EXECUTIVE CHANGE IN CONTROL POLICY

1.    Policy Purpose .  The purpose of the Sierra Pacific Resources Executive Change in Control Policy (“Policy”) is to establish a uniform policy for the provision of benefits to eligible executives of Sierra Pacific Resources (“Company”) and its Subsidiaries (as defined herein), in the event of a separation from service during the Term (as defined herein) by the Company or a successor without Cause (as defined herein), or by the Eligible Executive (as defined herein) with Good Reason (as defined herein), in either case within twenty-four (24) months following a Change in Control (as defined herein) or at any time following a Potential Change in Control (as defined herein) but prior to a Change in Control, all as set forth in this Policy.

2.    Eligible Executives .  Employees who are eligible for the benefits provided for in this Policy (“Eligible Executives”) are employees of the Company and its Subsidiaries who:  (a) immediately prior to the effective time of a Change in Control are within one of the following categories:  (i) senior officers reporting directly to the Chief Executive Officer of the Company; (ii) named executive officers as so reported in the Company’s annual report and proxy materials most recently filed with the Securities and Exchange Commission; and (iii) executives who are designated by the Chief Executive Officer of the Company as having responsibility for a significant business organization or function of the Company; and (b) are not parties to an employment or other agreement with the Company or any of its Subsidiaries, pursuant to which the executive may become eligible for severance or similar benefits following a Change in Control of the Company.  For the avoidance of doubt, the Company shall, effective immediately prior to the effective time of a Change in Control, determine and communicate the list of Eligible Executives, and such determination shall be final and binding on all parties.

Notwithstanding any other provision of this Policy, absent a Change in Control, severance benefits for Eligible Executives will be provided under the terms and conditions of the Sierra Pacific Resources Executive Severance Plan, or an individual severance arrangement with the Eligible Executive, and not under this Policy.  It is the intent of the Company that Eligible Executives not be eligible for duplicate severance benefits under multiple plans or arrangements.

3.    Severance Benefits .  In the event that during the Term:  (i) an Eligible Executive is terminated without Cause by the Company or any of its Subsidiaries or a successor entity (or any of their respective affiliates); or (ii) an Eligible Executive resigns with Good Reason from his/her employment with the Company, a successor entity or any of their respective affiliates, in either case within twenty-four (24) months following a Change in Control, or following the occurrence of a Potential Change in Control and before a Change in Control, the Eligible Executive will, subject to his/her timely execution of the Agreement and Release provided for in Section 4 hereof, be entitled to receive the following benefits:

(a)   Cash Severance Payment .  A one-time lump sum cash severance payment in an amount equal to a multiple (as specified in the chart set forth below) of the aggregate of:  (i) the Eligible Executive’s annualized base salary in effect immediately before the separation from service or, if applicable and higher, as in effect immediately before the event or circumstance constituting Good Reason, plus (ii) the Eligible Executive’s target annual incentive award for the year of the separation from service, the year in which the Change in Control occurs or the year immediately preceding the year in which the Change in Control occurs, whichever is highest.  The multiple used to calculate the severance payment will be the applicable multiple set forth in the following chart, based on the Eligible Executive’s position with the Company immediately prior to the termination or resignation, or the Eligible Executive’s position immediately prior to the Change in Control, whichever position is more senior:

(b)   Annual Incentive Awards .  A one-time lump sum cash payment equal to the sum of (i) any earned, but unpaid annual incentive award applicable for the year preceding the Eligible Executive’s separation from service; and (ii) a pro rata portion, as of the date of the separation from service, of the Eligible Executive’s target annual incentive award for the year of the separation from service.

(c)   Long-Term Incentive Awards .  With respect to all outstanding long-term incentive awards other than stock options, the Eligible Executive will also receive a one-time lump sum cash payment equal to the target value of each such award (valued as of the date of the Eligible Executive’s separation from service), prorated for the portion of the applicable performance period through the date of the Eligible Executive’s separation from service.  With respect to any outstanding stock options previously awarded to the Eligible Executive, each such stock option shall be deemed to be fully vested immediately prior to the Eligible Executive’s separation from service, and shall continue to be exercisable throughout the original term of the option (without giving effect to a termination of employment prior to expiration).

(d)   Retirement Benefit Payment .  The Eligible Executive will also receive a one-time lump sum cash payment equal to the excess of :  (i) the actuarial equivalent of the benefit which the Eligible Executive would  have accrued under the Sierra Pacific Resources Retirement Plan and the Sierra Pacific Resources Retirement Restoration Plan, and any successor plans (collectively, the “Retirement Plans”) determined as if the Eligible Executive had been credited with the number of additional months of service credit under the Retirement Plans specified in the following chart, and had earned, during such additional period, total compensation equal to the Eligible Executive’s total compensation during the twelve (12) months immediately preceding the Eligible Executive’s separation from service, or, if applicable and higher, the Eligible Executive’s total compensation during the twelve (12) months immediately prior to the event or circumstance constituting Good Reason; over (ii) the actuarial equivalent of the benefit earned by the Eligible Executive under the Retirement Plans as of the date of the Eligible Executive’s separation from service.

