<Page>

                                                                   EXHIBIT 4.7

==============================================================================




                              REMARKETING AGREEMENT

                                     BETWEEN

                            SIERRA PACIFIC RESOURCES

                                       AND

                   LEHMAN BROTHERS INC., AS REMARKETING AGENT

                                     ------

                          DATED AS OF NOVEMBER 16, 2001

==============================================================================
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                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                               Page
                                                                                                               ----

<S>               <C>                                                                                            <C>
Section 1.        Definitions.....................................................................................1

Section 2.        Appointment and Obligations of the Remarketing Agent............................................5

Section 3.        Representations, Warranties and Agreements of the Company.......................................9

Section 4.        Reimbursement of Expenses......................................................................17

Section 5.        Further Agreements of the Company..............................................................17

Section 6.        Conditions to the Remarketing Agent's Obligations..............................................19

Section 7.        Indemnification and Contribution...............................................................28

Section 8.        Resignation and Removal of the Remarketing Agent...............................................31

Section 9.        Dealing in the Remarketing Senior Notes........................................................32

Section 10.       Remarketing Agent's Performance; Duty of Care..................................................32

Section 11.       Merger Consolidation, Sale or Conveyance.......................................................33

Section 12.       Termination....................................................................................34

Section 13.       Notices........................................................................................34

Section 14.       Persons Entitled to Benefit of Agreement.......................................................35

Section 15.       Survival.......................................................................................35

Section 16.       Governing Law..................................................................................35

Section 17.       Counterparts...................................................................................35

Section 18.       Headings.......................................................................................35

Section 19.       Severability...................................................................................35
</Table>


                                      -i-
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                            SIERRA PACIFIC RESOURCES

                           7.93% SENIOR NOTES DUE 2007

                              REMARKETING AGREEMENT

                                                               November 16, 2001


LEHMAN BROTHERS INC.
101 Hudson Street
Jersey City, New Jersey  07302

Ladies and Gentlemen:

                  Lehman Brothers Inc. is undertaking to remarket the 7.93%
Senior Notes due 2007 (the "Senior Notes") of Sierra Pacific Resources, a Nevada
corporation (the "Company"), pursuant to the Indenture, dated as of May 1, 2000
(the "Original Indenture"), and the Officers' Certificate, dated as of November
16, 2001, establishing the terms and the other provisions of the Senior Notes
(the "Indenture Officers' Certificate" and, together with the Original
Indenture, the "Indenture"), in each case, between the Company and The Bank of
New York, as Trustee (the "Trustee").

Section 1.        DEFINITIONS.

                  For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:

                  (a) the terms defined in this Section have the meanings
assigned to them in this Section and include the plural as well as the singular;

                  (b) the words "herein," "hereof" and "hereunder" and other
words of similar import refer to this Agreement as a whole and not to any
particular Section or other subsection;

                  (c) capitalized terms used and not defined in this Agreement
shall have the meanings set forth in the Purchase Contract Agreement, dated as
of November 16, 2001 (the "Purchase Contract Agreement"), between the Company
and The Bank of New York, as Purchase Contract Agent (the "Purchase Contract
Agent"), or in the Indenture, as each of the same may be amended, modified or
supplemented from time to time in accordance with the terms thereof; and

                  (d) as used in this Agreement, the following terms have the
following meanings:

                  "Agreement" means this Remarketing Agreement as the same may
         be amended, modified or supplemented from time to time in accordance
         with the terms hereof.

                  "Applicable Spread" means the spread corresponding to the
         Prevailing Rating of the Senior Notes, as set forth below, in effect at
         the close of business on the Business Day immediately preceding the
         date of the Failed Remarketing, if applicable:
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                                                                               2


                  Prevailing Rating                           Spread
                  -----------------                           ------
                  AA/Aa2....................................  3.00%
                  A/A2......................................  4.00%
                  BBB/Baa2..................................  5.00%
                  Below BBB/Baa2............................  7.00%

                  "Authorized Newspaper" means THE WALL STREET JOURNAL, another
         daily newspaper in the English language of general circulation in New
         York, New York that is acceptable to the Remarketing Agent or, at the
         discretion of the Remarketing Agent after consultation with the
         Company, a nationally recognized quotation system that would be an
         effective medium of publicizing the event to be publicized.

                  "Blue Sky Application" has the meaning set forth in Section
         7(a).

                  "Collateral Account" has the meaning set forth in Section 1 of
         the Pledge Agreement.

                  "Commencement Date" has the meaning set forth in Section 3.

                  "Commission" has the meaning set forth in Section 3(b).

                  "Depositary Participant" has the meaning set forth in Section
         2(d)(i).

                  "Effective Date" has the meaning set forth in Section 3(b).

                  "Effective Time" has the meaning set forth in Section 3(b).

                  "Exchange Act" has the meaning set forth in Section 3(b).

                  "Failed Remarketing" has the meaning set forth in Section
         2(f).

                  "Final Remarketing" has the meaning set forth in Section 2(c).

                  "Final Remarketing Date" has the meaning set forth in Section
         2(c).

                  "Initial Remarketing" has the meaning set forth in Section
         2(b).

                  "Initial Remarketing Date" has the meaning set forth in
         Section 2(b).

                  "Investment Company Act" has the meaning set forth in Section
         3(dd).

                  "Material Adverse Effect" has the meaning set forth in Section
         3(h).

                  "Pledge Agreement" means the Pledge Agreement, dated as of the
         date hereof, among the Company, the Collateral Agent, the Securities
         Intermediary and the Purchase Contract Agent, on its own behalf and as
         attorney-in-fact for the Holders from time to time of the Securities,
         as the same may be amended, modified or supplemented from time to time
         in accordance with the terms thereof.
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                                                                               3


                  "Pledged Senior Notes" has the meaning set forth in Section 1
         of the Pledge Agreement.

                  "Pledged Treasury Securities" has the meaning set forth in
         Section 1 of the Pledge Agreement.

                  "Preliminary Prospectus" has the meaning set forth in Section
         3(b).

                  "Prevailing Rating," for the purposes of the definition of
         Applicable Spread, means:

                  (a) AA/Aa2 if the Senior Notes have a credit rating of AA or
         better by Standard & Poor's Ratings Services, Inc. ("S&P") AND Aa2 or
         better by Moody's Investors Service, Inc. ("Moody's") or the equivalent
         of such ratings by such agencies or a substitute rating agency or
         substitute rating agencies selected by the Remarketing Agent;

                  (b) if not under clause (a) above, then A/A2 if the Senior
         Notes have a credit rating of A or better by S&P AND A2 or better by
         Moody's or the equivalent of such ratings by such agencies or a
         substitute rating agency or substitute rating agencies selected by the
         Remarketing Agent;

                  (c) if not under clauses (a) or (b) above, then BBB/Baa2 if
         the Senior Notes have a credit rating of BBB or better by S&P AND Baa2
         or better by Moody's or the equivalent of such ratings by such agencies
         or a substitute rating agency or substitute rating agencies selected by
         the Remarketing Agent; or

                  (d) if not under clauses (a), (b) or (c) above, then Below
         BBB/Baa2.

                  Notwithstanding the foregoing, (A) if (i) the credit rating of
         the Senior Notes by S&P shall be on the "Credit Watch" of S&P with a
         designation of "negative implications" or "developing", or (ii) the
         credit rating of the Senior Notes by Moody's shall be on the "Corporate
         Credit Watch List" of Moody's with a designation of "downgrade" or
         "uncertain", or, in each case, on any successor list of S&P or Moody's
         with a comparable designation, the Prevailing Ratings of the Senior
         Notes shall be deemed to be within a range one full level lower in the
         table set forth in the definition of Applicable Spread than those
         actually assigned to the Senior Notes by S&P and Moody's and (B) if the
         Senior Notes are rated by only one rating agency prior to or on the
         Remarketing Date, the Prevailing Rating shall at all times be
         determined without reference to the rating of any other rating agency;
         PROVIDED that, if no such rating agency shall have in effect a rating
         for the Senior Notes and the Remarketing Agent is unable to identify a
         substitute rating agency or rating agencies, the Prevailing Rating
         shall be Below BBB/Baa2.

                  "Principal Amount" means the principal amount of a Senior
         Note, or $50.

                  "Proceeds" has the meaning set forth in Section 1 of the
         Pledge Agreement.

                  "Prospectus" has the meaning set forth in Section 3(b).

                  "Registration Statement" has the meaning set forth in Section
         3(b).


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                                                                               4


                  "Remarketing" means the remarketing of the Remarketing Senior
         Notes pursuant to the Remarketing Procedures.

                  "Remarketing Agent" has the meaning set forth in Section 2(a).

                  "Remarketing Date" has the meaning set forth in Section 2(d).

                  "Remarketing Materials" has the meaning set forth in Section
         3(b).

                  "Remarketing Procedures" means, collectively, the procedures
         and requirements relating to the Remarketing and the determination of
         the Reset Rate as set forth in the Indenture Officers' Certificate, the
         Purchase Contract Agreement, the Pledge Agreement and this Agreement.

                  "Remarketing Senior Notes" means collectively (1) the Pledged
         Senior Notes that comprise part of Corporate PIES, other than those
         Pledged Senior Notes of Holders that have elected not to participate in
         the Remarketing pursuant to Section 5.3(e) of the Purchase Contract
         Agreement, and (2) the Separated Senior Notes of holders that have
         elected to participate in the Remarketing pursuant to paragraph 19(i)
         of the Indenture Officers' Certificate and Section 5.7 of the Pledge
         Agreement, in each case, which are subject to the Remarketing, as
         identified to the Remarketing Agent by the Purchase Contract Agent
         (with respect to the Pledged Senior Notes to be remarketed) and the
         Collateral Agent (with respect to the Separated Senior Notes to be
         remarketed) by 11:00 a.m. (New York City time), on the Business Day
         preceding the Initial Remarketing Date and, if applicable, the Final
         Remarketing Date, the Remarketing Agent having been notified of the
         aggregate principal amount of such Remarketing Senior Notes by the
         Purchase Contract Agent, the Collateral Agent or the Trustee, pursuant
         to the Purchase Contract Agreement, Pledge Agreement or Indenture, as
         the case may be.

                  "Remarketing Settlement Date" has the meaning set forth in
         Section 2(d).

                  "Remarketing Value" has the meaning set forth in Section
         1.1(d) of the Purchase Contract Agreement.

                  "Reset Rate" has the meaning set forth in the Indenture.

                  "Securities" has the meaning set forth in Section 3(j).

                  "Securities Act" has the meaning set forth in Section 3(b).

                  "Separated Senior Notes" has the meaning set forth in Section
         1 of the Pledge Agreement.

                  "Significant Subsidiary" has the meaning set forth in Section
         3(i).

                  "Subsequent Remarketing" has the meaning set forth in Section
         2(c).

                  "Subsequent Remarketing Date" has the meaning set forth in
         Section 2(c).

                  "Successful Remarketing" has the meaning set forth in Section
         2(d).
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                                                                               5


                  "Transaction" has the meaning set forth in Section 3(j).

                  "Transfer" has the meaning set forth in Section 1 of the
         Pledge Agreement.

                  "Two-Year Benchmark Rate" means the bid side rate displayed at
         10:00 a.m., New York City time, on the third Business Day preceding the
         Purchase Contract Settlement Date for direct obligations of the United
         States having a maturity comparable to the remaining term to the Stated
         Maturity of the Senior Notes, as agreed upon by the Company and the
         Remarketing Agent as displayed in the Telerate system or, if the
         Telerate system is no longer available or, in the judgment of the
         Remarketing Agent (after consultation with the Company), no longer an
         appropriate system from which to obtain such rate, such other
         nationally recognized quotation system as, in the judgment of the
         Remarketing Agent (after consultation with the Company) is appropriate.
         If this rate is not so displayed, the Two-Year Benchmark Rate will be
         calculated by the Remarketing Agent as the yield to maturity for direct
         obligations of the United States having a maturity comparable to the
         remaining term to the Stated Maturity of the Senior Notes, expressed as
         a bond equivalent on the basis of a year of 365 or 366 days, as
         applicable, and applied on a daily basis, and computed by taking the
         arithmetic mean of the secondary market bid rates, as of 10:30 a.m.
         (New York City time) on the third Business Day preceding the Purchase
         Contract Settlement Date of three leading United States government
         securities dealers selected by the Remarketing Agent (after
         consultation with the Company) (which may include the Remarketing Agent
         or an Affiliate thereof). However, if, in the judgment of the
         Remarketing Agent, after consultation with the Company, direct
         obligations of the United States are no longer appropriate benchmarks
         for the purpose of setting the Reset Rate if a Failed Remarketing has
         occurred, the Remarketing Agent and the Company will agree upon another
         Two-Year Benchmark Rate.

                  Section 2. APPOINTMENT AND OBLIGATIONS OF THE REMARKETING
                             AGENT.

