exhibit10-02.htm


    Exhibit
10.02


    


    


    


    


    SOUTHWEST
GAS CORPORATION

    


    


    MANAGEMENT
INCENTIVE PLAN

    


    


    


    


    


    


    


    


    Effective
May 12, 1993

    


    Amended
and Restated May 10, 1994

    


    Amended
and Restated January 1, 1995

    


    Amended
and Restated January 1, 2002

    


    Amended
and Restated January 1, 2004

    


    Amended
and Restated Effective January 1, 2009


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
      
 

      Table
of Contents

      


      


      


      


      
        	
                Section

              	 
      	
                Page

              
	 
      	 
      	 
      
	
                1.

              	
                Purpose
      of the Plan

              	
                 1

              
	 
      	 
      	 
      
	
                2.

              	
                Definitions

              	
                 1

              
	 
      	 
      	 
      
	
                3.

              	
                Administration

              	
                 4

              
	 
      	 
      	 
      
	
                4.

              	
                Eligibility

              	
                 5

              
	 
      	 
      	 
      
	
                5.

              	
                Incentive
      Award Opportunities

              	
                 5

              
	 
      	 
      	 
      
	
                6.

              	
                Procedures
      for Calculating and Paying Actual Awards

              	
                 6

              
	 
      	 
      	 
      
	
                7.

              	
                Performance
      Shares

              	
                 7

              
	 
      	 
      	 
      
	
                8.

              	
                Participant
      Terminations and Transfers

              	
                 9

              
	 
      	 
      	 
      
	
                9.

              	
                Changes
      in Capital Structure and Other Events

              	
                 11

              
	 
      	 
      	 
      
	
                10.

              	
                Provisions
      Regarding Withholding Taxes

              	
                 12

              
	 
      	 
      	 
      
	
                11.

              	
                Provisions
      Applicable to Common Stock

              	
                 13

              
	 
      	 
      	 
      
	
                12.

              	
                Effective
      Date; Stockholder Approval

              	
                 15

              
	 
      	 
      	 
      
	
                13.

              	
                Amendment
      and Termination of the Plan

              	
                 15

              
	 
      	 
      	 
      
	
                14.

              	
                Benefit
      Claims Procedure

              	
                 15

              
	 
      	 
      	 
      
	
                15.

              	
                General
      Provisions

              	
                 16

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SOUTHWEST
GAS CORPORATION

Management
Incentive Plan

    


     

    
      
        

      

    

    


    
      	
              1.

            	
              Purpose
      of the Plan

            


    

    


    This
Management Incentive Plan, revised and restated effective January 1, 2009, is
intended to replace both the existing Southwest Gas Corporation Management
Incentive Plan and encourage a selected group of highly compensated or
management employees of the Company to remain in its employment and to put forth
maximum efforts to achieve the Company’s short- and long-term performance
goals.

    


    2.           Definitions

    


    
      	
              (a)  

            	
              “Actual
      Award” means the dollar amount earned by a Participant on the basis of the
      performance of the Company during the annual Performance
      Period.

            


    

    


    
      	
              (b)  

            	
              “Annual
      Base Salary” means the calendar year-end rate of compensation paid to a
      Key Employee, including salary deferrals, but excluding bonuses,
      incentives, commissions, overtime, monetary and nonmonetary awards for
      employment service to the Company or payments or Company contributions to
      or from this Plan or any other Company retirement or deferred
      compensation, or similar plans.

            


    

    


    
      	
              (c)  

            	
              “Annual
      Performance Measures” shall mean the performance criteria used by the
      Committee in determining the performance of the Company for the purpose of
      calculating Actual Awards for Participants earned under the Plan during a
      Performance Period.

            


    

    


    
      	
              (d)  

            	
              “Award
      Conversion” means the division of Actual Awards earned into two
      portions:

            


    

    


    
      	
              (i)  

            	
              A
      portion payable in cash as soon as the Committee deems practicable
      following the end of the annual Performance
  Period.

            


    

    


    
      	
              (ii)  

            	
              A
      portion converted into Performance Shares and subject to a Restriction
      Period.

            


    

    


    
      	
              (e)  

            	
              “Award
      Conversion Date” means the day that occurs in the first two and one-half
      calendar months following the end of a Performance Period, the Committee
      performs the Award Conversion on Actual Awards for such Performance
      Period.

            


    

    



    
      
         


      

      
         1


        
          

        

      

      
         


      

    


    
      	
              (f)  

            	
              “Beneficiary”
      means the person or persons designated pursuant to Section 8(g) as
      eligible to receive a Participant’s unpaid Plan benefits in the event of
      the Participant’s death.

            


    

    


    
      	
              (g)  

            	
              “Board”
      or “Board of Directors” means the Board of Directors of Southwest Gas
      Corporation.

            


    

    


    
      	
              (h)  

            	
              “Code”
      means the Internal Revenue Code of 1986, as
  amended.

            


    

    


    
      	
              (i)  

            	
              “Committee”
      means the  Compensation Committee of the Board of Directors, or
      any successor thereto.

            


    

    


    
      	
              (j)  

            	
              “Common
      Stock” means the common stock of Southwest Gas
  Corporation.

            


    

    


    
      	
              (k)  

            	
              “Company”
      means Southwest Gas Corporation and its present and future subsidiaries
      and any successors thereto.

            


    

    


    
      	
                                       
      (l)

            	
              “Determination
      Date” means as to any Performance Period: (i) the first day of the
      Performance Period; or (ii) if later, the latest date possible which will
      not jeopardize the Plan’s qualification as performance-based compensation
      under Code Section 162(m).

            


    

    


    
      	
              (m)  

            	
              “Disability”
      or “Disabled.”  A Participant shall be considered to be
      “Disabled” or to have incurred a “Disability” if he or she qualifies for a
      disability benefit under Southwest Gas Corporation’s group long-term
      disability plan and incurs a Separation From Service.  The
      Committee, in its sole and absolute discretion, may determine that a
      Participant is Disabled for purposes of this
  Plan.

