<PAGE>

                                                                   EXHIBIT 10(E)

                              RETENTION AGREEMENT


PARTIES

The parties to this Retention Agreement ("Agreement") are Nevada Power Company
and David G. Barneby.


                                     BASIS
                                     -----

(a)  Employee currently holds the position of Vice President, Power Delivery,
     with Company.

(b)  Company is currently in the process of divesting itself of all or a portion
     of its generation facilities ("Divestiture").

(c)  Company and Employee have executed the Original Agreement. Company is
     currently in the process of merging with Sierra Pacific Resources
     ("Merger") which is a "change in control" as defined in the Original
     Agreement. Pursuant to the terms of the Original Agreement and upon
     completion of the Merger, Employee will be entitled to receive the
     involuntary termination benefits contained in Section 5 of the Original
     Agreement.

(d)  Company and Employee desire to have Employee remain an employee of
     Successor Company under the terms of this Agreement. Therefore, upon
     completion of the Merger, this Agreement is intended to replace the
     Original Agreement and the Original Agreement is intended to become void
     and unenforceable. The benefits contained in this Agreement are in addition
     to Employee's salary, bonuses, SERP, and all other benefits which Employee
     is currently entitled to receive as a result of his employment at Company
     and which will not be reduced in aggregate value from current levels during
     the term of this Agreement.

(e)  Employee may have access to Confidential Information. In addition, Employee
     may develop on behalf of Company an acquaintance with Company's customers
     and prospective customers. Employee will occupy a position of trust and
     confidence with respect to such customers and such Confidential
     Information. Employee understands that any entrusting of Confidential
     Information and/or customer contacts or relationships to Employee by
     Company is done in reliance on a confidential relationship arising out of
     employment with Company. Employee understands that Confidential Information
     and customer contracts that Employee may acquire or may have access to is
     of great value to Company.

                                       1
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(f)  The consideration for the terms and conditions of this Agreement is
     adequate and is fully set forth in this Agreement.


                              TERMS OF AGREEMENT
                              ------------------

                              1.   Defined Terms
                              ------------------

     1.1  Company means Nevada Power and any successor organization.
          -------

     1.2  Effective Date means the date this Agreement becomes effective.  The
          --------------
          Effective Date shall be the date that both the Company and Employee
          have signed this Agreement and the Merger has been completed.

     1.3  Employee means David G. Barneby.
          --------

     1.4  Original Agreement means the Employment Agreement dated on or about
          ------------------
          March 13, 1998, between Company and Employee.

     1.5  Items means documents, reports, drawings, diagrams, summaries,
          -----
          photographs, designs, specifications, formulae, plans, samples,
          models, research and development information, prototypes, tools,
          equipment, proposals, marketing and sales plans, customer information,
          customer lists, regulatory files, financial data, costs, pricing
          information, supplier information, written, printed or graphic matter,
          or other information and materials that concern Company's business and
          that come into Employee's possession or about which Employee has
          knowledge by reason of employment with Company.

     1.6  Program means the Sierra Pacific Resources 1999 Merger Severance
          -------
          Program which Company is offering certain employees, including
          Employee and which by reference is made a part of this Agreement.

     1.7  Termination or Terminated means the termination of Employee's status
          -------------------------
          as an active employee of Company by either Company or Employee for any
          reason. If Employee becomes eligible for benefits under the Company's
          Long-Term Disability Plan prior to July 31, 2002, then Employee shall
          be entitled to declare his employment terminated for purposes of this
          Agreement at his option.

                           2.   Benefits to Employee
                           -------------------------

     2.1  Company shall pay to Employee the following amounts. The principal
          amount is economically similar to the benefits to which Employee would
          be entitled to receive after a voluntary termination under the
          Original Agreement.