                  (a) The Company hereby appoints Lehman Brothers Inc. as
exclusive remarketing agent (the "Remarketing Agent"), and, upon the terms and
subject to the conditions set forth in this Agreement, Lehman Brothers Inc.
hereby accepts such appointment. The Remarketing Agent agrees to (1) use its
commercially reasonable efforts to remarket the Remarketing Senior Notes
tendered to the Remarketing Agent, pursuant to the Indenture and the Purchase
Contract Agreement, in the Remarketing and, in connection therewith, to
determine the Reset Rate as set forth in this Agreement and the Indenture and
(2) carry out such other duties as are assigned to the Remarketing Agent herein,
in each case, in accordance with the Remarketing Procedures.

                  (b) On August 10, 2005 (the "Initial Remarketing Date"), the
Remarketing Agent shall use its commercially reasonable efforts to remarket (the
"Initial Remarketing"), at a price at least equal to the Remarketing Value, the
Remarketing Senior Notes tendered for purchase, pursuant to the Remarketing
Procedures upon notification of the aggregate principal amount of such
Remarketing Senior Notes by the Purchase Contract Agent and the Collateral Agent
pursuant to Section 5.3 of the Purchase Contract Agreement. If, as a result of
such efforts, the Remarketing Agent determines that it will be able to remarket
all of the Remarketing Senior Notes tendered or deemed tendered for purchase at
a price at least equal to the Remarketing Value prior to 4:00 p.m. (New York
City time) on the Initial Remarketing Date, the Remarketing Agent shall
determine the Reset Rate that will enable it to remarket all Remarketing Senior
Notes tendered or deemed
<Page>

                                                                               6


tendered for Remarketing at an interest rate on the Initial Remarketing Date
sufficient to allow the Remarketing to occur at a price equal to the
Remarketing Value.

                  (c) If, despite the commercially reasonable efforts described
in the preceding paragraph, the Remarketing Agent cannot remarket the
Remarketing Senior Notes on the Initial Remarketing Date, the Remarketing Agent
will continue to use its commercially reasonable efforts to remarket the
Remarketing Senior Notes (i) on one or more subsequent occasions from the
Initial Remarketing Date to, and including, the ninth Business Day preceding the
Purchase Contract Settlement Date and (ii) if necessary, on the third Business
Day preceding the Purchase Contract Settlement Date, and in connection therewith
to determine the Reset Rate at an interest rate on the Remarketing Date, if any,
sufficient to allow the Remarketing at a price equal to the Remarketing Value as
set forth herein and (each such subsequent Remarketing up to and including the
ninth Business Day preceding the Purchase Contract Settlement Date being
referred to as a "Subsequent Remarketing," and each such date to be referred to
as, a "Subsequent Remarketing Date"; and the Remarketing on the third Business
Day preceding the Purchase Contract Settlement Date, being referred to as the
"Final Remarketing," and such date to be referred to as, the "Final Remarketing
Date;"), in each case in accordance with the Remarketing Procedures, PROVIDED
that, the Final Remarketing, if at all, must occur no later than on the third
Business Day immediately preceding the Purchase Contract Settlement Date.

                  (d) If any Remarketing is successful (a "Successful
Remarketing" and, such date to be referred to as the "Remarketing Date"), then:

                       (i) By approximately 4:30 p.m. (New York City time) on
         such Remarketing Date, (A) the Remarketing Agent shall advise by
         telephone the Company, the Purchase Contract Agent, the Collateral
         Agent, the Securities Intermediary, the Depositary and the Trustee, of
         the Reset Rate determined in the Remarketing, (B) the Remarketing Agent
         shall advise each purchaser or DTC participant (the "Depositary
         Participant") thereof purchasing Senior Notes sold in the Remarketing
         of the Reset Rate and the number of Senior Notes such purchaser is to
         purchase and (C) the Remarketing Agent shall request each purchaser to
         give instructions to its Depositary Participant to pay the purchase
         price on the third Business Day after the Remarketing Date (the
         "Remarketing Settlement Date") in same day funds against delivery of
         the remarketed Remarketing Senior Notes purchased through the
         facilities of the Depositary.

                  In accordance with the Depositary's normal procedures, on the
         Remarketing Settlement Date or the Purchase Contract Settlement Date,
         as applicable, the transactions described above with respect to each
         Senior Notes remarketed in the Remarketing shall be executed through
         the Depositary, and the accounts of the respective Depositary
         Participants shall be debited and credited, respectively, and such
         Remarketing Senior Notes delivered by book-entry, as necessary to
         effect purchases and sales of such Remarketing Senior Notes; PROVIDED
         that, the settlement procedures set forth herein, including provisions
         for payment by purchasers of the Remarketing Senior Notes in the
         Remarketing, shall be subject to modification to the extent required by
         the Depositary or if the book-entry system is no longer available for
         the Remarketing Senior Notes at the time of the Remarketing, to
         facilitate the remarketing of the Remarketing Senior Notes in
         certificated form and the Remarketing Agent may modify such settlement
         procedures in order to facilitate the settlement process.
<Page>

                                                                               7


                       (ii) Upon receipt of the proceeds from a Successful
         Remarketing, the Remarketing Agent shall:

                           (A) deduct and retain for itself an amount equal to
                  .25% of the principal amount of the remarketed Remarketing
                  Senior Notes as a fee for the performance of its services as
                  Remarketing Agent hereunder;

                           (B) (I) if the Successful Remarketing occurs prior to
                  the third Business Day preceding the Purchase Contract
                  Settlement Date, use the remaining proceeds with respect to
                  the Pledged Senior Notes from such Successful Remarketing to
                  purchase the Treasury Portfolio, in open market transactions
                  and/or at Treasury auctions, in the amount and types of
                  Treasury securities described in clauses (1)(i) and (2)(i) of
                  the definition of Remarketing Value related to the Pledged
                  Senior Notes, deliver such Treasury Portfolio, along with
                  notification thereof, to the Collateral Agent on the
                  Remarketing Settlement Date or as soon thereafter as is
                  practicable, or (II) if such Successful Remarketing occurs on
                  the Final Remarketing Date, remit to the Collateral Agent the
                  portion of the remaining proceeds with respect to the Pledged
                  Senior Notes from such Successful Remarketing to be delivered
                  to the Purchase Contract Agent in settlement of the Purchase
                  Contracts on the Purchase Contract Settlement Date;

                           (C) if any Separated Senior Notes were included in
                  such successful Remarketing, remit to the Collateral Agent,
                  along with notification thereof, for payment to the holders of
                  such Separated Senior Notes sold in such Successful
                  Remarketing the remaining proceeds with respect to such
                  remarketed Separated Senior Notes from the Remarketing, less
                  the remarketing fee, equal to the amounts described in clauses
                  (1)(ii) and (2)(ii) of the definition of Remarketing Value;
                  and

                           (D) remit, along with notification thereof, any
                  remaining balance of such proceeds after the application of
                  such proceeds as set forth in clauses (A) through (C) above,
                  if any, to the Purchase Contract Agent for the benefit of the
                  Holders of the remarketed Pledged Senior Notes and to the
                  Collateral Agent for the for the holders of any remarketed
                  Separated Senior Notes, on a pro rata basis;

PROVIDED, HOWEVER, that if such Successful Remarketing is consummated after 4:30
p.m. (New York City time) on such Remarketing Date and, despite using its
commercially reasonable efforts, the Remarketing Agent cannot cause the
applications of the proceeds specified above to occur on such Remarketing Date,
then the Remarketing Agent may make such applications and remittances on the
next succeeding Business Day. The Remarketing Agent may, in its discretion,
communicate with holders of the Senior Notes, and prospective purchasers of
Remarketing Senior Notes, in connection with its remarketing efforts in order to
facilitate the remarketing and the intent and purpose of this Agreement despite
the fact that such communication may not be expressly required herein.

                  (e) If, by 4:00 p.m. (New York City time) on the ninth
Business Day preceding the Purchase Contract Settlement Date, the Remarketing
Agent, despite using its commercially reasonable efforts, has been and is unable
to remarket all of the Remarketing Senior Notes tendered for purchase at a price
equal to at least the Remarketing Value, the Remarketing Agent shall Transfer to
the Collateral Agent, along with notification thereof, by the sixth Business Day
preceding the Purchase Contract Settlement Date, the Pledged Senior Notes that
were to be
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                                                                               8


remarketed in the Initial Remarketing or Subsequent Remarketing, whereupon the
Collateral Agent shall, for the benefit of the Company, apply such Pledged
Senior Notes to secure the obligation of the related Holders of Corporate PIES
to purchase Common Stock under the related Purchase Contracts.

                  (f) If, (1) by 4:00 p.m. (New York City time), on the Final
Remarketing Date, the Remarketing Agent, despite using its commercially
reasonable efforts, has been and is unable to remarket all of the Remarketing
Senior Notes tendered for purchase at a price equal to at least the Remarketing
Value, or (2) the Remarketing Agent has determined that the Remarketing may not
be commenced or consummated as contemplated herein and by the Remarketing
Procedures under applicable law, a failed Remarketing (a "Failed Remarketing")
shall be deemed to have occurred. If a Failed Remarketing occurs, the
Remarketing Agent and the Company, as applicable, shall take the following
actions:

                       (i) The Remarketing Agent shall notify by telephone the
         Company, the Depositary, Purchase Contract Agent, the Collateral Agent
         and the Trustee, that a Failed Remarketing has occurred.

                       (ii) The Company shall cause a notice of the Failed
         Remarketing to be sent to the holders of all Senior Notes and to be
         published, in an Authorized Newspaper, in each case, no later than the
         Business Day preceding the Purchase Contract Settlement Date.

                       (iii) The Remarketing Agent shall determine the Reset
         Rate that will be equal to the Two Year Benchmark Treasury plus the
         Applicable Spread in accordance to paragraph 19(ii) of the Indenture
         Officers' Certificate.

                       (iv) The Remarketing Agent shall remit the Pledged Senior
         Notes that were to be remarketed to the Purchase Contract Agent and the
         Separated Senior Notes that were to be remarketed to the Collateral
         Agent.

                  (g) If all of the holders of Corporate PIES elect not to
participate in the Remarketing and no holders of Separated Senior Notes elect to
participate in the Remarketing and deliver such Separated Senior Notes and a
notice of such election to the Collateral Agent by the Election Date, in
accordance with the Indenture Officers' Certificate, then:

                       (i) the Remarketing Agent shall, in its sole discretion,
         determine the rate that, in its judgment, would have been established
         had a Remarketing been held on the Final Remarketing Date, and such
         rate shall be the Reset Rate;

                       (ii) the Remarketing Agent shall advise by telephone the
         Company, the Depositary and the Trustee of such Reset Rate; and

                       (iii) the Company shall cause a notice of such Reset Rate
         to be sent to the holders of all Senior Notes and to be published in an
         Authorized Newspaper, in each case, no later than the Business Day
         preceding the Purchase Contract Settlement Date.

                  (h) The Remarketing Agent shall notify the Company, by the
[tenth] Business Day prior to the Initial Remarketing Date, of the specific U.S.
Treasury security or securities (including the CUSIP number(s) and/or the
principal terms of such Treasury security for securities)
<Page>

                                                                               9


that must be delivered by holders of Corporate PIES in connection with such
holders' creation of Treasury PIES pursuant to the Purchase Contract Agreement.

Section 3.        REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY.

                  The Company represents, warrants and agrees (i) on and as of
the date hereof, (ii) on and as of the date of any Remarketing Materials (each
as defined in Section 3(a) below) are first distributed in connection with the
Remarketing (the "Commencement Date"), (iii) on and as of the Remarketing Date
and (iv) on and as of the Purchase Contract Settlement Date that:

                  (a) Registration statements on Form S-3 (File No.'s 333-80149
         and 333-72160) and an amendment or amendments thereto with respect to
         the initial offering of the Senior Notes and other securities of the
         Company (together, the "Registration Statement") (i) have been prepared
         by the Company in conformity with the requirements of the Securities
         Act of 1933, as amended, and the rules and regulations of the
         Securities and Exchange Commission (the "Commission") thereunder
         (collectively, the "Securities Act"), (ii) have been filed with the
         Commission under the Securities Act and (iii) have become effective
         under the Securities Act; and the Indenture has been qualified under
         the Trust Indenture Act of 1939, as amended, and the rules and
         regulations of the Commission thereunder (collectively, the "Trust
         Indenture Act"). In addition, a registration statement on Form S-3 of
         the Company, if required to be filed in connection with the
         Remarketing, will also be prepared by the Company in conformity with
         the requirements of the Securities Act and filed with the Commission
         under the Securities Act and be effective on or before the Initial
         Remarketing Date and such registration statement shall be included in
         the definition of "Registration Statement" herein. Copies of such
         registration statements that have become effective, and the amendment
         or amendments to such registration statements, have been delivered by
         the Company to the Remarketing Agent, in the case of documents not
         electronically available through the Commission's EDGAR filing system
         and, in the case of documents that are so available, to the extent
         requested by the Remarketing Agent.

