exhibit10-01.htm


    Exhibit 10.01

     

    
 

    SOUTHWEST
GAS CORPORATION

    2006
RESTRICTED STOCK/UNIT PLAN

     

    1. Purposes of the
Plan.  The purpose of this Plan is to promote the success of
the Company by providing an additional means through the grant of Awards to
attract, motivate, retain and reward key Employees, including Officers of the
Company, with incentives for high levels of individual performance and improved
financial performance of the Company and to attract, motivate, and retain
experienced and knowledgeable independent Directors.

     

    2. Definitions.  The
following definitions shall apply as used herein and in the individual Award
Agreements except as defined otherwise in an individual Award
Agreement.  In the event a term is separately defined in an individual
Award Agreement, such definition shall supercede the definition contained in
this Section 2.

     

    (a) “Administrator” means
the compensation committee of the Board or such other Committee appointed to
administer the Plan, consisting of independent members of the
Board.

     

    (b) “Applicable Laws”
means the legal requirements relating to the Plan and the Awards under
applicable provisions of federal securities laws, state corporate and securities
laws, the Code, the rules of any applicable stock exchange or national market
system, and the rules of any non-U.S. jurisdiction applicable to Awards granted
to residents therein.

     

    (c) “Award” means the
grant of Restricted Stock or Restricted Stock Units under the Plan.

     

    (d) “Award Agreement”
means the written agreement evidencing the grant of an Award executed by the
Company and the Grantee, including any amendments thereto.

     

    (e) “Board” means the
Board of Directors of the Company.

     

    (f) “Cause” means (i) a
material act of theft, misappropriation, or conversion of corporate funds
committed by the Grantee, or (ii) the Grantee’s demonstrably willful,
deliberate, and continued failure to follow reasonable directives of the Board
or the Chief Executive Officer of the Company which are within the Grantee’s
ability to perform.  Notwithstanding the foregoing, for the 24-month
period following a Change in Control Event, the Grantee shall not be deemed to
have been terminated for Cause unless and until: (1) there shall have been
delivered to the Grantee a copy of a resolution duly adopted by the Board in
good faith at a meeting of the Board called and held for such purpose (after
reasonable notice to the Grantee and an opportunity for the Grantee, together
with his or her counsel, to be heard before the Board), finding that the Grantee
was guilty of conduct set forth above and specifying the particulars thereof in
reasonable detail; and (2) if the Grantee contests such finding (or a conclusion
that he or she has failed to timely cure the performance in response thereto),
the arbitrator, by final determination in an arbitration proceeding pursuant to
Section 17 hereof, has concluded that the Grantee’s conduct met the standard for
termination for Cause above and that the Board’s conduct met the standards of
good faith and satisfied the procedural and substantive conditions of this
Section 2(f) (collectively, the “Necessary Findings”).  The Grantee’s
costs of the arbitration shall be advanced by the Company and shall be repaid to
the Company if the arbitrator makes the Necessary Findings.

     

    
      
        
        

      

      
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    (g) “Change in Control
Event” means
any of the following:

     

    (i) The
dissolution or liquidation of the Company, other than in the context of a
transaction that does not constitute a Change in Control Event under clause (ii)
below.

     

    (ii) A merger,
consolidation, or other reorganization, with or into, or the sale of all or
substantially all of the Company’s business and/or assets as an entirety to, one
or more entities that are not Subsidiaries or other affiliates (a “Business
Combination”), unless (A) as a result of the Business Combination at least 50%
of the outstanding securities voting generally in the election of directors of
the surviving or resulting entity or a Parent thereof (the “Successor Entity”)
immediately after the reorganization are, or will be, owned, directly or
indirectly, by shareholders of the Company immediately before the Business
Combination; and (B) at least 50% of the members of the board of directors of
the entity resulting from the Business Combination were members of the Board at
the time of the execution of the initial agreement or of the action of the Board
approving the Business Combination.  The shareholders before and after
the Business Combination shall be determined on the presumptions that (x) there
is no change in the record ownership of the Company’s securities from the record
date for such approval until the consummation of the Business Combination; and
(y) record owners of securities of the Company hold no securities of the other
parties to such reorganization.

     

    (iii) Any
“person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act),
other than an Excluded Person, becomes the beneficial owner (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing more than 50% of the combined voting power of the Company’s
then outstanding securities entitled to then vote generally in the election of
Directors of the Company, other than as a result of (A) an acquisition directly
from the Company, (B) an acquisition by the Company, (C) an acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Company
or a Successor Entity, or an acquisition by any entity pursuant to a transaction
which is expressly excluded under clause (ii) above.

     

    (iv) During
any period not longer than twelve consecutive months, individuals who at the
beginning of such period constituted the Board cease to constitute at least a
majority thereof, unless the election, or the nomination for election by the
Company’s shareholders, of each new Board member was approved by a vote of at
least three-quarters of the Board members then still in office who were Board
members at the beginning of such period (including for these purposes, new
members whose election or nomination was so approved), but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a person other than the Board.

     

    (v) Notwithstanding
the foregoing, prior to the occurrence of any of the events described in clause
(ii) through (iv) above, the Board may determine that such an event shall not
constitute a Change in Control Event for purposes of the Plan and Awards granted
under it.

     

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

     

    
      
        
        

      

      
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    (i) “Committee” means the
compensation committee of the Board or such other committee composed of
independent members of the Board.

     

    (j) “Common Stock” means
the common stock of the Company.

     

    (k) “Company” means
Southwest Gas Corporation, a California corporation, or any
successor entity that adopts the Plan in connection with a Change in Control
Event.

     

    (l) “Continuous Service”
means that the provision of services to the Company or a Related Entity in any
capacity of Employee, Director or consultant is not interrupted or
terminated.  In jurisdictions requiring notice in advance of an
effective termination as an Employee, Director or consultant, Continuous Service
shall be deemed terminated upon the actual cessation of providing services to
the Company or a Related Entity notwithstanding any required notice period that
must be fulfilled before a termination as an Employee, Director or consultant
can be effective under Applicable Laws.  A Grantee’s Continuous
Service shall be deemed to have terminated either upon an actual termination of
Continuous Service or upon the entity for which the Grantee provides services
ceasing to be a Related Entity.  Continuous Service shall not be
considered interrupted in the case of (i) any approved leave of absence,
(ii) transfers among the Company, any Related Entity, or any successor, in
any capacity of Employee, Director or consultant, or (iii) any change in
status as long as the individual remains in the service of the Company or a
Related Entity in any capacity of Employee, Director or consultant (except as
otherwise provided in the Award Agreement).  An approved leave of
absence shall include sick leave, military leave, or any other authorized
personal leave.

     

    (m)  “Covered Employee”
means an Employee who is a “covered employee” under Section 162(m)(3) of
the Code.

     

    (n) “Director” means a
non-Employee member of the Board or the board of directors of any Related
Entity.

     

    (o) “Disability” means as
defined under the long-term disability policy of the Company or the Related
Entity to which the Grantee provides services regardless of whether the Grantee
is covered by such policy.  If the Company or the Related Entity to
which the Grantee provides service does not have a long-term disability plan in
place, “Disability” means that a Grantee is unable to carry out the
responsibilities and functions of the position held by the Grantee by reason of
any medically determinable physical or mental impairment for a period of not
less than one hundred and eighty (180) consecutive days.  A Grantee
will not be considered to have incurred a Disability unless he or she furnishes
proof of such impairment sufficient to satisfy the Administrator in its
discretion.

     

    (p) “Employee” means any
person, including an Officer or Director, who is in the employ of the Company or
any Related Entity, subject to the control and direction of the Company or any
Related Entity as to both the work to be performed and the manner and method of
performance.  The payment of a director’s fee by the Company or a
Related Entity shall not be sufficient to constitute “employment” by the
Company.

     

    (q) “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

     

    (r) “Excluded Person”
means (i) any person described in and satisfying the conditions of Rule
13d-1(b)(1) under the Exchange Act, (ii) the Company, or (iii) an employee
benefit plan (or related trust) sponsored or maintained by the Company or the
Successor Entity.

     

    
      
        
        

      

      
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    (s) “Grantee” means an
Employee or Director who receives an Award under the Plan.

     

    (t) “Officer” means a
person who is an officer of the Company or a Related Entity within the meaning
of Section 16 of the Exchange Act and the rules and regulations promulgated
thereunder.

     

    (u) “Parent” means a
“parent corporation,” whether now or hereafter existing, as defined in
Section 424(e) of the Code.

     

    (v) “Performance-Based
Compensation” means compensation qualifying as “performance-based
compensation” under Section 162(m) of the Code.

     

    (w) “Plan” means this 2006
Restricted Stock/Unit Plan.

     

    (x) “Related Entity” means
any Parent or Subsidiary of the Company.

     

    (y) “Restricted Stock”
means Shares issued under the Plan to the Grantee for such consideration, if
any, and subject to such restrictions on transfer, rights of first refusal,
repurchase provisions, forfeiture provisions, and other terms and conditions as
established by the Administrator.

     

    (z) “Restricted Stock Units” or
“Units” means an Award which may be earned in whole or in part upon the
passage of time or the attainment of performance criteria established by the
Administrator and which may be settled for Shares or other securities or a
combination of Shares or other securities as established by the
Administrator.

     

    (aa) “Retirement”
means:

     

    (i) with
respect to Employees, a termination of an Employee’s employment with the Company
or a Related Entity on or after the Employee 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.

     

    (ii) with
respect to non-Employee Directors, a termination of a Director’s service to the
Company or a Related Entity as a Director on or after his or her “normal
retirement date” which is the earlier of the first day of the month following
the month in which the non-Employee Director (A) reaches age seventy-two (72),
or (B) has completed at least ten (10) years of service (in the aggregate) to
the Company or a Related Entity as a Director.

     

    (bb) “Rule 16b-3”
means Rule 16b-3 promulgated under the Exchange Act or any successor
thereto.

     

    (cc) “Share” means a share
of the Common Stock.

     

    (dd) “Subsidiary” means a
“subsidiary corporation,” whether now or hereafter existing, as defined in
Section 424(f) of the Code.

     

    
      
        
        

      

      
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    3. Stock Subject to the
Plan.

     

    (a) Subject
to the provisions of Section 9 below, the
maximum aggregate number of Shares which may be issued pursuant to all Awards is
400,000 Shares.  The Shares to be issued pursuant to Awards may be
authorized, but unissued, or reacquired Common Stock.

     

    (b) Any
Shares covered by an Award (or portion of an Award) which is forfeited, canceled
or expired (whether voluntarily or involuntarily) shall be deemed not to have
been issued for purposes of determining the maximum aggregate number of Shares
which may be issued under the Plan.  Shares that actually have been
issued under the Plan pursuant to an Award shall not be returned to the Plan and
shall not become available for future issuance under the Plan, except that if
unvested Shares are forfeited such Shares shall become available for future
grant under the Plan.  During the ten (10) year period following
approval of the Plan by the Company’s shareholders and to the extent not
prohibited by the listing requirements of The New York Stock Exchange (or other
established stock exchange or national market system on which the Common Stock
is traded) and Applicable Law, any Shares covered by an Award, which are
surrendered in satisfaction of tax withholding obligations incident to the
vesting of an Award, shall be deemed not to have been issued for purposes of
determining the maximum number of Shares which may be issued pursuant to all
Awards under the Plan, unless otherwise determined by the
Administrator.

     

    4. Administration of the
Plan.

     

    (a) Plan
Administrator.