            


    

    


    
      	
              (n)  

            	
              “Dividend
      Credits” means the additional Performance Shares determined as set forth
      in Plan Section 7(d) calculated for each Restriction Period for the
      Participant’s Performance Shares subject to such
  period.

            


    

    


    
      	
              (o)  

            	
              “Employee”
      means any person who is a regular full-time employee of the Company,
      including those who are officers or Board
  Members.

            


    

    


    
      	
              (p)  

            	
              “Fiscal
      Year” means the Fiscal Year of the Company beginning each January 1 and
      ending the following December 31.

            


    

    


    
      	
              (q)  

            	
              “Incentive
      Award Opportunity” means the range of an Actual Award available to each
      Participant in this Plan for a given Performance
  Period.

            


    

    


    
      	
              (r)  

            	
              “Involuntary
      Termination Without Cause” means a Participant’s Separation From Service
      (i) due to reorganization, downsizing, restructuring or layoff, and (ii)
      not due to what the Committee determines was, in its sole and absolute
      discretion, either the Participant’s inability to adequately
      perform

            


    


    
      
         


      

      
         2


        
          

        

      

      
         


      

    


    his or
her job, a violation of Company work rules or policies, or misconduct that the
Committee determines is detrimental to the Company’s best
interests.

    


    
      	
              (s)  

            	
              “Key
      Employee” means a management or highly compensated Employee of the Company
      who the Committee determines to (i) have a direct and significant impact
      on the performance of the Company, and (ii) has a position or compensation
      that allows him or her to affect or influence, through negotiation or
      otherwise, the design or operation of this Plan so as to eliminate the
      Employee’s need for the substantive rights and protections of Title I of
      the Employee Retirement Income Security Act of
  1974.

            


    

    


    
      	
              (t)  

            	
              “Participant”
      means a Key Employee who, in the Committee’s sole and absolute discretion,
      is determined to be eligible to receive an Incentive Award Opportunity
      under this Plan.

            


    

    


    
      	
              (u)  

            	
              “Payment
      Period” means the first two and one-half months following the end of a
      Performance Period.

            


    

    


    
      	
              (v)  

            	
              “Peer
      Group” means the companies comprising the group against which the
      Committee assesses the performance of the company for the purposes of
      determining Actual Awards earned, or for modifying the number of shares of
      Common Stock that are payable to Participants following the end of a
      Restriction Period.

            


    

    


    
      	
              (w)  

            	
              “Performance
      Period” means a period of twelve (12) months corresponding to the
      Company’s Fiscal Year and for which the Company’s performance is assessed
      by the Committee for the purpose of determining Actual Awards
      earned.

            


    

    


    
      	
              (x)  

            	
              “Performance
      Share” means a hypothetical share of Common Stock that will be converted
      into, and paid out, as a share of Common Stock only if all restrictions
      and conditions set forth in this Plan have been satisfied.  The
      Performance Share carries no voting rights but does entitle the
      Participant to receive Dividend Credits determinable under Plan Section
      7(d).

            


    

    


    
      	
              (y)  

            	
              “Performance
      Shares Payment Period” means the first two and one-half months following
      the end of a Restriction Period.

            


    

    


    
      	
              (z)  

            	
              “Plan”
      means the Southwest Gas Corporation Management Incentive Plan as set forth
      herein and as amended from time to
time.

            


    

    


    
      	
               
      

            	
              (aa)

            	
              “Restriction
      Period” means, with respect to each grant of Performance Shares to a
      Participant, a period of at least thirty-six (36) consecutive calendar
      months beginning with the Award Conversion Date applicable to such
      shares.

            


    

    



    
      
         


      

      
         3


        
          

        

      

      
         


      

    


    
      	
              (bb)  

            	
              “Retire”
      or “Retirement” means a Participant’s Separation From Service on or after
      the Participant has attained his or her early retirement date, normal
      retirement date, or deferred retirement date as defined in the Retirement
      Plan for Employees of Southwest Gas Corporation, as amended and in effect
      from time to time.

            


    

    


    
      	
              (cc)  

            	
              “Section
      409A” or “Code Section 409A” means Section 409A of the Code and the rules
      and regulations with respect
thereto.

            


    

    


    
      	
              (dd)  

            	
              “Section
      162(m)” or “Code Section 162(m)” means Section 162(m) of the Code and the
      rules and regulations with respect
thereto.

            


    

    


    
      	
               
      

            	
              (ee)

            	
              “Separation
      From Service” means the termination of a Participant’s employment by the
      Company if the Participant dies, retires, or otherwise has a termination
      of employment with the Company; provided, that Participant’s employment
      relationship is treated as continuing intact while on military leave, sick
      leave, or other bona fide leave of absence if the period of such leave
      does not exceed six months or longer, and if Participant’s right to
      reemployment is provided either by statute or by contract.  A
      leave of absence constitutes a bona fide leave of absence only if there is
      a reasonable expectation that the Participant will return to perform
      services for the Company.  If the period of leave exceeds six
      months and the Participant does not retain a right to reemployment under
      an applicable statute or by contract, the employment relationship is
      deemed to terminate on the first date immediately following such six-month
      period.  Notwithstanding the foregoing, where a leave of absence
      is due to any medically determinable physical or mental impairment that
      can be expected to result in death or can be expected to last for a
      continuous period of not less than six months, where such impairment
      causes the Participant to be unable to perform the duties of his or her
      position of employment, or any substantially similar position of
      employment, a 29-month period of absence may be substituted for such
      six-month period.  For purposes of this paragraph, the term
      “Company” includes all other organizations that together with the Company
      are part of the Code Section 414(b-c) control group of
      organizations.  Whether a Participant has incurred a Separation
      From Service shall be determined based in accordance with the Code Section
      409A.  Additionally, if a Participant ceases to work as an
      Employee, but is retained to provide services as an independent contractor
      of the Company, the determination of whether the Participant has incurred
      a Separation From Service shall be determined based in accordance with
      Code Section 409A.