                  As used in this Agreement, "Effective Time" means the date and
         time as of which the last of such registration statements that have
         become effective or may be filed, or the most recent post-effective
         amendment thereto, if any, was declared effective by the Commission;
         "Effective Date" means the date of the Effective Time of such last
         registration statement; "Preliminary Prospectus" means each prospectus
         relating to the Remarketing Senior Notes included in such last
         registration statement, or amendment thereto, before it became
         effective under the Securities Act and any prospectus relating to the
         Remarketing Senior Notes filed by the Company pursuant to Rule 424(a)
         of the Securities Act; "Registration Statement" means such last
         registration statement, as amended at its Effective Time, including
         documents incorporated by reference therein at such time and, if
         applicable, all information contained in the final prospectus filed
         with the Commission pursuant to Rule 424(b) of the Securities Act,
         including any information deemed to be part of such Registration
         Statement as of the Effective Time pursuant to paragraph (b) of Rule
         430A of the Securities Act; and "Prospectus" means each final
         prospectus relating to the Remarketing Senior Notes, as first filed
         pursuant to Rule 424(b) of the Securities Act.

                  Reference made herein to any Preliminary Prospectus, the
         Prospectus or any other information furnished by the Company to the
         Remarketing Agent for distribution to investors in connection with the
         Remarketing (such other information, the "Remarketing
<Page>

                                                                              10


         Materials") shall be deemed to refer to and include any documents
         incorporated by reference therein pursuant to Item 12 of Form S-3 under
         the Securities Act as of the date of such Preliminary Prospectus or the
         Prospectus, as the case may be, or, in the case of Remarketing
         Materials, referred to as incorporated by reference therein, and any
         reference to any amendment or supplement to any Preliminary Prospectus,
         the Prospectus or the Remarketing Materials shall be deemed to refer to
         and include any document filed under the Securities Exchange Act of
         1934, as amended, and the rules and regulations of the Commission
         thereunder (collectively, the "Exchange Act"), after the date of such
         Preliminary Prospectus or the Prospectus incorporated by reference
         therein pursuant to Item 12 of Form S-3 or, if so incorporated, the
         Remarketing Materials, as the case may be; and any reference to any
         amendment to the Registration Statement shall be deemed to include any
         annual report of the Company filed with the Commission pursuant to
         Section 13(a) or 15(d) of the Exchange Act after the Effective Time
         that is incorporated by reference in the Registration Statement.

                  (b) The Commission has not issued an order preventing or
         suspending the use of the Registration Statement, any Preliminary
         Prospectus, the Prospectus or any Remarketing Materials.

                  (c) The Registration Statement conforms (and the Prospectus
         and any further amendments or supplements to the Registration Statement
         or the Prospectus, when they become effective or are filed with the
         Commission, as the case may be, will conform) in all material respects
         to the requirements of the Securities Act; and the Registration
         Statement and the Prospectus do not and will not, as of the Effective
         Date (as to the Registration Statement and any amendment thereto), as
         of the applicable filing date (as to the Prospectus and any amendment
         or supplement thereto) and (as to the Registration Statement and the
         Prospectus) contain and will contain any 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; PROVIDED that
         no representation and warranty is made as to the statement of
         eligibility and qualification on Form T-1 of the Trustee under the
         Trust Indenture Act, or as to information contained in or omitted from
         the Registration Statement or the Prospectus in reliance upon and in
         conformity with written information furnished to the Company by the
         Remarketing Agent specifically for inclusion therein; the Indenture
         conforms in all material respects to the requirements of the Trust
         Indenture Act.

                  (d) The conditions for use of Form S-3, as set forth in the
         General Instructions thereto, have been satisfied.

                  (e) The documents incorporated by reference in the
         Registration Statement or the Prospectus when they became effective or
         were filed with the Commission, as the case may be, conformed in all
         material respects to the requirements of the Securities Act or the
         Exchange Act, as applicable, and none of such documents contained any
         untrue statement of a material fact or omitted to state any material
         fact required to be stated therein or necessary to make the statements
         therein not misleading; and any further documents so filed and
         incorporated by reference in the Prospectus, when such documents are
         filed with the Commission, will conform in all material respects to the
         requirements of the Exchange Act and will not contain any untrue
         statement of a material fact or omit to state any material fact
         required to be stated therein or necessary to make the statements
         therein, in light of the circumstances in which they were made, not
         misleading.
<Page>

                                                                              11

                  (f) Each of the Company and its Significant Subsidiaries (as
         defined below) has been duly organized and is validly existing as a
         corporation in good standing under the laws of the State of Nevada, is
         duly qualified to do business and is in good standing as a foreign
         business entity in each jurisdiction in which its ownership or lease of
         property or the conduct of its businesses requires such qualification,
         and has all corporate power and authority necessary to own, lease or
         hold its properties and to conduct the businesses in which it is
         engaged, except where the failure to so qualify or to be in good
         standing would not have a material adverse effect on the business,
         affairs, management, condition (financial or otherwise), stockholders'
         equity or results of operations of the Company and its subsidiaries
         considered as a whole (a "Material Adverse Effect"); and none of the
         subsidiaries of the Company other than Nevada Power Company and Sierra
         Pacific Power Company is a "significant subsidiary", as such term is
         defined in Rule 405 of the Securities Act (each, a "Significant
         Subsidiary").

                  (g) The Company has an authorized capitalization as set forth
         in the Company's consolidated statement of capitalization as of
         December 31, 2000 incorporated by reference in the Prospectus; all of
         the issued shares of capital stock of the Company have been duly and
         validly authorized and issued and are fully paid and non-assessable;
         all of the issued shares of capital stock or other ownership interests
         of each subsidiary of the Company have been duly and validly authorized
         and issued and are fully paid and non-assessable; and all shares of the
         issued and outstanding common stock of the Company's Significant
         Subsidiaries are owned by the Company; and all shares of capital stock
         or other ownership interests of each subsidiary of the Company which
         are owned, directly or indirectly, by the Company are so owned free and
         clear of all liens, encumbrances, equities, claims or adverse interests
         of any nature. There has been no change in the outstanding capital
         stock of the Company or any of its subsidiaries since September 30,
         2001, except with respect to changes in outstanding Common Stock
         resulting from transactions relating to employee benefit plans,
         non-employee director plans or the common stock investment plan
         existing on the date hereof.

                  (h) Except as described in the Prospectus, there are no legal
         or governmental proceedings pending to which the Company or any of its
         subsidiaries is a party or of which any property or assets of the
         Company or any of its subsidiaries is the subject which, if determined
         adversely to the Company or such subsidiary, would be reasonably likely
         to result in a Material Adverse Effect; and, to the best of the
         Company's knowledge, no such proceedings are threatened or contemplated
         by governmental authorities or threatened by others.

                  (i) Except circumstances which are not reasonably likely,
         individually or in the aggregate, to result in a Material Adverse
         Effect, neither the Company nor any of its subsidiaries (i) is in
         violation of its charter or by-laws, (ii) is in default, and no event
         has occurred which, with notice or lapse of time or both, would
         constitute such a default, in the due performance or observance of any
         term, covenant or condition contained in any indenture, mortgage, deed
         of trust, loan agreement or other agreement or instrument to which it
         is a party or by which it is bound or to which any of its properties or
         assets is subject or (iii) is in violation of any law, ordinance,
         governmental rule, regulation or court decree to which it or its
         property or assets may be subject or has failed to obtain any license,
<Page>
                                                                              12


         permit, certificate, franchise or other governmental authorization or
         permit relating to the ownership of its property or to the conduct of
         its business.

                  (j) Except as described in the Prospectus, there are no
         contracts, agreements or understandings between the Company and any
         person granting such person the right to require the Company to file a
         registration statement under the Securities Act with respect to any
         securities of the Company owned or to be owned by such person.

                  (k) Except as set forth in or contemplated by the Prospectus,
         (i) neither the Company nor any of its subsidiaries has sustained,
         since the date of the latest audited financial statements included in
         the Prospectus, any material loss or interference with its business
         from fire, explosion, flood or other calamity, whether or not covered
         by insurance, or from any labor dispute or court or governmental
         action, order or decree (a "Material Loss"); and, (ii) since such date,
         there has not been any change in the capital stock, short-term debt or
         long-term debt of the Company or any of its subsidiaries or any
         material adverse change, or any development reasonably likely to result
         in a material adverse change, in or affecting the business, general
         affairs, management, consolidated financial position, stockholders'
         equity, or results of operations of the Company and its subsidiaries
         considered as a whole.

                  (l) The financial statements (including the related notes and
         supporting schedules) incorporated by reference in the Prospectus (and
         any supplement thereto) present fairly the financial condition, the
         results of operations and the changes in financial position of the
         Company and its consolidated subsidiaries on the basis stated therein
         at the respective dates or for the respective periods to which they
         apply; such statements and related schedules and notes have been
         prepared in accordance with generally accepted accounting principles
         consistently applied, except as noted therein, throughout the periods
         involved; the supporting schedules, if any, incorporated by reference
         in the Prospectus present fairly in accordance with generally accepted
         accounting principles the information required to be stated therein;
         and the other financial and statistical information and data set forth
         or incorporated by reference in the Prospectus (and any supplement
         thereto) are, in all material respects, accurately presented and
         prepared on a basis consistent with such financial statements and the
         books and records of the Company.

                  (m) The pro forma financial statements of the Company and its
         consolidated subsidiaries and the related notes thereto in the
         Prospectus (and any supplement thereto), if any, have been prepared on
         a basis consistent with the historical financial statements of the
         Company and its consolidated subsidiaries, give effect to the
         assumptions used in the preparation thereof on a reasonable basis and
         in good faith and present fairly the transactions purported to be
         presented. Such pro forma financial statements have been prepared in
         accordance with the applicable requirements of Rule 11-02 of Regulation
         S-X promulgated by the Commission. The other pro forma financial and
         statistical information and data incorporated by reference in the
         Prospectus (and any supplement thereto) are, in all material respects,
         accurately presented and prepared on a basis consistent with the pro
         forma financial statements.

                  (n) Deloitte & Touche LLP (the "Accountants"), who have
         certified the financial statements of the Company and whose report is
         incorporated by reference in the Prospectus, are independent public
         accountants as required by the Securities Act; and the
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                                                                              13


         Accountants were independent accountants as required by the Securities
         Act during the periods covered by the financial statements on which
         they reported.

                  (o) The Company and its Significant Subsidiaries have good and
         marketable title in fee simple to all real property and good and
         marketable title to all personal property owned by them, in each case
         free and clear of all liens, encumbrances and defects, except such as
         are (i) described or referred to in the Prospectus or (ii) do not,
         individually or in the aggregate, affect the value of such property or
         interfere with the use made and proposed to be made of such property to
         such extent as might reasonably be expected to result in a Material
         Adverse Effect; and all assets held under lease by the Company and its
         Significant Subsidiaries are held by them under valid, subsisting and
         enforceable leases, with such exceptions as are not material to the
         Company and its subsidiaries considered as a whole, and such leases do
         not interfere with the use made and proposed to be made of such
         property and buildings by the Company and its Significant Subsidiaries
         to such extent as would be reasonably likely to result in a Material
         Adverse Effect.

                  (p) Each of the Company and its Significant Subsidiaries has
         such permits, licenses, consents, exemptions, franchises,
         authorizations and other approvals (each, an "Authorization") of, and
         has made all filings with and notices to, all governmental or
         regulatory authorities and self-regulatory organizations and all courts
         and other tribunals, including, without limitation, under any
         applicable environmental law, ordinance, rule, regulation, order,
         judgment, decree or permit, as are necessary to own, lease, license and
         operate its respective properties and to conduct its business, except
         where the failure to have any such Authorization or to make any such
         filing or notice would not have a Material Adverse Effect. Except for
         circumstances which are not reasonably likely to result in a Material
         Adverse Effect, (i) each such Authorization is valid and in full force
         and effect and each of the Company and its Significant Subsidiaries, as
         the case may be, is in compliance with all the terms and conditions
         thereof and with the rules and regulations of the authorities and
         governing bodies having jurisdiction with respect thereto; (ii) no
         event has occurred (including, without limitation, the receipt of any
         notice from any authority or governing body) which allows or, after
         notice or lapse of time or both, would allow, revocation, suspension or
         termination of any such Authorization or results or, after notice or
         lapse of time or both, would result in any other impairment of the
         rights of the holder of any such Authorization; and (iii) except as
         disclosed in the Prospectus, such Authorizations contain no
         restrictions that are burdensome to the Company or any of its
         Significant Subsidiaries.

                  (q) Since the date as of which information is given in the
         Prospectus and except as otherwise disclosed in the Prospectus, (i)
         neither the Company nor any of its Significant Subsidiaries has
         incurred any liability or obligation, direct or contingent, or entered
         into any transaction which liability, obligation or transaction is (A)
         not in the ordinary course of business and (B) material with respect to
         the Company and its subsidiaries considered as a whole, and (ii) the
         Company has not declared or paid any dividend on any of its capital
         stock except for dividends on the Common Stock in amounts per share
         that are consistent with past practice.