                                       2
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          These amounts shall be paid to Employee under the following schedule,
          less withholding, assessments and authorized deductions:

<TABLE>
<CAPTION>
                    Payment Date                      Principal         Interest          Payment
                    ------------                      ---------         --------          -------
                                                                                          Amount
                                                                                          ------
          <S>                                         <C>               <C>               <C>
          Within 15 days after the
          close of the Merger                          125,000                0          125,000
          October 1, 1999                               29,300           14,920           44,220
          January 1, 2000                               29,300           13,750           43,050
          April 1, 2000                                 29,300           12,580           41,880
          July 1, 2000                                  29,300           11,400           40,700
          October 1, 2000                               29,300           10,230           39,530
          January 1, 2001                               29,300            9,060           38,360
          April 1, 2001                                 29,300            7,890           37,190
          July 1, 2001                                  29,300            6,720           36,020
          October 1, 2001                               29,300            5,540           36,020
          January 1, 2002                               29,300            4,370           33,670
          July 31, 2002                                 80,000            6,430           86,430
               TOTALS                                  498.000          102,890          600,890
</TABLE>

          If Employee's employment is Terminated, then Employee shall be paid
          the remaining unpaid principal amount and interest prorated to the
          date of termination within 30 days of Employee's Termination. If
          Employee dies prior to July 31, 2002, then Employee's estate shall be
          paid the remaining unpaid principal amount and interest prorated to
          the date of death within 30 days of Employee's death.

          The above payments will not be recognized as covered pay under any
          employee benefit plan sponsored by the Company except for the Deferred
          Compensation Program.

     2.2  Employee shall be paid for any accrued but unused vacation as defined
          under Company's vacation policy then in effect.

     2.3  If Employee's employment is Terminated and/or if Employee retires,
          then Employee shall be entitled to receive an amount which is
          economically similar to the following:

          2.3.1  The Program includes an enhancement to the Nevada Power Company
                 Retirement Plan ("Retirement Plan") ("Enhanced Lump Sum"). The
                 Enhanced Lump Sum is based upon the following calculations and
                 conditions:

                 (1) If Employee is under the age of 55, then Employee shall
                     receive the present value of an Early Retirement Benefit
                     commencing at age 55, calculated using the Early Retirement

                                       3
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                     Fact (i.e., 65%) that applies to employees who retire at
                     age 55. If Employee is over the age of 55, then at his
                     actual age under the terms of the plan; and

                 (2) The dollar limitation in Section 5.2(c) of the Retirement
                     Plan will not apply, however, all other restrictions
                     required by federal law (e.g., Internal Revenue Code (S)415
                     limits and spousal waivers) will apply.

                 Company shall maintain a life insurance policy (either Company
                 owned or other policy) in an amount no less than the then
                 current value of the Enhanced Lump Sum and payable to a
                 beneficiary named by Employee. This policy shall remain in
                 effect so long as Employee is an active employee of Company.

          2.3.2  Company shall add a total of five years to Employee's age or
                 years of service or a combination thereof in order to qualify
                 for, or improve, Employee" retiree medical benefits contained
                 in Company" health care plans.

          Employee understands and agrees that the Retirement Plan is a
          "qualified" plan and offering Employee the Enhanced Lump Sum benefit
          set forth in Section 2.3.1 above may violate one or more sections of
          the Internal Revenue Code and therefore, the Retirement Plan may not
          be able to pay this benefit to Employee.  In such case, Company and
          Employee will work together to reach an agreement as to a cash payment
          from general assets that produces a value comparable to the lump sum
          benefit that could not be paid from the qualified plan.  Such value
          shall factor in the time value of tax consequences and shall be offset
          by the value of the payments expected to be made from the qualified
          plan.

     2.4  For a period of 24 months following Termination, the Company will
          arrange to provide the Employee with health (including
          medical/hospital, dental and vision) and life benefits substantially
          similar to those that Employee was receiving or entitled to receive
          immediately prior to Termination. These benefits will be reduced to
          the extent comparable benefits are actually received by or in respect
          of Employee from another employer during the 24-month period, and any
          such benefits actually received shall be reported by Employee or other
          recipient to the Company. During the 24-month period, the Company will
          use its best efforts to maintain in full force and effect for the
          continued benefit of Employee all benefits referenced herein or will
          arrange to make available to Employee benefits substantially similar
          to the referenced benefits. Such benefits will be provided to Employee
          on the same terms and conditions (including employee contributions
          toward the premium payments) under which Employee was entitled to
          participate immediately prior to Termination. To the extent the
          coverage or benefits provided herein

                                       4
<PAGE>

          results in Employee or any dependent or beneficiary thereof incurring
          additional federal, state or local taxes that would otherwise not have
          been incurred in connection with the provision of such coverage of
          benefits had Employee's employment not been terminated, the Company
          shall promptly pay Employee, dependent or beneficiary, as the case may
          be, on an after-tax basis, an additional payment, in an amount equal
          to all taxes, including interest and penalties thereon, imposed as the
          result of such coverage or benefits.