            


    

    


    
      	
               
      

            	
              (ff)

            	
              “Target
      Award” means the Incentive Award Opportunity available to each Participant
      if all Performance Measures for a Performance Period are fully met but not
      exceeded.

            


    

    


    



    
      
         


      

      
         4


        
          

        

      

      
         


      

    


    3.           Administration

    


    
      	
              (a)  

            	
              The
      Plan shall be administered by non-Employee members of the Committee, which
      shall be composed of not less than three members of the Board of
      Directors.  The non-Employee members of the Committee chosen to
      administer the Plan shall not have received an award under this Plan or
      any plan preceding this Plan within the last calendar year.  The
      Board of Directors may designate alternate members of the Committee from
      non-Employee Board members who satisfy the above criteria to act in the
      place and stead of any absent member of the
  Committee.

            


    

    


    
      	
              (b)  

            	
              The
      Committee shall have full and final authority to operate, manage, and
      administer the Plan on behalf of the Company.  This authority
      includes but is not limited to the
following:

            


    

    


    
      	
              (i)  

            	
              Determination
      of eligibility for participation in the
Plan;

            


    

    


    
      	
              (ii)  

            	
              Determination
      of Actual Awards earned and the Award Conversion of the Actual
      Awards;

            


    

    


    
      	
              (iii)  

            	
              Payment
      of Actual Awards that have become
  nonforfeitable;

            


    

    


    
      	
              (iv)  

            	
              Directing
      the Company to make the accruals and payments provided for by the
      Plan;

            


    

    


    
      	
              (v)  

            	
              Interpretation
      of the Plan and the resolution of any inconsistent or conflicting Plan
      language as well as factual or nonfactual questions regarding a
      Participant’s eligibility for, and the amount of, benefits payable under
      the Plan;

            


    

    


    
      	
              (vi)  

            	
              Power
      to prescribe, amend, or rescind rules and regulations relating to the
      Plan;

            


    

    


    
      	
              (vii)  

            	
              Power
      to determine the vesting schedules, if any, for all
  awards;

            


    

    


    
      	
              (viii)  

            	
              Powers
      prescribed to the Committee elsewhere in the Plan;
  and

            


    

    


    
      	
              (ix)  

            	
              Power
      to construe and interpret the Plan to the maximum extent possible to
      comply with Code Sections 162(m) and
409A.

            


    

    


    
      	
              (c)  

            	
              With
      respect to Incentive Award Opportunities and Actual Awards earned, the
      Committee shall have full and final authority in its sole and absolute
      discretion to determine the Incentive Award Opportunities for individual
      Participants; determine the time or times at which Actual Awards may be
      calculated; determine the length of all applicable Performance Periods
      and/or Restriction Periods; determine the award schedule and the Annual
      Performance Measures (and the Company’s satisfaction or failure to
      satisfy

            


    


    
      
         


      

      
         5


        
          

        

      

      
         


      

    


    such
measures) that will be used in calculating Actual Awards and the division of
such awards between cash and performance shares.

    


    
      	
              (d)  

            	
              A
      majority of the Committee shall constitute a quorum, and the acts of a
      majority of the members present at any meeting at which a quorum is
      present, or acts approved in writing by all the members in the absence of
      a meeting, shall be the acts of the Committee.  All Committee
      interpretations, determinations, and actions will be final, conclusive,
      and binding on all parties.

            


    

    


    
      	
              (e)  

            	
              No
      member of the Board or the Committee will be liable for any action taken
      or determination made in good faith by the Board or the Committee with
      respect to the Plan or any Actual Award calculated and paid
      hereunder.

            


    

    


    4.           Eligibility

    


    
      	
              (a)  

            	
              In
      determining the Key Employees that will be Participants and the Incentive
      Award Opportunity for each Participant, the Committee shall take into
      account the duties of the respective Participant, their present and
      potential contributions to the success of the Company, and such other
      factors as the Committee shall deem relevant in connection with
      accomplishing the purpose of the
Plan.

            


    

    


    
      	
              (b)  

            	
              No
      Incentive Award Opportunity will be available to any person who, at the
      beginning of the applicable Performance Period, is a member of the
      Committee responsible for the administration of the
  Plan.

            


    

    


    5.           Incentive
Award Opportunities

    


    
      	
              (a)  

            	
              By
      the Determination Date, the Committee will, in its discretion, establish,
      in writing, the Incentive Award Opportunity for the Performance Period for
      each Participant or class of Participants designated by the
      Committee.  The Incentive Award Opportunity will be expressed as
      percentages of the Participant’s Annual Base
  Salary.

            


    

    


    
      	
              (b)  

            	
              An
      Incentive Award Opportunity will range from zero to some specific maximum
      percentage of the Participant’s Annual Base Salary (or maximum dollar
      amount which will not exceed for any one Participant Three Million Dollars
      ($3,000,000) for any Fiscal Year).

            


    

    


    
      	
              (c)  

            	
              By
      the Determination Date, the Committee will assign to a Participant an
      Incentive Award Opportunity which will be assigned a specific Target Award
      that will fall within the range of the Participant’s Incentive Award
      Opportunity. The Target Award will be awarded to the Participant if, in
      the discretion and judgment
      of the Committee, applicable Annual Performance Measures for the
      applicable Performance Period are
met.

            


    

    



    
      
         


      

      
         6


        
          

        

      

      
         


      

    


    
      	
              (d)  

            	
              Actual
      Awards for each Participant in the Plan shall be determined by the
      Committee following the end of the applicable Performance Period, taking
      into account how the Company performed on the basis of the Annual
      Performance Measures developed and utilized by the Committee for the
      Performance Period.