     

    (i) Administration with Respect
to Covered Employees, Directors and Officers.  With respect to
grants of Awards to Covered Employees, Directors and Employees who are also
Officers or Directors of the Company, the Plan shall be administered by a
Committee designated by the Board, which Committee (A) shall be comprised
solely of two or more Directors eligible to serve on a committee making Awards
qualifying as Performance-Based Compensation and (B) shall be constituted
in such a manner as to satisfy the Applicable Laws and to permit such grants and
related transactions under the Plan to be exempt from Section 16(b) of the
Exchange Act in accordance with Rule 16b-3.  Once appointed, such
Committee shall continue to serve in its designated capacity until otherwise
directed by the Board.

     

    (ii) Administration
Errors.  In the event an Award is granted in a manner
inconsistent with the provisions of this subsection (a), such Award shall
be presumptively valid as of its grant date to the extent permitted by the
Applicable Laws.

     

    (b) Powers of the
Administrator.  Subject to Applicable Laws and the provisions
of the Plan (including any other powers given to the Administrator hereunder),
and except as otherwise provided by the Board, the Administrator shall have the
authority, in its discretion:

     

    (i) to select
the Employees and Directors to whom Awards may be granted from time to time
hereunder;

     

    (ii) to
determine whether and to what extent Awards are granted hereunder;

     

    
      
        
        

      

      
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    (iii) to
determine the number of Shares or Restricted Stock Units to be covered by each
Award granted hereunder;

     

    (iv) to
approve forms of Award Agreements for use under the Plan;

     

    (v) to
determine the terms and conditions of any Award granted hereunder;

     

    (vi) to amend
the terms of any outstanding Award granted under the Plan, provided that any
amendment that would adversely affect the Grantee’s rights under an outstanding
Award shall not be made without the Grantee’s written consent;

     

    (vii) to
construe and interpret the terms of the Plan and Awards, including without
limitation, any notice of award or Award Agreement, granted pursuant to the Plan; and

     

    (viii) to take
such other action, not inconsistent with the terms of the Plan, as the
Administrator deems appropriate.

     

    The
express grant in the Plan of any specific power to the Administrator shall not
be construed as limiting any power or authority of the Administrator; provided
that the Administrator may not exercise any right or power reserved to the
Board.  Any decision made, or action taken, by the Administrator or in
connection with the administration of this Plan shall be final, conclusive and
binding on all persons having an interest in the Plan.

     

    (c) Indemnification. In
addition to such other rights of indemnification as they may have as members of
the Board or as Officers or Employees of the Company or a Related Entity,
members of the Board and any Officers or Employees of the Company or a Related
Entity to whom authority to act for the Board, the Administrator or the Company
is delegated shall be defended and indemnified by the Company to the extent
permitted by law on an after-tax basis against all reasonable expenses,
including attorneys’ fees, actually and necessarily incurred in connection with
the defense of any claim, investigation, action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with the
Plan, or any Award granted hereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by the Company) or paid
by them in satisfaction of a judgment in any such claim, investigation, action,
suit or proceeding, except in relation to matters as to which it shall be
adjudged in such claim, investigation, action, suit or proceeding that such
person is liable for gross negligence, bad faith or intentional misconduct;
provided, however, that within thirty (30) days after the institution of such
claim, investigation, action, suit or proceeding, such person shall offer to the
Company, in writing, the opportunity at the Company’s expense to defend the
same.

     

    5. Eligibility.  Awards
may be granted to Employees and Directors.  An Employee or Director
who has been granted an Award may, if otherwise eligible, be granted additional
Awards.

     

    6. Terms and Conditions of
Awards.

     

    (a) Designation of
Award.  Each Award shall be designated in the Award
Agreement.

     

    
      
        
        

      

      
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    (b) Conditions of
Award.  Subject to the terms of the Plan, the Administrator
shall determine the provisions, terms, and conditions of each Award including,
but not limited to, the Award vesting schedule (if any), resale restrictions
applicable to the Shares issued pursuant to Awards, forfeiture provisions and
satisfaction of any performance criteria.  The performance criteria
established by the Administrator may be based on any one of, or combination of,
the following: (i) increase in share price, (ii) earnings per share, (iii) total
shareholder return, (iv) operating margin, (v) operating costs, (vi) gross
margin, (vii) return on equity, (viii) return on assets, (ix) return on
investment, (x) operating income, (xi) net operating income, (xii) pre-tax
profit, (xiii) cash flow, (xiv) revenue, (xv) expenses, (xvi) earnings before
interest, taxes and depreciation, (xvii) economic value added, (xviii) market
share, (xix) gas segment return on equity, (xx) customer to employee ratio,
(xxi) customer service satisfaction, and (xxii) performance of the Company
relative to a peer group of companies and/or relevant indexes.  The
performance criteria 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 appropriate, the
performance criteria 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 performance criteria applicable to the Awards 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 performance criteria in order to prevent the
dilution or enlargement of the Participant’s rights with respect to an 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 performance criteria are established if so
determined by the Committee.

     

    (c) Acquisitions and Other
Transactions.  The Administrator may issue Awards under the
Plan in settlement, assumption or substitution for, outstanding awards or
obligations to grant future awards in connection with the Company or a Related
Entity acquiring another entity, an interest in another entity or an additional
interest in a Related Entity whether by merger, stock purchase, asset purchase
or other form of transaction.

     

    (d) Separate
Programs.  The Administrator may establish one or more separate
programs under the Plan for the purpose of issuing particular forms of Awards to
one or more classes of Grantees on such terms and conditions as determined by
the Administrator from time to time.

     

    (e) Individual Limit for
Restricted Stock and Restricted Stock Units.  For awards of
Restricted Stock and Restricted Stock Units that are intended to be
Performance-Based Compensation, the maximum number of Shares with respect to
which such Awards may be granted to any Grantee in any calendar year shall be
20,000 Shares.  The foregoing limitation shall be adjusted
proportionately in connection with any change in the Company’s capitalization
pursuant to Section 9 below.

     

    (f) Transferability of
Awards.  Awards shall be transferable (i) by will and by
the laws of descent and distribution and (ii) during the lifetime of the
Grantee, to the extent and in the manner authorized by the
Administrator.  Notwithstanding the foregoing, the Grantee may
designate one or more beneficiaries of the Grantee’s Award in the event of the
Grantee’s death on a beneficiary designation form provided by the
Administrator.

     

    
      
        
        

      

      
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    (g) Time of Granting
Awards.  The date of grant of an Award shall for all purposes
be the date on which the Administrator makes the determination to grant such
Award.

     

    7. Taxes.  No
Shares shall be delivered under the Plan to any Grantee or other person until
such Grantee or other person has made arrangements acceptable to the
Administrator for the satisfaction of any federal, state, local or non-U.S.
income and employment tax withholding obligations, including, without
limitation, obligations incident to the receipt of Shares.  Upon
the issuance of Shares, the Company
shall withhold or collect from Grantee an amount sufficient to satisfy such tax
obligations, including, but not limited to, by surrender of Shares covered by
the Award sufficient to satisfy the minimum applicable tax withholding
obligations incident to the vesting of an Award.

     

    8. Conditions Upon Issuance of
Shares.

     

    (a) If at any
time the Administrator determines that the delivery of Shares pursuant to an
Award is or may be unlawful under Applicable Laws, the vesting or right to
exercise an Award or to otherwise receive Shares pursuant to the terms of an
Award shall be suspended until the Administrator determines that such delivery
is lawful and shall be further subject to the approval of counsel for the
Company with respect to such compliance.  The Company shall have no
obligation to effect any registration or qualification of the Shares under
federal or state laws.

     

    (b) As a
condition to the exercise or issuance of an Award, the Company may require the
person exercising or receiving such Award to represent and warrant at the time
of any such exercise or issuance that the Shares are being purchased only for
investment and without any present intention to sell or distribute such Shares
if, in the opinion of counsel for the Company, such a representation is required
by any Applicable Laws.

     

    9. Adjustments Upon Changes in
Capitalization.  Subject to any required action by the
shareholders of the Company, the number of Shares covered by each outstanding
Award, and the number of Shares which have been authorized for issuance under
the Plan but as to which no Awards have yet been granted or which have been
returned to the Plan, the maximum number of Shares with respect to which Awards
may be granted to any Grantee in any calendar year, as well as any other terms
that the Administrator determines require adjustment shall be proportionately
adjusted for (i) any increase or decrease in the number of issued Shares
resulting from a stock split, reverse stock split, stock dividend, combination
or reclassification of the Shares, or similar transaction affecting the Shares,
(ii) any other increase or decrease in the number of issued Shares effected
without receipt of consideration by the Company, or (iii) any other
transaction with respect to Common Stock including a corporate merger,
consolidation, acquisition of property or stock, separation (including a
spin-off or other distribution of stock or property), reorganization,
liquidation (whether partial or complete) or any similar transaction; provided,
however, that conversion of any convertible securities of the Company shall not
be deemed to have been “effected without receipt of
consideration.”  Except as the Administrator determines, no issuance
by the Company of shares of any class, or securities convertible into shares of
any class, shall affect, and no adjustment by reason hereof shall be made with
respect to, the number of Shares subject to an Award.

     

    10. Change in Control
Event.  Except as provided otherwise in an individual Award
Agreement, in the event of a Change in Control Event, each Award which is at the
time outstanding under the Plan automatically shall (i) become fully vested
and be released from any repurchase, forfeiture or transfer restrictions and
(ii) with respect to Restricted Stock Units, be 

    
      
        
        

      

      
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        converted
in full to Shares, immediately prior to the specified effective date of such
Change in Control Event, for all of the Shares or Units at the time represented
by such Award.

         

               
11. Effective Date and Term of
Plan.  The Plan shall become effective upon its adoption by the
Board.  It shall continue in effect for a term of ten (10) years
unless sooner terminated.  Continuance of the Plan shall be subject to
approval by the shareholders of the Company.  Such shareholder
approval shall be obtained in the degree and manner required under Applicable
Laws.  Awards may be granted under the Plan upon its becoming
effective, but any Award granted before shareholder approval is obtained shall
be rescinded if shareholders fail to approve the Plan at the next shareholder
meeting that occurs after the Plan is adopted by the Board.


      

    

     

    12. Amendment, Suspension or
Termination of the Plan.

     

    (a) The Board
may at any time amend, suspend or terminate the Plan; provided, however, that no
such amendment shall be made without the approval of the Company’s shareholders
to the extent such approval is required by Applicable Laws.

     

    (b) No Award
may be granted during any suspension of the Plan or after termination of the
Plan.

     

    (c) No
suspension or termination of the Plan shall adversely affect any rights under
Awards already granted to a Grantee.

     

    13. Reservation of
Shares.

     

    (a) The
Company, during the term of the Plan, will at all times reserve and keep
available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.

     

    (b) The
inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company’s counsel to be necessary
to the lawful issuance and sale of any Shares hereunder, shall relieve the
Company of any liability in respect of the failure to issue or sell such Shares
as to which such requisite authority shall not have been obtained.

     

    14. No Effect on Terms of
Employment/Consulting Relationship.  The Plan shall not confer
upon any Grantee any right with respect to the Grantee’s Continuous Service, nor
shall it interfere in any way with his or her right or the right of the Company
or any Related Entity to terminate the Grantee’s Continuous Service at any time,
with or without Cause, and with or without notice.  The ability of the
Company or any Related Entity to terminate the employment of a Grantee who is
employed at will is in no way affected by its determination that the Grantee’s
Continuous Service has been terminated for Cause for the purposes of this
Plan.

