NEVADA POWER CO (Form: 8-K, Received: 07/28/2008 17:24:19)

NEVADA POWER COMPANY

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of Earliest Event Reported) July 25, 2008


Commission File Number	Registrant, Address of Principal Executive Offices and Telephone Number	I.R.S. employer Identification Number	State of Incorporation

1-08788	SIERRA PACIFIC RESOURCES P. O. Box 10100 (6100 Neil Road) Reno, Nevada 89520-0400 (89511) (775) 834-4011	88-0198358	Nevada

2-28348	NEVADA POWER COMPANY 6226 West Sahara Avenue Las Vegas, Nevada 895146 (702) 402-5000	88-0420104	Nevada

None

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

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

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

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

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

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

TABLE OF CONTENTS


Item 8.01 – Other Events
Item 9.01 – Financial Statements and Exhibits
Signatures
EX-1.1 Purchase Agreement, dated July 25, 2008
EX-4.1 Form of Officer's Certificate
EX-25.1 Statement of Eligibility of Trustee on Form T-1

Item 8.01 – Other Events

Incorporation of Certain Documents by Reference

On July 25, 2008, Nevada Power Company (“Nevada Power”), a wholly-owned subsidiary of Sierra Pacific Resources, entered into a purchase agreement with Banc of America Securities LLC, Barclays Capital Inc. and Citigroup Global Markets Inc. as representatives of the several underwriters party thereto, related to the issuance of $500 million of Nevada Power’s 6.50% General and Refunding Mortgage Notes, Series S, due 2018 (the “Series S Notes”). The purchase agreement is filed herewith as Exhibit 1.1, the form of the Officer’s Certificate which sets forth the terms of the Series S Notes is filed herewith as Exhibit 4.1, and the Statement of Eligibility of Trustee on Form T-1 is filed herewith as Exhibit 25.1.

The Series S Notes are expected to be issued on or about July 30, 2008, subject to certain conditions stated in the purchase agreement. The Series S Notes will be issued under a shelf registration statement originally filed with the SEC on September 14, 2007 (No. 333-146100-02). Nevada Power has filed a prospectus supplement with the SEC in connection with the issuance of the Series S Notes.

The net proceeds from the issuance of the Series S Notes will be approximately $494.8 million, after deducting the underwriting discount and estimated expenses. Of the net proceeds from the sale of the Series S Notes, approximately $270 million will be used to repay amounts outstanding under Nevada Power’s Revolving Credit Facility dated November 4, 2005, as amended, which matures November 2010, which amounts are borrowed at a weighted average interest rate of 3.22% as of July 25, 2008. The remaining approximately $224.8 million of net proceeds will be used for general corporate purposes.

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

* * *

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

Item 9.01 – Financial Statements and Exhibits

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


Ex. 1.1		Purchase Agreement, dated July 25, 2008 between Banc of America Securities LLC, Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters and Nevada Power Company

Ex. 4.1		Form of Officer’s Certificate establishing the terms of Nevada



		Power Company’s 6.50% General and Refunding Mortgage Notes, Series S, due 2018

Ex. 25.1		Statement of Eligibility of Trustee on Form T-1 of the Bank of New York Mellon for Nevada Power Company

Signatures

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


	Sierra Pacific Resources (Registrant)
Date: July 28, 2008	By:	/s/ E. Kevin Bethel
		E. Kevin Bethel
		Chief Accounting Officer

	Nevada Power Company (Registrant)
Date: July 28, 2008	By:	/s/ E. Kevin Bethel
		E. Kevin Bethel
		Chief Accounting Officer

Exhibit 1.1

NEVADA POWER COMPANY

(a Nevada corporation)

$500,000,000

6.50% General and Refunding Mortgage Notes,

Series S, due 2018

PURCHASE AGREEMENT

Dated: July 25, 2008

TABLE OF CONTENTS


			Page

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

SECTION 2.	Sale and Delivery to Underwriters; Closing			13
(a)	Securities			13
(b)	Payment			13
(c)	Denominations; Registration			13
(d)	Global Securities			13

SECTION 3.	Covenants of the Company			14
(a)	Preparation and Filing of Final Term Sheet			14


		Page

(b)	Compliance with Securities Regulations and Commission Requests; Payment of Filing Fees		14
(c)	Filing of Amendments and Exchange Act Documents		14
(d)	Delivery of Registration Statements		15
(e)	Delivery of Prospectuses		15
(f)	Continued Compliance with Securities Laws		15
(g)	Blue Sky Qualifications		16
(h)	Rule 158		16
(i)	Use of Proceeds		16
(j)	Restriction on Sale of Securities		16
(k)	Reporting Requirements		16
(l)	Issuer Free Writing Prospectuses		16

SECTION 4.	Payment of Expenses		17
(a)	Expenses		17
(b)	Termination of Agreement		17

SECTION 5.	Conditions of Underwriters’ Obligations		18
(a)	Effectiveness of Registration Statement; Filing of Prospectus; Payment of Filing Fee		18
(b)	Opinions of Counsel for Company		18
(c)	Opinion of Counsel for Underwriters		18
(d)	Officers’ Certificate		19
(e)	Accountants’ Comfort Letter		19
(f)	Bring-down Comfort Letter		19
(g)	Maintenance of Ratings		19
(h)	Title Policy		19
(i)	Additional Documents		19
(j)	Termination of Agreement		20

SECTION 6.	Indemnification		20
(a)	Indemnification of Underwriters		20
(b)	Indemnification of Company, Directors and Officers		21
(c)	Actions against Parties; Notification		21
(d)	Settlement without Consent if Failure to Reimburse		22

SECTION 7.	Contribution		22

SECTION 8.	Representations, Warranties and Agreements to Survive Delivery		23

SECTION 9.	Termination of Agreement		23
(a)	Termination; General		23
(b)	Liabilities		24


		Page

SECTION 10.	Default by One or More of the Underwriters		24

SECTION 11.	Notices		24

SECTION 12.	No Advisory or Fiduciary Relationship		25

SECTION 13.	Parties		25

SECTION 14.	Governing Law		25

SECTION 15.	Waiver of Trial by Jury		25

SECTION 16.	Time		25

SECTION 17.	Counterparts		25

SECTION 18.	Effect of Headings		26

SCHEDULES

Schedule A — List of Underwriters and Principal amount of Securities to be purchased by Each		Sch A-1

Schedule B — Final Term Sheet		Sch B-1

Schedule C — List of All Issuer General Use Free Writing Prospectuses		Sch C-1

EXHIBITS

Exhibit A — Form of Opinion of Woodburn & Wedge			A-1

Exhibit B — Form of Opinion of Choate, Hall & Stewart LLP			B-1

iii

NEVADA POWER COMPANY
(a Nevada corporation)

$500,000,000

6.50% General and Refunding Mortgage Notes, Series S, due 2018

PURCHASE AGREEMENT

July 25, 2008

Banc of America Securities LLC
Bank of America Tower
One Bryant Park
New York, New York 10036

Barclays Capital Inc.
200 Park Avenue
New York, New York 10166

Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

As Representatives of the Several Underwriters

Ladies and Gentlemen:

Nevada Power Company, a Nevada corporation (the “ Company ”), confirms its agreement with Banc of America Securities LLC (“ BofA ”), Barclays Capital Inc. (“ Barclays ”) and Citigroup Global Markets Inc. (“ Citigroup ”) and each of the other Underwriters named in Schedule A hereto (collectively, the “ Underwriters ”, which term shall also include any underwriters substituted as hereinafter provided in Section 10 hereof), for whom BofA, Barclays and Citigroup are acting as representatives (in such capacity, the “ Representatives ”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in Schedule A hereto of $500,000,000 in aggregate principal amount of the Company’s 6.50% General and Refunding Mortgage Notes, Series S, due 2018 (the “ Securities ”).