     2.5  Anything in this Agreement to the contrary notwithstanding, if it is
          determined (as hereafter provided) that any payment or distribution by
          the Company or any of its affiliates to or for the benefit of
          Employee, whether paid or payable or distributed or distributable
          pursuant to the terms of this Agreement or otherwise pursuant to or by
          reason of any other agreement, policy, plan, program or arrangement,
          including without limitation any stock option, stock appreciation
          right or similar right, or the lapse or termination of any restriction
          on or the vesting or exercisability of any of the foregoing (a
          "Payment"), would be subject to the excise tax imposed by Section 4999
          of the Code (or any successor provision thereto) by reason of being
          considered "contingent on a change in ownership or control" of the
          Company, within the meaning of Section 280G of the Code (or any
          successor provision thereto) or to any similar tax imposed by state or
          local law, or any interest or penalties with respect to such tax (such
          tax or taxes, together with any such interest and penalties, are
          hereafter collectively referred to as the "Excise Tax"), then Employee
          will be entitled to receive an additional payment or payments
          (collectively, a "Gross-Up Payment") in an amount such that, after
          payment by the Executive of all taxes (including any interest or
          penalties imposed with respect to such taxes), including any Excise
          Tax, imposed upon the Gross-Up Payment, the Executive retains an
          amount of the Gross-Up Payment equal to the Excise Tax imposed upon
          the Payments.  No Gross-Up Payment will be made with respect to the
          Excise Tax, if any, attributable to (a) any incentive stock option, as
          defined by Section 422 of the Code ("ISO") granted prior to the
          execution of this Agreement (unless a comparable Gross-Up Payment has
          theretofore been made available with respect to such option), or (b)
          any stock appreciation or similar right, whether or not limited,
          granted in tandem with any ISO.  All determinations required to be
          made under this Section, including whether an Excise Tax is payable by
          the Executive and the amount of such Excise Tax and whether a Gross-Up
          Payment is required to be paid by the Company to the Executive and the
          amount of such Gross-Up Payment, will be made by a nationally
          recognized firm of certified public accountants (the "Accounting
          Firm") selected by Employee in his sole discretion.  Employee will
          direct the Accounting Firm to submit its determination and detailed
          supporting calculations to both the Company and Employee within 15
          calendar days after Termination, if applicable, and any other such
          time or times as may be requested by the Company or employee.  If the
          Accounting Firm determines that any Excise Tax is payable by Employee,
          then the

                                       5
<PAGE>

          Company will pay the required Gross-Up Payment to the Executive within
          five business days after receipt of such determination and calculation
          with respect to any Payment to the Executive. If the Accounting Firm
          determines that no Excise Tax is payable by Employee, then it will, at
          the same as it makes such determination, furnish the Company and
          Employee an opinion that Employee has substantial authority not to
          report any Excise Tax on Employee's federal income or other tax
          return. Any determination by the Accounting Firm as to the amount of
          the Gross-Up Payment will be binding upon the Company and Employee. As
          a result of the uncertainty in the application of Section 4999 of the
          Code (or any successor provision thereto) and the possibility of
          similar uncertainty regarding applicable state or local tax law at the
          time of any determination by the Accounting Firm hereunder, it is
          possible that Gross-Up Payments that will have not been made by the
          Company should have been made (an "Underpayment"), consistent with the
          calculations required to be made hereunder. If the Company exhausts or
          fails to pursue its remedies contained herein and Employee is required
          to make a payment of any Excise Tax, then Employee will direct the
          Accounting Firm to determine the amount of the Underpayment that has
          occurred and to submit its determination and detailed supporting
          calculations to both the Company and Employee as promptly as possible.
          Any such Underpayment will be promptly paid by the Company to, or for
          the benefit of, Employee within five business days after receipt of
          such determination and calculations. The Company and Employee will
          each provide the Accounting Firm access to and copies of any books,
          records and documents in the possession of the Company or Employee, as
          the case may be, reasonably requested by the Accounting Firm, and
          otherwise cooperate with the Accounting Firm in connection with the
          preparation and issuance of the determinations and calculations
          contemplated by this Section. The federal income or other tax returns
          filed by Employee will be prepared and filed on a consistent basis
          with the determination of the Accounting Firm with respect to the
          Excise Tax payable by Employee. Employee will make proper payment of
          the amount of any Excise Tax, and at the request of the Company,
          provide to the Company true and correct copies (with any amendments)
          of Employee's federal income tax return as filed with the Internal
          Revenue Service and corresponding other tax returns, if relevant, as
          filed with the applicable taxing authority, and such other documents
          reasonably requested by the Company, evidencing such payment. If prior
          to the filing of the Employee's federal income tax return, or
          corresponding state or local tax return, if relevant, the Accounting
          Firm determines that the amount of the Gross-Up Payment should be
          reduced, Employee will within five business days pay to the Company
          the amount of such reduction. The fees and expenses of the Accounting
          Firm for its services in connection with the determinations and
          calculations contemplated by this Section will be borne by the
          Company. If such fees and expenses are initially paid by Employee,
          then the Company will reimburse employee the full amount of such fees
          and expenses within five business days after receipt from Employee of
          a statement therefor and reasonable evidence of his payment thereof.
          Employee will