     

    15. No Effect on Retirement and
Other Benefit Plans.  Except as specifically provided in a
retirement or other benefit plan of the Company or a Related Entity, Awards
shall not be deemed compensation for purposes of computing benefits or
contributions under any retirement plan of the Company or a Related Entity, and
shall not affect any benefits under any other benefit plan of any kind or any
benefit plan subsequently instituted under which the availability or amount of
benefits is related to level of compensation.  The Plan is not a
“Retirement Plan” or “Welfare Plan” under the Employee Retirement Income
Security Act of 1974, as amended.

     

    
      
        
        

      

      
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    16. Construction.  Captions
and titles contained herein are for convenience only and shall not affect the
meaning or interpretation of any provision of the Plan.  Except when
otherwise indicated by the context, the singular shall include the plural and
the plural shall include the singular.  Use of the term “or” is not
intended to be exclusive, unless the context clearly requires
otherwise.

     

    17. Arbitration and
Litigation.

     

    (a) Any
dispute, controversy or claim arising out of or in respect to this Plan (or its
validity, interpretation or enforcement) or the subject matter hereof must be
submitted to and settled by arbitration conducted before a single arbitrator
(chosen from a list of arbitrators provided by the American Arbitration
Association with each party hereto taking alternate strikes and the remaining
arbitrator hearing the dispute).  The arbitration will be conducted in
Clark County, Nevada, in accordance with the then current rules of the American
Arbitration Association or its successor.  The arbitration of such
issues, including the determination of any amount of damages suffered, will be
final and binding upon the parties to the maximum extent permitted by
law.  The arbitrator in such action will not be authorized to change
or modify any provision of the Plan.  Judgment upon the award rendered
by the arbitrator may be entered by any court having jurisdiction
thereof.  The arbitrator will award reasonable legal fees and expenses
(including arbitration costs) to the prevailing party upon application
therefor.  The parties consent to the jurisdiction of the Supreme
Court of the State of Nevada and of the U.S. District Court for the District of
Nevada for all purposes in connection with arbitration, including the entry of
judgment of any award.

     

    (b) Except as
may be necessary to enter judgment upon the award or to the extent required by
applicable law, all claims, defenses and proceedings (including, without
limiting the generality of the foregoing, the existence of the controversy and
the fact that there is an arbitration proceeding) shall be treated in a
confidential manner by the arbitrator, the parties and their counsel, and each
of their agents and employees, and all others acting on behalf or in concert
with them.  Without limiting the generality of the foregoing, no one
shall divulge to any third party or person not directly involved in the
arbitration, the contents of the pleadings, papers, orders, hearings, trials, or
awards in the arbitration, except as may be necessary to enter judgment upon an
award as required by applicable law.  Any court proceedings relating
to the arbitration hereunder, including, without limiting the generality of the
foregoing, to prevent or compel arbitration to perform, correct, vacate or
otherwise enforce an arbitration award, shall be filed under seal with the
court, to the extent permitted by law.

     

    IN
WITNESS WHEREOF, the Company has executed this Amended and Restated Plan
Document effective the 7th day of
May 2008.

     

    
      	 
      	
              SOUTHWEST
      GAS CORPORATION

            
	 
      	 
      
	 
      	
              By:  /s/
      JEFFREY W. SHAW

            
	 
      	
              Jeffrey
      W. Shaw, C.E.O.

            


    

    



    
      
         


      

      
         10


        
          

        

      

      
         


      

    


    APPENDIX
A

     

    


     

    Target Award Opportunity for
each Grantee

     

    


     

    
      	
              Position

            	
              %
      of Year-End Base 
Salary

            	
              Range
      of Award Grant*

            
	
              Chief
      Executive Officer

               

            	
              45

            	
              22.5
      to 67.5

            
	
              President

               

            	
              30

            	
              15.0
      to 45.0

            
	
              Executive
      Vice President

               

            	
              25

            	
              12.5
      to 37.5

            
	
              Senior
      Vice President

               

            	
              20

            	
              10.0
      to 30.0

            
	
              Vice
      President

               

            	
              15

            	
              7.5
      to 22.5

            
	
              Other
      Participants

               

            	
              10

            	
              5.0
      to 15.0

            
	
              Non-Employee
      Directors

            	 
      	
              500
      Restricted
Stock or Stock Units

            


    

    


     

    *      Awards
granted pursuant to the Plan will range from 50 to 150 percent of the target
award opportunity for each participant, other than non-Employee Directors,
established for the initial award.  The actual award will be
determined based on the three-year average Management Incentive Plan payout
percentage (MIP Payout Percentage) for the three years immediately preceding the
award determination date.  The threshold to earn an award will be a
MIP Payout Percentage of 90.  The award will increase by five percent
for each one percentage point increase in the MIP Payout Percentage until such
percentage equals 100, then the increase will be reduced to two and one-half
percent for each percentage point increase through 120.

     

    *      Awards
granted pursuant to the Plan to Directors will be set at 500 Restricted Stock or
Stock Units per year.

     

    *      Once
the Awards are established, they will be converted into Restricted Stock or
Stock Units, based on the closing price of Common Stock on the New York Stock
Exchange on the Award date.

     

    


     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


     

    Vesting Schedule of
Awards:

     

    (a)   Awards to
Employees.

     

    (i) With
respect to Awards to Employees, unless otherwise set forth in the Award
Agreement or in an amendment to this Appendix A, the Shares or Units subject to
an Award shall vest and be paid out in Common Stock over a three (3) year period
as follows:  forty percent (40%) of the Shares or Units subject to the
Award shall vest on the 4th of
January following the award (Vesting Commencement Date) and thirty percent (30%)
of the Shares or Units subject to the Award shall vest on each of the second and
third anniversaries of the Vesting Commencement Date.

     

    (ii) During
any authorized leave of absence, the vesting of the Shares or Units awarded to
Employees only as provided above shall be suspended after the leave of absence
exceeds a period of three (3) months.  Vesting of the Shares or Units
shall resume upon the Employee’s termination of the leave of absence and return
to service to the Company or a Related Entity.  The Vesting Schedule
of the Shares or Units shall be extended by the length of the
suspension.

     

    (iii) Notwithstanding
the foregoing, in the event the Employee’s Continuous Service terminates as the
result of death, Retirement, or Disability, 100% of the Shares or Units shall
become fully vested and no longer subject to forfeiture to the
Company.  In addition, 100% of the Shares or Units shall become fully
vested and no longer subject to forfeiture to the Company immediately prior to a
Change in Control Event.

     

    (iv) In
addition, with respect to Grantees who are Senior Vice Presidents or above only,
in the event such Grantee’s Continuous Service terminates as a result of Good
Reason, 100% of the Shares or Units shall become fully vested and no longer
subject to forfeiture to the Company.

     

    (v) With
respect to Restricted Stock Units, awards shall be credited with notional
dividends at the same time, in the same form, and in equivalent amounts as
dividends that are payable from time to time on the Common Stock.  Any
such notional dividends shall be valued as of the date on which they are
credited to the Employee and reallocated to acquire additional
Units.  Such additional Units shall vest in accordance with the
vesting schedule set forth in the applicable Award Agreement as if such Units
had been issued on the date of such Award (if any). 

     

    For
purposes of the Plan, “Good Reason” shall mean, with respect to Employees who
are employed in senior vice president level positions and above, (i) a reduction
by the Company in the Grantee’s base salary as in effect on the date hereof, or
(ii) any material breach of any material provision of any employment agreement
between the Grantee and the Company by the Company which is not cured within
sixty (60) days after written notice of such breach by the Grantee to the
Company.

     

    
      	
              (b)  

            	
               Awards to
      Directors.  Subject to the Director’s Continuous Service,
      Awards shall vest in accordance with either of the following
      schedules:

            


    

     

    
      (i)           Forty
percent (40%) of the Shares or Units subject to the Award shall vest on the
4th
of January following the award (Vesting Commencement Date), and
thirty

       


      
        
           


        

        
           12


          
            

          

        

        
           


        

      


      percent
(30%) on each of the second and third anniversaries of the Vesting Commencement
Date.  Vesting of the Shares or Units shall accelerate so that one
hundred percent (100%) of the Shares or Units subject to the Award shall vest
(i) immediately prior to a Change in Control Event or (ii) upon termination of
the Director’s Continuous Service as a result of death, Disability or
Retirement.  With respect to Restricted Stock Units, the conversion of
the Units into Shares, however, will not occur until the Director’s Continuous
Service terminates, or immediately prior to a Change in Control
Event.

    

     

     (ii)  With
respect to Restricted Stock Units, awards shall be credited with notional
dividends at the same time, in the same form, and in equivalent amounts as
dividends that are payable from time to time on the Common Stock.  Any
such notional dividends shall be valued as of the date on which they are
credited to the Director and reallocated to acquire additional
Units.  Such additional Units shall vest in accordance with the
vesting schedule set forth in the applicable Award Agreement as if such Units
had been issued on the date of such Award (if any).

     

    
      
         


      

      
         13


        
          

        

      

      
         


      

    


     SOUTHWEST
GAS CORPORATION

     

    2006
RESTRICTED STOCK/UNIT PLAN

     

    [FOR
DIRECTORS - REMOVE THIS LINE BEFORE USE]

     

    NOTICE OF RESTRICTED STOCK
UNIT AWARD

     

    
      	
              Grantee’s
      Name and Address:

            	 
      
	 
      	 
      
	 
      	 
      


    

     

           You (the
“Grantee”) have been granted an award of Restricted Stock Units (the “Award”),
subject to the terms and conditions of this Notice of Restricted Stock Unit
Award (the “Notice”), the Southwest Gas Corporation 2006 Restricted Stock/Unit
Plan, as amended from time to time (the “Plan”), and the Restricted Stock Unit
Agreement (the “Agreement”) attached hereto, as follows.  Unless
otherwise provided herein, the terms in this Notice shall have the same meaning
as those defined in the Plan.

          

      	
              Award
      Number

            	 
      
	
              Date
      of Award

            	 
      
	
              Total
      Number of Restricted Stock

              Units
      Awarded (the “Units”)

            	 
      


    

     

    Vesting
Schedule:

     

    Subject
to the Grantee’s Continuous Service and other limitations set forth in this
Notice, the Agreement, and the Plan, the Units will “vest” in accordance with
the following schedule:

     

    Forty
percent (40%) of the Units subject to the Award shall vest on the 4th of
January following the Date of Award (the “Vesting Commencement Date”), and
thirty percent (30%) on each of the second and third anniversaries of the
Vesting Commencement Date.  Vesting of the Units shall accelerate so
that one hundred percent (100%) of the Units subject to the Award shall vest (i)
immediately prior to a Change in Control Event or (ii) upon termination of the
Director’s Continuous Service as a result of death, Disability or
Retirement.  As provided in Section 3 of the Agreement, the conversion
of the Units into Shares, however, will not occur until certain terminations
of the Director’s Continuous Service
or immediately prior to certain Change in Control Events.

     

    For
purposes of this Notice and the Agreement, the term “vest” shall mean, with
respect to any Units, that such Units are no longer subject to forfeiture to the
Company.  If the Grantee would become vested in a fraction of a Unit,
such Unit shall not vest until the Grantee becomes vested in the entire
Unit.

     

    In the
event of the Grantee’s change in status from Director to consultant
or Employee, the determination of whether such change in status results in
a termination of Continuous Service will be determined in accordance with
Section 409A of the Code.