The Securities are to be issued under the General and Refunding Mortgage Indenture, dated as of May 1, 2001, between the Company and The Bank of New York Mellon (formerly The Bank of New York), trustee (the “ Trustee ”), as amended and supplemented by various instruments including the officer’s certificate, to be dated the Closing Time (as hereinafter defined), establishing the terms of the Securities (the “ Officer ’ s Certificate ”), such indenture, as so amended and supplemented, being hereinafter called (the “ Indenture ”).

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

The Company has filed with the Securities and Exchange Commission (the “ Commission ”) an automatic shelf registration statement on Form S-3 (No. 333-146100-02), including the related preliminary prospectus or prospectuses, which registration statement became effective upon filing under Rule 462(e) of the rules and regulations of the Commission (the “ 1933 Act Regulations ”) under the Securities Act of 1933, as amended (the “ 1933 Act ”). Such registration statement at any given time, including the amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the documents otherwise deemed to be a part thereof or included therein by 1933 Act Regulations at such time, is herein called the “ Registration Statement ”.

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

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

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

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

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

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

SECTION 1. Representations and Warranties by the Company.

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

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

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

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

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

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

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

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

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

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

As used in this subsection and elsewhere in this Agreement:

“ Applicable Time ” means 2:00 P.M. (Eastern Time) on July 25, 2008 or such other time as agreed by the Company and the Representatives.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(B) The Company has obtained and delivered to the Trustee policies of title insurance and endorsements thereto which (I) cover (x) the Company’s real properties used in connection with the generation of electric power from the generating facilities known as the Clark Station, the Harry Allen Station, the Reid Gardner Station (Units 1, 2 and 3) and the Sunrise Station, all of which are located in the State of Nevada, and (y) all other real properties of the Company located in Nevada that were owned in fee title as of August 18, 2003, (II) have an aggregate face amount of $950,000,000, (III) contain “first loss payable” and “last dollar” endorsements and (IV) are in full force and effect.

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

(xxiv) Absence of Further Requirements . No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the execution or delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder or the consummation by the Company of the transactions contemplated hereby, including, without limitation, the execution and delivery by the Company of the Officer’s Certificate, the offering, sale, issuance or delivery by the Company of the Securities and the performance by the Company of its obligations under the Indenture and the Securities except such as (A) have been already obtained and (B) may be required under state securities laws. Without limiting the generality of the foregoing, the final order of the Public Utilities Commission of Nevada in Docket No. 07-03004, which authorizes all of the foregoing, including the issuance and sale of the Securities, remains in full force and effect and such final order is not the subject of any reconsideration, appeal or other review; and any reconsideration, appeal or other review of such final order subsequent to the date hereof, if made, would not impair (A) the validity of the execution and delivery by the Company of this Agreement or the consummation by the Company of the transactions contemplated hereby or (B) the validity or enforceability of the Securities or the obligations of the Company hereunder or under the Indenture.

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

(xxvi) Environmental Laws . Except as described in the Registration Statement, the Disclosure Package and the Prospectus and except such matters as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, “ Hazardous Materials ”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “ Environmental Laws ”), (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of its subsidiaries.

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

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

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

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

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

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

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

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

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

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

SECTION 2. Sale and Delivery to Underwriters; Closing .

(a) Securities . On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price of 99.023% of the principal amount thereof, the principal amount of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securities.

(b) Payment . Payment of the purchase price for, and delivery of certificates for, the Securities shall be made at the offices of Choate, Hall & Stewart LLP, counsel for the Company, at Two International Place, Boston, MA 02110, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M. (Eastern time) on the third business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “ Closing Time ”).

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

(c) Denominations; Registration . Certificates for the Securities shall be in such denominations ($2,000 and integral multiples of $1,000 in excess thereof) and registered in such names as the Representatives may request in writing at least one full business day before the Closing Time. Subject to the provisions of subsection (d) below, the certificates for the Securities, will be made available for examination and packaging by the Representatives in New York, New York not later than 2:00 P.M. (Eastern time) on the business day prior to the Closing Time.

(d) Global Securities . In lieu of the delivery to the Underwriters of certificates representing the Securities at the Closing Time, as contemplated above, the Company, with the approval of the Representatives, may deliver one or more global Securities to a custodian for The Depository Trust Company (“ DTC ”), to be held by DTC initially for the accounts of the several Underwriters.

SECTION 3. Covenants of the Company .

(a) Preparation and Filing of Final Term Sheet . The Company will prepare a Final Term Sheet in the form of Schedule B hereto and will file the Final Term Sheet with the Commission pursuant to Rule 433(d) of the 1933 Act Regulations within the time period required thereby.

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

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

Representatives notice of any filings made pursuant to the 1934 Act or 1934 Act Regulations within 24 hours prior to the Applicable Time; the Company will give the Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing and will not (except as required by applicable law) file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object.

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

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

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

registration statement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Securities) or the Statutory Prospectus or any preliminary prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

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

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

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

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

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

(l) Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and

agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise require the Company to file any material pursuant to Rule 433 under the 1933 Act, other than the Final Term Sheet prepared and filed pursuant to Section 3(a) hereto. Any such free writing prospectus consented to by the Company or the Representatives, as the case may be, is herein referred to as a “ Permitted Free Writing Prospectus ”. The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

SECTION 4. Payment of Expenses .

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

The Underwriters shall pay their own out-of-pocket expenses in connection with the purchase, offer and sale by them of the Securities, including the fees and disbursements of counsel for the Underwriters (except as provided in clause (v) of the preceding paragraph).

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

SECTION 5. Conditions of Underwriters’ Obligations . The obligations of the several Underwriters hereunder are subject to the accuracy, as of the Execution Time, the Applicable Time and as of the Closing Time, of the representations and warranties of the Company contained in Section 1 hereof or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions:

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

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

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

(d) Officers’ Certificate . At the Closing Time, there shall not have been, since (i) the earlier of the Execution Time and the Applicable Time or (ii) since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Change; and the Representatives shall have received a certificate of the President, any Vice President or the Treasurer of the Company and of the chief financial or chief accounting officer of the Company, dated as of the Closing Time, to the effect that (i) there has been no such Material Adverse Change, (ii) the representations and warranties in Section 1 hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission.

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

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

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

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

(i) Additional Documents . At Closing Time, counsel for the Underwriters shall have been furnished with such additional documents and opinions as they may require for the purpose of enabling them to pass upon the issuance and sale of the

Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Securities as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters.

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

SECTION 6. Indemnification .

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

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

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

(iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue

statement or omission, to the extent that any such expense is not paid under (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

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

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

(d) Settlement without Consent if Failure to Reimburse . If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

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

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

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

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

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

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

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

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

SECTION 9. Termination of Agreement .

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

respect to Clearstream or Euroclear systems in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

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

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

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

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

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

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

SECTION 11. Notices . All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to the Representatives at Banc of America Securities LLC, 40 West 57 ^th Street, New York, New York 10019, Attention: High Grade Debt Capital Markets Transaction Management, fax: 212-901-7881, Barclays Capital Inc., 200 Park Avenue, New York, New York 10166, Attention: Fixed Income Syndicate, fax: 212-412-7305, and Citigroup Global Markets Inc., 399 Park Avenue, New York, New York 10043, Attention: General Counsel; notices to the Company shall be directed to it at Nevada Power Company, 6226 W. Sahara Avenue, Las Vegas, Nevada 89146, attention of the Corporate Treasurer.