            


    

    


    6.           Procedures
for Calculating and Paying Actual Awards

    


    
      	
              (a)  

            	
              The
      Committee shall establish the Annual Performance Measures that will be
      utilized for one or more Performance Periods in assessing the performance
      of the Company for the purpose of determining the Actual Awards earned
      under this Plan.  As determined by the Committee, the Annual
      Performance Measures applicable to each Participant shall provide for a
      targeted level or levels of achievement using one or more of the
      following  measures:  (i) annual revenue,
      (ii) budget comparisons, (iii) controllable profits,
      (iv) Company earnings per share, (v) customer to employee
      ratios, (vi) customer service satisfaction, (vii) expense
      management, (viii) improvements in capital structure, (ix) net
      income, (x) net or gross sales, (xi) operating income (pre- or
      post-tax), (xii) profit margins, (xiii) operating or gross
      margin, (xiv) profitability of an identifiable business unit or
      product, (xv) return on investments, (xvi) return on sales,
      (xvii) return on stockholders’ equity, (xviii) total return to
      stockholders, (xix) cash flow, operating cash flow, or cash flow or
      operating cash flow per share (before or after dividends), (xx) price
      of the shares or any other publicly traded securities of the Company,
      (xxi) reduction in costs, (xxii) return on capital, including
      return on total capital or return on invested capital,
      (xxiii) improvement in or attainment of expense levels or working
      capital levels, and (xxiv) performance of the Company relative to a
      peer group of companies and/or relevant indexes.  The Annual
      Performance Measures may be applicable to the Company and/or any of its
      individual business units and may differ from Participant to
      Participant.  In addition and to the extent applicable, the
      Annual Performance Measures will be calculated in accordance with
      generally accepted accounting principles, but excluding the effect
      (whether positive or negative) of any change in accounting standards and
      any extraordinary, unusual or nonrecurring item, as determined by the
      Committee, occurring after the establishment of the Annual Performance
      Measures applicable to the Actual Award intended to be performance-based
      compensation.  Each such adjustment, if any, shall be made
      solely for the purpose of providing a consistent basis from period to
      period for the calculation of Annual Performance Measures in order to
      prevent the dilution or enlargement of the Participant’s rights with
      respect to an Actual Award intended to be performance-based compensation;
      provided, however, that certain categories or types of such adjustments
      can be specifically included (rather than excluded) at the time the Annual
      Performance Measures are established if so determined by the
      Committee.  These measures and the standards of performance
      associated with them may change from year
to

            


    


    
      
         


      

      
         7


        
          

        

      

      
         


      

    


    year and
may receive different emphasis or weight according to the changing priorities of
the Company.

    


    
      	
              (b)  

            	
              During
      the Payment Period, the Committee will compare the Company’s actual
      performance during such period with the Annual Performance Measures it
      established for the period, and the Actual Award for such period, if any,
      for a Participant will be calculated.  For each Performance
      Period, the Committee will utilize an award schedule for calculating the
      Actual Awards earned on the basis of the Company’s
      performance.  The award schedule may be modified by the
      Committee from year to year as Annual Performance Measures or the
      standards of performance associated with such measures
    change.

            


    

    


    
      	
              (c)  

            	
              The
      Committee retains the discretion to reduce a Participant’s Actual Award
      (including a reduction to zero).

            


    

    


    
      	
              (d)  

            	
              During
      the Payment Period, an Award Conversion will be made whereby the Actual
      Awards for each Participant for the Performance Period will be split into
      two components.  The first component will be a dollar amount
      that shall be paid during the Payment Period to the Participant in a lump
      sum cash payment.  The second component will be a dollar amount
      that is converted into whole or partial Performance Shares, which shall be
      subject to a substantial risk of forfeiture and thereby restricted for a
      specified period of at least thirty six (36) consecutive calendar months
      beginning on the Award Conversion Date applicable to such shares. The
      number of Performance Shares allocable to each Participant shall be
      determined by dividing (i) the dollar amount available for the
      Participant’s Performance Shares (determined by the Award Conversion), by
      (ii) the average of the closing prices of the Common Stock on the New York
      Stock Exchange for the first five trading days of the month before the
      Award Conversion Date. Payment of Performance Shares shall occur at the
      time provided in Plan Section 7(c).  For Participants who die,
      become Disabled, Retire or have his or her employment Involuntarily
      Terminated Without Cause prior to the Award Conversion Date, the Actual
      Awards will be paid in cash.

            


    

    


    
      	
              (e)  

            	
              The
      Committee shall have the sole and absolute responsibility for determining
      Actual Awards of Participants.  The Actual Awards generated by
      application of the award schedule established by the Committee for one or
      more Performance Periods will be the actual awards that will be payable
      to

            


    

    each
Participant; provided, however, that the Committee may, prior to the Award
Conversion Date, unilaterally reduce the Actual Awards generated by the awards
schedule if, in the opinion of the Committee, there have been exceptional
circumstances that have either created inappropriate windfalls in the Company’s
performance, which, in turn, have resulted in inappropriately
large  awards.

    



    
      
         


      

      
         8


        
          

        

      

      
         


      

    


    
      	
              (f)  

            	
              Notwithstanding
      any other provision of this Section 6, a Participant shall receive no
      Actual Award for a Performance Period if cash dividends paid on each share
      of outstanding Company common stock during such period does not equal or
      exceed the dividends paid on each such share in the immediately preceding
      Performance Period.

            


    

    


    
      	
              (g)  

            	
              If,
      during a Performance Period, the Committee determines that the established
      Annual Performance Measures are no longer suitable due to a change in
      control of the Company, as defined in Code Section 409A, the Committee may
      accelerate payment of the Actual
Award.

            


    

    


    7.           Performance
Shares

    


    
      	
              (a)  

            	
              On
      the Award Conversion Date, Participants who earned an Actual Award during
      the preceding Performance Period will have an entry made on the Company’s
      books reflecting the Performance Shares allocable to them as determined
      pursuant to Plan Section 6 (d).

            


    

    


    
      	
              (b)  

            	
              A
      Participant’s Performance Shares earned in a given Performance Period will
      be subject to a specified Restriction Period of at least thirty six (36)
      consecutive calendar months beginning on the Award Conversion Date
      applicable to such shares.  During the Restriction Period, the
      Participant may not, except as provided in Plan Section 8, receive payment
      for his or her Performance Shares.