     

    Vesting
shall cease upon the date the Grantee terminates Continuous Service for any
reason other than death, Disability or Retirement.  In the event the
Grantee terminates Continuous Service for any reason other than death,
Disability or Retirement, any Units held by the Grantee immediately following
such termination of the Grantee’s Continuous Service shall

    
       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      be deemed
reconveyed to the Company and the Company shall thereafter be the legal and
beneficial owner of the Units and shall have all rights and interest in or
related thereto without further action by the Grantee.

       

    

    IN
WITNESS WHEREOF, the Company and the Grantee have executed this Notice and agree
that the Award is to be governed by the terms and conditions of this Notice, the
Plan, and the Agreement.

     

    
      	 	
              Southwest
      Gas Corporation,

              a
      California corporation

            
	 	
              By:

            	 
      
	 	
              Title:

            	 
      


    

     

    THE
GRANTEE ACKNOWLEDGES AND AGREES THAT THE UNITS SHALL VEST, IF AT ALL, ONLY
DURING THE PERIOD OF THE GRANTEE’S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF
BEING GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER).  THE GRANTEE
FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, THE AGREEMENT NOR
THE PLAN SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO CONTINUATION OF
THE GRANTEE’S CONTINUOUS SERVICE.

     

    Grantee Acknowledges and
Agrees:

     

    The
Grantee acknowledges receipt of a copy of the Plan and the Agreement and
represents that he or she is familiar with the terms and provisions thereof, and
hereby accepts the Award subject to all of the terms and provisions hereof and
thereof.  The Grantee has reviewed this Notice, the Agreement and
the Plan in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Notice and fully understands all provisions of
this Notice, the Agreement and the Plan.  The Grantee further agrees
and acknowledges that this Award is a non-elective arrangement pursuant to
Section 409A of the Code.

     

    The
Grantee further acknowledges that, from time to time, the Company may be in a
“blackout period” and/or subject to applicable federal securities laws that
could subject the Grantee to liability for engaging in any transaction involving
the sale of the Company’s Shares.  The Grantee further acknowledges
and agrees that, prior to the sale of any Shares acquired under this Award, it
is the Grantee’s responsibility to determine whether or not such sale of Shares
will subject the Grantee to liability under insider trading rules or other
applicable federal securities laws.

     

    By
signing below (or by providing an electronic signature) and accepting the grant
of the Award, the Grantee: (i) consents to access electronic copies (instead of
receiving paper copies) of this Notice, the Agreement, the Plan and the Plan
prospectus (collectively, the “Plan Documents”) via the Company’s intranet; (ii)
represents that the Grantee has access to the Company’s intranet; (iii)
acknowledges receipt of electronic copies, or that the Grantee is already in
possession of paper copies of the Plan Documents; and (iv) acknowledges that the
Grantee is familiar with and accepts the Award subject to the terms and
provisions of the Plan Documents.

     

    The
Grantee hereby agrees that all questions of interpretation and administration
relating to this Notice, the Plan, and the Agreement shall be resolved by the
Administrator in

    
       


      
        
           


        

        
           2


          
            

          

        

        
           


        

      


      accordance
with Section 8 of the Agreement.  The Grantee further agrees to the
venue selection and waiver of a jury trial in accordance with Section 9 of the
Agreement.  The Grantee further agrees to notify the Company upon any
change in his or her residence address indicated in this
Notice.

    

    


    
      	
              Date:

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              Grantee’s
      Signature

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              Grantee’s
      Printed Name

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              Address

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              City,
      State & Zip

            	 
      


    

    



    
      
         


      

      
         3


        
          

        

      

      
         


      

    


    Award
Number:  __________________

     

    SOUTHWEST
GAS CORPORATION

    2006
RESTRICTED STOCK/UNIT PLAN

    


    RESTRICTED STOCK UNIT
AGREEMENT

     

    1.           Issuance of
Units.  Southwest Gas Corporation, a California corporation
(the “Company”), hereby issues to the Grantee (the “Grantee”) named in the
Notice of Restricted Stock Unit Award (the “Notice”), an award (the “Award”) of
the Total Number of Restricted Stock Units Awarded set forth in the Notice (the
“Units”), subject to the Notice, this Restricted Stock Unit Agreement (the
“Agreement”) and the terms and provisions of the Southwest Gas Corporation 2006
Restricted Stock/Unit Plan, as amended from time to time (the “Plan”), which is
incorporated herein by reference.  Unless otherwise provided herein,
the terms in this Agreement shall have the same meaning as those defined in the
Plan.

     

    2.           Transfer
Restrictions.  The Units may not be transferred in any manner
other than by will or by the laws of descent and
distribution.  Notwithstanding the foregoing, the Grantee may
designate a beneficiary of the Units in the event of the Grantee’s death on a
beneficiary designation form provided by the Company.  The terms of
this Agreement shall be binding upon the executors, administrators, heirs,
successors, and transferees of the Grantee.

     

    3.           Conversion of Units and
Issuance of Shares.

     

    (a) General.  Subject
to Section 3(b), one share of Common Stock shall be issuable for each vested
Unit subject to the Award (the “Shares”) upon the earlier of: (i) termination of
the Grantee’s Continuous Service which also constitutes a “separation from
service” as such term is defined in Section 409A of the Code and applicable
guidance thereunder; or (ii)  immediately prior to the specified
effective date of a Change in Control Event (as defined in the Plan, without
regard to clause (v) of the definition) which also constitutes a “change in the
ownership or effective control, or in the ownership of a substantial portion of
the assets” (as defined in Section 409A of the Code) of the
Company.  Immediately thereafter, or as soon as administratively
feasible, the Company will transfer such Shares to the Grantee upon satisfaction
of any required tax or other withholding obligations.   Any
unvested Units remaining as of the date the Award is converted to Shares shall
be forfeited.

     

    (b) Delay of
Conversion.  The conversion of the Units to Common Stock under
Section 3(a), above, shall be delayed in the event the Company reasonably
anticipates that the issuance of Common Stock would constitute a violation of
federal securities laws or other Applicable Law.  If the conversion of
the Units to Common Stock is delayed by the provisions of this Section 3(b), the
conversion of the Units to Common Stock shall occur at the earliest date at
which the Company reasonably anticipates issuing the Common Stock will not cause
a violation of federal securities laws or other Applicable Law.  For
purposes of this Section 3(b), the issuance of Common Stock that would cause
inclusion in gross income or the application of any penalty provision or other
provision of the Code is not considered a violation of Applicable
Law.

     

    (c) Delay of Issuance of
Shares.  The Company shall delay the issuance of any shares of
Common Stock under this Section 3 to the extent it is necessary to comply with

    
       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Section
409A(a)(2)(B)(i) of the Code (relating to payments made to certain “key
employees” of certain publicly-traded companies); in such event, any shares of
Common Stock to which the Grantee would otherwise be entitled during the six (6)
month period following the date of the Grantee’s termination of Continuous
Service will be issued on the first business day following the expiration of
such six (6) month period.

       

    

    (d)  Right to Shares;
Dividends.  The Grantee shall not have any right in, to or with
respect to any of the Shares (including any voting rights or rights with respect
to dividends paid on the Common Stock) issuable under the Award until the Award
is settled by the issuance of such Shares to the Grantee; provided, however, that the Grantee’s
Units shall be credited with notional dividends at the same time, in the same
form, and in equivalent amounts as dividends that are payable from time to time
on Shares.  Any such notional dividends shall be valued as of the date
on which they are credited to the Grantee and reallocated to acquire additional
Units.    Such additional Units shall vest in accordance
with the Vesting Schedule set forth in the Notice, as if such Units had been
issued on the Date of Award.

     

    4.           Accelerated Conversion of
Units and Issuance of Shares.  The following circumstances
shall permit an accelerated conversion of the Units and the issuance of
Shares:

     

    (a)  Unforeseeable
Emergency.  In the event of an Unforeseeable Emergency, the
Administrator may, in its sole discretion, permit the conversion of vested Units
and the corresponding issuance of the number of Shares to the Grantee equal in
value to an amount no greater than the amount necessary to satisfy the emergency
plus any taxes reasonably anticipated as a result of the
distribution.  For purposes of this Section 4(a), “Unforeseeable
Emergency” shall mean an unforeseeable emergency as defined in Code Section
409(a)(2)(B)(ii)(I) (as limited by Code Section 409A(a)(2)(B)(ii)(II)), the
regulations thereunder, and any other published interpretive authority, as
issued or amended from time to time.

     

    (b)  Domestic Relations
Order.  In its sole discretion, the Administrator may permit
acceleration of the time or schedule for the conversion of vested Units and
corresponding issuance of the Shares to an individual other than the Grantee as
may be necessary to fulfill a domestic relations order (as defined in Code
Section 414(p)(1)(B)).

     

    (c)  Conflict of
Interest.  In its sole discretion, the Administrator may permit
acceleration of the time or schedule for the conversion of vested Units and
corresponding issuance of the Shares as may be necessary to comply with certain
ethics rules as provided in Treasury Regulations Section
1.409A-3(j)(4)(iii).

     

    (d) Income Inclusion under
Section 409A of the Code.  To the extent permitted under Code
Section 409A, in its sole discretion, the Administrator may permit acceleration
of the time or schedule for the conversion of vested Units and corresponding
issuance of the Shares at any time this Agreement fails to meet the requirements
of Section 409A of the Code and the corresponding
regulations.  Notwithstanding the foregoing, the accelerated
distribution of Shares upon conversion of vested Units to the Grantee under this
Section 5(d) shall not exceed the number of Shares with a value equal to the
amount required to be included as income by the Grantee as a result of the
failure to meet the requirements of Section 409A of the Code and the
corresponding regulations.

     

    
      (e) Dissolution or
Bankruptcy.  To the extent permitted under Code Section 409A,
the Administrator shall have the authority, in its sole discretion, to terminate
this Agreement and convert vested Units into a distribution of Shares to the
Grantee for all of the

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Shares
subject to this Agreement or, if applicable, to his or her beneficiary within
twelve (12) months of a corporate dissolution taxed under Section 331 of the
Code or with the approval of a bankruptcy court pursuant to 11 U.S.C.
§503(b)(1)(a).  Any unvested Units shall be forfeited upon such
termination of this Agreement.  The total value of the accelerated
distribution of Shares under this Section 5(e) must be included in the Grantee’s
gross income in the latest of:

       

      (i)                             The
calendar year in which the Agreement is terminated; or

       

      (ii)                             The
calendar year in which the issuance of the Shares is administratively
practicable.

       

      (f)           Termination of the Plan by
the Company.  To the extent permitted under Code Section 409A,
the Administrator shall have the authority, in its sole discretion, to terminate
this Agreement and convert vested Units into a distribution of Shares to the
Grantee for all of the Shares subject to this Agreement to the Grantee or, if
applicable, to his or her beneficiary provided that:

       

      (i)                             All
arrangements sponsored by the Company that would be aggregated with the Plan
under Treasury Regulations Section
1.409A-1(c) and all other published interpretive authority as issued or amended
from time to time if all Grantees under the Plan participated in all of the
arrangements are terminated;

       

      (ii)                             No
payments other than issuance of the Shares hereunder and the payments under the
other aggregated arrangements if the termination had not occurred are made
within twelve (12) months of the termination of the Plan and the other
aggregated arrangements;

       

      (iii)                             All
issuance of Shares subject to Awards under the Plan and payments under the other
aggregated arrangements are made within twenty-four (24) months of the
termination of the Plan and the other aggregated arrangements; and

       

                                      (iv)           The
Company does not adopt a new arrangement that would be aggregated with the Plan
and any other terminated arrangements under Treasury Regulations Section 1.409A-1(c) and all
other published interpretive authority as issued or amended from time to time if
Grantees under the Plan had participated in both arrangements, at any time
within five (5) years following the date of termination of the Plan and the
other terminated arrangements.