SECTION 12. No Advisory or Fiduciary Relationship . The Company acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or its stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. Nothing in this Section 12 is intended to limit any duties of confidentiality that the Underwriters might otherwise have.

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

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

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

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

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

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

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


		Very truly yours,

		Nevada Power Company

		By:
				Name:
				Title:

Confirmed And Accepted ,

as of the date first above written:

Banc of America Securities LLC


By:
		Name:
		Title:

Barlays Capital Inc.

By:
		Name:
		Title:

Citigroup Global Markets Inc.

By:
		Name:
		Title:

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

SCHEDULE A


	Principal Amount
Name of Underwriters	of Securities
Banc of America Securities LLC	$	135,000,000
Barclays Capital Inc.	$	135,000,000
Citigroup Global Markets Inc.	$	135,000,000
Piper Jaffray & Co.	$	25,000,000
Scotia Capital (USA) Inc.	$	25,000,000
Wedbush Morgan Securities Inc.	$	25,000,000
The Williams Capital Group, L.P.	$	20,000,000

Total	$	500,000,000

Sch A-1

Exhibit 4.1

NEVADA POWER COMPANY

OFFICER’S CERTIFICATE

July 30, 2008

I, the undersigned officer of Nevada Power Company (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 authority granted in the Board Resolutions of the Company dated April 29, 2008, and Sections 1.04, 2.01, 3.01, 4.01(a), 4.02(b)(i), and 4.03(b)(i) 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”). Section 1(u)(iii) of this Officer’s Certificate sets forth definitions of capitalized terms used herein. Terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Indenture. Based upon the foregoing, I hereby certify on behalf of the Company as follows:

1. The terms and conditions of the Securities described in this Officer’s Certificate are as follows (the lettered subdivisions set forth in this Section 1 corresponding to the lettered subdivisions of Section 3.01 of the Indenture):

(a) The Securities of the nineteenth series to be issued under the Indenture shall be designated “6.50% General and Refunding Mortgage Notes, Series S, due 2018 (the “Series S Notes”).

(b) There shall be no limit upon the aggregate principal amount of the Series S Notes that may be authenticated and delivered under the Indenture. The Series S Notes shall be initially authenticated and delivered in the aggregate principal amount of $500,000,000.

(c) Interest on the Series S Notes shall be payable to the Persons in whose names such Securities are registered at the close of business on the Regular Record Date for such interest, except as otherwise expressly provided in the form of such Securities attached hereto as Exhibit A .

(d) The Series S Notes shall mature and the principal thereof shall be due and payable together with all accrued and unpaid interest thereon on August 1, 2018.

(e) The Series S Notes shall bear interest and such interest shall be payable at the times provided in the form of such Securities attached hereto as Exhibit A .

(f) The Corporate Trust Office of The Bank of New York Mellon in New York, New York shall be the place at which (i) the principal, interest and premium on the Series S Notes shall be payable, (ii) registration of transfer of the Series S Notes may be effected, (iii) exchanges of the Series S Notes may be effected and (iv) notices and demands to or upon the Company in respect of the Series S Notes and the Indenture may be served; and

The Bank of New York Mellon shall be the Security Registrar for the Series S Notes; provided , however , that the Company reserves the right to change, by one or more Officer’s Certificates, any such place or the Security Registrar; and provided , further , that the Company reserves the right to designate, by one or more Officer’s Certificates, its principal office in Las Vegas, Nevada as any such place or itself or any of its Subsidiaries as the Security Registrar; provided , however , that there shall be only a single Security Registrar for the Series S Notes.

(g) Optional Redemption .

(i) Optional Redemption . The Company may redeem the Series S 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 S Notes being redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Series S 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 40 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 S 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 S 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.

“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.

(ii) Notice of Redemption . Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the Redemption Date to each Holder of Series S Notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Series S Notes or a satisfaction and discharge of the Series S Notes under the Indenture. Notices of redemption may not be conditional. In lieu of the Redemption Price, any Notice of Redemption of the Series S Notes shall state the manner of calculating the Redemption Price.

(iii) Selection of Series S Notes to be Redeemed . In accordance with Section 5.03 of the Indenture, the following method is provided for the selection of Series S Notes to be redeemed and these procedures shall be followed by the Security Registrar in the event of a redemption of the Series S Notes pursuant to the provisions of this Officer’s Certificate. If less than all of the Series S Notes are to be redeemed at any time, the Security Registrar shall select Series S Notes for redemption as follows:

	(A)		if the Series S Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Series S Notes are listed; or

	(B)		if the Series S Notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the Trustee deems fair and appropriate.

No Series S Notes of $2,000 principal amount or less can be redeemed in part.

(h)

Mandatory Redemption/Offers to Purchase .

(i) Mandatory Redemption . The Company is not required to make mandatory redemption or sinking fund payments with respect to the Series S Notes.

(ii) Offer to Purchase Upon Change of Control .

(A) Upon the occurrence of a Change of Control, each Holder of Series S Notes shall have the right to require the Company to repurchase all or any part (equal to

$2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Series S Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth in this Officer’s Certificate. In the Change of Control Offer, the Company shall offer an amount in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Series S Notes repurchased plus accrued and unpaid interest on the Series S Notes repurchased to the Change of Control Payment Date (as defined below).

(B) Within ten days following any Change of Control, the Company shall mail a notice to each Holder of Series S Notes stating:

	(1)		the description of the transaction or transactions that constitute the Change of Control, that the Change of Control Offer is being made pursuant to this Section 1(h)(ii), and that all Series S Notes validly tendered and not withdrawn shall be accepted for payment;

	(2)		the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

	(3)		that any Series S Note not tendered or accepted for payment shall continue to accrue interest;

	(4)		that, unless the Company defaults in the payment of the Change of Control Payment, all Series S Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;

	(5)		that Holders of Series S Notes electing to have any Series S Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Series S Notes properly endorsed, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Series S Notes properly completed, together with other customary documents as the Company may reasonably request, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

	(6)		that Holders of Series S Notes shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Series S Notes delivered for purchase, and a statement that such Holder of Series S Notes is withdrawing its election to have the Series S Notes purchased; and

(7)

that Holders of Series S Notes whose Series S Notes are being purchased only in part shall be issued new Series S Notes equal in principal amount to the unpurchased portion of the Series S Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.

(C) If any of the Series S Notes subject to a Change of Control Offer are in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures of the Depositary applicable to offers to purchase.

(D) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Series S Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent in immediately available funds an amount equal to the Change of Control Payment in respect of all Series S Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Series S Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Series S Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Series S Notes so tendered the Change of Control Payment for such Series S Notes, and the Trustee shall promptly authenticate and make available for delivery to each Holder of Series S Notes a new Series S Note equal in principal amount to any unpurchased portion of the Series S Notes surrendered, if any; provided that each such new Series S Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Series S Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

(E) The Change of Control provisions described above that require the Company to make a Change of Control Offer following a Change of Control shall be applicable whether or not any other provisions of this Officer’s Certificate are applicable.

(F) The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Company and purchases all Series S Notes validly tendered and not withdrawn under such Change of Control Offer.

(iii) Offers to Purchase — General .

(A) If the Change of Control Payment Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Series S Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to

Holders of Series S Notes who tender Series S Notes pursuant to the Change of Control Offer.

(B) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Offer provisions of this Officer’s Certificate, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of this Officer’s Certificate by virtue of such conflict.

	(i)		The Series S Notes are issuable only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

	(j)		Not applicable.

	(k)		Not applicable.

	(l)		Not applicable.

	(m)		See subsection (e) above.

	(n)		Not applicable.