                                       6
<PAGE>

          notify the Company in writing of any claim by the Internal Revenue
          Service or other taxing authority that, if successful, would require
          the payment by the Company of a Gross-Up Payment. Such notification
          will be given as promptly as practicable but no later than 10 business
          days after Employee actually receives notice of such claim and
          Employee will further apprise the Company of the nature of such claim
          and the date on which such claim is requested to be paid (in each
          case, to the extent know by Employee). Employee will not pay such
          claim prior to the earlier of (a) the expiration of the 30-calendar-
          day period following the date on which Employee gives such notice to
          the Company, and (b) the date that any payment of amount with respect
          to such claim is due. If the Company notifies Employee in writing
          prior to the expiration of such period that it desires to contest such
          claim, Employee will:

          (1)  Provide the Company with any written records or documents in
               Employee's possession relating to such claim reasonably requested
               by the Company;

          (2)  take such action in connection with contesting such claim as the
               Company will reasonably request in writing from time to time,
               including without limitation accepting legal representation with
               respect to such claims by an attorney competent in respect of the
               subject matter and reasonably selected by the Company;

          (3)  cooperate with the Company in good faith in order to effectively
               contest such claim; and

          (4)  permit the Company to participate in any proceedings relating to
               such claim;

          provided, however, that the Company will bear and pay directly all
          costs and expenses (including interest and penalties) incurred in
          connection with such contest and will indemnify and hold harmless
          Employee, on an after-tax basis, for and against any Excise Tax or
          income tax, including interest and penalties with respect thereto,
          imposed as a result of such representation and payment of costs and
          expenses.  The Company will control all proceedings taken in
          connection with the contest on any claim contemplated by this Section,
          the contest of any claim contemplated by this Section and, at its sole
          option, may pursue or forego any and all administrative appeals,
          proceedings, hearings and conferences with the taxing authority in
          respect of such claim (provided, however, that Employee may
          participate therein at his own cost and expense) and may, at its
          option, either direct Employee to pay the tax claimed and sue for a
          refund or contest the claim in any permissible manner, and Employee
          agrees to prosecute such contest to a determination before any
          administrative tribunal, in a court of initial jurisdiction and in one
          or more appellate courts, as the Company will determine; provided,
          however, that if the Company

                                       7
<PAGE>

          directs Employee to pay the tax claimed and sue for a refund, the
          Company will advance the amount of such payment to Employee on an
          interest-free basis and will indemnify and hold Employee harmless, on
          an after-tax basis, from any Excise Tax or income or other tax,
          including interest or penalties with respect thereto, imposed with
          respect to such advance; and provided further, however, that any
          extension of the statute of limitations relating to payment of taxes
          for the taxable year of Employee with respect to which the contested
          amount is claimed to be due is limited solely to such contested
          amount. Furthermore, the Company's control of any such contested claim
          will be limited to issues with respect to which a Gross-Up Payment
          would be payable hereunder and Employee will be entitled to settle or
          contest, as the case may be, any other issue raised by the Internal
          Revenue Service or any other taxing authority. If, after the receipt
          by Employee of an amount advanced by the Company pursuant to this
          Section, Employee receives any refund with respect to such claim, then
          Employee will (subject to the Company's complying with the
          requirements of this Section) promptly pay to the Company the amount
          of such refund (together with any interest paid or credited thereon
          after any taxes applicable thereto). If, after the receipt by Employee
          of an amount advanced by the Company pursuant to this Section, a
          determination is made that Employee will not be entitled to any refund
          with respect to such claim and the Company does not notify Employee in
          writing of its intent to contest such denial or refund prior to the
          expiration of 30 calendar days after such determination, then such
          advance will be forgiven and will not be required to be repaid and the
          amount of such advance will offset, to the extent thereof, the amount
          of Gross-Up Payment required to be paid by the Company to Employee
          pursuant to this Section.

