



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







 




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






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Assignment Form




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

Note to



 




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




	 
	 


	 

	 


	 

	 


	 

	 







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



and
irrevocably appoint                                                             

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



 





Date:



Your
Signature:




 




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




SIGNATURE GUARANTEE




	 
	 

	 








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




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Option of Holder to Elect Purchase




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



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



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



     $                                                            



Date:



Your Signature:



 




(Sign exactly as your name appears on the face of the Series M Note)



Tax Identification No.:




 






SIGNATURE GUARANTEE




	 
	 

	 








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




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