	(o)		Not applicable.

	(p)		Not applicable.

	(q)		Book-entry; Delivery and Form .

(i) Form and Dating .

The Series S Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Series S Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Series S Note shall be dated the date of its authentication. The Series S Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The terms and provisions contained in the Series S Notes shall constitute, and are hereby expressly made, a part of this Officer’s Certificate, and the Company, by its execution and delivery of this Officer’s Certificate, expressly agrees to such terms and provisions and to be bound thereby. However, to the extent any provision of any Series S Note conflicts with the express provisions of this Officer’s Certificate or the Indenture, the provisions of this Officer’s Certificate or the Indenture, as applicable, shall govern and be controlling.

Series S Notes issued in global form shall be substantially in the form of Exhibit A attached hereto. Series S Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto. Each Global Note shall represent such aggregate principal amount of the outstanding Series S Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Series S Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Series S Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Series S Notes represented thereby shall be made by the Trustee, the Depositary or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 1(q)(iv) of this Officer’s Certificate.

The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Bank” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Global Notes that are held by members of, or Participants, in DTC through Euroclear or Clearstream.

(ii) Authentication .

The Trustee or an Authenticating Agent shall authenticate by delivery and execution of a Trustee’s Certificate of Authentication in the form set forth in Section 2.02 of the Indenture (A) the Series S Notes for original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Original Notes”) and (B) additional Series S Notes for original issue from time to time after the Issue Date in such principal amounts as may be set forth in a Company Order (such additional Series S Notes, together with the Original Notes, the “Initial Notes”) in each case, upon a Company Order, which Company Order shall specify (x) the amount of Series S Notes to be authenticated and the date of original issue thereof and (y) the amount of Series S Notes to be issued in global form or definitive form. The aggregate principal amount of Series S Notes outstanding at any time may not exceed $500,000,000 plus such additional principal amounts as may be issued and authenticated pursuant to clause (B) of this paragraph.

(iii) Security Registrar, Paying Agent and Depositary .

The Company initially appoints the Trustee to act as the Security Registrar and Paying Agent for the Series S Notes. Upon the occurrence of an Event of Default set forth in Sections 10.01(d) or 10.01(e) of the Indenture, the Trustee shall serve as Paying Agent for the Series S Notes. Pursuant to Section 6.02 of the Indenture, the Company hereby designates the Corporate Trust Office of the Trustee as its office or agency in the City and State of New York where payment of the Series S Notes shall be made, where the registration of transfer or exchange of the Series S Notes may be effected and where notices and demands to or upon the Company in respect of the Series S Notes and the

Indenture may be served. The Company may also from time to time designate one or more other offices or agencies with respect to the Series S Notes and may from time to time rescind any of these designations in accordance with the terms provided in Section 6.02 of the Indenture.

The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Trustee has been appointed by DTC to act as Note Custodian with respect to the Global Notes.

(iv) Transfer and Exchange .

(A) Transfer and Exchange of Global Notes . A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes shall be exchanged by the Company for Definitive Notes if:

	(1)		the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for the Global Notes or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary; or

	(2)		the Company in its sole discretion notifies the Trustee in writing that it elects to cause issuance of the Series S Notes in certificated form.

Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 3.06 and 3.09 of the Indenture. Every Series S Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to Sections 3.06 and 3.09 of the Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Series S Note other than as provided in this Section 1(q)(iv)(A), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 1(q)(iv)(B) of this Officer’s Certificate.

(B) Transfer and Exchange of Beneficial Interests in the Global Notes . The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance the Applicable Procedures.

(C) Transfer and Exchange of Definitive Notes for Definitive Notes . Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 1(q)(iv)(C), the Security Registrar shall register the transfer or

exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Security Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Security Registrar duly executed by such Holder or by his attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, pursuant to the provisions of this Section 1(q)(iv)(C).

(1) Definitive Notes to Definitive Notes . A Holder of Definitive Notes may transfer such Series S Notes to a Person who takes delivery thereof in the form of a Definitive Note. Upon receipt of a request for such a transfer, the Security Registrar shall register the Definitive Notes pursuant to the instructions from the Holder thereof.

(D) Legends . The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Officer’s Certificate.

(1) Global Note Legend . Each Global Note shall bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE OFFICER’S CERTIFICATE UNDER THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO ARTICLE III OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 1(q)(iv)(A) OF THE OFFICER’S CERTIFICATE UNDER THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 3.09 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY OR ANY SUCCESSOR THERETO.”

Additionally, for so long as DTC is the Depositary with respect to any Global Note, each such Global Note shall also bear a legend in substantially the following form:

“UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY, TO THE COMPANY OR ANY SUCCESSOR THERETO 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 IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER,

PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(E) Cancellation and/or Adjustment of Global Notes . At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 3.09 of the Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Series S Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note, by the Trustee, the Note Custodian or the Depositary at the direction of the Trustee, to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note, by the Trustee, the Note Custodian or by the Depositary at the direction of the Trustee, to reflect such increase.

(F) General Provisions Relating to Transfers and Exchanges .

(1) To permit registrations of transfers and exchanges, subject to Section 1(q)(iv) of this Officer’s Certificate, the Company shall execute and, upon the Company’s order, the Trustee or an Authenticating Agent shall authenticate Global Notes and Definitive Notes at the Security Registrar’s request.

(2) All certifications, certificates and Opinions of Counsel required to be submitted to the Security Registrar pursuant to this Section 1(q)(iv) to effect a transfer or exchange may be submitted by facsimile.

(v) Outstanding Series S Notes .

Notwithstanding the definition of “Outstanding” in Section 1.01 of the Indenture, Series S Notes that the Company, a Subsidiary of the Company or an Affiliate of the Company offers to purchase or acquires pursuant to an offer, exchange offer, tender offer or otherwise shall not be deemed to be owned by the Company, such Subsidiary or such Affiliate until legal title to such Series S Notes passes to the Company, such Subsidiary or such Affiliate, as the case may be.

(r) Not applicable.

(s) Not applicable.

(t) For purposes of the Series S Notes, “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.

(u) Additional Conditions and Definitions .

(i) Additional Conditions to Section 9.01 of Indenture .

Notwithstanding the provisions of Section 9.01 of the Indenture, no Series S Note shall be deemed to have been paid pursuant to such provisions unless the Company shall have delivered to the Trustee either: (a) an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this Officer’s Certificate, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Outstanding Series S Notes will not recognize income, gain or loss for federal income tax purposes as a result of such satisfaction and discharge and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such satisfaction and discharge had not occurred; or (b) (i) an instrument wherein the Company, notwithstanding the satisfaction and discharge of the Company’s indebtedness in respect of the Series S Notes, shall assume the obligation (which shall be absolute and unconditional) to irrevocably deposit with the Trustee such additional sums of money, if any, or additional Eligible Obligations, if any, or any combination thereof, at such time or times, as shall be necessary, together with the money and/or Eligible Obligations theretofore so deposited, to pay when due the principal of and premium, if any, and interest due and to become due on such Series S Notes or portions thereof; provided , however , that such instrument may state that the Company’s obligation to make additional deposits as aforesaid shall be subject to the delivery to the Company by the Trustee of a notice asserting the deficiency accompanied by an opinion of an Independent public Accountant of nationally recognized standing showing the calculation thereof; and (ii) an Opinion of Counsel of tax counsel in the United States reasonably acceptable to the Trustee to the effect that the Holders of the Outstanding Series S Notes will not recognize income, gain or loss for federal income tax purposes as a result of such satisfaction and discharge and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such satisfaction and discharge had not occurred.

(ii) Modifications Requiring Consent .