                  (r) The Company has all power and authority necessary to
         execute and deliver this Agreement and perform its obligations
         hereunder; this Agreement and the transactions contemplated hereby have
         been duly authorized by the Company; this Agreement has been
<Page>

                                                                              14


         duly executed and delivered by the Company, and this Agreement conforms
         in all material respects to the description thereof contained in the
         Prospectus.

                  (s) The Company has all power and authority necessary to
         execute and deliver the Purchase Contract Agreement and perform its
         obligations thereunder; the Purchase Contract Agreement and the
         transactions contemplated thereby have been duly authorized by the
         Company; the Purchase Contract Agreement has been duly executed and
         delivered by the Company and, assuming due authorization, execution and
         delivery by the Purchase Contract Agent, it constitutes a legally valid
         and binding agreement of the Company, enforceable against the Company
         in accordance with its terms, subject to the effects of bankruptcy,
         insolvency, fraudulent conveyance, reorganization, moratorium and other
         similar laws relating to or affecting creditors' rights generally,
         general equitable principles (whether considered in a proceeding in
         equity or at law) and an implied covenant of good faith and fair
         dealing; and the Purchase Contract Agreement conforms or will conform,
         as the case may be, in all material respects to the description thereof
         contained in the Prospectus.

                  (t) The Corporate PIES have been duly executed and delivered
         by the Company (assuming due execution by the Purchase Contract Agent
         as attorney-in-fact for the holders thereof and due authentication by
         the Purchase Contract Agent), have been duly and validly issued and
         outstanding and constitute legally valid and binding obligations of the
         Company, entitled to the benefits of the Purchase Contract Agreement
         and enforceable against the Company in accordance with their terms,
         subject to the effects of bankruptcy, insolvency, fraudulent
         conveyance, reorganization, moratorium and other similar laws relating
         to or affecting creditors rights generally, general equitable
         principles (whether considered in a proceeding in equity or at law) and
         an implied covenant of good faith and fair dealing; and the Corporate
         PIES conform or will conform, as the case may be, in all material
         respects to the description thereof contained in the Prospectus.

                  (u) The Treasury PIES have been executed and delivered by the
         Company (assuming due execution by the Purchase Contract Agent as
         attorney-in-fact for the holders thereof and due authentication by the
         Purchase Contract Agent) and, upon substitution of the requisite number
         of Treasury Securities for the applicable Senior Notes as set forth in
         the Prospectus, will be duly and validly issued and outstanding and
         will constitute legally valid and binding obligations of the Company,
         entitled to the benefits of the Purchase Contract Agreement and
         enforceable against the Company in accordance with their terms, subject
         to the effects of bankruptcy, insolvency, fraudulent conveyance,
         reorganization, moratorium and other similar laws relating to or
         affecting creditors rights generally, general equitable principles
         (whether considered in a proceeding in equity or at law) and an implied
         covenant of good faith and fair dealing; and the Treasury PIES will
         conform, when issued, to the description thereof contained in the
         Prospectus.

                  (v) The Company had all necessary corporate power and
         authority to execute and deliver the Indenture and had and continues to
         have all necessary corporate power and authority to perform its
         obligations thereunder; the Indenture and the transactions contemplated
         thereby have been duly authorized by the Company; the Indenture has
         been duly executed and delivered by the Company and, assuming due
         authorization, execution and delivery by the Trustee, it constitutes a
         legally valid and binding agreement of the Company, enforceable against
         the Company in accordance with its terms, subject to the
<Page>

                                                                              15


         effects of bankruptcy, insolvency, fraudulent conveyance,
         reorganization, moratorium and other similar laws relating to or
         affecting creditors' rights generally, general equitable principles
         (whether considered in a proceeding in equity or at law) and an implied
         covenant of good faith and fair dealing; and the Indenture conforms or
         will conform, as the case may be, in all material respects to the
         description thereof contained in the Prospectus.

                  (w) The Senior Notes have been duly executed, authenticated,
         issued and delivered as contemplated by the Indenture against payment
         of the agreed consideration therefor, have been duly and validly issued
         and outstanding and constitute legally valid and binding obligations of
         the Company, entitled to the benefits of the Indenture and enforceable
         against the Company in accordance with their terms, subject to the
         effects of bankruptcy, insolvency, fraudulent conveyance,
         reorganization, moratorium and other similar laws relating to or
         affecting creditors' rights generally, general equitable principles
         (whether considered in a proceeding in equity or at law) and an implied
         covenant of good faith and fair dealing; and the Senior Notes conform
         or will conform, as the case may be, in all material respects to the
         description thereof contained in the Prospectus.

                  (x) The Company has all necessary power and authority to
         execute and deliver the Pledge Agreement and perform its obligations
         thereunder; the Pledge Agreement and the transactions contemplated
         thereby have been duly authorized by the Company; the Pledge Agreement
         has been duly executed and delivered by the Company and, assuming due
         authorization, execution and delivery by the Purchase Contract Agent,
         the Securities Intermediary and the Collateral Agent, it constitutes a
         legally valid and binding agreement of the Company, enforceable against
         the Company in accordance with its terms, subject to the effects of
         bankruptcy, insolvency, fraudulent conveyance, reorganization,
         moratorium and other similar laws relating to or affecting creditors'
         rights generally, general equitable principles (whether considered in a
         proceeding in equity or at law) and an implied covenant of good faith
         and fair dealing; and the Pledge Agreement conforms or will conform, as
         the case may be, in all material respects to the description thereof
         contained in the Prospectus.

                  (y) The provisions of the Pledge Agreement are effective to
         create, in favor of the Collateral Agent for the benefit of the
         Company, a valid security interest under the New York UCC in the
         Pledged Senior Notes, the Pledged Treasury Portfolio Interest and the
         Pledged Treasury Securities, as the case may be, from time to time
         credited to the Collateral Account in accordance with the Pledge
         Agreement. For purposes of this opinion, capitalized terms used in this
         paragraph, which are not defined in this Agreement, shall have the
         meanings ascribed to such terms in the Pledge Agreement.

                  (z) The Company has all necessary power and authority to
         execute and deliver the Remarketing Agreement and perform its
         obligations thereunder; the Remarketing Agreement and the transactions
         contemplated thereby have been duly authorized by the Company and,
         assuming due authorization, execution and delivery by the Remarketing
         Agent, it constitutes a legally valid and binding agreement of the
         Company, enforceable against the Company in accordance with its terms,
         subject to the effect of bankruptcy, insolvency, fraudulent conveyance,
         reorganization, moratorium and other similar laws relating to or
         affecting creditors' rights generally, general equitable principles
         (whether considered in a proceeding in equity or at law) and an implied
         covenant of good faith and fair dealing, and except with respect to the
         rights of indemnification and contribution hereunder, where enforcement
         hereof may be limited by federal or state securities laws or

<Page>

                                                                              16


         the policies underlying such laws; the Remarketing Agreement has been
         duly executed and delivered by the Company; and the Remarketing
         Agreement conforms or will conform, as the case may be, in all material
         respects to the description thereof contained in the Prospectus.

                  (aa) The unissued shares of common stock to be issued and sold
         by the Company upon settlement of the Purchase Contracts have been duly
         authorized and reserved for issuance and, when issued and delivered in
         accordance with the provisions of the Purchase Contracts, will be duly
         and validly issued, fully paid and non-assessable and will conform in
         all material respects to the description thereof contained in the
         Prospectus.

                  (bb) Except as described in the Prospectus, there are no
         preemptive or other rights to subscribe for or to purchase, nor is
         there any restriction on the voting or transfer of, any of the
         Corporate PIES, the Treasury PIES, the Purchase Contracts, the Senior
         Notes or any shares of Common Stock (collectively, the "Securities")
         pursuant to the Company's articles of incorporation or by-laws or any
         agreement or instrument, except such preemptive or other rights and/or
         restrictions as relate to the transactions contemplated by the Purchase
         Contract Agreement, the Pledge Agreement and the Indenture.

                  (cc) The execution, delivery and performance of this
         Agreement, the Purchase Contract Agreement, the Indenture and the
         Pledge Agreement (collectively, the "Transaction Agreements") and the
         consummation by the Company of the transactions contemplated hereby and
         thereby, including without limitation the Remarketing of the
         Remarketing Senior Notes (collectively, the "Transactions"), did not
         and will not, as the case may be, (i) conflict with or result in a
         breach or violation of any of the terms or provisions of, or constitute
         a default under, any indenture, mortgage, deed of trust, loan agreement
         or other agreement or instrument to which the Company or any of its
         subsidiaries is a party or by which the Company or any of its
         subsidiaries is bound or to which any of the properties or assets of
         the Company or any of its subsidiaries is subject, which would be
         reasonably likely to result in a Material Adverse Effect, (ii) result
         in any violation of the provisions of the charter or by-laws of the
         Company or any of its subsidiaries, (iii) result in any violation of
         any statute or any order, rule or regulation of any court or
         governmental agency or body having jurisdiction over the Company or any
         of its subsidiaries or any of their respective properties or assets,
         which would be reasonably likely to result in a Material Adverse Effect
         or (iv) require any material consent, approval, authorization or order
         of, or filing or registration with, any such court or governmental
         agency or body for the consummation of the Transactions, except for (A)
         the registration of the Remarketing Senior Notes in connection with the
         Remarketing under the Securities Act, if applicable, (B) the
         qualification of the Indenture under the Trust Indenture Act and (C)
         such consents, approvals, authorizations, registrations or
         qualifications as may be required under the Exchange Act and applicable
         state securities laws in connection with the Remarketing of the Senior
         Notes, if applicable.

                  (dd) Neither the Company nor any subsidiary is an "investment
         company" as defined, and subject to regulation, under the Investment
         Company Act of 1940, as amended, and the rules and regulations of the
         Commission thereunder (the "Investment Company Act").
<Page>

                                                                              17


                  (ee) The Company is a "holding company" under the Public
         Utility Holding Company Act of 1935, as amended (the "Holding Company
         Act"), but, pursuant to Section 3(a)(1) of the Holding Company Act, is
         exempt from all provisions of the Holding Company Act except Section
         9(a)(2) thereof.

                  Any certificate signed by any officer of the Company or any of
its subsidiaries and delivered to the Remarketing Agent or to counsel for the
Remarketing Agent in connection with the Remarketing shall be deemed a
representation and warranty by the Company to the Remarketing Agent as to the
matters covered thereby on the date of such certificate.

Section 4.        REIMBURSEMENT OF EXPENSES.

                  The Company agrees to pay the following expenses, whether or
not the Remarketing is consummated or this Agreement is terminated, promptly
upon receipt of a request therefor:

                        (1) the costs incident to the preparation and printing
                  of the Registration Statement, Prospectus and any Remarketing
                  Materials and any amendments or supplements thereto, including
                  all related registration and filing fees;

                        (2) the costs of distributing the Registration
                  Statement, Prospectus and any Remarketing Materials and any
                  amendments or supplements thereto;

                        (3) the fees and expenses of qualifying the Remarketing
                  Senior Notes under the securities laws of the several
                  jurisdictions as provided in Section 5(f) and of preparing,
                  printing and distributing a U.S. and, if necessary, a
                  Canadian, Blue Sky Memorandum (including related fees and
                  expenses of counsel to the Remarketing Agent);

                        (4) all other costs and expenses incident to the
                  performance of the obligations of the Company hereunder,
                  including the fees and expenses of the Company's counsel; and

                        (5) the fees and expenses of outside counsel to the
                  Remarketing Agent in connection with its duties hereunder.

Section 5.         FURTHER AGREEMENTS OF THE COMPANY.

                  The Company covenants and agrees as follows:

                  (a) (1) To use its reasonable best efforts to file with and
         cause to be declared effective by the Commission under the Securities
         Act, prior to fifth Business Day preceding the Initial Remarketing
         Date, an additional registration statement relating to the Remarketing
         Senior Notes in connection with the Remarketing, in a form approved by
         the Remarketing Agent, if in the opinion of counsel to the Remarketing
         Agent such additional registration statement is required in connection
         with the Remarketing under applicable law;

                           (2) to advise the Remarketing Agent, promptly after
                  it receives notice thereof, of the time when any amendment to
                  the Registration Statement has been filed or becomes effective
                  or any supplement to the Prospectus or any amended Prospectus
                  has been filed, in each such case excluding any documents
                  filed under
<Page>

                                                                              18


                  the Exchange Act and which are incorporated by reference
                  therein, and to furnish the Remarketing Agent with copies
                  thereof; PROVIDED, HOWEVER, that the Company shall not be
                  required to provide the Remarketing Agent with any such
                  reports or similar forms that have been filed with the
                  Commission by electronic transmission pursuant to EDGAR;

                           (3) to prepare the Prospectus for the Remarketing and
                  to timely file it with the Commission under the Securities Act
                  and to file promptly all reports and any definitive proxy or
                  information statements required to be filed by the Company
                  with the Commission pursuant to Section 13(a), 13(c), 14 or
                  15(d) of the Exchange Act subsequent to the date of the
                  Prospectus and for so long as the delivery of a prospectus is
                  required in connection with the offering or sale of the
                  Remarketing Senior Notes; and

                           (4) to advise the Remarketing Agent, promptly after
                  it receives notice thereof, of the issuance by the Commission
                  of any stop order or of any order preventing or suspending the
                  use of the Prospectus, of the suspension of the qualification
                  of any of the Remarketing Senior Notes for offering or sale in
                  any jurisdiction, of the initiation or threatening of any
                  proceeding for any such purpose, or of any request by the
                  Commission for the amending or supplementing of the
                  Registration Statement or the Prospectus or for additional
                  information; and, in the event of the issuance of any stop
                  order or of any order preventing or suspending the use of any
                  Prospectus or suspending any such qualification, to use
                  promptly its best efforts to obtain its withdrawal.