       

      5.           Taxes.

       

      (a)  Tax
Liability.  The Grantee is ultimately liable and responsible
for all taxes owed by the Grantee in connection with the Award, regardless of
any action the Company or any Related Entity takes with respect to any tax
withholding obligations that arise in connection with the
Award.  Neither the Company nor any Related Entity makes any
representation or undertaking regarding the treatment of any tax withholding in
connection with the grant or vesting of the Award or the subsequent sale of
Shares issuable pursuant to the Award.  The Company does not commit
and is under no obligation to structure the Award to reduce or eliminate the
Grantee’s tax liability.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (b)  Payment of Withholding
Taxes.  Prior to any event in connection with the Award (e.g.,
vesting) that the Company determines may result in any tax withholding
obligation, whether United States federal, state, local or non-U.S., including
any employment tax obligation (the “Tax Withholding Obligation”), the
Grantee must arrange for the satisfaction of the minimum amount of such Tax
Withholding Obligation in a manner acceptable to the Company.

       

      (i)                             By Share
Withholding.  The Grantee authorizes the Company to, upon the
exercise of its sole discretion, withhold from those Shares issuable to the
Grantee, the number of Shares sufficient to satisfy the minimum applicable Tax
Withholding Obligation.  The Grantee acknowledges that the withheld
Shares may not be sufficient to satisfy the Grantee’s minimum Tax Withholding
Obligation.  Accordingly, the Grantee agrees to pay to the Company or
any Related Entity as soon as practicable, including through additional payroll
withholding, any amount of the Tax Withholding Obligation that is not satisfied
by the withholding of Shares described above.

       

      (ii)                             By Sale of
Shares.  Unless the Grantee determines to satisfy the Tax
Withholding Obligation by some other means in accordance with clause (iii)
below, the Grantee’s acceptance of this Award constitutes the Grantee’s
instruction and authorization to the Company and any brokerage firm determined
acceptable to the Company for such purpose to sell on the Grantee’s behalf a
number of Shares from those Shares issuable to the Grantee as the Company
determines to be appropriate to generate cash proceeds sufficient to satisfy the
minimum applicable Tax Withholding Obligation.  Such Shares will be
sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) or
as soon thereafter as practicable.  The Grantee will be responsible
for all broker’s fees and other costs of sale, and the Grantee agrees to
indemnify and hold the Company harmless from any losses, costs, damages, or
expenses relating to any such sale.  To the extent the proceeds of
such sale exceed the Grantee’s minimum Tax Withholding Obligation, the
Company agrees to pay such excess in cash to the Grantee.  The Grantee
acknowledges that the Company or its designee is under no obligation to arrange
for such sale at any particular price, and that the proceeds of any such sale
may not be sufficient to satisfy the Grantee’s minimum Tax Withholding
Obligation.  Accordingly, the Grantee agrees to pay to the Company or
any Related Entity as soon as practicable, including through additional payroll
withholding, any amount of the Tax Withholding Obligation that is not satisfied
by the sale of Shares described above.

       

      Notwithstanding
the foregoing, the Company or a Related Entity also may satisfy any Tax
Withholding Obligation by offsetting any amounts (including, but not limited to,
salary, bonus, and severance payments) payable to the Grantee by the Company
and/or a Related Entity.

       

      6.           Entire Agreement; Governing
Law.  The Notice, the Plan, and this Agreement constitute the
entire agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the Company
and the Grantee with respect to the subject matter hereof, and may not be
modified adversely to the Grantee’s interest except by means of a writing signed
by the Company and the Grantee.  These agreements are to be construed
in accordance with and governed by the internal laws of the State of Nevada
without giving effect to any choice of law or rule that would cause the
application of the laws of any jurisdiction other than the internal laws of the
State of Nevada to the rights and duties of the parties.  Should any
provision of the Notice or this Agreement be determined to be illegal or
unenforceable, the other provisions shall nevertheless remain effective
and shall remain enforceable.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      7.           Construction.  The
captions used in the Notice and this Agreement are inserted for convenience and
shall not be deemed a part of the Award for construction or
interpretation.  Except when otherwise indicated by the context, the
singular shall include the plural and the plural shall include the
singular.  Use of the term “or” is not intended to be exclusive,
unless the context clearly requires otherwise.

       

      8.           Administration and
Interpretation.  Any question or dispute regarding the
administration or interpretation of the Notice, the Plan or this Agreement shall
be submitted by the Grantee or by the Company to the
Administrator.  The resolution of such question or dispute by the
Administrator shall be final and binding on all persons.

       

      9.           Venue and Waiver of Jury
Trial.  The parties agree that any suit, action, or proceeding
arising out of or relating to the Notice, the Plan, or this Agreement shall be
brought in the United States District Court for the District of Nevada (or
should such court lack jurisdiction to hear such action, suit or proceeding, in
a Nevada state court in the county in which the Company is located), and that
the parties shall submit to the jurisdiction of such court.  The
parties irrevocably waive, to the fullest extent permitted by law, any objection
the party may have to the laying of venue for any such suit, action, or
proceeding brought in such court.  THE PARTIES ALSO EXPRESSLY WAIVE
ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION, OR
PROCEEDING.  If any one or more provisions of this Section 9 shall for
any reason be held invalid or unenforceable, it is the specific intent of the
parties that such provisions shall be modified to the minimum extent necessary
to make it or its application valid and enforceable.

       

      10.           Notices.  Any
notice required or permitted hereunder shall be given in writing and shall be
deemed effectively given upon personal delivery, upon deposit for delivery by an
internationally recognized express mail courier service ,or upon deposit in the
United States mail by certified mail (if the parties are within the United
States), with postage and fees prepaid, addressed to the other party at its
address as shown in these instruments, or to such other address as such party
may designate in writing from time to time to the other party.

       

      11.           Amendment and Delay to Meet
the Requirements of Section 409A.  The Grantee acknowledges
that the Company, in the exercise of its sole discretion and without the consent
of the Grantee, may amend or modify this Agreement in any manner and delay the
issuance of any Shares issuable pursuant to this Agreement to the minimum extent
necessary to meet the requirements of Section 409A of the Code as amplified by
any Treasury regulations or guidance from the Internal Revenue Service as the
Company deems appropriate or advisable. Notwithstanding the foregoing, the Company makes no
representation that the Award will comply with Code Section 409A and makes no
undertaking to prevent Code Section 409A from applying to or to mitigate its effect on the
Award.

       

       

      END
OF AGREEMENT

       

      


       

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SOUTHWEST
GAS CORPORATION

      


      2006
RESTRICTED STOCK/UNIT PLAN

       

      [FOR
EMPLOYEES THROUGH VICE PRESIDENTS - REMOVE THIS LINE BEFORE USE]

       

      NOTICE OF RESTRICTED STOCK
UNIT AWARD

       

       

      
        
          	
                  Grantee’s
      Name and Address:

                	 
      
	 
      	 
      
	 
      	 
      


        

         

               You (the “Grantee”) have been granted
an award of Restricted Stock Units (the “Award”), subject to the terms and
conditions of this Notice of Restricted Stock Unit Award (the “Notice”), the
Southwest Gas Corporation 2006 Restricted Stock/Unit Plan, as amended from time
to time (the “Plan”) and the Restricted Stock Unit Agreement (the “Agreement”),
attached hereto, as follows.  Unless otherwise provided herein, the
terms in this Notice shall have the same meaning as those defined in the
Plan.

      

       

       

      
        	
                Award
      Number

              	 
      
	
                Date
      of Award

              	 
      
	
                Total
      Number of Restricted Stock

                Units
      Awarded (the “Units”)

              	 
      


      

       

      Vesting
Schedule:

       

      Subject
to the Grantee’s Continuous Service and other limitations set forth in this
Notice, the Agreement, and the Plan, the Units will “vest” in accordance with
the following schedule:

       

      Forty percent (40%) of the Units
subject to the Award shall vest on the 4th of
January following the Date of Award (the “Vesting Commencement Date”) and thirty
percent (30%) of the Units subject to the Award shall vest on each of the second
and third anniversaries of the Vesting Commencement Date.

       

      Notwithstanding
the foregoing, in the event the Grantee’s Continuous Service terminates as the
result of death, Retirement, or Disability, 100% of the Units shall become fully
vested and no longer subject to forfeiture to the Company.  In
addition, in the event of a Change in Control Event (as defined in the Plan, without regard to clause (v)
of the definition), 100% of the Units shall become fully vested and
no longer subject to forfeiture to the
Company.

       

      For
purposes of this Notice and the Agreement, the term “vest” shall mean, with
respect to any Units, that such Units are no longer subject to forfeiture to the
Company.  If the Grantee would become vested in a fraction of a Unit,
such Unit shall not vest until the Grantee becomes vested in the entire
Unit.

       

      During
any authorized leave of absence, the vesting of the Units as provided in this
schedule shall be suspended (to the extent permitted under Section 409A of the
Code) after the leave of absence exceeds a period of three (3)
months.  The Vesting Schedule of the Units shall be extended by the
length of the suspension.  Vesting of the Units shall resume upon the
Grantee’s termination of the leave of absence and return to service to the
Company or a

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Related
Entity; provided, however, that if the leave of absence exceeds six (6) months,
and a return to service upon expiration of such leave is not guaranteed by
statute or contract, then (a) the Grantee’s Continuous Service shall be deemed
to terminate on the first date following such six-month period and (b) the
Grantee will forfeit the Units that are unvested on the date of the Grantee’s
termination of Continuous Service.  To
the extent an authorized leave of absence
is due to a medically determinable physical or mental impairment that can be
expected to result in death or to last for a continuous period of at least six
(6) months and such impairment causes the Grantee to be unable to perform the
duties of the Grantee’s position employment or of any substantially similar
position of employment, the six (6) month period in the prior sentence shall be
twenty-nine (29) months. An
authorized leave of absence shall include sick leave, military leave, or other
bona fide leave of absence (such as temporary employment by the
government).

       

      In the
event of the Grantee’s change in status from Employee to consultant or Director,
the determination of whether such change in status results in a termination of
Continuous Service will be determined in accordance with Section 409A of the
Code.

       

      Vesting
shall cease upon the date the Grantee terminates Continuous Service for any
reason other than death, Disability, or Retirement.  In the event that, prior
to a Change in Control Event, the Grantee terminates Continuous Service
for any reason other than death, Disability, or Retirement, any Units held by
the Grantee immediately following such termination of the Grantee’s Continuous
Service shall be deemed reconveyed to the Company and the Company shall
thereafter be the legal and beneficial owner of the Units and shall have all
rights and interest in or related thereto without further action by the
Grantee.

       

      IN
WITNESS WHEREOF, the Company and the Grantee have executed this Notice and agree
that the Award is to be governed by the terms and conditions of this Notice, the
Plan, and the Agreement.