                             3.   Company Property
                             ---------------------

     3.1  Upon Termination, Employee shall deliver to Company all Items in
          Employee's possession or under Employee's control which are owned by
          Company (including all copies), and Employee shall retain no copies
          thereof.

4.   Confidentiality

     4.1  Employee agrees that he will not, without prior written consent of the
          Company, during the time of employment with Company or thereafter
          disclose to any person not employed by the Company, or use in
          connection with engaging in Competition with the Company, any
          confidential or proprietary information of the Company.  For purposes
          of this Agreement, the term "confidential or proprietary information"
          will include all information of any nature and in any form that is
          owned by the Company and that is not publicly available or generally
          known to persons engaged in businesses similar or related to those of
          the Company.  Confidential Information will include, without
          limitation, the Company's financial matters, customers, employees,
          industry contracts, and all other secrets and all other information

                                       8
<PAGE>

          of a confidential or proprietary nature. The foregoing obligations
          will cease if such confidential or proprietary information will have
          become, through no fault of the Executive, generally known to the
          public or the Executive is required by law to make disclosure (after
          giving the Company notice and an opportunity to contest such
          requirement).

5.   Non-Competition

     5.1  Employee agrees that during the time of employment with Company and
          for one year thereafter, he will not, without the prior written
          consent of the company, engage in Competition (as defined below) with
          the Company. For purposes of this Agreement, if the Executive takes
          any of the following actions he will be engaged in "Competition":
          engaging in or carrying on, directly or indirectly, any enterprise,
          whether as an advisor, principal agent, partner, officer, director,
          employee, stockholder, associate or consultant to any person,
          partnership, corporation, or any other business entity that is
          principally engaged in the business of the generation, transmission,
          or distribution of electricity in states in which the Company or its
          affiliates have significant operations; provided, however, that
          "Competition" will not included (a) the mere ownership of securities
          in any enterprise and exercise of rights appurtenant thereto, or (b)
          participation in management of any enterprise or business operation
          thereof other than in connection with the competitive operation of
          such enterprise.

     5.2  Employee agrees that during the time of employment with Company and
          for three years thereafter, he will not assist a third party in
          preparing or making an unsolicited bid for the Company, engage in a
          proxy contest with the Company, or engage in any other similar
          activity.

     5.3  Employee agrees that during the time of employment with Company and
          for one year thereafter, he will not attempt to influence, persuade or
          induce, or assist any other person in so persuading or inducing, any
          employee of the Company to give up, or to not commence, employment or
          a business relationship with the Company.

     5.4  Employee agrees that the restrictions set forth in paragraphs 5.1,
          5.2, and 5.3 are fair and reasonable and are reasonably required for
          the protection of the interests of Company. Employee agrees that
          compliance with the provisions of paragraphs 5.1, 5.2 and 5.3 will not
          cause Employee undue hardship nor unreasonably interfere with
          Employee's ability to earn a livelihood.

6.   Miscellaneous Provisions

     6.1  Agreement is Confidential: Unless and until the terms of this
          -------------------------
          Agreement, and the amount of any payment eligible to be paid or
          actually paid under this Agreement, are disclosed in writing to the
          public by Company pursuant to any

                                       9
<PAGE>

          applicable legal duty to disclose such information, it shall be a
          condition of eligibility to receive any payment pursuant to this
          Agreement that Employee hold the terms of this Agreement and the
          amount of any payment hereunder in strict confidence. Employee may
          disclose such information on a confidential basis to Employee's spouse
          (if any), and to any financial counselor, tax advisor or legal counsel
          retained by Employee.

     6.2  Post-termination Assistance: Employee agrees that after the Employee's
          ---------------------------
          employment with the Company has terminated the Executive will provide,
          upon reasonable notice, such information and assistance to the Company
          as may reasonably be requested by the Company in connection with any
          matter and the Company agrees to reimburse Employee for any out-of-
          pocket expenses, including travel expense.

