Nevada Power: Stockholder's Resolution

by Richard L. Ayers, 11/4/96

My name is Richard L. Ayers. I live at 981 Terracepark Street, Tulare, CA 93274. My presence here is first as a stockholder, owning separately and jointly with my wife, Josephine, and through a broker account five hundred (500) shares of Nevada Company stock.

I do not consider myself a stockholder activist nor do I represent any group.

I intend to propose the following resolution at the Annual Meeting. I submit this proposal also for inclusion in your proxy material. The proposed resolution and supporting statements are as follows:

I place in motion: Resolved that the Shareholders assembled in person and by proxy vote on the recommended resolution - SHOULD NEVADA POWER COMPANY ESTABLISH A RETIREMENT PLAN FOR OUTSIDE DIRECTORS (RPOD) AFTER ONLY FIVE YEARS OF SERVICE.


THE FOLLOWING IS A STATEMENT IN SUPPORT OF THIS RESOLUTION BY VOTING NO.

Outside directors should be a fully independent and impartial group. The non-employee board members should not be unduly enriched because of their limited service on the board and at the expense of the stockholders. The way a company is governed, the rules and regulations that relate to shareholders and management correspond closely to a companys long term performance.

There has been an avalanche of major companies to terminate outside directors retirement programs in the last several years. The consulting firm that Nevada Power used in 1996 stated that there will be many more companies to terminate retirement programs on outside directors.

Nevada Power hired the attorney firm Best, Best & Krieger of Riverside California to keep this resolution off the 1996 proxy and failed after repeated attempts with the Securities and Exchange Commission.

Mr. Hinckley, Vice President, Secretary and Chief Counsel for Nevada Power wrote to the Securities & Exchange Commission saying that this not a proper subject for shareholders consideration.

At last years annual stockholders meeting a similar resolution was approved by a significant number of voting shares.

I URGE YOUR SUPPORT - VOTE NO ON THIS RESOLUTION.