                  (b) To deliver to the Remarketing Agent in New York City such
         number of the following documents as the Remarketing Agent shall
         reasonably request at the times specified below: (i) conformed copies
         of the Registration Statement as originally filed with the Commission
         and each amendment thereto (in each case excluding exhibits other than
         this Agreement and the Indenture) promptly after such filing, (ii) the
         Prospectus and any amended or supplemented Prospectus promptly after
         the preparation and/or printing thereof, as applicable, but in no event
         later than the third Business Day prior to the Initial Remarketing
         Date, (iii) any document incorporated by reference in the Prospectus
         (excluding exhibits thereto) promptly after their filing with the
         Commission and (iv) any Remarketing Materials promptly after their
         preparation, if at all; and, if the delivery of a prospectus is
         required at any time in connection with the Remarketing and if, at such
         time, any event shall have occurred as a result of which the Prospectus
         as then amended or supplemented would include any untrue statement of a
         material fact or 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 when such Prospectus is delivered, not misleading,
         or if for any other reason in the opinion of counsel to the Company or
         the Remarketing Agent it shall be necessary during such same period to
         amend or supplement the Registration Statement or Prospectus or to file
         under the Exchange Act any document incorporated by reference in the
         Prospectus in order to comply with the Securities Act or the Exchange
         Act, to notify the Remarketing Agent and to file such document and to
         prepare and furnish without charge to the Remarketing Agent and to any
         dealer in Senior Notes as many copies as the Remarketing Agent may from
         time to time request of an
<Page>

                                                                              19


         amended or supplemented Prospectus which will correct such statement or
         omission or effect such compliance, promptly after their preparation
         and/or filing, if at all.

                  (c) To file promptly with the Commission any amendment to the
         Registration Statement, the Prospectus or any supplement to the
         Prospectus that may, in the judgment of the Company or the Remarketing
         Agent, be required by the Securities Act or requested by the
         Commission.

                  (d) Prior to filing with the Commission (i) any amendment to
         the Registration Statement or supplement to the Prospectus (excluding
         documents filed under the Exchange Act incorporated by reference) or
         (ii) any Prospectus pursuant to Rule 424 of the Securities Act, to
         furnish a copy thereof to the Remarketing Agent and counsel to the
         Remarketing Agent, and not to file any such amendment or supplement
         which shall be reasonably disapproved by the Remarketing Agent promptly
         after reasonable notice.

                  (e) As soon as practicable after the Effective Date, to make
         generally available to the Company's security holders and to deliver to
         the Remarketing Agent an earnings statement of the Company and its
         subsidiaries (which need not be audited) complying with Section 11(a)
         of the Securities Act (including, at the option of the Company, Rule
         158 of the Securities Act).

                  (f) Promptly from time to time to take such action as the
         Remarketing Agent may reasonably request to qualify any of the
         Remarketing Senior Notes for offer and sale under the securities laws
         of such jurisdictions as the Remarketing Agent may request and to
         comply with such laws so as to permit the continuance of sales and
         dealings therein in such jurisdictions for as long as may be necessary
         to complete the Remarketing; PROVIDED that, in connection therewith,
         the Company shall not be required to qualify as a foreign corporation
         or to file a general consent to service of process in any jurisdiction
         in which it is not so qualified or to submit to any requirements which
         it deems unduly burdensome.

                  (g) For a period of two years following the Effective Date or
         so long as any of the Senior Notes shall remain outstanding, whichever
         is shorter, to furnish to the Remarketing Agent copies of such
         materials furnished by the Company to the holders of any class of its
         capital stock and to furnish to the Remarketing Agent a copy of each
         annual or other report it shall be required to file with the Commission
         and such other information concerning the Company and its subsidiaries
         as the Remarketing Agent may reasonably request; PROVIDED, HOWEVER,
         that the Company shall not be required to provide the Remarketing Agent
         with any such reports or similar forms that have been filed with the
         Commission by electronic transmission pursuant to EDGAR.

                  (h) To request, not later than 15 calendar days nor more than
         30 calendar days prior to the Initial Remarketing Date, that the
         Depositary notify its Participants holding Corporate PIES or Separated
         Senior Notes of the impending Initial Remarketing.

                  Section 6. CONDITIONS TO THE REMARKETING AGENT'S OBLIGATIONS.

                  The obligations of the Remarketing Agent hereunder are subject
to (i) the accuracy, on and as of the date when made, of the representations and
warranties of the Company contained herein or in any certificates of any officer
of the Company delivered pursuant hereto, (ii) the
<Page>

                                                                              20


performance by the Company of the covenants set forth in Section 5 hereof and
its other obligations hereunder and (iii) each of the following additional
conditions:

                  (a) The Prospectus shall have been filed with the Commission
         pursuant to Section 5(a) hereof; no stop order suspending the
         effectiveness of the Registration Statement or any part thereof or
         suspending the qualification of the Indenture, shall have been issued
         and no proceeding for that purpose shall have been initiated or
         threatened by the Commission; and any request of the Commission for
         inclusion of additional information in the Registration Statement or
         the Prospectus or otherwise shall have been complied with.

                  (b) The Remarketing Agent shall not have discovered and
         disclosed to the Company on or prior to the Remarketing Date that the
         Registration Statement, the Prospectus or the Remarketing Materials or
         any amendment or supplement thereto contains any untrue statement of a
         fact which, in the opinion of counsel to the Remarketing Agent, is
         material or omits to state any fact which, in the opinion of such
         counsel, is material and is required to be stated therein or is
         necessary to make the statements therein not misleading and the Company
         shall not have filed an amendment or supplement to the Registration
         Statement or otherwise acted to correct the matter so disclosed.

                  (c) All corporate proceedings and other legal matters incident
         to the authorization, form and validity of this Agreement, the
         Indenture, the Remarketing Senior Notes, the Prospectus, the
         Registration Statement, the Remarketing Materials and all other legal
         matters relating to this Agreement and the transactions contemplated
         hereby, including satisfaction of relevant conditions of applicable
         law, shall be reasonably satisfactory in all material respects to
         counsel to the Remarketing Agent, and the Company shall have furnished
         to such counsel all documents and information that they may reasonably
         request to enable them to pass upon such matters.

                  (d) The Company, the Purchase Contract Agent, the Collateral
         Agent and the Trustee shall have performed their respective obligations
         in connection with the Initial Remarketing, any Subsequent Remarketing
         or, if applicable, Final Remarketing, in each case pursuant to the
         Stock Purchase Agreement, the Pledge Agreement, the Indenture and this
         Agreement, including, without limitation, by providing the Remarketing
         Agent with timely and accurate notice of the aggregate principal amount
         of the Remarketing Senior Notes to be remarketed pursuant to the
         Purchase Contract Agreement, the Pledge Agreement and the Indenture.

                  (e) Woodburn and Wedge, Nevada counsel to the Company, shall
         have furnished to the Remarketing Agent its written opinion, addressed
         to the Remarketing Agent and dated the Remarketing Settlement Date, in
         form and substance satisfactory to the Remarketing Agent, to the effect
         that:

                           (i) The Company and each of its Significant
                  Subsidiaries have been duly incorporated and are validly
                  existing as corporations in good standing under the laws of
                  the State of Nevada, except where the failure to be in good
                  standing would not have a Material Adverse Effect.

                           (ii) The Company has all power and authority
                  necessary to execute and deliver each of the Transaction
                  Agreements, to perform its obligations thereunder
<Page>

                                                                              21


                  and to issue the Securities; and the Company has duly
                  authorized, executed and delivered each of the Transaction
                  Agreements.

                           (iii) The execution, delivery and performance of the
                  Transaction Agreements and the consummation by the Company of
                  the Transactions, did not and will not, as the case may be,
                  (i) result in any violation of the provisions of the charter
                  or by-laws of the Company or any of its subsidiaries, (ii)
                  result in any violation of any Nevada statute or any order,
                  rule or regulation of any Nevada court or governmental agency
                  or body having jurisdiction over the Company or any of its
                  subsidiaries or any of their respective properties or assets,
                  which would be reasonably likely to result in a Material
                  Adverse Effect, or (iv) require any material consent,
                  approval, authorization or order of, or filing or registration
                  with, any such court or governmental agency or body for the
                  consummation of the Transactions, except for such consents,
                  approvals, authorizations, registrations or qualifications as
                  may be required under Nevada securities laws in connection
                  with the Remarketing of the Senior Notes, if applicable.

                           (iv) The Corporate PIES have been duly executed and
                  delivered by the Company (assuming due execution by the
                  Purchase Contract Agent as attorney-in-fact for the holders
                  thereof and due authentication by the Purchase Contract Agent)
                  and have duly and validly issued and outstanding.

                           (v) The Treasury PIES have been duly executed and
                  delivered by the Company (assuming due execution by the
                  Purchase Contract Agent as attorney-in-fact for the holders
                  thereof and due authentication by the Purchase Contract Agent)
                  and, upon substitution of the requisite number of Treasury
                  Securities for the applicable Senior Notes as set forth in the
                  Purchase Contract Agreement, and will be duly and validly
                  issued and outstanding.

                           (vi) The Senior Notes have been duly executed and
                  delivered and have been duly and validly issued and
                  outstanding.

                           (vii) The unissued shares of Common Stock to be
                  issued and sold by the Company upon settlement of the Purchase
                  Contracts have been duly authorized and reserved for issuance
                  and, when issued, sold and delivered, against payment, in
                  accordance with the provisions of the Purchase Contracts, will
                  be duly and validly issued, fully paid and non-assessable and
                  will conform to the description thereof contained in the
                  Prospectus.

                           The opinion of such counsel may be limited to the
         extent the matters set forth therein are governed by or relate to the
         law of the State of Nevada or instruments governed thereby, or relate
         to the State of Nevada or agencies thereof.

                  (f) Choate, Hall and Stewart, counsel to the Company, shall
         have furnished to the Remarketing Agent a written opinion, addressed to
         the Remarketing Agent and dated the Remarketing Settlement Date, in
         form and substance satisfactory to the Remarketing Agent, to the effect
         that:
<Page>

                                                                              22


                           (i) The Company and each of its Significant
                  Subsidiaries have been duly incorporated and are validly
                  existing as corporations in good standing under the laws of
                  the State of Nevada, are duly qualified to do business and are
                  in good standing as foreign corporations in each jurisdiction
                  in which their respective ownership or lease of property or
                  the conduct of their respective businesses requires such
                  qualification and have all corporate power and authority
                  necessary to own or hold their respective properties and
                  conduct the businesses in which they are engaged, except where
                  the failure to so qualify or to be in good standing would not
                  have a Material Adverse Effect.

                           (ii) The Company has all power and authority
                  necessary to execute and deliver each of the Transaction
                  Agreements, to perform its obligations thereunder and to issue
                  the Securities; and the Company has duly authorized, executed
                  and delivered each of the Transaction Agreements.

                           (iii) The execution, delivery and performance of the
                  Transaction Agreements and the consummation by the Company of
                  the Transactions, did not and will not, as the case may be,
                  (i) conflict with or result in a breach or violation of any of
                  the terms or provisions of, or constitute a default under, any
                  indenture, mortgage, deed of trust, loan agreement or other
                  agreement or instrument to which the Company or any of its
                  subsidiaries is a party or by which the Company or any of its
                  subsidiaries is bound or to which any of the properties or
                  assets of the Company or any of its subsidiaries is subject,
                  which would be reasonably likely to result in a Material
                  Adverse Effect, (ii) result in any violation of the provisions
                  of the charter or by-laws of the Company or any of its
                  subsidiaries, (iii) result in any violation of any statute or
                  any order, rule or regulation of any court or governmental
                  agency or body having jurisdiction over the Company or any of
                  its subsidiaries or any of their respective properties or
                  assets, which would be reasonably likely to result in a
                  Material Adverse Effect or (iv) require any material consent,
                  approval, authorization or order of, or filing or registration
                  with, any such court or governmental agency or body for the
                  consummation of the Transactions, except for such consents,
                  approvals, authorizations, registrations or qualifications
                  which have been obtained and are in full force and effect.