The lump sum cash payment provided for in this section shall be calculated:  (i) by taking into consideration any early retirement subsidies available under the Pension Plans; (ii) as the present value of a straight life annuity commencing at the date as of which the actuarial equivalent is the greatest; (iii) without regard to any amendment to a Retirement Plan made subsequent to a Change in Control, which would decrease the amount of the lump sum payment under this paragraph; and (iv) using the actuarial factors used under the Retirement Plans as of the date of the Eligible Executive’s separation from service, or, if applicable and more favorable, the actuarial assumptions used under the Retirement Plans as of the date of the event or circumstance constituting Good Reason.

(e)   Health Care Benefits .  Eligible Executives and their eligible dependents will, for the period of time set forth in the following chart, also be eligible for continued group life insurance, disability, accident and health care coverage substantially similar to those benefits provided to the Eligible Executive and his/her eligible dependents immediately prior to the Eligible Executive’s separation from service, or, if applicable and greater, as provided immediately before the event or occurrence constituting Good Reason.  The required contribution by the Eligible Executive for such continued coverage will be the applicable employee rate.  The period of continued health care coverage provided for herein shall run concurrently with the Eligible Executive’s available COBRA continuation coverage period.

(f)   Retiree Health-Care and Life Insurance Benefits .  If the Eligible Executive would have been eligible to participate in the post-retirement health care and/or group life insurance coverage available to retirees of the Company under the Sierra Pacific Resources Retiree Health and Life Insurance Plan, or any successor plan (“Retiree Health Plan”), had the Eligible Executive’s separation from service occurred on or after the period of time specified in the following chart, the Company will provide benefits to the Eligible Executive and his/her eligible dependents for which the Eligible Executive and his/her eligible dependents would have been eligible under the Retiree Health Plan during the remaining lifetime of the Eligible Executive and his/her eligible dependents.  Such benefits shall commence upon the later of:  (i) the first date on which the Eligible Executive could have retired and commenced participation in the Retiree Health Plan within the period specified in the following chart; or (ii) the date on which the continuing health care benefits under section (e) above terminate.

As a condition to receiving the benefits provided for in this paragraph, the Eligible Executive shall be required to pay the Company the full amount of the contributions that would have been required had the Eligible Executive (and, if applicable, his/her eligible dependents) been covered under the Retiree Health Plan, at the time that such contributions would have been due.  Death proceeds for any life insurance benefits provided for in this section shall be paid upon the death of the Eligible Executive.

(g)   Final Pay Check and Vacation .  The Eligible Executive will also receive his/her final pay check, as well as pay for earned, but unused vacation, if any, pursuant to the Company’s normal payroll and vacation practices and policies.

(h)   Other Benefit Plans .  Eligible Executive will also receive any vested, accrued benefits to which he/she have become entitled under any of the Company’s employee benefit plans in accordance with the respective provisions of such employee benefit plans as they may be amended from time to time.

4.    Agreement and Release .  As a condition to receiving the severance benefits provided for in Section 3 above, Eligible Executives will be required to execute an Agreement and Release in a form reasonably required by the Company or its successor.  Payment and provision of the severance benefits shall not be made or commence unless and until the Eligible Executive has executed (and not revoked) the Agreement and Release.  In the event that the Eligible Executive fails, or elects not, to execute the Agreement and Release by the later of:  (a) the end of the calendar year of the Eligible Executive’s separation from service; or (b) 2½ months following the Eligible Executive’s separation from service, the Eligible Executive shall be deemed to have forfeited any right to receive any of the severance benefits provided for in this Policy, and the Company shall have no obligation to provide any such benefits.

5.    Timing of Payment of Severance Benefits .  Subject to Section 4 above, the severance benefits provided for in Section 3(a) - (d) of this Policy shall be paid or commence as of the date of the Eligible Executive’s separation from service or, if such separation from service occurs following a Potential Change in Control, but prior to a Change in Control, such severance benefits shall be paid or commence as of the date of the Change in Control.  Any reimbursement of expenses made to the Eligible Executive under paragraphs 3(e) and 3(f), shall be made as soon as reasonably practicable following the date that the expense is incurred by the Eligible Executive and in any event by no later than the end of the calendar year following the year in which the expense is incurred.  Additionally, with respect to the reimbursements and benefits provided for in paragraphs 3(e) and 3(f):  (i) the amount of such reimbursem