     6.3  Legal Fees and Expenses: It is the intent of the Company that Employee
          -----------------------
          not be required to incur legal fees and the related expenses
          associated with the interpretation, enforcement or defense of
          Employee's rights under this Agreement by litigation or otherwise
          because the cost and expense thereof would substantially detract from
          the benefits intended to be extended to the Executive hereunder.
          Accordingly, if it should appear to Employee that the Company has
          failed to comply with any of its obligations under this Agreement or
          in the event that the Company or any other person takes or threatens
          to take any action to declare this Agreement void or unenforceable, or
          institutes any litigation or other action or proceeding designed to
          deny, or to recover from Employee the benefits provided or intended to
          be provided to Employee hereunder, the Company irrevocably authorizes
          the Employee to retain counsel of Employee's choice, at the expense of
          the Company as hereafter provided, to advise and represent the
          Executive in connection with any such interpretation, enforcement or
          defense, including without limitation the initiation or defense of any
          litigation or other legal action, whether by or against the Company or
          any director, officer, stockholder, or other person affiliated with
          the Company, in any jurisdiction. Notwithstanding any existing or
          prior attorney-client relationship between the Company and such
          counsel, the Company irrevocably consents to Employee's entering into
          an attorney-client relationship with such counsel, and in that
          connection the Company and the Employee agree that a confidential
          relationship shall exist between Employee and such counsel. Without
          respect to whether Employee prevails, in whole or in part, in
          connection with any of the foregoing, the Company will pay and be
          solely financially responsible for any and all attorneys' and related
          fees and expenses incurred by Employee in connection with any of the
          foregoing.

     6.4  Successors and Binding Agreement:  (i) The Company will require any
          --------------------------------
          successor (whether direct or indirect, by purchase, merger,
          consolidation, reorganization, operation of law or otherwise) to all
          or substantially all of the business or assets of the Company, by
          agreement in form and substance

                                       10
<PAGE>

          satisfactory to the Executive, expressly to assume and agree to
          perform this Agreement in the same manner and to the same extent the
          Company would be required to perform if no such succession had taken
          place. This Agreement will be binding upon and inure to the benefit of
          the Company and any successor to the Company, including without
          limitation any persons acquiring directly or indirectly all or
          substantially all of the business or assets of the Company whether by
          purchase, merger, consolidation, reorganization, operation of law or
          otherwise (and such successor shall thereafter be deemed the "Company"
          for the purposes of this Agreement), but will not otherwise be
          assignable, transferable or delegable by the Company. (ii) This
          Agreement will inure to the benefit of and be enforceable by
          Employee's personal or legal representatives, executors,
          administrators, successors, heirs, distributees and legatees. (iii)
          This Agreement is personal in nature and neither of the parties hereto
          shall, without the consent of the other, assign, transfer or delegate
          this Agreement or any rights or obligations hereunder. Without
          limiting the generality or effect of the foregoing, the Executive's
          right to receive payments hereunder will not be assignable,
          transferable or delegable, whether by pledge, creation of a security
          interest, or otherwise, other than by a transfer by Executive'' will
          or by the laws of descent and distribution and, in the event of any
          attempted assignment or transfer contrary to this Section, the Company
          shall have no liability to pay any amount so attempted to be assigned,
          transferred or delegated.

     6.5  Not A Restraint on the Business Discretion of Company: Nothing in this
          -----------------------------------------------------
          Agreement is intended to limit the discretion of Company to take any
          action with regard to the Divestiture process which the Company may
          consider appropriate. This Agreement is not a contract to retain
          Employee in the employment of Company for any prescribed period of
          time.

     6.6  Waiver: The waiver by either party to this Agreement of a violation by
          ------
          the other party shall not be construed as a wavier of any subsequent
          violation.

     6.7  Jurisdiction and Venue: This Agreement shall be construed and enforced
          ----------------------
          according to the laws of the State of Nevada to the extent not
          preempted by the federal laws of the United States of America. All
          disputes arising out of this Agreement shall be subject to the
          exclusive jurisdiction and venue of the state and federal courts
          located in Clark County, Nevada.

     6.8  Withholding of Taxes: The Company may withhold from any amounts
          --------------------
          payable under this Agreement all federal, state, city or other taxes
          as the Company is required to withhold pursuant to any law or
          government regulation or ruling.