       

      
        	 	
                Southwest
      Gas Corporation,

                a
      California corporation

              
	 	
                By:

              	 
      
	 	
                Title:

              	 
      


      

      


       

      THE
GRANTEE ACKNOWLEDGES AND AGREES THAT THE UNITS SHALL VEST, IF AT ALL, ONLY
DURING THE PERIOD OF THE GRANTEE’S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF
BEING HIRED, BEING GRANTED THIS AWARD, OR ACQUIRING SHARES
HEREUNDER).  THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING
IN THIS NOTICE, THE AGREEMENT, NOR IN THE PLAN, SHALL CONFER UPON THE GRANTEE
ANY RIGHT WITH RESPECT TO CONTINUATION OF THE GRANTEE’S CONTINUOUS SERVICE, NOR
SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE’S RIGHT OR THE COMPANY’S RIGHT TO
TERMINATE THE GRANTEE’S CONTINUOUS SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE,
AND WITH OR WITHOUT NOTICE.  THE GRANTEE ACKNOWLEDGES THAT UNLESS THE
GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE
GRANTEE’S STATUS IS AT WILL.

       

      


       


      
        
           


        

        
          2 


          
            

          

        

        
           


        

      


      Grantee Acknowledges and
Agrees:

       

      The
Grantee acknowledges receipt of a copy of the Plan and the Agreement and
represents that he or she is familiar with the terms and provisions thereof, and
hereby accepts the Award subject to all of the terms and provisions hereof and
thereof.  The Grantee has reviewed this Notice, the Agreement,
and the Plan in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Notice and fully understands all provisions of
this Notice, the Agreement, and the Plan.  The Grantee further agrees
and acknowledges that this Award is a non-elective arrangement pursuant to
Section 409A of the Code.

       

      The
Grantee further acknowledges that, from time to time, the Company may be in a
“blackout period,” and/or subject to applicable federal securities laws that
could subject the Grantee to liability for engaging in any transaction involving
the sale of the Company’s Shares.  The Grantee further acknowledges
and agrees that, prior to the sale of any Shares acquired under this Award, it
is the Grantee’s responsibility to determine whether or not such sale of Shares
will subject the Grantee to liability under insider trading rules or other
applicable federal securities laws.

       

      By
signing below (or by providing an electronic signature) and accepting the grant
of the Award, the Grantee: (i) consents to access electronic copies (instead of
receiving paper copies) of this Notice, the Agreement, the Plan, and the Plan
prospectus (collectively, the “Plan Documents”) via the Company’s intranet; (ii)
represents that the Grantee has access to the Company’s intranet; (iii)
acknowledges receipt of electronic copies, or that the Grantee is already in
possession of paper copies, of the Plan Documents; and (iv) acknowledges that
the Grantee is familiar with and accepts the Award subject to the terms and
provisions of the Plan Documents.

       

      The
Grantee hereby agrees that all questions of interpretation and administration
relating to this Notice, the Plan, and the Agreement shall be resolved by the
Administrator in accordance with Section 8 of the Agreement.  The
Grantee further agrees to the venue selection and waiver of a jury trial in
accordance with Section 9 of the Agreement.  The Grantee further
agrees to notify the Company upon any change in his or her residence address
indicated in this Notice.

       

      


      
        	
                Date:

              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Grantee’s
      Signature

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Grantee’s
      Printed Name

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Address

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                City,
      State & Zip

              	 
      


      

      



      
        
           


        

        
           3


          
            

          

        

        
           


        

      


      Award
Number:  __________________

       

      SOUTHWEST
GAS CORPORATION

      2006
RESTRICTED STOCK/UNIT PLAN

      


      RESTRICTED STOCK
UNIT
AGREEMENT

       

      1.           Issuance of
Units.  Southwest Gas Corporation, a California corporation
(the “Company”), hereby issues to the Grantee (the “Grantee”) named in the
Notice of Restricted Stock Unit Award (the “Notice”) an award (the “Award”) of
the Total Number of Restricted Stock Units Awarded set forth in the Notice (the
“Units”), subject to the Notice, this Restricted Stock Unit Agreement (the
“Agreement”) and the terms and provisions of the Southwest Gas Corporation 2006
Restricted Stock/Unit Plan, as amended from time to time (the “Plan”), which is
incorporated herein by reference.  Unless otherwise provided herein,
the terms in this Agreement shall have the same meaning as those defined in the
Plan.

       

      2.           Transfer
Restrictions.  The Units may not be transferred in any manner
other than by will or by the laws of descent and
distribution.  Notwithstanding the foregoing, the Grantee may
designate a beneficiary of the Units in the event of the Grantee’s death on a
beneficiary designation form provided by the Company.  The terms of
this Agreement shall be binding upon the executors, administrators, heirs,
successors, and transferees of the Grantee.

       

      3.           Conversion of Units and
Issuance of Shares.

       

      (a) General.  Subject
to Section 3(b), one share of Common Stock shall be issuable for each Unit
subject to the Award (the “Shares”) upon the earliest of: (i) vesting (other than vesting pursuant to
(A) a Change in Control Event which is not a 409A Change in Control Event (as
defined below) or (B) a termination of Continuous Service which is not a “separation from service” (a “409A
Separation from Service”), if the issuance
following such vesting would not satisfy the “short term deferral” rule, as both of such terms are defined in the Treasury
regulations and other guidance under Code Section 409A); (ii) immediately
prior to the specified effective date of a Change in Control Event (as defined
in the Plan, without regard to clause (v) of the
definition) which also constitutes a “change in the ownership or
effective control, or in the ownership of a substantial portion of the assets”
(as defined in Section 409A of the Code) of the Company (a “409A Change in
Control Event”); and (iii) following a
Change in Control Event (as defined in the Plan, without regard to clause (v)
of the definition) or other vesting event
which did not result in the conversion of Units into Common Stock, any
termination of the Grantee’s employment or other service to the Company or a
Related Entity that constitutes a 409A Separation from
Service.  Immediately thereafter, or as soon as
administratively feasible, the Company will transfer such Shares to the Grantee
upon satisfaction of any required tax or other withholding
obligations.

       

      (b) Delay of
Conversion.  The conversion of the Units to Common Stock under
Section 3(a), above, shall be delayed in the event the Company reasonably
anticipates that the issuance of Common Stock would constitute a violation of
federal securities laws or other Applicable Law.  If the conversion of
the Units to Common Stock is delayed by the provisions of this Section 3(b), the
conversion of the Units to Common Stock shall occur at the earliest date at
which the Company reasonably anticipates issuing the Common Stock will not cause
a violation

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      of
federal securities laws or other Applicable Law.  For purposes of this
Section 3(b), the issuance of Common Stock that would cause inclusion in gross
income or the application of any penalty provision or other provision of the
Code is not considered a violation of Applicable Law.

       

      (c) Delay of Issuance of
Shares.  The Company shall delay the issuance of any shares of
Common Stock under this Section 3 to the extent it is necessary to comply with Section
409A(a)(2)(B)(i) of the Code (relating to payments made to certain “key
employees” of certain publicly-traded companies); in such event, any shares of
Common Stock to which the Grantee would otherwise be entitled during the six (6)
month period following the date of the Grantee’s termination of Continuous
Service will be issued on the first business day following the expiration
of such six (6) month period.

       

      (d)  Right to Shares;
Dividends.  The Grantee shall not have any right in, to or with
respect to any of the Shares (including any voting rights or rights with respect
to dividends paid on the Common Stock), issuable under the Award until the Award
is settled by the issuance of such Shares to the Grantee; provided, however, that the Grantee’s
Units shall be credited with notional dividends at the same time, in the same
form, and in equivalent amounts as dividends that are payable from time to time
on Shares.  Any such notional dividends shall be valued as of the date
on which they are credited to the Grantee and reallocated to acquire additional
Units.  Such additional Units shall vest in accordance with the
vesting schedule set forth in the applicable Notice, as if such Units had been
issued on the Date of Award.

       

      4.           Accelerated Conversion of
Units and Issuance of Shares.  To the extent permitted under
Code Section 409A, in its sole discretion, the Administrator may permit
acceleration of the time or schedule for the conversion of vested Units and
corresponding issuance of the Shares at any time this Agreement fails to meet
the requirements of Section 409A of the Code and the corresponding
regulations.  Notwithstanding the foregoing, the accelerated
distribution of Shares upon conversion of vested Units to the Grantee under this
Section 4 shall not exceed the number of Shares with a value equal to the amount
required to be included as income by the Grantee as a result of the failure to
meet the requirements of Section 409A of the Code and the corresponding
regulations.

       

      5.           Taxes.

       

      (a) Tax
Liability.  The Grantee is ultimately liable and responsible
for all taxes owed by the Grantee in connection with the Award, regardless of
any action the Company or any Related Entity takes with respect to any tax
withholding obligations that arise in connection with the
Award.  Neither the Company nor any Related Entity makes any
representation or undertaking regarding the treatment of any tax withholding in
connection with the grant or vesting of the Award or the subsequent sale of
Shares issuable pursuant to the Award.  The Company does not commit
and is under no obligation to structure the Award to reduce or eliminate the
Grantee’s tax liability.

       

      (b) Payment of Withholding
Taxes.  Prior to any event in connection with the Award (e.g.,
vesting) that the Company determines may result in any tax withholding
obligation, whether United States federal, state, local or non-U.S., including
any employment tax obligation (the “Tax Withholding Obligation”), the Grantee
must arrange for the satisfaction of the minimum amount of such Tax Withholding
Obligation in a manner acceptable to the Company.

       

      (i)           By Share
Withholding.  The Grantee authorizes the Company to, upon the
exercise of its sole discretion, withhold from those Shares issuable to the
Grantee, the

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      number of
Shares sufficient to satisfy the minimum applicable Tax Withholding
Obligation.  The Grantee acknowledges that the withheld Shares may not
be sufficient to satisfy the Grantee’s minimum Tax Withholding
Obligation.  Accordingly, the Grantee agrees to pay to the Company or
any Related Entity as soon as practicable, including through additional payroll
withholding, any amount of the Tax Withholding Obligation that is not satisfied
by the withholding of Shares described above.

       

      (ii)           By Sale of
Shares.  Unless the Grantee determines to satisfy the Tax
Withholding Obligation by some other means in accordance with clause (iii)
below, the Grantee’s acceptance of this Award constitutes the Grantee’s
instruction and authorization to the Company and any brokerage firm determined
acceptable to the Company for such purpose to sell on the Grantee’s behalf a
number of Shares from those Shares issuable to the Grantee as the Company
determines to be appropriate to generate cash proceeds sufficient to satisfy the
minimum applicable Tax Withholding Obligation.  Such Shares will be
sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) or
as soon thereafter as practicable.  The Grantee will be responsible
for all broker’s fees and other costs of sale, and the Grantee agrees to
indemnify and hold the Company harmless from any losses, costs, damages, or
expenses relating to any such sale.  To the extent the proceeds of
such sale exceed the Grantee’s minimum Tax Withholding Obligation, the Company
agrees to pay such excess in cash to the Grantee.  The Grantee
acknowledges that the Company or its designee is under no obligation to arrange
for such sale at any particular price, and that the proceeds of any such sale
may not be sufficient to satisfy the Grantee’s minimum Tax Withholding
Obligation.  Accordingly, the Grantee agrees to pay to the Company or
any Related Entity as soon as practicable, including through additional payroll
withholding, any amount of the Tax Withholding Obligation that is not satisfied
by the sale of Shares described above.

       

      Notwithstanding
the foregoing, the Company or a Related Entity also may satisfy any Tax
Withholding Obligation by offsetting any amounts (including, but not limited to,
salary, bonus, and severance payments) payable to the Grantee by the Company
and/or a Related Entity.