In addition to the provisions of Section 14.02 of the Indenture, no supplemental indenture shall alter or waive any of the provisions with respect to the redemption of the Series S Notes set forth in Section 1(g) hereof without the consent of each Holder of Series S Notes affected thereby.

(iii) Certain Definitions .

Set forth below are certain defined terms used in this Officer’s Certificate. Reference is made to the Indenture for the definitions of any other capitalized terms used herein for which no definition is provided herein.

“ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person shall be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“ Applicable Procedures ” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

“ Bankruptcy Law ” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“ Beneficial Owner ” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” shall be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“ Board of Directors ” means:

	(1)		with respect to a corporation, the board of directors of the corporation or any committee of such board of directors duly authorized to act for the corporation;

	(2)		with respect to a partnership, the board of directors of the general partner of the partnership; and

	(3)		with respect to any other Person, the board or committee of such Person serving a similar function.

“Capital Stock” means:

(1)

in the case of a corporation, corporate stock;

	(2)		in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

	(3)		in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

	(4)		any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“ Change of Control ” means the occurrence of any of the following:

	(1)		the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act, including any “group” with the meaning of the Exchange Act);

	(2)		the adoption of a plan relating to the liquidation or dissolution of the Company;

	(3)		the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above) becomes the Beneficial Owner, directly or indirectly, of more than 30% of the Voting Stock of the Company or Sierra Pacific Resources, measured by voting power rather than number of shares; or

	(4)		the first day on which a majority of the members of the Board of Directors of the Company or the Board of Directors of Sierra Pacific Resources are not Continuing Directors.

“Change of Control Offer” has the meaning assigned to it in Section 1(h)(ii)(A) of this Officer’s Certificate.

“Change of Control Payment” has the meaning assigned to it in Section 1(h)(ii)(A) of this Officer’s Certificate.

“Change of Control Payment Date” has the meaning assigned to it in Section 1(h)(ii)(B)(2) of this Officer’s Certificate.

“Clearstream” means Clearstream Banking, Societe Anonyme Luxembourg.

“ Continuing Directors ” means, as of any date of determination, any member of the Board of Directors of the Company who:

	(1)		was a member of the Board of Directors of the Company on the original issue date of the Series S Notes; or

	(2)		was nominated for election or elected to the Board of Directors of the Company with the approval of a majority of the Continuing Directors who were members of the Board of Directors at the time of such nomination or election.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default as defined in the Indenture.

“ Definitive Note ” means a certificated Series S Note registered in the name of the Holder thereof and issued in accordance with Section 1(q)(iv) of this Officer’s Certificate, in the form of Exhibit A hereto except that such Series S Note shall not bear the Global Note Legend.

“ Depositary ” means, with respect to the Series S Notes issuable or issued in whole or in part in global form, the Person specified in Section 1(q)(iii) of this Officer’s Certificate as the Depositary with respect to the Series S Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Officer’s Certificate or the Indenture.

“DTC” has the meaning assigned to it in Section 1(q)(iii) of this Officer’s Certificate.

“ Equity Interests ” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“ Euroclear ” means Euroclear Bank S.A./N.V.

“Event of Default” means an Event of Default as defined in the Indenture.

“ Global Note Legend ” means the legend set forth in Section 1(q)(iv)(D)(1) of this Officer’s Certificate, which is required to be placed on all Global Notes issued under this Officer’s Certificate.

“ Global Notes ” means, individually and collectively, each of the Series S Notes issued or issuable in the global form of Exhibit A hereto issued in accordance with Sections 1(q)(i) of this Officer’s Certificate, and that bears the Global Note Legend and that is deposited with or on behalf of and registered in the name of the Depositary.

“ Hedging Obligations ” means, with respect to any specified Person, the obligations of such Person incurred in the normal course of business and consistent with past practices and not for speculative purposes under:

	(1)		interest rate swap agreements, interest rate cap agreements and interest rate collar agreements designed to protect the person or entity entering into the agreement against fluctuations in interest rates with respect to indebtedness incurred and not for purposes of speculation;

	(2)		foreign exchange contracts and currency protection agreements entered into with one of more financial institutions designed to protect the person or entity entering into the agreement against fluctuations in currency exchange rates with respect to indebtedness incurred and not for purposes of speculation;

	(3)		any commodity futures contract, commodity option or other similar agreement or arrangement designed to protect against fluctuations in the price of commodities used by that entity at the time; and

	(4)		other agreements or arrangements designed to protect such Person against fluctuations in interest rates or currency exchange rates.

“ Indirect Participant ” means a Person who holds a beneficial interest in a Global Note through a Participant.

“ Initial Notes ” has the meaning set forth in Section 1(q)(ii) of this Officer’s Certificate.

“Issue Date” means the first date on which any Series S Notes are issued, authenticated and delivered under the Indenture and this Officer’s Certificate.

“ Non-Recourse Debt ” means indebtedness:

(1) as to which neither Nevada Power nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

(2) no default with respect to which (including any rights that the holders of the indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other indebtedness (other than the Notes) of Nevada Power or any of its Restricted Subsidiaries to declare a default on such other indebtedness or cause the payment of the indebtedness to be accelerated or payable prior to its stated maturity; and

(3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of Nevada Power or any of its Restricted Subsidiaries.

“ Note Custodian ” means the Trustee, as custodian for the Depositary with respect to the Series S Notes in global form, or any successor entity thereto.

“ Original Notes ” has the meaning set forth in Section 1(q)(ii) of this Officer’s Certificate.

“ Participant ” means, with respect to DTC, Euroclear or Clearstream, a Person who has an account with DTC, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

“ Restricted Subsidiary ” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“ Series S Lien ” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“ Subsidiary ” means, with respect to any specified Person

	(1)		any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

	(2)		any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“ Unrestricted Subsidiary ” means any Subsidiary of Nevada Power that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary:

	(1)		has no indebtedness other than Non-Recourse Debt;

	(2)		is not party to any agreement, contract, arrangement or understanding with Nevada Power or any Restricted Subsidiary of Nevada Power unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Nevada Power or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Nevada Power;

	(3)		is a Person with respect to which neither Nevada Power nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;

(4)

has not guaranteed or otherwise directly or indirectly provided credit support for any indebtedness of Nevada Power or any of its Restricted Subsidiaries; and

(5)

has at least one director on its Board of Directors that is not a director or executive officer of Nevada Power or any of its Restricted Subsidiaries and has at least one executive officer that is not a director or executive officer of Nevada Power or any of its Restricted Subsidiaries.

“ U.S. ” means the United States of America.

“ Voting Stock ” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of such Person.

(v) The Series S Notes shall have such other terms and provisions as are provided in the form thereof attached hereto as Exhibit A , and shall be issued in substantially such form.

2. The undersigned has read all of the covenants and conditions contained in the Indenture, and the definitions in the Indenture relating thereto, relating to the issuance of the Series S Notes and in respect of compliance with which this certificate is made.

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

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



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


Acknowledged and Received on
July ______, 2008

THE BANK OF NEW YORK MELLON,
as Trustee

By:

Name:		Rafael E. Miranda
Title:		Vice President

Exhibit A

Form of Series S Notes

[Insert the Global Note Legend, if applicable, pursuant to the provisions of the Indenture and
the Officer’s Certificate]

NEVADA POWER COMPANY
6.50% General and Refunding Mortgage Notes, Series S, due 2018


Original Interest Accrual Date:	July 30, 2008	Redeemable: Yes þ No o
Stated Maturity:	August 1, 2018	Redemption Date: See Below
Interest Rate:	6.50%	Redemption Price: See Below
Interest Payment Dates:	August 1 and February 1
Record Dates:	July 15 and January 15

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

CUSIP No. _____________

6.50% General and Refunding Mortgage Notes, Series S, due 2018


No. R-1		$500,000,000

promises to pay to Cede & Co. or registered assigns, the principal sum of FIVE HUNDRED MILLION Dollars on August 1, 2018.

