EXCHANGE AGENT AGREEMENTExchange Agent Agreement • September 6th, 2006 • Sierra Pacific Power Co • Electric & other services combined • New York
Sierra Pacific Power Company, a corporation organized and existing under the laws of the State of Nevada (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange all of its outstanding 6% General and Refunding Mortgage Notes, Series M, due 2016 (not registered under the Securities Act of 1933, as amended (the “Securities Act”)) (the “Old Notes”) for its 6% General and Refunding Mortgage Notes, Series M, due 2016 (registered under the Securities Act) (the “New Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated September __, 2006 (the “Prospectus”), proposed to be distributed to all record holders of the Old Notes. The Old Notes and the New Notes are collectively referred to herein as the “Securities”.