     6.9  Severability:  Any provision of this Agreement that is deemed invalid,
          ------------
          illegal or unenforceable in any jurisdiction will, as to that
          jurisdiction be ineffective to the extent of such invalidity,
          illegality or unenforceability, without affecting

                                       11
<PAGE>

          in any way the remaining provisions hereof in such jurisdiction or
          rendering that or any other provisions of this Agreement invalid,
          illegal, or unenforceable in any other jurisdiction. If any covenant
          should be deemed invalid, illegal or unenforceable because its scope
          is considered excessive, such covenant will be modified so that the
          scope of the covenant is reduced only to the minimum extent necessary
          to render the modified covenant valid, legal and enforceable.

     6.10 Notices:  All notices, consents, requests or approvals ("Notices"),
          -------
          required or permitted to be given pursuant to this Agreement, shall be
          in writing and will be deemed to have been duly given when hand
          delivered or dispatched by electronic facsimile transmission (with
          receipt thereof confirmed), or five business days after having been
          mailed by United States registered or certified mail, return receipt
          requested, postage prepaid, or three business days after having been
          sent by a nationally recognized overnight courier service such as
          Federal Express or UPC, at the following address, or to such other
          address as any party may have furnished to the other in writing and in
          accordance herewith, except that notices of changes of address will be
          effective upon receipt.  If to the Company, then addressed to the
          attention of the CEO at 6226 West Sahara Avenue, Las Vegas, Nevada
          89146.  If to the Executive, then address to him at 6180 Madre Mesa
          Dr., Las Vegas, Nevada 89108.

     6.11 Entire Agreement: The terms of this Agreement are intended by the
          ----------------
          parties to be the final expression of their agreement with respect to
          the subject matter of this Agreement. The parties further intend that
          this Agreement will constitute the complete and exhaustive statement
          of its terms and that no extrinsic evidence whatsoever may be
          introduced in any judicial, administrative or other legal proceeding
          to vary the terms of this Agreement.

     6.12 Amendments; Waivers:  This Agreement may not be modified, amended, or
          -------------------
          terminated except by an instrument in writing, signed by Employee and
          the Company.  Failure on the part of either party to complain of any
          action or omission, breach or default on the party of the other party,
          no matter how long the same may continue, will never be deemed to be a
          waiver of any rights or remedies hereunder, at law or in equity.
          Employee or the Company may waive compliance by the other party with
          any provision of this Agreement that such other party was or is
          obligated to comply with or perform only through an executed writing;
          provided, however, that such waiver will not operate as a waiver of,
          or estoppel with respect to, any other or subsequent failure.

     6.13 No Inconsistent Actions: The parties will not voluntarily undertake or
          -----------------------
          fail to undertake any action or course of action that is inconsistent
          with the provisions or essential intent of this Agreement.
          Furthermore, it is the intent of the parties hereto to act in a fair
          and reasonable manner with respect to the interpretation and
          application of the provisions of this Agreement.

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<PAGE>

     6.14 Headings and Section References: The headings used in this Agreement
          -------------------------------
          are intended for convenience or reference only and will not in any
          manner amplify, limit, modify or otherwise be used in the construction
          or interpretation of any provision of this Agreement. All section
          references are to sections of this Agreement, unless otherwise noted.

     6.15 Interest: Without limiting the rights of Employee at law or in equity,
          --------
          if the Company fails to make any payment or provide any benefit
          required to be made or provided hereunder on a timely basis, the
          Company will pay interest on the amount or value thereof at an
          annualized rate of interest equal to the so-called composite "prime
          rate" as quoted from time to time during the relevant period in the
          Northeast Edition of The Wall Street Journal. Such interest will be
                               -----------------------
          payable as it accrues on demand. Any change in such prime rate will be
          effective on and as of the date of such change.

     6.16 Review of Agreement: Employee acknowledges that Employee had
          -------------------
          sufficient opportunity to review this Agreement with an attorney or,
          if Employee did not do so, it is because Employee read and understands
          this Agreement and did not believe that legal advice was necessary.
          Employee agrees that the restrictions contained in this Agreement are
          fair and appropriate under the circumstances.

     6.17 Effective Date: This Agreement shall become effective on the Effective
          --------------
          Date. On the Effective Date, the Original Agreement shall become void
          and unenforceable.


NEVADA POWER COMPANY                         EMPLOYEE


By_________________________________     __________________________
  Chief Executive Officer     Date            Signature       Date

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