       

      6.           Entire Agreement; Governing
Law.  The
Notice, the Plan, and this Agreement constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and the Grantee
with respect to the subject matter hereof, and may not be modified adversely to
the Grantee’s interest except by means of a writing signed by the Company and
the Grantee.  These agreements are to be construed in accordance with
and governed by the internal laws of the State of Nevada without giving effect
to any choice of law or rule that would cause the application of the laws of any
jurisdiction other than the internal laws of the State of Nevada to the rights
and duties of the parties.  Should any provision of the Notice
or this Agreement be determined to be illegal or unenforceable, the other
provisions shall nevertheless remain effective and shall remain
enforceable.

       

      7.           Construction.  The
captions used in the Notice and this Agreement are inserted for convenience and
shall not be deemed a part of the Award for construction or
interpretation.  Except when otherwise indicated by the context, the
singular shall include the plural and the plural shall include the
singular.  Use of the term “or” is not intended to be exclusive,
unless the context clearly requires otherwise.

       

      8.           Administration and
Interpretation.  Any question or dispute regarding the
administration or interpretation of the Notice, the Plan or this Agreement shall
be submitted by

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      the
Grantee or by the Company to the Administrator.  The resolution of
such question or dispute by the Administrator shall be final and binding on all
persons.

       

      9.           Venue and Waiver of Jury
Trial.  The parties agree that any suit, action, or proceeding
arising out of or relating to the Notice, the Plan, or this Agreement shall be
brought in the United States District Court for the District of Nevada (or
should such court lack jurisdiction to hear such action, suit or proceeding, in
a Nevada state court in the county in which the Company is located), and that
the parties shall submit to the jurisdiction of such court.  The
parties irrevocably waive, to the fullest extent permitted by law, any objection
the party may have to the laying of venue for any such suit, action, or
proceeding brought in such court.  THE PARTIES ALSO EXPRESSLY WAIVE
ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION, OR
PROCEEDING.  If any one or more provisions of this Section 9 shall for
any reason be held invalid or unenforceable, it is the specific intent of the
parties that such provisions shall be modified to the minimum extent necessary
to make it or its application valid and enforceable.

       

      10.           Notices.  Any
notice required or permitted hereunder shall be given in writing and shall be
deemed effectively given upon personal delivery, upon deposit for delivery by an
internationally recognized express mail courier service, or upon deposit in the
United States mail by certified mail (if the parties are within the United
States), with postage and fees prepaid, addressed to the other party at its
address as shown in these instruments, or to such other address as such party
may designate in writing from time to time to the other party.

       

      11.           Amendment and Delay to Meet
the Requirements of Section 409A.  The Grantee acknowledges
that the Company, in the exercise of its sole discretion and without the consent
of the Grantee, may amend or modify this Agreement in any manner and delay the
issuance of any Shares issuable pursuant to this Agreement to the
minimum extent necessary to meet the requirements of Section 409A of the
Code as amplified by any Treasury regulations or guidance from the Internal
Revenue Service as the Company deems appropriate or advisable. Notwithstanding the foregoing, the Company makes
no representation that the Award will
comply with Code Section 409A and makes no undertaking to prevent Code Section
409A from applying to the Award or to mitigate its effects on the
Award.

       

      END
OF AGREEMENT

       

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


       SOUTHWEST
GAS CORPORATION

       

      2006
RESTRICTED STOCK/UNIT PLAN

       

      [FOR
EXECUTIVE OFFICERS - SENIOR VICE PRESIDENT AND ABOVE - REMOVE THIS LINE BEFORE
USE]

       

      NOTICE OF RESTRICTED STOCK
UNIT AWARD

       

      
        
          
            	
                    Grantee’s
      Name and Address:

                  	 
      
	 
      	 
      
	 
      	 
      


          

           

        

        
          You (the “Grantee”) have been granted an award of Restricted Stock Units
(the “Award”), subject to the terms and conditions of this Notice of Restricted
Stock Unit Award (the “Notice”), the Southwest Gas Corporation 2006 Restricted
Stock/Unit Plan, as amended from time to time (the “Plan”) and the Restricted
Stock Unit Agreement (the “Agreement”), attached hereto, as
follows.  Unless otherwise provided herein, the terms in this Notice
shall have the same meaning as those defined in the Plan.

             

          

        

        
          	
                  Award
      Number

                	 
      
	
                  Date
      of Award

                	 
      
	
                  Total
      Number of Restricted Stock

                  Units
      Awarded (the “Units”)

                	 
      


        

      

      Vesting
Schedule:

       

      Subject
to the Grantee’s Continuous Service and other limitations set forth in this
Notice, the Agreement, and the Plan, the Units will “vest” in accordance with
the following schedule:

       

      Forty percent (40%) of the Units
subject to the Award shall vest on the 4th of
January following the Date of Award (the “Vesting Commencement Date”) and thirty
percent (30%) of the Units subject to the Award shall vest on each of the second
and third anniversaries of the Vesting Commencement Date.

       

      Notwithstanding
the foregoing, in the event the Grantee’s Continuous Service terminates as the
result of death, Retirement, or Disability, 100% of the Units shall become fully
vested and no longer subject to forfeiture to the Company.  In
addition, in the event of a Change in Control Event (as defined in the Plan, without regard to clause (v)
of the definition), 100% of the Units shall become fully vested and no longer
subject to forfeiture to the Company.

       

      In
addition, in the event the Grantee terminates his or her Continuous Service for
“Good Reason” (as defined in Appendix A of the Plan), 100% of the Units shall
become fully vested and no longer subject to forfeiture to the
Company.

       

      For
purposes of this Notice and the Agreement, the term “vest” shall mean, with
respect to any Units, that such Units are no longer subject to forfeiture to the
Company.  If the Grantee would become vested in a fraction of a Unit,
such Unit shall not vest until the Grantee becomes vested in the entire
Unit.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      During
any authorized leave of absence, the vesting of the Units as provided in this
schedule shall be suspended (to the extent permitted under Section 409A of the
Code) after the leave of absence exceeds a period of three (3)
months.  The Vesting Schedule of the Units shall be extended by the
length of the suspension.  Vesting of the Units shall resume upon the
Grantee’s termination of the leave of absence and return to service to the
Company or a Related Entity; provided, however, that if the leave of absence
exceeds six (6) months, and a return to service upon expiration of such leave is
not guaranteed by statute or contract, then (a) the Grantee’s Continuous Service
shall be deemed to terminate on the first date following such six-month period
and (b) the Grantee will forfeit the Units that are unvested on the date of the
Grantee’s termination of Continuous Service.  To the extent an authorized leave of absence is due to a
medically determinable physical or mental impairment that can be expected to
result in death or to last for a continuous
period of at least six (6) months and such impairment causes the Grantee to be
unable to perform the duties of the Grantee’s position
employment or of any substantially similar position of employment, the six (6)
month period in the prior sentence shall be twenty-nine (29) months.  An authorized leave of absence shall
include sick leave, military leave, or other bona fide leave of absence (such as
temporary employment by the government).

       

      In the
event of the Grantee’s change in status from Employee to consultant or Director,
the determination of whether such change in status results in a termination of
Continuous Service will be determined in accordance with Section 409A of the
Code.

       

      Vesting
shall cease upon the date the Grantee terminates Continuous Service for any
reason other than death, Disability, Retirement, or termination of such service
by the Grantee for Good Reason.  In the event that, prior to a Change in Control Event, the Grantee terminates Continuous Service
for any reason other than death, Disability, Retirement, or termination of such
service by the Grantee for Good Reason, any Units held by the Grantee
immediately following such termination of the Grantee’s Continuous Service shall
be deemed reconveyed to the Company and the Company shall thereafter be the
legal and beneficial owner of the Units and shall have all rights and interest
in or related thereto without further action by the Grantee.

       

      IN
WITNESS WHEREOF, the Company and the Grantee have executed this Notice and agree
that the Award is to be governed by the terms and conditions of this Notice, the
Plan, and the Agreement.

       

      
        	 	
                Southwest
      Gas Corporation,

                a
      California corporation

              
	 	
                By:

              	 
      
	 	
                Title:

              	 
      


      

       

      THE
GRANTEE ACKNOWLEDGES AND AGREES THAT THE UNITS SHALL VEST, IF AT ALL, ONLY
DURING THE PERIOD OF THE GRANTEE’S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF
BEING HIRED, BEING GRANTED THIS AWARD, OR ACQUIRING SHARES
HEREUNDER).  THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING
IN THIS NOTICE, THE AGREEMENT, NOR IN THE PLAN, SHALL CONFER UPON THE GRANTEE
ANY RIGHT WITH RESPECT TO CONTINUATION OF THE GRANTEE’S CONTINUOUS SERVICE, NOR
SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE’S RIGHT OR THE COMPANY’S RIGHT TO
TERMINATE THE GRANTEE’S CONTINUOUS SERVICE AT ANY TIME, WITH OR
WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE.  THE GRANTEE
ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS

       


      
        
           


        

        
           2


          
            

          

        

        
           


        

      


      A WRITTEN
EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE GRANTEE’S STATUS IS
AT WILL.

       

      Grantee Acknowledges and
Agrees:

       

      The
Grantee acknowledges receipt of a copy of the Plan and the Agreement and
represents that he or she is familiar with the terms and provisions thereof, and
hereby accepts the Award subject to all of the terms and provisions hereof and
thereof.  The Grantee has reviewed this Notice, the Agreement, and the
Plan in their entirety, has had an opportunity to obtain the advice of counsel
prior to executing this Notice and fully understands all provisions of this
Notice, the Agreement, and the Plan.  The Grantee further agrees and
acknowledges that this Award is a non-elective arrangement pursuant to Section
409A of the Code.

       

      The
Grantee further acknowledges that, from time to time, the Company may be in a
“blackout period,” and/or subject to applicable federal securities laws that
could subject the Grantee to liability for engaging in any transaction involving
the sale of the Company’s Shares.  The Grantee further acknowledges
and agrees that, prior to the sale of any Shares acquired under this Award, it
is the Grantee’s responsibility to determine whether or not such sale of Shares
will subject the Grantee to liability under insider trading rules or other
applicable federal securities laws.

       

      By
signing below (or by providing an electronic signature) and accepting the grant
of the Award, the Grantee: (i) consents to access electronic copies (instead of
receiving paper copies) of this Notice, the Agreement, the Plan, and the Plan
prospectus (collectively, the “Plan Documents”) via the Company’s intranet; (ii)
represents that the Grantee has access to the Company’s intranet; (iii)
acknowledges receipt of electronic copies, or that the Grantee is already in
possession of paper copies, of the Plan Documents; and (iv) acknowledges that
the Grantee is familiar with and accepts the Award subject to the terms and
provisions of the Plan Documents.

       

      The
Grantee hereby agrees that all questions of interpretation and administration
relating to this Notice, the Plan, and the Agreement shall be resolved by the
Administrator in accordance with Section 8 of the Agreement.  The
Grantee further agrees to the venue selection and waiver of a jury trial in
accordance with Section 9 of the Agreement.  The Grantee further
agrees to notify the Company upon any change in his or her residence address
indicated in this Notice.