            


    

    


    
      	
              (c)  

            	
              During
      the Restriction Period, a Participant will receive Dividend Credits equal
      to the quarterly dividend paid per share of Common Stock, multiplied by
      the number of Performance Shares then credited to the Participant on the
      Company’s records, and divided by the closing per share value of the
      Common Stock on the New York Stock Exchange on the date such dividends are
      paid or the last trading day on the Exchange before such
      payment.  These additional Performance Shares will be subject to
      the same restrictions as the Performance Shares that generated the Divided
      Credits, and such restrictions will lapse at the same time as the
      restrictions lapse on such Performance
Shares.

            


    

    


    
      	
              (d)  

            	
              During
      the Performance Shares Payment Period, the Participant shall receive a
      specific number of shares of Common Stock equal to the total number of
      Performance Shares allocated to the Participant at the beginning of such
      Restriction Period plus the Performance Shares credited quarterly through
      Dividend Credits during the Restriction
Period.

            


    

    


    8.           Participant
Terminations and Transfers

    


    
      	
              (a)  

            	
              Should
      a Participant incur a Separation From Service for any reason other than
      death, Disability, Retirement, or Involuntary Termination Without
      Cause

            


    


    
      
         


      

      
         9


        
          

        

      

      
         


      

    


    during a
Performance Period, the Participant’s right to receive an Actual Award for such
period will be forfeited by the Participant.

    


    
      	
              (b)  

            	
              Should
      a Participant incur a Separation From Service for any reason other than
      death, Disability, Retirement, or Involuntary Termination Without Cause
      during a Restriction Period, the Participant’s right to receive payments
      of his or her outstanding Performance Shares will be forfeited by the
      Participant.

            


    

    


    
      	
              (c)  

            	
              Should
      a Participant incur a Separation From Service during the Performance
      Period due to death, becoming Disabled, Retirement, or having his or her
      employment Involuntarily Terminated Without Cause, the Participant (or the
      Participant’s Beneficiary if the Participant dies before receiving
      payment) will be entitled to receive the Participant’s Actual Award for
      the Performance Period determined on a pro rata basis according to the
      number of months of the Performance Period actually worked while being a
      Participant in the Plan. Payment of the Actual Award shall be made in a
      lump sum cash payment and shall occur during the Payment Period following
      the end of the applicable Performance
Period.

            


    

    


    
      	
              (d)  

            	
              Should
      a Participant incur a Separation From Service due to death during a
      Restriction Period, the Participant’s Beneficiary will be entitled to
      receive a
      distribution of Common Stock equal to the total number of Performance
      Shares then credited to the Participant.  Payment of Common
      Stock shall occur during the first two and one-half calendar months
      following the Participant’s death.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Should
      a Participant incur a Separation From Service during the Restriction
      Period due to becoming Disabled, Retirement, or having his or her
      employment Involuntarily Terminated Without Cause during a Restriction
      Period, the Participant (or the Participant’s Beneficiary in the case the
      Participant dies before receiving payment) will receive a distribution of
      Common Stock equal to the total number of Performance Shares then credited
      to the Participant.    Payment of Common Stock shall
      occur during the first two and one-half calendar months following the date
      of the Participant’s Separation From Service; provided, however, that if
      the Participant is a “specified employee,” within the meaning of Code
      Section 409A, in no event shall payment occur before the day after the
      last day of the six month period that begins with the date of the
      Participant’s Separation From
Service.

            


    

    


    
      	
               
      

            	
              (f)

            	
              A
      Participant shall have the right to designate any person as his or her
      Beneficiary to whom benefits determined under this Section 8 (“Death
      Benefits”) shall be paid in the event of the Participant’s death prior to
      the total distribution of his/her Death Benefits.  If greater
      than fifty percent (50%) of the Death Benefits are designated to a
      beneficiary other than the Participant’s lawful spouse, such beneficiary
      designation must be consented

            


    


    
      
         


      

      
         10


        
          

        

      

      
         


      

    


    to by the
Participant’s lawful spouse.  Each beneficiary designation must be in
written form prescribed by the Committee and will be effective only when filed
with the Committee, or its designee, during the Participant’s
lifetime.

    


    A
Participant may change a beneficiary designation, subject to spousal consent
under the preceding paragraph, by filing a new beneficiary designation form with
the Committee or its designee.  The filing of a new beneficiary
designation form will cancel all beneficiary designations previously
filed.  The Committee shall be entitled to rely on the beneficiary
designation form last filed by the Participant prior to his/her
death.  Any payment made in accordance with such designation shall
fully discharge the Company from all further obligations with respect to the
amount of such payments.

    


    If a
beneficiary entitled to receive benefits under the Plan is a minor or a person
declared incompetent, the Committee may direct payment of such benefits to the
guardian or legal representative of such minor or incompetent
person.  The Committee may require proof of incompetency, minority or
guardianship as it may deem appropriate prior to distribution of any Death
Benefits.  Such distribution shall completely discharge the Committee
and the Company from all liability with respect to such payments.

    


    If no
beneficiary designation is in effect at the time of the Participant’s death, or
if the named beneficiary predeceased the Participant, then the beneficiary shall
be: (1) the surviving lawful spouse; (2) if there is no surviving lawful spouse,
then Participant’s issue per stirpes; or (3) if no surviving lawful spouse or
issue, then Participant’s estate.

    


    
      	
               
      

            	
              (g)

            	
              If
      a Participant changes jobs with the Company during the course of a
      Performance Period and his or her new job has a different Incentive Award
      Opportunity under the Plan, the Participant’s Incentive Award Opportunity
      for the Performance Period shall be the sum of the products obtained by
      multiplying (i) the percentage of the full Performance Period spent in
      each job by (ii) the Incentive Award Opportunity for each such
      job.  In special circumstances, which the Committee may identify
      from time to time, the Participant may be assigned for the full
      Performance Period the Incentive Award Opportunity that corresponds to any
      one of the jobs held by the Participant during the Performance Period
      rather than combining partial Incentive Award Opportunities for the
      jobs.