1. Interest . Nevada Power Company, a Nevada corporation (the “ Company ”), promises to pay interest on the principal amount of this Series S Note at 6.50% per annum, from July 30, 2008 until maturity. The Company shall pay interest semi-annually in arrears on August 1 and February 1 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 S Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from Original Interest Accrual Date specified above; provided that if there is no existing Default in the payment of interest, and if this Series S Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date, except in the case of the original issuance of Series S Notes, in which case interest shall accrue from the Original Interest Accrual Date specified above; provided, further, that the first Interest Payment Date shall be February 1, 2009. 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 S Notes; it shall pay interest (including post-petition interest in any proceeding under the Bankruptcy Law) on overdue installments of interest, if any, (without

A-1

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 S Notes (except Defaulted Interest) to the Persons who are registered Holders of Series S Notes at the close of business on the July 15 and January 15 next preceding the Interest Payment Date, even if such Series S 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 S Notes shall be payable as to principal and premium 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 may be made by check mailed to the Holders of Series S 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 and premium on, all Global Notes and all other Series S 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 Mellon (formerly 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 S Notes. The Company or any of its Subsidiaries may act in any such capacity.

4. Indenture; Security. This Series S 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 Mellon, 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 S Note shall be deemed to constitute the consent and agreement by the Holder hereof to all of the terms and provisions of the Indenture. This Series S Note is one of the series designated above. The terms of the Series S Notes include those stated in the Indenture, the Officer’s Certificate dated July 30, 2008 (the “ Officer’s Certificate ”) and those made part of the Indenture by reference to the Trust Indenture Act. The Series S Notes are subject to all such terms, and Holders of Series S Notes are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Series S Note conflicts with the express provisions of the Indenture or the Officer’s Certificate, the provisions of the

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Indenture and the Officer’s Certificate shall govern and be controlling. The Series S Notes are general obligations of the Company initially limited to $500,000,000 aggregate principal amount in the case of Series S Notes issued on the Issue Date.

All Outstanding Securities, including the Series S Notes, issued under the Indenture are secured by the lien of the Indenture on the properties of the Company described in the Indenture.

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 S Notes being redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Series S 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 40 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 S 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 S 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.

” 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

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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 S Notes are to be redeemed at its registered address. Series S Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000 in excess thereof. Notices of redemption may not be conditional. On and after the redemption date, interest ceases to accrue on Series S Notes or portions thereof called for redemption.

7. Mandatory Redemption. The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Series S Notes.

8. Denominations, Transfer, Exchange. The Series S Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Series S Notes may be registered and Series S 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 S Notes, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder of Series S Notes to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Series S Note or portion of a Series S Note selected for redemption, except for the unredeemed portion of any Series S Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Series S Notes for a period of 15 days before a selection of Series S Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

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

10. 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

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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 S Note shall be conclusive and binding upon such Holder and upon all future Holders of this Series S Note and of any Series S 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 S Note.

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

12. 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 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.

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

14. Transfer and Exchange.

(a) As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Series S Note is registrable in the Security Register, upon surrender of this Series S Note for registration of transfer at the Corporate Trust Office of The Bank of New York Mellon 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

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Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Series S Notes of this series or 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 S 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 S Note is registered as the absolute owner hereof for all purposes, whether or not this Series S Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

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

16. 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 S 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.

17. Abbreviations. Customary abbreviations may be used in the name of a Holder of Series S 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).

18. 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 S Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders of Series S Notes. No representation is made as to the accuracy of such numbers either as printed on the Series S 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 S Notes upon written request and without charge a copy of the Indenture. Requests may be made to:

Nevada Power Company
P.O. Box 230
6226 W. Sahara Avenue
Las Vegas, Nevada 89146
Attention: Chief Financial Officer

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

CERTIFICATE OF AUTHENTICATION

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

Dated: ___________________

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Assignment Form

To assign this Series S Note, fill in the form below: (I) or (we) assign and transfer this Series S 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 S 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 S 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 S Note purchased by the Company pursuant to Section 1(h)(ii) (Offer to Purchase upon Change of Control) of the Officer’s Certificate, check the box below:


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

If you want to elect to have only part of the Series S Note purchased by the Company pursuant to Section 1(h)(ii) (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 S 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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Exhibit 25.1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

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

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

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)


New York		13-5160382
(Jurisdiction of incorporation		(I.R.S. Employer
if not a U.S. national bank)		Identification No.)

One Wall Street
New York, New York		10286
(Address of principal executive offices)		(Zip code)

Robert Sussman
Legal Department
The Bank of New York Mellon
One Wall Street, 29th Floor
New York, NY 10286
(212) 635-1889
(Name, address and telephone number of agent for service)

NEVADA POWER COMPANY
(Exact name of obligor as specified in its charter)


Nevada		88-0420104
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification No.)

6226 West Sahara Avenue
Las Vegas, Nevada		89146
(Address of principal executive offices)		(Zip code)

6.50% General and Refunding Mortgage Notes,
Series S, due 2018
(Title of the indenture securities)

Item 1. General Information.

Furnish the following information as to the Trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.


Superintendent of Banks of the State of New York		2 Rector Street, New York, N.Y. 10006 and Albany, N.Y. 12203
Federal Reserve Bank of New York		33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation		550 17th Street, N.W., Washington, D.C. 20429
New York Clearing House Association		New York, N.Y. 10005

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

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

None.

Item 16. List of Exhibits.

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


1.	-	A copy of the Organization Certificate of The Bank of New York Mellon (formerly The Bank of New York (formerly Irving Trust Company)) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.) Certificate of Effectiveness providing for the mergers of Mellon Securities Trust Company and The Dreyfus Trust Company with and into The Bank of New York, under the name The Bank of New York Mellon. Certificate of Effectiveness providing for the merger of BNY Mellon Interim Institutional National Bank, with and into The Bank of New York, under the name The Bank of New York Mellon.

4.	-	A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 with Registration Statement No. 333-121195.)

6.	-	The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-106702.)

7.	-	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 25th day of July, 2008.


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

EXHIBIT 1

State of New York

Banking Department

I, David S. Fredsall, Deputy Superintendent of Banks of the State of New York, DO HEREBY CERTIFY:

THAT, in accordance with the provisions of Section 601-b of the New York Banking Law, there were filed in the office of the Superintendent of Banks, as of 12:01 a.m., July 1, 2008, Agreements and Plans of Merger, dated as of June 25, 2008, and other required documents, providing for the mergers of MELLON SECURITIES TRUST COMPANY, New York, New York, and THE DREYFUS TRUST COMPANY, Uniondale, New York, with and into THE BANK OF NEW YORK, New York, New York, under the name, THE BANK OF NEW YORK MELLON , which mergers were approved by the Superintendent of Banks on June 26, 2008; and

THAT, the aforementioned mergers have been recognized as valid and effective as of the date and time of such filings.

Witness, my hand and official seal of the Banking Department at the City of New York, this 1 ^st day of July in the year two thousand and eight.