                           (iv) Assuming due authorization, execution and
                  delivery of the Purchase Contract Agreement by the Purchase
                  Contract Agent, the Purchase Contract Agreement constitutes a
                  legally valid and binding agreement of the Company,
                  enforceable against the Company in accordance with its terms,
                  subject to the effects of bankruptcy, insolvency, fraudulent
                  conveyance, reorganization, moratorium and other similar laws
                  relating to or affecting creditors' rights generally, general
                  equitable principles (whether considered in a proceeding in
                  equity or at law) and an implied covenant of good faith and
                  fair dealing; the Purchase Contract Agreement is not required
                  to be qualified as an indenture under the Trust Indenture Act;
                  and the Purchase Contract Agreement conforms or will conform,
                  as the case may be, in all material respects to the
                  description thereof contained in the Prospectus.
<Page>

                                                                              23


                           (v) The Corporate PIES have been duly executed and
                  delivered by the Company (assuming due execution by the
                  Purchase Contract Agent as attorney-in-fact for the holders
                  thereof and due authentication by the Purchase Contract
                  Agent), have duly and validly issued and outstanding, and
                  constitute valid and binding obligations of the Company,
                  entitled to the benefits of the Purchase Contract Agreement
                  and enforceable against the Company in accordance with their
                  terms, subject to the effects of bankruptcy, insolvency,
                  fraudulent conveyance, reorganization, moratorium and other
                  similar laws relating to or affecting creditors rights
                  generally, general equitable principles (whether considered in
                  a proceeding in equity or at law) and an implied covenant of
                  good faith and fair dealing; and the Corporate PIES conform or
                  will conform, as the case may be, in all material respects to
                  the description thereof contained in the Prospectus.

                           (vi) The Treasury PIES have been duly executed and
                  delivered by the Company (assuming due execution by the
                  Purchase Contract Agent as attorney-in-fact for the holders
                  thereof and due authentication by the Purchase Contract Agent)
                  and, upon substitution of the requisite number of Treasury
                  Securities for the applicable Senior Notes as set forth in the
                  Purchase Contract Agreement, will be duly and validly issued
                  and outstanding, and will constitute valid and binding
                  obligations of the Company, entitled to the benefits of the
                  Purchase Contract Agreement and enforceable against the
                  Company in accordance with their terms, subject to the effects
                  of bankruptcy, insolvency, fraudulent conveyance,
                  reorganization, moratorium and other similar laws relating to
                  or affecting creditors rights generally, general equitable
                  principles (whether considered in a proceeding in equity or at
                  law) and an implied covenant of good faith and fair dealing;
                  and the Treasury PIES conform or will conform, as the case may
                  be, if issued, in all material respects to the description
                  thereof contained in the Prospectus.

                           (vii) Assuming due authorization, execution and
                  delivery of the Indenture by the Trustee, the Indenture
                  constitutes a legally valid and binding agreement of the
                  Company, enforceable against the Company in accordance with
                  its terms, subject to the effects of bankruptcy, insolvency,
                  fraudulent conveyance, reorganization, moratorium and other
                  similar laws relating to or affecting creditors' rights
                  generally, general equitable principles (whether considered in
                  a proceeding in equity or at law) and an implied covenant of
                  good faith and fair dealing; the Indenture has been duly
                  qualified under the Trust Indenture Act; and the Indenture
                  conforms or will conform, as the case may be, in all material
                  respects to the description thereof contained in the
                  Prospectus.

                           (viii) The Senior Notes have been duly executed,
                  authenticated, issued and delivered as contemplated by the
                  Indenture against payment of the agreed consideration
                  therefor, have been duly and validly issued and outstanding
                  and constitute legally valid and binding obligations of the
                  Company, entitled to the benefits of the Indenture and
                  enforceable against the Company in accordance with their
                  terms, subject to the effects of bankruptcy, insolvency,
                  fraudulent conveyance, reorganization, moratorium and other
                  similar laws relating to or affecting creditors' rights
                  generally, general equitable principles (whether considered in
                  a proceeding in equity or at law) and an implied covenant of
                  good faith and fair dealing; and the
<Page>

                                                                              24


                  Senior Notes conform or will conform, as the case may be, in
                  all material respects with the description thereof contained
                  in the Prospectus.

                           (ix) Assuming due authorization, execution and
                  delivery of the Pledge Agreement by the Purchase Contract
                  Agent, the Securities Intermediary and the Collateral Agent,
                  the Pledge Agreement constitutes a legally valid and binding
                  agreement of the Company, enforceable against the Company in
                  accordance with its terms, subject to the effects of
                  bankruptcy, insolvency, fraudulent conveyance, reorganization,
                  moratorium and other similar laws relating to or affecting
                  creditors' rights generally, general equitable principles
                  (whether considered in a proceeding in equity or at law) and
                  an implied covenant of good faith and fair dealing; and the
                  Pledge Agreement conforms or will conform, as the case may be,
                  in all material respects to the description thereof contained
                  in the Prospectus.

                           (x) Assuming due authorization, execution and
                  delivery of the Remarketing Agreement by the Remarketing
                  Agent, the Remarketing Agreement constitutes a legally valid
                  and binding agreement of the Company, enforceable against the
                  Company in accordance with its terms, subject to the effects
                  of bankruptcy, insolvency, fraudulent conveyance,
                  reorganization, moratorium and other similar laws relating to
                  or affecting creditors' rights generally, general equitable
                  principles (whether considered in a proceeding in equity or at
                  law) and an implied covenant of good faith and fair dealing,
                  and except with respect to the rights of indemnification and
                  contribution under the Remarketing Agreement, where
                  enforcement hereof may be limited by federal or state
                  securities laws or the policies underlying such laws; and the
                  Remarketing Agreement conforms or will conform, as the case
                  may be, in all material respects to the description thereof
                  contained in the Prospectus.

                           (xi) The provisions of the Pledge Agreement are
                  effective to create, in favor of the Collateral Agent for the
                  benefit of the Company, a valid security interest under the
                  Uniform Commercial Code as in effect on the date of such
                  opinion in the State of New York (the "New York UCC") in the
                  Pledged Senior Notes, the Pledged Treasury Portfolio Interest
                  and the Pledged Treasury Securities, as the case may be, from
                  time to time credited to the Collateral Account in accordance
                  with the Pledge Agreement. For purposes of this opinion,
                  capitalized terms used in this paragraph, which are not
                  defined in this Agreement, shall have the meanings ascribed to
                  such terms in the Pledge Agreement.

                           (xii) The unissued shares of Common Stock to be
                  issued and sold by the Company upon settlement of the Purchase
                  Contracts have been duly authorized and reserved for issuance
                  and, when issued, sold and delivered, against payment, in
                  accordance with the provisions of the Purchase Contracts, will
                  be duly and validly issued, fully paid and non-assessable and
                  will conform to the description thereof contained in the
                  Prospectus.

                           (xiii) Except as described in the Prospectus, there
                  are no preemptive or other rights to subscribe for or to
                  purchase, nor is there any restriction on the voting or
                  transfer of, any of the Securities pursuant to the Company's
                  articles of incorporation or by-laws or any agreement or
                  instrument, except such preemptive or
<Page>

                                                                              25


                  other rights and/or restrictions as relate to the transactions
                  contemplated by the Purchase Contract Agreement, the Pledge
                  Agreement and the Indenture.

                           (xiv) The Registration Statement on Form S-3 (File
                  No. 333-72160) was declared effective under the Securities Act
                  at 10:00 a.m. on November 7, 2001, and the Indenture was
                  qualified under the Trust Indenture Act at May 3, 2000 at
                  10:00 a.m. (Washington, D.C. time) and the Prospectus was
                  filed with the Commission pursuant to Rule 424(b)(1) under
                  the Securities Act on the date specified in such opinion on
                  the date specified therein; and no stop order suspending the
                  effectiveness of the Registration Statement has been issued
                  and, to the best knowledge of such counsel, no proceeding
                  for that purpose is pending or threatened by the Commission.

                           (xv) The Registration Statement, the Prospectus
                  and the documents incorporated by reference therein (other
                  than the financial statements and related schedules therein,
                  as to which we express no opinion), when they became
                  effective or were filed with the Commission, as the case may
                  be, complied as to form in all material respects with the
                  requirements of the Securities Act or the Exchange Act, as
                  applicable, and the Trust Indenture Act; and the Indenture
                  conforms in all material respects to the requirements of the
                  Trust Indenture Act.

                           (xvi) The statements made in the Prospectus under the
                  captions "Description of Debt Securities," "Description of the
                  Common Stock," "Description of Stock Purchase Contracts and
                  Stock Purchase Units," "Prospectus Supplement Summary--The
                  Offering," "Description of the PIES, "Description of the
                  Purchase Contracts," "Certain Provisions of the Purchase
                  Contracts, the Purchase Contract Agreement and the Pledge
                  Agreement," and "Description of the Senior Notes", insofar as
                  they purpose to constitute summaries of certain terms of
                  documents referred to therein, and considered together,
                  constitute accurate summaries of the terms of such documents
                  in all material respects.

                           (xvii) The statements in the Prospectus Supplement
                  under the captions "United States Federal Income Tax
                  Consequences" and "Certain ERISA Considerations", insofar as
                  they purport to constitute summaries of matters of United
                  States federal statutes or regulations or legal conclusions
                  with respect thereto, constitute accurate summaries of the
                  matters described therein in all material respects.

                           (xviii) The Company is not an "investment company"
                  within the meaning of, and subject to regulation, under the
                  Investment Company Act.

                           (xix) The Company is a "holding company" under the
                  Holding Company Act, but, pursuant to Section (3)(a)(1) of the
                  Holding Company Act, is exempt from all provisions of the
                  Holding Company Act except Section 9(a)(2) thereof.

                           (xx) To the best knowledge of such counsel, there are
                  no contracts or other documents which are required by the
                  Securities Act to be described in the Prospectus or filed as
                  exhibits to the Registration Statement which have not been so
                  described or filed as required.
<Page>

                                                                              26


                           (xxi) To the best knowledge of such counsel and
                  except as set forth in the Prospectus, there are no legal or
                  governmental proceedings pending to which the Company or any
                  of its subsidiaries is a party or of which any property or
                  assets of the Company or any of its subsidiaries is the
                  subject which, if determined adversely to the Company or such
                  subsidiary, would be reasonably likely to result in a Material
                  Adverse Effect; and, to the best knowledge of such counsel,
                  no such proceedings are overtly threatened or contemplated by
                  governmental authorities or threatened by others.

                           (xxii) To the best knowledge of such counsel and
                  except as set forth in the Prospectus, there are no contracts,
                  agreements or understandings between the Company and any
                  person granting such person the right to require the Company
                  to file a registration statement under the Securities Act with
                  respect to any securities of the Company owned or to be owned
                  by such person or to require the Company to include such
                  securities in the securities registered pursuant to the
                  Registration Statement or in any securities being registered
                  pursuant to any other registration statement filed by the
                  Company under the Securities Act.

                  In addition, the opinion of such counsel shall state that
         nothing has come to the attention of such counsel which lead such
         counsel to believe that the Registration Statement (except for the
         financial statements and financial data included or incorporated by
         reference therein, as to which such counsel need express no belief), as
         of the Effective Date, contained any untrue statement of a material
         fact or omitted to state a material fact required to be stated therein
         or necessary in order to make the statements therein not misleading, or
         that the Prospectus (except as stated above), as of the Remarketing
         Settlement Date, includes any untrue statement of a material fact or
         omits to state a material fact required to be stated therein or
         necessary in order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading.

                  The opinion of such counsel may rely, as to all matters of law
         of the State of Nevada, on the opinion of Woodburn and Wedge.

                  (g) On the Remarketing Settlement Date, the Company shall have
         caused to be furnished to the Remarketing Agent a letter addressed to
         the Remarketing Agent and dated such date, in form and substance
         satisfactory to the Remarketing Agent, of Deloitte & Touche LLP or such
         other firm of nationally recognized independent public accountants
         satisfactory to the Remarketing Agent, containing statements and
         information of the type ordinarily included in accountants' "comfort
         letters" with respect to certain financial information contained in the
         Prospectus and the Remarketing Materials.

                  (h) The Company shall have furnished to the Remarketing Agent
         a certificate, dated the Remarketing Settlement Date, of its President
         or any Vice President and a principal financial or accounting officer
         of the Company, stating that:

                           (i) the representations and warranties of the Company
                  contained in this Agreement are true and correct as of the
                  Remarketing Settlement Date, and the Company performed all
                  covenants and obligations and satisfied all conditions
                  required of it under this Agreement;
<Page>

                                                                              27


                           (ii) no stop order suspending the effectiveness of
                  the Registration Statement or of any part thereof shall have
                  been issued, and no proceedings for that purpose shall have
                  been instituted or, to the knowledge of the Company, shall be
                  contemplated by the Commission;

                           (iii) since the respective dates as of which
                  information is given in the Prospectus other than as set forth
                  in the Prospectus (exclusive of any amendments or supplements
                  thereto subsequent to the date of this Agreement), (A) there
                  has not occurred any change or any development that might have
                  a Material Adverse Effect, (B) there has not been any change
                  in the capital stock, the short-term debt, or the long-term
                  debt of the Company or any of its subsidiaries that might have
                  a Material Adverse Effect, (C) neither the Company nor any of
                  its subsidiaries has incurred any material liability or
                  obligation, direct or contingent and (D) a Material Loss has
                  not occurred; and

                           (iv) they have examined the Registration Statement
                  and the Prospectus and, in their opinion (A) as of the
                  Effective Date, the Registration Statement and Prospectus did
                  not include any untrue statement of a material fact and did
                  not omit to state a material fact required to be stated
                  therein or necessary to make the statements therein not
                  misleading, and (B) since the Effective Date no event has
                  occurred which should have been set forth in a supplement or
                  amendment to the Registration Statement or the Prospectus and
                  which has not been so set forth.