            


    

    


    
      	
               
      

            	
              (h)

            	
              Should
      a Key Employee become eligible to participate in the Plan after the
      beginning of a Performance Period, the Participant will be entitled to an
      Incentive Award Opportunity on the basis of the number of months of the
      full Performance Period the Key Employee is a Participant in the
      Plan.

            


    

    



    
      
         


      

      
         11


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (i)

            	
              Notwithstanding any other provision of the Plan,
      to the extent that (i) one or more of the payments in connection with the
      Participant’s Separation From Service would constitute deferred
      compensation subject to the requirements of Code Section 409A, and (ii)
      the Participant is a “specified employee” within the meaning of Code
      Section 409A, then such payment or benefit (or portion thereof) will be
      delayed until the earliest date following the Participant’s Separation
      From Service on which the Company can provide such payment or benefit to
      the Participant without the Participant’s incurrence of any additional tax
      or interest pursuant to Code Section 409A, with all remaining payments or
      benefits due thereafter occurring in accordance with the original
      schedule.  In addition, this Plan and the payments and benefits
      to be provided hereunder are intended to comply in all respects with the
      applicable provision of Code Section
  409A.

            


    

    


    9.           Changes
in Capital Structure and Other Events

    


    
      	
              (a)  

            	
              Notwithstanding
      anything in the Plan to the contrary, the Board may terminate the Plan and
      liquidate “deferred compensation” payable under the Plan as permitted
      pursuant to Code Section 409A.

            


    

    


    
      	
              (b)  

            	
              All
      determinations, decisions, and adjustments made by the Committee as a
      result of the Board’s action pursuant to Plan Section 9(a) will be final,
      binding, and conclusive.  No fractional interest will be issued
      under the Plan on account of such
adjustments.

            


    

    


    
      	
              (c)  

            	
              In
      the event (i) a report on Schedule 13D is filed with the Securities and
      Exchange Commission pursuant to Section 13(d) of the Securities Exchange
      Act of 1934 (referred to as the “Act”) disclosing that any “person” (as
      defined in Section 13(d) of the Act) other than the Company or one of its
      subsidiaries or an employee benefit plan sponsored by the Company or one
      of its subsidiaries is the beneficial owner, directly or indirectly, of
      fifty percent (50%) or more of the combined voting power of the then
      outstanding securities of the Company; (ii) any “person” (as defined in
      Section 13(d) of the Act) other than the Company or one of its
      subsidiaries, or an employee benefit plan sponsored by the Company or one
      of its subsidiaries shall purchase securities pursuant to a tender offer
      or exchange offer to acquire any Common Stock of the Company (or
      securities convertible in Common Stock) for cash, securities, or any other
      consideration, provided that after the consummation of the offer, the
      person in question is the “beneficial owner” (as such term is defined in
      Rule 13d-3 under the Act), directly or indirectly, of fifty percent (50%)
      or more of the combined voting power of the then outstanding securities of
      the Company (as determined under paragraph (d) of Rule 13d-3 under the
      Act, in the case of rights to acquire Common Stock); (iii) the
      stockholders of the Company shall approve (a) any consolidation or merger
      of the Company (1) in which the Company is not the continuing or surviving
      corporation, (2) pursuant to which shares of Common Stock of
      the

            


    


    
      
         


      

      
         12


        
          

        

      

      
         


      

    


    Company
would be converted into cash, securities, or other property, and (3) with a
corporation that prior to such consolidation or merger owned fifty percent (50%)
or more of the cumulative voting power of the then outstanding securities of the
corporation; or (b) any sale, lease, exchange, or other transfer (in one
transaction or a series of transactions) of all or substantially all of the
assets of the Company; or (iv) there shall have been a change in the majority of
the Board of the Company within a 12-month period, unless the election or
nomination for election by the Company’s stockholders of each director during
the 12-month period was approved by the vote of two-thirds (2/3) of the
directors then in office who were directors at the beginning of such 12-month
period, the Committee may in its sole and absolute discretion, without obtaining
stockholder approval, at the time of any one or more of the foregoing actions,
to the extent permitted in Plan Section 7, with respect to all
Participants:

    


    
      	
               
      

            	
              (i)

            	
              Make
      adjustments or amendments to the Plan and outstanding Incentive Award
      Opportunities and Performance Shares that are consistent with applicable law, including Code Section 162(m) and
      the terms of the transaction;
or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Consistent with applicable law, including Code
      Section 162(m), substitute new Incentive Award
      Opportunities.

            


    

     

    To the extent Performance Shares credited to a
Participant constitute “deferred compensation” within the meaning of Code
Section 409A at the time of a Change in Control, Performance Shares shall be
paid out upon a Change in Control that also constitutes a “change in ownership
or effective control” of the Company or a “change in the ownership of a
substantial portion of the assets” of the Company, as those terms are defined
under Code Section 409A (each such transaction, a “409A Change in
Control”).  To the extent a Change in Control that is not a 409A
Change in Control occurs, Performance Shares constituting deferred compensation
shall be paid out at the end of the Restriction Period or upon the Participant’s
earlier “Separation from Service” from the Company under Code Section 409A,
subject to the delay applicable to “specified employees” described in Section
8.

     

    To the extent Performance Shares credited to a
Participant do not constitute “deferred compensation” within the meaning of Code
Section 409A at the time of a Change in Control, the Committee may vest such
Performance Shares and shall, in that event, settle the Performance Shares
within 21⁄2 months of the calendar year in which they vest.