		/s/ David S. Fredsall

		Deputy Superintendent of Banks

State of New York

Banking Department

I, Richard H. Neiman, Superintendent of Banks of the State of New York, DO HEREBY APPROVE, pursuant to the provisions of Section 601-b of the New York Banking Law, Agreements and Plans of Merger dated as of June 25, 2008 providing for the mergers of MELLON SECURITIES TRUST COMPANY, New York, New York, and THE DREYFUS TRUST COMPANY, Uniondale, New York, with and into THE BANK OF NEW YORK, New York, New York, under the name THE BANK OF NEW YORK MELLON, said mergers to become effective upon the filing of the Agreements and Plans of Merger in the office of the Superintendent of Banks.

Witness, my hand and official seal of the Banking Department at the City of New York, this 26 ^th day of June in the Year two thousand and eight.


	Richard H. Neiman Superintendent of Banks
	By:	/s/ David S. Fredsall
		Deputy Superintendent of Banks

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER, dated as of June 25 ^th , 2008 (this “Agreement” ), is made and entered into between MELLON SECURITIES TRUST COMPANY ( “MSTC” ), a New York trust company and THE BANK OF NEW YORK ( “BNY” ), a New York banking corporation.

W I T N E S S E T H :

WHEREAS, the Boards of Directors of BNY and MSTC have each determined that it is advisable and in the best interests of their stockholders to consummate, and have approved, the business combination transaction provided for herein in which MSTC would merge with and into BNY (the “Merger” ).

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
THE MERGER

1.01 The Merger. At the Effective Time (as defined in Section 1.02), upon the terms and subject to the conditions of this Agreement and in accordance with applicable provisions of the New York Banking Law and the Federal Deposit Insurance Act, the Merger shall be effected, and MSTC shall be merged with and into BNY. Following the Merger, the separate existence of MSTC shall cease, and BNY shall continue as the surviving company (the “Surviving Company” ) and shall succeed to and assume all of the rights and obligations of MSTC in accordance with Section 602 of the New York Banking Law. As a result of the Merger, the outstanding shares of capital stock of BNY and MSTC shall be converted or canceled in the manner provided in Article II.

1.02 Effective Time. The Merger shall become effective on July 1, 2008 at 12:01 a.m. New York City time in accordance with the sequence as set forth in Exhibit 1 (the date and time being referred to herein as the “Effective Time” ).

1.03 Effects of the Merger. Subject to the foregoing and the provisions of Article IV, the effects of the Merger shall be as provided in the applicable provisions of Section 602 of the New York Banking Law.

1.04 Further Assurances. Each party hereto will execute such further documents and instruments and take such further actions as may reasonably be requested by one or more of the others to consummate the Merger, to vest the Surviving Company with full title to all assets, properties, rights, approvals, immunities and franchises of either of BNY or MSTC or to effect the other purposes of this Agreement.

ARTICLE II
EFFECT OF THE MERGER ON CAPITAL STOCK

2.01 Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of BNY or MSTC or the holder of any of capital stock of BNY or MSTC (i) each issued and outstanding share of common stock, par value $500 per share, of MSTC shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefore, and (ii) each issued and outstanding share of common stock, par value $75 per share, of BNY shall continue to be outstanding and become one issued share of common stock, par value $75 per share, of the Surviving Company.

ARTICLE III
CERTAIN CONDITIONS

3.01 Conditions. This Agreement and the Merger is subject to the approval of:

(a) the New York Superintendent of Banks;

(b) any other governmental or regulatory authority having jurisdiction over any of the parties and the actions herein proposed to be taken; and

ARTICLE IV
CERTAIN OPERATIONAL AND GOVERNANCE MATTERS

4.01 Name of the Surviving Company. The name of the Surviving Company shall be The Bank of New York Mellon.

4.02 Offices. The principal office of the Surviving Company shall be One Wall Street, New York, New York.

4.04 Bylaws of the Surviving Company. The bylaws of BNY in effect at the Effective Time shall be the Bylaws of the Surviving Company until amended in accordance with applicable law.

4.05 Directors and Officers of Surviving Company.

(a) The names of each director of the Surviving Company to serve until the next annual meeting of the stockholder(s) shall be as set forth in Exhibit 2 hereto.

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(b) The officers of BNY immediately prior to the Effective Time shall be the officers of the Surviving Company, until their resignation or removal or until their respective successors are duly elected and qualified.

ARTICLE V
TERMINATION, AMENDMENT AND WAIVER

5.01 Termination. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned, at any time prior to the Effective Time by mutual written agreement of the parties hereto duly authorized by action taken by or on behalf of their respective Boards of Directors.

5.02 Effect of Termination. If this Agreement is validly terminated by either MSTC or BNY pursuant to Section 5.01, this Agreement will forthwith become null and void and there will be no liability or obligation on the part of either MSTC or BNY (or any of their respective Representatives or Affiliates).

5.03 Amendment. This Agreement may be amended, supplemented or modified by action taken by or on behalf of the respective Boards of Directors of the parties hereto at any time prior to the Effective Time. No such amendment, supplement or modification shall be effective unless set forth in a written instrument duly executed by or on behalf of each party hereto.

ARTICLE VI
GENERAL PROVISIONS

6.01 Entire Agreement. This Agreement supersedes all prior discussions and agreements among the parties hereto with respect to the subject matter hereof and contains the sole and entire agreement among the parties hereto with respect to the subject matter hereof.

6.02 No Third Party Beneficiary. The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors or permitted assigns. It is not the intention of the parties to confer third-party beneficiary rights upon any other person.

6.03 No Assignment; Binding Effect. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any party hereto without the prior written consent of the other parties hereto and any attempt to do so will be void. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties hereto and their respective successors and assigns.

6.04 Headings. The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

6.05 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to a contract executed and performed in such State without giving effect to the conflicts of laws principles thereof.

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6.06 Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts, provided receipt of such counterparts is confirmed.

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IN WITNESS WHEREOF, each party hereto has caused this Agreement to be signed by its officer thereunto duly authorized as of the date first above written.


MELLON SECURITIES TRUST COMPANY
By:	/s/ Robert F. Hennessy
	Name:	Robert F. Hennessy
	Title:	Chairman, President and Chief Executive Officer

THE BANK OF NEW YORK
By:	/s/ Donald R. Monks
	Name:	Donald R. Monks
	Title:	Vice chairman

EXHIBIT 1

Sequence of Events of the Reorganization

The reorganization of the following trust company and bank subsidiaries of The Bank of New York Mellon Corporation will occur on July 1, 2008 at 12:01 a.m. in the following sequence:

Mellon Trust of California merges with Mellon California Interim National Bank

Mellon California Interim National Bank merges with Mellon Bank, N.A.

Mellon Trust of Washington merges with Mellon Washington Interim National Bank

Mellon Washington Interim National Bank merges with Mellon Bank, N.A.

Mellon Trust of New York, LLC merges with Mellon New York Interim National Bank

Mellon New York Interim National Bank merges with Mellon Bank, N.A.

Mellon Trust of New England, N.A. merges with Mellon Bank, N.A.

Mellon Bank, National Association divides into two national banks. The wealth management business is allocated to, and will continue to be owned by Mellon Bank, National Association which survives the division and is renamed BNY Mellon, National Association. The institutional business is allocated to and vested in the new national bank, BNY Mellon Interim Institutional National Bank, a subsidiary of Mellon Bank, National Association.

BNY Mellon, National Association (f/k/a Mellon Bank, National Association) distributes the stock of BNY Mellon Interim Institutional National Bank to The Bank of New York Mellon Corporation as a return of capital.

BNY Mellon Interim Institutional National Bank merges with The Bank of New York which survives the merger and is renamed The Bank of New York Mellon.

MBC Investments Corporation distributes the stock of The Dreyfus Trust Company to The Bank of New York Mellon Corporation as a return of Capital.