       

      
        	
                Date:

              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Grantee’s
      Signature

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Grantee’s
      Printed Name

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Address

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                City,
      State & Zip

              	 
      


      

      



      
        
           


        

        
           3


          
            

          

        

        
           


        

      


      Award
Number:  __________________

       

      SOUTHWEST
GAS CORPORATION

      2006
RESTRICTED STOCK/UNIT PLAN

      


      RESTRICTED STOCK UNIT
AGREEMENT

       

      1.           Issuance of
Units.  Southwest Gas Corporation, a California corporation
(the “Company”), hereby issues to the Grantee (the “Grantee”) named in the
Notice of Restricted Stock Unit Award (the “Notice”) an award (the “Award”) of
the Total Number of Restricted Stock Units Awarded set forth in the Notice (the
“Units”), subject to the Notice, this Restricted Stock Unit Agreement (the
“Agreement”) and the terms and provisions of the Southwest Gas Corporation 2006
Restricted Stock/Unit Plan, as amended from time to time (the “Plan”), which is
incorporated herein by reference.  Unless otherwise provided herein,
the terms in this Agreement shall have the same meaning as those defined in the
Plan.

       

      2.           Transfer
Restrictions.  The Units may not be transferred in any manner
other than by will or by the laws of descent and
distribution.  Notwithstanding the foregoing, the Grantee may
designate a beneficiary of the Units in the event of the Grantee’s death on a
beneficiary designation form provided by the Company.  The terms of
this Agreement shall be binding upon the executors, administrators, heirs,
successors, and transferees of the Grantee.

       

      3.           Conversion of Units and
Issuance of Shares.

       

      (a)  General.   Subject
to Section 3(b), one share of Common Stock shall be issuable for each Unit
subject to the Award (the “Shares”) upon the earliest of: (i) vesting (other than vesting pursuant to
(A) a Change in Control Event which is not a 409A Change in Control Event (as
defined below) or (B) a termination of Continuous Service which is not a
“separation from service” (a
“409A Separation from Service”), if the issuance following such vesting would not
satisfy the “short term
deferral” rule, as both of such terms are
defined in the Treasury regulations and other guidance under Code Section
409A); (ii) immediately prior to the specified effective date of a Change
in Control Event (as defined in the Plan, without
regard to clause (v) of the definition) which also constitutes a “change
in the ownership or effective control, or in the ownership of a substantial
portion of the assets” (as defined in Section 409A of the Code) of the
Company (a “409A Change in Control Event”); and (iii) following a Change in Control Event (as
defined in the Plan, without regard to clause (v) of the definition) or other
vesting event which did not result in the
conversion of Units into Common Stock, any termination of the
Grantee’s employment or other service to the Company or a
Related Entity that constitutes a 409A Separation from
Service.  Immediately thereafter, or as soon as
administratively feasible, the Company will transfer such Shares to the Grantee
upon satisfaction of any required tax or other withholding
obligations.

       

      (b)  Delay of
Conversion.  The conversion of the Units to Common Stock under
Section 3(a), above, shall be delayed in the event the Company reasonably
anticipates that the issuance of Common Stock would constitute a violation of
federal securities laws or other Applicable Law.  If the conversion of
the Units to Common Stock is delayed by the provisions of this Section 3(b), the
conversion of the Units to Common Stock shall occur at the earliest date at
which the Company reasonably anticipates issuing the Common Stock will not cause
a violation

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      of
federal securities laws or other Applicable Law.  For purposes of this
Section 3(b), the issuance of Common Stock that would cause inclusion in gross
income or the application of any penalty provision or other provision of the
Code is not considered a violation of Applicable Law.

       

      (c)  Delay of
Issuance of Shares.  The Company shall delay the issuance of
any shares of Common Stock under this Section 3 to the extent it is necessary to comply with Section
409A(a)(2)(B)(i) of the Code (relating to payments made to certain “key
employees” of certain publicly-traded companies); in such event, any shares of
Common Stock to which the Grantee would otherwise be entitled during the six (6)
month period following the date of the Grantee’s termination of Continuous
Service will be issued on the first business day following the expiration of
such six (6) month period.

       

      (d)  Right to Shares;
Dividends.  The Grantee shall not have any right in, to, or
with respect to any of the Shares (including any voting rights or rights with
respect to dividends paid on the Common Stock) issuable under the Award until
the Award is settled by the issuance of such Shares to the Grantee; provided, however, that the Grantee’s
Units shall be credited with notional dividends at the same time, in the same
form, and in equivalent amounts as dividends that are payable from time to time
on Shares.  Any such notional dividends shall be valued as of the date
on which they are credited to the Grantee and reallocated to acquire additional
Units.  Such additional Units shall vest in accordance with the
vesting schedule set forth in the applicable Notice, as if such Units had been
issued on the Date of Award.

       

      4.           Accelerated Conversion of
Units and Issuance of Shares.  To the extent permitted under
Code Section 409A, in its sole discretion, the Administrator may permit
acceleration of the time or schedule for the conversion of vested Units and
corresponding issuance of the Shares at any time this Agreement fails to meet
the requirements of Section 409A of the Code and the corresponding
regulations.  Notwithstanding the foregoing, the accelerated
distribution of Shares upon conversion of vested Units to the Grantee under this
Section 4 shall not exceed the number of Shares with a value equal to the amount
required to be included as income by the Grantee as a result of the failure to
meet the requirements of Section 409A of the Code and the corresponding
regulations.

       

      5.           Taxes.

       

      (a)           Tax
Liability.  The Grantee is ultimately liable and responsible
for all taxes owed by the Grantee in connection with the Award, regardless of
any action the Company or any Related Entity takes with respect to any tax
withholding obligations that arise in connection with the
Award.  Neither the Company nor any Related Entity makes any
representation or undertaking regarding the treatment of any tax withholding in
connection with the grant or vesting of the Award or the subsequent sale of
Shares issuable pursuant to the Award.  The Company does not commit
and is under no obligation to structure the Award to reduce or eliminate the
Grantee’s tax liability.

       

      (b)           Payment of Withholding
Taxes.  Prior to any event in connection with the Award (e.g.,
vesting) that the Company determines may result in any tax withholding
obligation, whether United States federal, state, local or non-U.S., including
any employment tax obligation (the “Tax Withholding Obligation”), the Grantee
must arrange for the satisfaction of the minimum amount of such Tax Withholding
Obligation in a manner acceptable to the Company.

       

      (i)           By Share
Withholding.  The Grantee authorizes the Company to, upon the
exercise of its sole discretion, withhold from those Shares issuable to the
Grantee, the

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      number of
Shares sufficient to satisfy the minimum applicable Tax Withholding
Obligation.  The Grantee acknowledges that the withheld Shares may not
be sufficient to satisfy the Grantee’s minimum Tax Withholding
Obligation.  Accordingly, the Grantee agrees to pay to the Company or
any Related Entity as soon as practicable, including through additional payroll
withholding, any amount of the Tax Withholding Obligation that is not satisfied
by the withholding of Shares described above.

       

      (ii)           By Sale of
Shares.  Unless the Grantee determines to satisfy the Tax
Withholding Obligation by some other means in accordance with clause (iii)
below, the Grantee’s acceptance of this Award constitutes the Grantee’s
instruction and authorization to the Company and any brokerage firm determined
acceptable to the Company for such purpose to sell on the Grantee’s behalf a
number of Shares from those Shares issuable to the Grantee as the Company
determines to be appropriate to generate cash proceeds sufficient to satisfy the
minimum applicable Tax Withholding Obligation.  Such Shares will be
sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) or
as soon thereafter as practicable.  The Grantee will be responsible
for all broker’s fees and other costs of sale, and the Grantee agrees to
indemnify and hold the Company harmless from any losses, costs, damages, or
expenses relating to any such sale.  To the extent the proceeds of
such sale exceed the Grantee’s minimum Tax Withholding Obligation, the Company
agrees to pay such excess in cash to the Grantee.  The Grantee
acknowledges that the Company or its designee is under no obligation to arrange
for such sale at any particular price, and that the proceeds of any such sale
may not be sufficient to satisfy the Grantee’s minimum Tax Withholding
Obligation.  Accordingly, the Grantee agrees to pay to the Company or
any Related Entity as soon as practicable, including through additional payroll
withholding, any amount of the Tax Withholding Obligation that is not satisfied
by the sale of Shares described above.

       

      Notwithstanding
the foregoing, the Company or a Related Entity also may satisfy any Tax
Withholding Obligation by offsetting any amounts (including, but not limited to,
salary, bonus, and severance payments) payable to the Grantee by the Company
and/or a Related Entity.

       

      6.           Entire Agreement; Governing
Law.  The Notice, the Plan, and this Agreement constitute the
entire agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the Company
and the Grantee with respect to the subject matter hereof, and may not be
modified adversely to the Grantee’s interest except by means of a writing signed
by the Company and the Grantee.  These agreements are to be construed
in accordance with and governed by the internal laws of the State of Nevada
without giving effect to any choice of law or rule that would cause the
application of the laws of any jurisdiction other than the internal laws of the
State of Nevada to the rights and duties of the parties.  Should any
provision of the Notice or this Agreement be determined to be illegal or
unenforceable, the other provisions shall nevertheless remain effective and
shall remain enforceable.

       

      7.           Construction.  The
captions used in the Notice and this Agreement are inserted for convenience and
shall not be deemed a part of the Award for construction or
interpretation.  Except when otherwise indicated by the context, the
singular shall include the plural and the plural shall include the
singular.  Use of the term “or” is not intended to be exclusive,
unless the context clearly requires otherwise.

       

      8.           Administration and
Interpretation.  Any question or dispute regarding the
administration or interpretation of the Notice, the Plan or this Agreement shall
be submitted by

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      the
Grantee or by the Company to the Administrator.  The resolution of
such question or dispute by the Administrator shall be final and binding on all
persons.

       

      9.           Venue and Waiver of Jury
Trial.  The parties agree that any suit, action, or proceeding
arising out of or relating to the Notice, the Plan, or this Agreement shall be
brought in the United States District Court for the District of Nevada (or
should such court lack jurisdiction to hear such action, suit or proceeding, in
a Nevada state court in the county in which the Company is located), and that
the parties shall submit to the jurisdiction of such court.  The
parties irrevocably waive, to the fullest extent permitted by law, any objection
the party may have to the laying of venue for any such suit, action, or
proceeding brought in such court.  THE PARTIES ALSO EXPRESSLY WAIVE
ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION,
OR PROCEEDING.  If any one or more provisions of this
Section  9 shall for any reason be held invalid or unenforceable, it
is the specific intent of the parties that such provisions shall be modified to
the minimum extent necessary to make it or its application valid and
enforceable.

       

      10.           Notices.  Any
notice required or permitted hereunder shall be given in writing and shall be
deemed effectively given upon personal delivery, upon deposit for delivery by an
internationally recognized express mail courier service, or upon deposit in the
United States mail by certified mail (if the parties are within the United
States), with postage and fees prepaid, addressed to the other party at its
address as shown in these instruments, or to such other address as such
party may designate in writing from time to time to the other
party.

       

      11.           Amendment and Delay to Meet
the Requirements of Section 409A.  The Grantee acknowledges
that the Company, in the exercise of its sole discretion and without the consent
of the Grantee, may amend or modify this Agreement in any manner and delay the
issuance of any Shares issuable pursuant to this Agreement to the minimum extent
necessary to meet the requirements of Section 409A of the Code as amplified by
any Treasury regulations or guidance from the Internal Revenue Service as the
Company deems appropriate or advisable. Notwithstanding the foregoing, the Company makes no
representation that the Award will comply with Code Section 409A and makes no undertaking to prevent Code
Section 409A from applying to the Award or to mitigate its effects on the
Award.

       

      END
OF AGREEMENT