    


    10.           Provisions
Regarding Withholding Taxes

    


    
      	
              (a)  

            	
              The
      Committee may require a Participant receiving Common Stock upon conversion
      of Performance Shares awarded hereunder to reimburse the Company for any
      taxes required by any government to be withheld
  or

            


    


    
      
         


      

      
         13


        
          

        

      

      
         


      

    


    otherwise
deducted and paid by the Company in respect of the issuance to or disposition of
shares by the Participant (a “Taxable Event”).  Any payment on account
of a tax obligation shall be in a form acceptable to the
Committee.  If upon the occurrence of a Taxable Event the Participant
does not, in the time required by law or designated by the Committee, reimburse
the Company for taxes as provided for above: (i) the Company shall have the
right to withhold some or all of the amount of such taxes from any other sums
due or to become due from the Company to the Participant upon such terms and
conditions as the Committee shall prescribe, and (ii) the Company may satisfy
some or all of the tax obligation of such Participant by withholding shares of
Common Stock acquired by the Participant in the conversion of any Performance
Shares and may in the same manner satisfy some or all of any additional tax
obligation resulting from such withholding.

    


    
      	
              (b)  

            	
              At
      any time that the Company becomes subject to a withholding obligation
      under applicable law with respect to the conversion of Performance
      Shares,  a Participant may elect to satisfy, in whole or in
      part, the Participant’s related estimated personal tax liabilities by
      directing the Company to withhold from the shares of Common Stock issuable
      in the related conversion of Performance Shares either (i) a specific
      percentage of shares, (ii) a specific number of shares, or (iii) shares
      having a specific value, in each case with a value not in excess of such
      estimated tax liabilities.  Such an election shall be
      irrevocable.  The shares of Common Stock withheld in payment
      shall be valued at their fair market value on the date that the
      withholding obligation arises (the “Tax Date”).  The Committee
      may disapprove any election, suspend or terminate the right to make
      elections or provide that the right to make elections shall not apply to
      particular conversions.  The Committee may impose any other
      conditions or restrictions on the right to make an election as it shall
      deem appropriate.

            


    

    


    11.           Provisions
Applicable to Common Stock

    


    
      	
              (a)  

            	
              If
      at any time the Board shall determine in its discretion that the listing,
      registration or qualification upon any national securities exchange or
      under any state or federal law, or the consent or approval of any
      governmental regulatory body, is necessary or desirable as a condition of,
      or in connection with, the sale, purchase, issuance or delivery of Common
      Stock under the Plan, no Common Stock shall be sold, purchased, issued or
      delivered, as the case may be, unless and until such listing,
      registration, qualification, consent or approval shall have been effected
      or obtained, or otherwise provided for, free of any conditions not
      acceptable to the Board.

            


    

    


    
      	
              (b)  

            	
              Except
      as hereafter provided and if so required by the Committee, the recipient
      of any Performance Share award shall, upon receipt of any shares of Common
      Stock due to the Award Conversion of Performance Shares represented by the
      award, execute and deliver to the Company a
  written

            


    


    
      
         


      

      
         14


        
          

        

      

      
         


      

    


    statement,
in form satisfactory to the Company, in which such Participant represents and
warrants that such Participant is acquiring the shares for such Participant’s
own account, for investment only and not with a view to the resale or
distribution thereof, and agrees that any subsequent offer for sale or
distribution of any such shares of Common Stock shall be made only pursuant to
either (a) a Registration Statement on an appropriate form under the Securities
Act of 1933, as amended (the “Securities Act”), which Registration Statement has
become effective and is current with regard to the shares of Common Stock being
offered or sold, or (b) a specific exemption from the registration requirements
of the Securities Act, but in claiming such exemption the holder or recipient
shall, if required by the Company, prior to any offer for sale or sale of such
shares, obtain a favorable written opinion, in form and substance satisfactory
to the Company, from counsel for or approved by the Company, as to the
applicability of such exemption thereto.  The foregoing restriction
shall not apply to (i) issuances by the Company so long as the shares being
acquired are registered under the Securities Act and a prospectus in respect
thereof is current or (ii) reofferings of shares by affiliates of the Company
(as defined in Rule 405 or any successor rule or regulation promulgated under
the Securities Act) if the shares being reoffered are registered under the
Securities Act and a prospectus in respect thereof is current.

    


    
      	
              (c)  

            	
              The
      Company may endorse such legend or legends upon the certificates for
      shares of Common Stock issued upon conversion of Performance Shares made
      hereunder and may issue such “stop transfer” instructions to its transfer
      agent in respect of such shares as, in its discretion, it determines to be
      necessary or appropriate to (i) prevent a violation of, or to perfect an
      exemption from, the registration requirements of the Securities Act, or
      (ii) implement the provisions of the Plan and any agreement between the
      Company and the Participant.

            


    

    


    
      	
              (d)  

            	
              The
      Company shall pay issue taxes with respect to the issuance of shares of
      Common Stock upon conversion of Performance Shares, as well as all fees
      and expenses necessarily incurred by the Company in connection with such
      issuance.

            


    

    


    
      	
              (e)  

            	
              The
      maximum number of shares of Common Stock that may be issued pursuant to
      the Plan shall not exceed a total of 1,200,000 shares, without further
      shareholder approval.

            


    

    


    12.           Effective
Date; Stockholder Approval

    


    The Plan
became effective upon adoption by the Board in 1993 and was approved by
shareholders at the 1994, 2002 and 2004 Annual Meetings.  If the
amended and restated Plan is not approved by shareholders of Southwest Gas
Corporation at the 2009 Annual Meeting, awards shall not be payable under the
Plan with respect to

     


    
      
         


      

      
         15


        
          

        

      

      
         


      

    


    Performance
Periods beginning in 2009.

     

     

     

    


    13.           Amendment
and Termination of the Plan

    


    The Board
at any time and from time to time may, without prior notice to Participants,
suspend, terminate, modify, or amend the Plan.  Except as otherwise
provided for in Plan Sections 5, 6, 7, 8 and 9, no suspension, termination,
modification, or amendment of the plan may adversely affect any award previously
granted, unless the written consent of the Participant is
obtained.  Notwithstanding the authority granted to the Board herein,
if the shareholders of Southwest Gas Corporation have approved this Plan as
contemplated in Plan Section 12 above, no amendment to the provisions of this
Plan shall become effective without shareholder approval if, as to executive
officer Participants, such amendment would materially:

    


    (i)         
  increase the benefits accruing to such Participants under the
Plan;

    


    
      	
               
      

            	
              (ii)

            	
              increase
      the number of Performance Shares which may be issued to such Participants
      under the Plan; or

            


    

    


    (iii)          modify
the requirements as to eligibility for executive participation in the
Plan.