                  (i) Without the prior written consent of the Remarketing
         Agent, the Indenture shall not have been amended in any manner, that,
         in the reasonable judgment of the Remarketing Agent, materially changes
         the nature of the Remarketing Senior Notes or the Remarketing
         Procedures.

                  (j) Except as disclosed in the Prospectus (exclusive of any
         amendment or supplements thereto subsequent to the date of this
         Agreement), neither the Company nor any of its subsidiaries shall have
         sustained since the date of the latest audited financial statements
         incorporated by reference into the Prospectus (A) any loss or
         interference with its business from fire, explosion, flood or other
         calamity, whether or not covered by insurance, or from any labor
         dispute or court and/or governmental action, order or decree and (B)
         since such date there shall not have been any change or any development
         reasonably likely to result in a change in of affecting the business,
         general affairs, management, condition (financial or otherwise),
         stockholders' equity or results of operations of the Company and its
         subsidiaries, the effect of which, in any such case described in clause
         (A) or (B), is, in the judgment of the Remarketing Agent, so material
         (with respect to the Company and its subsidiaries taken as a whole) and
         adverse as to make it impracticable or inadvisable to proceed with the
         Remarketing on the terms and in the manner contemplated in the
         Prospectus, the Remarketing Materials, the Indenture and this
         Agreement.

                  (k) Between the Remarketing Date to, and including, the
         Remarketing Settlement Date, (i) no downgrading shall have occurred in
         the rating accorded the Company's or any of the Company's subsidiaries'
         debt securities or preferred stock by any "nationally recognized
         statistical rating organization," as that term is defined by the
         Commission for purposes of Rule 436(g)(2) of the Securities Act and
         (ii) no such
<Page>

                                                                              28


         organization shall have publicly announced, or privately informed the
         Company, that it has under surveillance or review, with possible
         negative implications, its rating of any of the Company's or any of the
         Company's subsidiaries' debt securities or preferred stock.

                  (l) Between the Remarketing Date to, and including, the
         Remarketing Settlement Date, there shall not have occurred any of the
         following: (i) trading in securities generally on the New York Stock
         Exchange, the American Stock Exchange, the NASDAQ or the
         over-the-counter market, or trading in any securities of the Company on
         any exchange or in the over-the-counter market, shall have been
         suspended or the settlement of such trading generally shall have been
         materially disrupted or minimum prices shall have been established on
         any such exchange or such market by the Commission, by such exchange or
         by any other regulatory body or governmental authority having
         jurisdiction, (ii) a banking moratorium shall have been declared by
         Federal or state authorities or a material disruption in commercial
         banking or securities settlement or clearance services in the United
         States, (iii) the United States shall have become engaged in
         hostilities, there shall have been an escalation in hostilities
         involving the United States, there shall have been a declaration of a
         national emergency or war by the United States, or an act of terrorism
         shall have been committed against the United States or any of its
         nationals or properties or (iv) there shall have occurred a calamity or
         crisis or such a material adverse change in general domestic or
         international economic, political or financial conditions, including
         without limitation as a result of terrorist activities, or the effect
         of international conditions on the financial markets in the United
         States shall be such, as to make it, in the judgment of the Remarketing
         Agent, impracticable or inadvisable to proceed with the Remarketing on
         the terms and in the manner contemplated in the Prospectus, the
         Remarketing Materials, the Indenture and this Agreement.

                  All opinions, letters, evidence and certificates mentioned
above or elsewhere in this Agreement shall be deemed to be in compliance with
the provisions hereof only if they are in form and substance reasonably
satisfactory to counsel for the Remarketing Agent.

                  Section 7. INDEMNIFICATION AND CONTRIBUTION.

                  (a) The Company shall indemnify and hold harmless the
Remarketing Agent, its officers, employees and each of its directors and each
person, if any, who controls the Remarketing Agent within the meaning of the
Securities Act, from and against any loss, claim, damage or liability, joint or
several, or any action in respect thereof (including, but not limited to, any
loss, claim, damage, liability or action relating to the Remarketing), to which
the Remarketing Agent, officer, employee or controlling person may become
subject, under the Securities Act or otherwise, insofar as such loss, claim,
damage, liability or action arises out of, or is based upon, (i) any untrue
statement or alleged untrue statement of a material fact contained in (A) the
Registration Statement or the Prospectus or in any amendment or supplement
thereto or (B) any blue sky application or other document prepared or executed
by the Company (or based upon any written information furnished by the Company)
filed in any jurisdiction specifically for the purpose of qualifying any or all
of the Remarketing Senior Notes under the securities laws of any state or other
jurisdiction (such application, document or information being hereinafter called
a "Blue Sky Application"), (ii) the omission or alleged omission to state in the
Registration Statement, the Prospectus, or in any amendment or supplement
thereto or in any Blue Sky Application any material fact required to be stated
therein or necessary to make the statements therein not misleading or (iii) any
act or failure to act or any alleged act or failure to act by the Remarketing
Agent in connection with, or relating
<Page>

                                                                              29


in any manner to, the Remarketing Senior Notes, and which is included as part of
or referred to in any loss, claim, damage, liability or action arising out of or
based upon matters covered by clause (i) or (ii) above (PROVIDED that, the
Company shall not be liable under this clause (iii) to the extent that it is
determined in a final judgment by a court of competent jurisdiction that such
loss, claim, damage, liability or action resulted directly from any such acts or
failure to act undertaken or omitted to be taken by the Remarketing Agent
through its gross negligence or willful misconduct), and shall reimburse the
Remarketing Agent and each such officer, employee, director or controlling
person promptly upon demand for any legal or other expenses reasonably incurred
by the Remarketing Agent, officer, employee, director or controlling person in
connection with investigating or defending or preparing to defend against any
such loss, claim, damage, liability or action as such expenses are incurred;
PROVIDED, HOWEVER, that the Company shall not be liable in any such case to the
extent that any such loss, claim, damage, liability or action arises out of, or
is based upon, any untrue statement or alleged untrue statement or omission or
alleged omission made in the Registration Statement, the Prospectus or in any
Remarketing Materials, or in any such amendment or supplement, in reliance upon
and in conformity with the written information concerning the Remarketing Agent
furnished to the Company by the Remarketing Agent specifically for inclusion
therein which information is specifically identified to the Company in a letter
sent by the Remarketing Agent, and PROVIDED, FURTHER, that the Company shall not
be liable to indemnify the Remarketing Agent or any person who controls the
Remarketing Agent on account of any such loss, liability, claim, damage or
expense arising out of any such defect or alleged defect in any Prospectus if a
copy of the Prospectus (exclusive of any documents incorporated by reference
therein) shall not have been given or sent by the Remarketing Agent with or
prior to the written confirmation of the sale in connection with the Remarketing
involved to the extent that (i) the Prospectus would have cured such defect or
alleged defect and (ii) sufficient quantities of the Prospectus were timely made
available to the Remarketing Agent. The foregoing indemnity agreement is in
addition to any liability which the Company may otherwise have to the
Remarketing Agent or to any officer, employee or controlling person of the
Remarketing Agent.

                  (b) The Remarketing Agent shall indemnify and hold harmless
the Company, its officers and employees, each of its directors, and each person,
if any, who controls the Company within the meaning of the Securities Act from
and against any loss, claim, damage or liability, joint or several, or any
action in respect thereof, to which the Company or any such director, officer or
controlling person may become subject, under the Securities Act or otherwise,
insofar as such loss, claim, damage, liability or action arises out of, or is
based upon, (i) any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or the Prospectus or in any
amendment or supplement thereto, in any Blue Sky Application or in the
Remarketing Materials or (ii) the omission or alleged omission to state in the
Registration Statement, the Prospectus or in any amendment or supplement
thereto, in any Blue Sky Application or in the Remarketing Materials, any
material fact required to be stated therein or necessary to make the statements
therein not misleading, but in each case only to the extent that the untrue
statement or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with the written information furnished to the
Company by the Remarketing Agent specifically for inclusion therein, and shall
reimburse the Company and any such director, officer or controlling person
promptly upon demand for any legal or other expenses reasonably incurred by the
Company or any such director, officer or controlling person in connection with
investigating or defending or preparing to defend against any such loss, claim,
damage, liability or action as such expenses are incurred. The foregoing
indemnity agreement is in addition to any liability which the
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                                                                              30


Remarketing Agent may otherwise have to the Company or any such director,
officer, employee or controlling person.

                  (c) Promptly after receipt by an indemnified party under this
Section 7 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 7, notify the indemnifying party in
writing of the claim or the commencement of that action; PROVIDED, HOWEVER, that
the failure to notify the indemnifying party shall not relieve it from any
liability which it may have under this Section 7 except to the extent it has
been materially prejudiced by such failure and, PROVIDED, FURTHER, that the
failure to notify the indemnifying party shall not relieve it from any liability
which it may have to an indemnified party otherwise than under this Section 7.
If any such claim or action shall be brought against an indemnified party, and
it shall notify the indemnifying party thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it wishes, jointly with
any other similarly notified indemnifying party, to assume the defense thereof
with counsel satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 7 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that,
if the defendants (including impleaded parties) in any such action include both
the indemnified party and the indemnifying party (or parties) and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party (or parties),
the indemnified party shall have the right to select separate counsel to assert
such legal defenses and to participate otherwise in the defense of such action
on behalf of such indemnified party. The indemnifying party shall bear the
reasonable fees and expenses of outside counsel retained by the indemnified
party if (i) the indemnified party shall have retained such counsel in
connection with the assertion of legal defenses in accordance with the proviso
to the preceding sentence (it being understood, however, that the indemnifying
party shall not be liable for the expenses of more than one separate counsel (in
addition to one local counsel), representing the indemnified parties under
Section 7(a) or 7(b), as the case may be, who are parties to such action), (ii)
the indemnifying party shall have elected not to assume the defense of such
action, (iii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of the commencement of the action, or (iv) the
indemnifying party has authorized the employment of counsel for the indemnified
party at the expense of the indemnifying party. Notwithstanding the foregoing
sentence, an indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent (such consent not to be
unreasonably withheld), but if settled with such consent or if there be a final
judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such
settlement or judgment. No indemnifying party shall, (i) without the prior
written consent of the indemnified parties (which consent shall not be
unreasonably withheld), settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding, or (ii) be liable for any
settlement of any such action effected without its written consent (which
consent shall not be unreasonably withheld), but if settled with its written
consent or if there be a final judgment of the plaintiff in any
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                                                                              31


such action, the indemnifying party shall indemnify and hold harmless any
indemnified party from and against any loss or liability by reason of such
settlement or judgment.

                  (d) If the indemnification provided for in this Section 7
shall for any reason be unavailable or insufficient to hold harmless an
indemnified party under Section 7(a) or 7(b) in respect of any loss, claim,
damage or liability, or any action in respect thereof, referred to therein, then
each indemnifying party shall, in lieu of indemnifying such indemnified party,
contribute to the amount paid or payable by such indemnified party as a result
of such loss, claim, damage or liability, or action in respect thereof, (i) in
such proportion as shall be appropriate to reflect the relative benefits
received by the Company on the one hand and the Remarketing Agent on the other
from the Remarketing or (ii) if the allocation provided by clause (i) above 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 the Remarketing Agent on the
other with respect to the statements or omissions which resulted in such loss,
claim, damage or liability, or action in respect thereof, as well as any other
relevant equitable considerations. The relative benefits received by the Company
on the one hand and the Remarketing Agent on the other with respect to the
Remarketing shall be deemed to be in the same proportion as the total proceeds
from the Remarketing (before deducting expenses) bear to the total fees received
by the Remarketing Agent with respect to the Remarketing. The relative fault
shall be determined by reference to whether the 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 the Remarketing Agent,
the intent of the parties and their relative knowledge, access to information
and opportunity to correct or prevent such statement or omission. The Company
and the Remarketing Agent agree that it would not be just and equitable if
contributions pursuant to this Section 7(d) were to be determined by pro rata
allocation or by any other method of allocation which does not take into account
the equitable considerations referred to herein. The amount paid or payable by
an indemnified party as a result of the loss, claim, damage or liability, or
action in respect thereof, referred to above in this Section shall be deemed to
include, for purposes of this Section 7(d), any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Section 7(d), the Remarketing Agent shall not be required to contribute any
amount in excess of its fees under Section 5 exceeds the amount of any damages
which the Remarketing Agent has otherwise paid or become liable to pay by reason
of any 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 Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

                  Section 8. RESIGNATION AND REMOVAL OF THE REMARKETING AGENT.