* Mellon Securities Trust Company merges with The Bank of New York Mellon

(f/k/a The Bank of New York)

The Dreyfus Trust Company merges with The Bank of New York Mellon

(f/k/a The Bank of New York)

* This Merger shall occur immediately following the distribution of stock of The Dreyfus Trust Company to The Bank of New York Mellon Corporation as a return of capital and immediately prior to the merger of The Dreyfus Trust Company with The Bank of New York Mellon.

EXHIBIT 2

DIRECTORS OF SURVIVING COMPANY


Frank J. Biondi, Jr.		Senior Managing Director, WaterView Advisors LLC
Ruth E. Bruch		Senior Vice President and Chief Information Officer, Kellogg Company
Nicholas M. Donofrio		Executive Vice President, Innovation and Technology, IBM Corporation
Steven G. Elliott		Senior Vice Chairman, The Bank of New York Mellon Corporation
Gerald L. Hassell		President, The Bank of New York Mellon Corporation
Edmund F. Kelly		Chairman, President and Chief Executive Officer, Liberty Mutual Group
Robert P. Kelly		Chief Executive Officer, The Bank of New York Mellon Corporation
Richard J. Kogan		Retired President and Chief Executive Officer, Schering-Plough Corporation
Michael J. Kowalski		Chairman and Chief Executive Officer, Tiffany & Co.
John A. Luke, Jr.		Chairman and Chief Executive Officer, MeadWestvaco Corporation
Robert Mehrabian		Chairman, President and Chief Executive Officer, Teledyne Technologies Inc.
Mark A. Nordenberg		Chancellor, University of Pittsburgh
Catherine Rein		Retired Senior Executive Vice President and Chief Administrative Officer, MetLife, Inc.
Thomas A. Renyi		Executive Chairman, The Bank of New York Mellon Corporation
William C. Richardson		President and Chief Executive Officer Emeritus, W.K. Kellogg Foundation; and Chair and Co-Trustee Emeritus of The Kellogg Foundation Trust
Samuel C. Scott III		Chairman, President and Chief Executive Officer, Corn Products International, Inc.
John P. Surma		Chairman and Chief Executive Officer, United States Steel Corporation
Wesley W. von Schack		Chairman, President and Chief Executive Officer, Energy East Corporation

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER, dated as of June 25 ^th , 2008 (this “Agreement” ), is made and entered into between THE DREYFUS TRUST COMPANY ( “DTC” ), a New York trust company and THE BANK OF NEW YORK ( “BNY” ), a New York banking corporation.

W I T N E S S E T H :

WHEREAS, the Boards of Directors of BNY and DTC have each determined that it is advisable and in the best interests of their stockholders to consummate, and have approved, the business combination transaction provided for herein in which DTC would merge with and into BNY (the “Merger” ).

ARTICLE I
THE MERGER

1.01 The Merger . At the Effective Time (as defined in Section 1.02), upon the terms and subject to the conditions of this Agreement and in accordance with applicable provisions of the New York Banking Law and the Federal Deposit Insurance Act, the Merger shall be effected, and DTC shall be merged with and into BNY. Following the Merger, the separate existence of DTC shall cease, and BNY shall continue as the surviving company (the “Surviving Company” ) and shall succeed to and assume all of the rights and obligations of DTC in accordance with Section 602 of the New York Banking Law. As a result of the Merger, the outstanding shares of capital stock of BNY and DTC shall be converted or canceled in the manner provided in Article II.

1.02 Effective Time . The Merger shall become effective on July 1, 2008 at 12:01 a.m. New York City time in accordance with the sequence as set forth in Exhibit 1 (the date and time being referred to herein as the “Effective Time” ).

1.03 Effects of the Merger . Subject to the foregoing and the provisions of Article IV, the effects of the Merger shall be as provided in the applicable provisions of Section 602 of the New York Banking Law.

1.04 Further Assurances . Each party hereto will execute such further documents and instruments and take such further actions as may reasonably be requested by one or more of the others to consummate the Merger, to vest the Surviving Company with full title to all assets, properties, rights, approvals, immunities and franchises of either of BNY or DTC or to effect the other purposes of this Agreement.

ARTICLE II
EFFECT OF THE MERGER ON CAPITAL STOCK

2.01 Conversion of Capital Stock . At the Effective Time, by virtue of the Merger and without any action on the part of BNY or DTC or the holder of any of capital stock of BNY or DTC (i) each issued and outstanding share of common stock, par value $100 per share, of DTC shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefore, and (ii) each issued and outstanding share of common stock, par value $75 per share, of BNY shall continue to be outstanding and become one issued share of common stock, par value $75 per share, of the Surviving Company.

ARTICLE III
CERTAIN CONDITIONS

3.01 Conditions . This Agreement and the Merger is subject to the approval of:

(a) the New York Superintendent of Banks;

(b) any other governmental or regulatory authority having jurisdiction over any parties and the actions herein proposed to be taken; and

ARTICLE IV
CERTAIN OPERATIONAL AND GOVERNANCE MATTERS

4.01 Name of the Surviving Company . The name of the Surviving Company shall be The Bank of New York Mellon.

4.02 Offices . The principal office of the Surviving Company shall be One Wall Street, New York, New York.

4.04 Bylaws of the Surviving Company . The bylaws of BNY in effect at the Effective Time shall be the Bylaws of the Surviving Company until amended in accordance with applicable law.

4.05 Directors and Officers of Surviving Company .

(a) The names of each director of the Surviving Company to serve until the next annual meeting of the stockholder(s) shall be as set forth in Exhibit 2 hereto.

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ARTICLE V
TERMINATION, AMENDMENT AND WAIVER

5.01 Termination . This Agreement may be terminated, and the transactions contemplated hereby may be abandoned, at any time prior to the Effective Time by mutual written agreement of the parties hereto duly authorized by action taken by or on behalf of their respective Boards of Directors.

5.02 Effect of Termination . If this Agreement is validly terminated by either DTC or BNY pursuant to Section 5.01, this Agreement will forthwith become null and void and there will be no liability or obligation on the part of either DTC or BNY (or any of their respective Representatives or Affiliates).

5.03 Amendment . This Agreement may be amended, supplemented or modified by action taken by or on behalf of the respective Boards of Directors of the parties hereto at any time prior to the Effective Time. No such amendment, supplement or modification shall be effective unless set forth in a written instrument duly executed by or on behalf of each party hereto.

ARTICLE VI
GENERAL PROVISIONS

6.01 Entire Agreement . This Agreement supersedes all prior discussions and agreements among the parties hereto with respect to the subject matter hereof and contains the sole and entire agreement among the parties hereto with respect to the subject matter hereof.

6.02 No Third Party Beneficiary . The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors or permitted assigns. It is not the intention of the parties to confer third-party beneficiary rights upon any other person.

6.03 No Assignment; Binding Effect . Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any party hereto without the prior written consent of the other parties hereto and any attempt to do so will be void. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties hereto and their respective successors and assigns.

6.04 Headings . The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

6.05 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to a contract executed and performed in such State without giving effect to the conflicts of laws principles thereof.

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6.06 Counterparts . This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts, provided receipt of such counterparts is confirmed.

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IN WITNESS WHEREOF, each party hereto has caused this Agreement to be signed by its officer thereunto duly authorized as of the date first above written.


DREYFUS TRUST COMPANY
By:	/s/ William H. Máresca
	Name:	William H. Máresca
	Title:	Chairman, President and Chief Executive Officer


THE BANK OF NEW YORK
By:	/s/ Donald R. Monks
	Name:	Donald R. Monks
	Title:	Vice Chairman

EXHIBIT 1

Sequence of Events of the Reorganization