    


    14.           Benefit
Claims Procedure

    


    
      	
              (a)  

            	
              Any
      claim for money or stock awards under the Plan shall be made in writing to
      the Committee.  If such claim is wholly or partially denied, the
      Committee shall, within a reasonable period of time not to exceed ninety
      (90) days after receipt of the claim, notify the Participant, Beneficiary
      or other party making the claim (the “Claimant”) of the denial of the
      claim.  Such notice of denial shall (i) be in writing, (ii) be
      written in a manner calculated to be understood by the Claimant, and (iii)
      contain the specific reason or reasons for denial of the claim, a specific
      reference to the pertinent Plan provisions upon which the denial is based,
      a description of any additional material or information necessary to
      perfect the claim, along with an explanation of why such material or
      information is necessary, and an explanation of the claim review
      procedure.  The ninety (90) day period may, under special
      circumstances, be extended up to an additional ninety (90) days upon
      written notice of such extension to the Claimant which notice shall
      specify the special circumstances and the extended date of the decision,
      the time limits applicable to such procedures and a statement of the
      Claimant’s right to bring a civil action under ERISA Section 502(a)
      following an adverse benefit determination upon review.  Notice
      of extension must be given prior to expiration of the initial ninety (90)
      day period.  The extension notice
  shall

            


    


    
      
         


      

      
         16


        
          

        

      

      
         


      

    


    indicate
the special circumstances that require an extension of time and the date by
which the Committee expects to render a decision on the claim. If the claim is
denied, the Claimant may file a request for review as provided in the next
paragraph.

    


    
      	
              (b)  

            	
              Within
      sixty (60) days after the receipt of the decision denying a claim by the
      Claimant, the Claimant may file a written request with the Committee that
      it conduct a full and fair review of the denial of the
      claim.  The Claimant or his or her duly authorized
      representative may review pertinent documents and submit issues and
      comments in writing to the Committee in connection with the
      review.

            


    

    


    
      	
              (c)  

            	
              The
      Committee shall deliver to the Claimant a written decision on the review
      of the denial within sixty (60) days after receipt of the aforesaid
      request for review, except that if there are special circumstances (such
      as the need to hold a hearing, if necessary) which require an extension of
      time for processing, the aforesaid sixty (60) day period shall, upon
      written notice to the Claimant be extended an additional sixty (60)
      days.  Upon review the Claimant shall be given the opportunity
      to (i) submit written comments, documents, records, and other information
      relating to its claim and (ii) request and receive, free of charge,
      reasonable access to, and copies of, all documents, records, and other
      information relevant to the Claimant’s claim for benefits. Whether a
      document, record, or other information is relevant to a claim for benefits
      shall be determined by reference to applicable ERISA regulations, if any.
      The review of a denied claim shall take into account all comments,
      documents, records, and other information submitted by the Claimant
      relating to the claim, without regard to whether such information was
      submitted or considered in the initial benefit determination. The decision
      on review shall be written in a manner calculated to be understood by the
      Claimant and, if adverse, shall (i) include the specific reason or reasons
      for the decision, (ii) contain a specific reference to the pertinent
      Plan provisions upon which the decision is based, (iii) contain a
      statement that the Claimant is entitled to receive, upon request and free
      of charge, reasonable access to, and copies of, all documents, records,
      and other information relevant to the Claimant’s claim for benefits
      (whether a document, record, or other information is relevant to a claim
      for benefits shall be determined by reference to applicable ERISA
      Regulations), and (iv) contain a statement describing the Claimant’s
      right, if any, to bring an action under ERISA Section
    502(a).

            


    

    


    15.   General
Provisions

    


    
      	
              (a)  

            	
              Nothing
      in this Plan or in any award granted pursuant hereto shall confer on an
      individual any right to continue in the employ of the company or any of
      its subsidiaries or interfere in any way with the right of the Company or
      any such subsidiary to terminate any
employment.

            


    

    



    
      
         


      

      
         17


        
          

        

      

      
         


      

    


    
      	
              (b)  

            	
              Upon
      its adoption by the Board, this Plan shall replace the existing Southwest
      Gas Corporation Management Incentive Plan with respect to periods
      commencing effective January 1,
2009.

            


    

    


    
      	
              (c)  

            	
              Awards
      granted under the Plan shall not be transferable otherwise than as
      provided for in Plan Section 8(d), by will or by the laws of descent and
      distribution, and awards may be realized during the lifetime of the
      Participant only by the Participant or by his guardian or legal
      representative.

            


    

    


    
      	
              (d)  

            	
              The
      section and subsection heading are contained herein for convenience only
      and shall not affect the construction
hereof.

            


    

    


    
      	
              (e)  

            	
              A
      Participant’s rights to Performance Shares and other Plan benefits
      represent rights to merely an unfunded and unsecured promise of a future
      payment of money or property.  A participant shall look only to
      the Company for the payment of Performance Shares and other Plan benefits
      and such shares and benefits shall, until paid, be subject to the claims
      of Company creditors.  A Participant’s rights under the Plan
      shall be only that of an unsecured general creditor of the
      Company.

            


    

    


            
IN WITNESS WHEREOF Southwest Gas Corporation has caused this Plan to be executed
this 7th day of
May 2008.

    


    


      
        	 
      	
                SOUTHWEST
      GAS CORPORATION

              	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	
                By                 /s/
      JEFFREY W. SHAW

              	 
	 
      	
                Jeffrey
      W. Shaw

              	 
	 
      	
                Chief
      Executive Officer

              	 


      





    
      
         


      

      
         18