                  The Remarketing Agent may resign and be discharged from its
duties and obligations hereunder by giving 60 days' prior written notice to the
Company, the Depositary and the Trustee. The Company may remove the Remarketing
Agent by giving 60 days' prior written notice to the removed Remarketing Agent,
the Depositary and the Trustee upon any of the following events:

                  (i) the Remarketing Agent becomes involved as a debtor in a
         bankruptcy, insolvency or similar proceeding;
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                                                                              32


                  (ii) the Remarketing Agent shall not be among the ten
         underwriters with the largest volume underwritten in dollars, on a lead
         managed basis, of U.S. domestic debt securities during the twelve-month
         period ended as of the last calendar quarter preceding the Remarketing
         Date;

                  (iii) the Remarketing Agent shall be subject to one or more
         legal restrictions preventing the performance of its obligations
         hereunder;

                  (iv) the Remarketing Agent shall determine that, because there
         has occurred an event of the kind described under Section 6(k), 6(l) or
         6(m) using its commercially reasonable efforts, the Remarketing Agent
         would be unable to consummate the Remarketing on the terms and in the
         manner contemplated in the Prospectus and the Remarketing Materials; or

                  (v) the Company shall determine in its sole discretion that
         the Remarketing Agent, using its commercially reasonable efforts, would
         be unable to consummate the Remarketing on the terms and in the manner
         contemplated herein and in the Indenture and the Stock Purchase
         Agreement.

If any Remarketing Agent resigns or is removed, the Company shall use its best
efforts to appoint a successor Remarketing Agent and enter into a remarketing
agreement, as described in the preceding sentence, as soon as reasonably
practicable. The provisions of Sections 4, 7 and 8 shall survive the resignation
or removal of any Remarketing Agent pursuant to this Agreement.

                  Section 9. DEALING IN THE REMARKETING SENIOR NOTES.

                  The Remarketing Agent, when acting as a Remarketing Agent or
in its individual or any other capacity, may, to the extent permitted by law,
buy, sell, hold and deal in any of the Remarketing Senior Notes, including in
connection with the Remarketing. The Remarketing Agent may exercise any vote or
join in any action which any beneficial owner of Remarketing Senior Notes may be
entitled to exercise or take pursuant to the Indenture with like effect as if it
did not act in any capacity hereunder. The Remarketing Agent, in its individual
capacity, either as principal or agent, may also engage in or have an interest
in any financial or other transaction with the Company as freely as if it did
not act in any capacity hereunder.

                  Section 10. REMARKETING AGENT'S PERFORMANCE; DUTY OF CARE.

                  (a) The duties and obligations of the Remarketing Agent shall
be determined solely by the express provisions of this Agreement, and, to the
extent the Remarketing Procedures are set forth elsewhere, in the Indenture and
the Purchase Contract Agreement. No implied covenants or obligations of or
against the Remarketing Agent shall be read into this Agreement, the Indenture
or the Purchase Contract Agreement.

                  (b) In the absence of bad faith on the part of the Remarketing
Agent, the Remarketing Agent may conclusively rely upon any document furnished
to it, which purports to conform to the requirements of this Agreement, the
Indenture or the Purchase Contract Agreement as to the truth of the statements
expressed in any of such documents. The Remarketing Agent shall be protected in
acting upon any document or communication reasonably believed by it to have been
signed, presented or made by the proper party or parties. The Remarketing Agent,
acting under this
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                                                                              33


Agreement, shall incur no liability to the Company or to any holder of
Remarketing Senior Notes in its individual capacity or as Remarketing Agent for
any action or failure to act, on its part in connection with a Remarketing or
otherwise (including, but not limited to, in respect of the settlement of any
Successful Remarketing that is delayed, incomplete or abandoned for any reason),
except if such liability is judicially determined to have resulted from the
gross negligence or willful misconduct on its part.

                  (c) If at any time during the term of this Agreement, any
Event of Default (as defined in the Indenture) under the Indenture, or any event
that with the passage of time or the giving of notice or both would become on
Event of Default under the Indenture, has occurred and is continuing under the
Indenture, then the obligations and duties of the Remarketing Agent under this
Agreement shall be suspended until such default or event has been cured. The
Company will cause the Trustee and the Purchase Contract Agent to give the
Remarketing Agent notice of all such defaults and events of which such Trustee,
agent or administrator is aware.

                  (d) The Remarketing Agent may purchase Remarketing Senior
Notes for its own account. However, under no circumstances, shall the
Remarketing Agent or the Company be obligated to purchase any Senior Notes in
connection with a Remarketing.

                  (e) The right of each Holder of Senior Notes to have its
Senior Notes remarketed, pursuant to the Indenture, will be limited, however, to
the extent that (i) the Remarketing Agent conducts a Remarketing pursuant to the
terms of this Agreement, (ii) the Remarketing Agent is able to find a purchaser
or purchasers for the tendered Senior Notes, (iii) such purchaser or purchasers
deliver the purchase price therefor to the Remarketing Agent and (iv) the
Remarketing may not commence or be consummated pursuant to applicable law.

                  Section 11. MERGER CONSOLIDATION, SALE OR CONVEYANCE.

                  (a) The Company shall not consolidate with or merge into, or
sell, lease (for a term extending beyond the last stated maturity of the PIES
and the Senior Notes then Outstanding) or convey all or substantially all of its
assets to, any Person or group of Affiliated Persons in one transaction or a
series of related transactions, unless the Company shall be the continuing
corporation, or the successor or transferee Person expressly assumes by one or
more supplemental agreements, in form satisfactory to the Remarketing Agent, all
the obligations of the Company with respect to this Agreement, and the Company
or the successor or transferee Person, as the case may be, (i) shall be a
Corporation organized and existing under the laws of one of the states in the
United States and (ii) shall not, immediately after such consolidation or merger
or sale, lease or conveyance, be in default in the performance or any covenant
or condition hereunder. The Company shall deliver to the Remarketing Agent an
Officers' Certificate (as defined in the Original Indenture) and an Opinion of
Counsel (as defined in the Original Indenture), each stating that such
consolidation, merger sale, lease or conveyance and such supplemental agreement
comply with this Agreement and that all conditions precedent to the consummation
of any such consolidation, or merger, or any sale, lease or conveyance have been
met.

                  (b) Upon any consolidation or merger, or any sale, lease or
conveyance of all or substantially all of the assets of the Company in
accordance with Section 11(a), the successor corporation or the transferee
corporation formed by such consolidation or into which the Company is merged or
to which such transfer is made shall succeed to, and be substituted for, and may
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                                                                              34


exercise every right and power of, the Company under this Agreement with the
same effect as if such successor corporation had been named as the Company
herein.

                  Such successor or transferee Person thereupon may cause to be
signed, and may issue either in its own name or in the name of Sierra Pacific
Resources, any or all of the Certificates evidencing PIES issuable hereunder
which theretofore shall not have been signed by the Company and delivered to the
Purchase Contract Agent; and, upon the order of such successor or such
transferee Person, instead of the Company, and subject to all the terms,
conditions and limitations in this Agreement prescribed, the Purchase Contract
Agent shall authenticate and execute on behalf of the Holders and deliver any
Certificates which previously shall have been signed and delivered by the
officers of the Company to the Purchase Contract Agent for authentication and
execution, and any Certificate evidencing PIES which such successor corporation
or transferee corporation thereafter shall cause to be signed and delivered to
the Purchase Contract Agent for that purpose. All the Certificates issued shall
in all respects have the same legal rank and benefit under this Agreement as the
Certificates theretofore or thereafter issued in accordance with the terms of
this Agreement as though all of such Certificates had been issued at the date of
the execution hereof.

                  In case of any such merger, consolidation, share exchange,
sale, assignment, transfer, lease or conveyance, such change in phraseology and
form (but not in substance) may be made in the Certificates evidencing PIES
thereafter to be issued as may be appropriate.

                  (c) Nothing in this Agreement shall be deemed to prevent or
restrict; (a) any consolidation or merger after the consummation of which the
Company would be the surviving or resulting entity or any conveyance or other
transfer or lease of any part of the properties of the Company which does not
constitute the entirety, or substantially the entirety, thereof; or (b) the
approval by the Company of, or the consent by the Company to, any consolidation
or merger to which any Restricted Subsidiary (as defined in the Original
Indenture) or any other subsidiary or affiliate of the Company may be a party or
any conveyance, transfer or lease by any Subsidiary (as defined in the Original
Indenture) or any such other subsidiary or affiliate of any of its assets.

                  Section 12. TERMINATION.

                  This Agreement shall terminate as to the Remarketing Agent on
the effective date of the resignation or removal of the Remarketing Agent
pursuant to Section 10. In addition, the obligations of the Remarketing Agent
hereunder may be terminated by it by notice given to the Company prior to 10:00
a.m. (New York City time) on the Remarketing Date if, prior to that time, any of
the events described in Section 6(k), 6(l) or 6(m) shall have occurred.

                  Section 13. NOTICES.

                  All requests and notices hereunder shall be in writing, and:

                  (a) if to the Remarketing Agent, shall be delivered or sent by
         mail, or facsimile transmission to Lehman Brothers Inc., 101 Hudson
         St., Jersey City, New Jersey 07302, Attention: Syndicate Department
         (Fax: (201) 545-2618), with copy to, in the case of any notice pursuant
         to Section 7(c), to Lehman Brothers Inc., 101 Hudson St., Jersey City,
         New Jersey 07302, General Counsel's Office (Fax: (201-321-2207);
<Page>

                                                                              35


                  with a copy to Simpson Thacher & Bartlett, 425 Lexington
         Avenue, New York, New York 10017, Attention: John D. Lobrano, Esq.
         (Fax: (212) 455-2502);

                  (b) if to the Company shall be delivered or sent by mail or
         facsimile transmission to Sierra Pacific Resources, 6100 Neil Road,
         Reno, Nevada 89511, Attention: Mr. Richard K. Atkinson (Fax: (775)
         834-5462).

                  with a copy to Choate, Hall and Stewart, Exchange Place, 53
         State Street, Boston, Massachusetts 02109, Attention: William C.
         Rogers, Esq. (Fax: (617) 248-4000);

or such other address and fax number as specified in writing by one party hereto
to another. Any such statements, requests, notices or agreements shall take
effect at the time of receipt thereof.

                  Section 14. PERSONS ENTITLED TO BENEFIT OF AGREEMENT.

                  This Agreement shall inure to the benefit of and be binding
upon the Remarketing Agent, the Company and their respective successors. This
Agreement and the terms and provisions hereof are for the sole benefit of only
those persons, except that (x) the representations, warranties, indemnity and
contribution agreements and other agreements of the Company contained in this
Agreement shall also be deemed to be for the benefit of the officers and
employees of the Remarketing Agent and the person or persons, if any, who
control the Remarketing Agent within the meaning of Section 15 of the Securities
Act and (y) the indemnity and contribution agreements of the Remarketing Agent
contained in Section 7 of this Agreement shall be deemed to be for the benefit
of directors, officers and employees of the Company and any person controlling
the Company within the meaning of Section 15 of the Securities Act. Nothing
contained in this Agreement is intended or shall be construed to give any
person, other than the persons referred to herein, any legal or equitable right,
remedy or claim under or in respect of this Agreement or any provision contained
herein.

                  Section 15. SURVIVAL.

                  The respective indemnities, representations, warranties and
agreements of the Company and the Remarketing Agent contained in this Agreement
or made by or on behalf of them, respectively, pursuant to this Agreement, shall
survive the Remarketing and shall remain in full force and effect, regardless of
any investigation made by or on behalf of any of them or any person controlling
any of them.

                  Section 16. GOVERNING LAW.

                  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  Section 17. COUNTERPARTS.

                  This Agreement may be executed in one or more counterparts
and, if executed in more than one counterpart, the executed counterparts shall
each be deemed to be an original but all such counterparts shall together
constitute one and the same instrument.
<Page>

                                                                              36


                  Section 18. HEADINGS.

                  The headings herein are inserted for convenience of reference
only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.

                  Section 19. SEVERABILITY.

                  If any provision in this Agreement is invalid or unenforceable
in any jurisdiction, then, to the fullest extent permitted by law, (i) the other
provisions of this Agreement shall remain in full force and effect in such
jurisdiction and shall be liberally construed in order to carry out the
intentions of the parties hereto as nearly as may be possible and (ii) the
invalidity or unenforceability of any provision of this Agreement in any
jurisdiction shall not in any way affect the validity or enforceability of such
provision in any other jurisdiction.
<Page>

                                                                              37


                  If the foregoing correctly sets forth the agreement between
the Company and the Remarketing Agent, please indicate your acceptance in the
space provided for that purpose below.

                                    Very truly yours,

                                    SIERRA PACIFIC RESOURCES


                                    By:
                                        -----------------------------------
                                         Name:
                                         Title:


Accepted:

LEHMAN BROTHERS INC.


BY:
    --------------------------------------
           AUTHORIZED REPRESENTATIVE