exhibit4-1.htm


    
 

    SOUTHWEST
GAS CORPORATION

    


    EMPLOYEES'
INVESTMENT PLAN

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    Amended
and Restated -- Effective January 1, 1989

    Amended
and Restated -- Effective December 1, 1994

    Amended
and Restated -- Effective July 1, 1996

    Amended
and Restated -- Effective October 1, 2001

    Amended
and Restated -- Effective January 3, 2003

    Amended
and Restated -- Effective March 28, 2005

    Amended
and Restated -- Effective February 1, 2006

    Amended
and Restated -- Effective January 1, 2006

    Amended
and Restated -- Effective October 1, 2007

    Amended
and Restated -- Effective January 1, 2008

    Amended
and Restated -- Effective April 1, 2008

    Amended
and Restated -- Effective July 1, 2008

    Amended
and Restated -- Effective January 1, 2008


    
      
         


      

      
         i


        
          

        

      

      
         


      

    


    INTRODUCTION

    


    The
Southwest Gas Corporation Employee's Investment Plan, as amended and restated
here, constitutes a continuation of the Plan as originally effective April 1,
1965.  The Plan is a profit sharing plan with a cash or deferred
arrangement.

    


    The
purposes of this Fourth Amendment are to amend and restate the terms of the Plan
to: (a) change the Plan’s eligibility rules; (b) change the Plan’s claims
procedures to comply with new ERISA claims procedure regulations; (c) cause the
Plan to adopt model amendment language out of Internal Revenue Service Notice
2000-18, dealing with Code Section 401(a)(9) regulations, and Notice 2001-37,
dealing with the definition of compensation and qualified transportation fringe
benefits; (d) make changes to the Plan so as to cause the Plan to comply with
changes made by the Uruguay Round Agreements, Pub. L. 103-465 (GATT); the
Uniformed Services Employment and Reemployment Rights Act of 1994) (USERRA); The
Small Business Job Protection Act of 1996, Pub. L. 104-188 (SBJPA) (including
Code Section 414(u); the Tax Payer Relief Act of 1997 (TRA’97); and The Internal
Revenue Service Restructuring and Reform Act of 1998 (RRA), (e) adopt changes to
the Plan to comply with the mandatory requirements and selected options
permitted by the Economic Growth and Tax Relief Reconciliation Act of 2001
(EGTRRA) and (f), effective as January 1, 2002, to designate the portion of the
Plan invested in Company Stock (consisting of (i) Company Matching Contributions
and (ii) Participant Deferrals), as an Employee Stock Ownership Plan (“ESOP”),
as defined in Code Section 4975.

    


    As
amended, the Plan contains an ESOP which is designed to invest primarily in
qualifying employer securities.  It is the intention of the Company
that (i) the non-ESOP portion of the Plan (the "Profit-Sharing Plan") shall be a
profit-sharing plan that is qualified under Code Sections 401(a) and 401(k),
(ii) the ESOP portion of the Plan shall be both a stock bonus plan and an
employee stock ownership plan that is qualified under Code Sections 401(a) and
4975(e)(7) and described in ERISA Section 407(d)(6), (iii) that the
Profit-Sharing Plan and the ESOP together shall constitute a single plan under
Treasury Regulation Section 1.414(1)-1(b)(1); (iv) that the Plan shall satisfy
the requirements of ERISA; and (v) that the Trust Fund maintained under the Plan
shall be tax-exempt under Code Section 501(a).

    


    The
provisions in the other sections of the Plan shall apply to the ESOP in the same
fashion as they apply to the Profit Sharing Plan, except to the extent such
provisions are by their terms inapplicable to the ESOP.  The amendment
of the Plan to include the ESOP shall not affect any beneficiary designation or
other applicable agreements, elections, or consents that Participants, spouses
or beneficiaries validly executed under the terms of the Plan before the January
1, 2002 effective date of the ESOP, and such designations, elections, and
consents shall be applied under the ESOP in the same manner as they applied
under the Plan before the addition of the ESOP.

    


    This
restatement of the Plan shall be effective on October 1, 2001; provided,
however, that if a provision of this restatement of the Plan has a specific
effective date other than October 1, 2001, the date so specified shall be the
effective date of such provision.

    



    
      
         


      

      
         ii


        
          

        

      

      
         


      

    


    

      
        	 
      	
                TABLE OF
      CONTENTS

              	 
      
	
                ARTICLE

              	 
      	 
      	
                Page

              
	 
      	 
      	 
      	 
      	 
      
	 
      	
                1.

              	
                DEFINITIONS

              	 
      
	 
      	 
      	
                Accounts

              	
                1

              
	 
      	 
      	
                Affiliated
      Company

              	
                1

              
	 
      	 
      	
                Alternate
      Payee

              	
                1

              
	 
      	 
      	
                Beneficiary

              	
                1

              
	 
      	 
      	
                Board

              	 
      	
                1

              
	 
      	 
      	
                Business
      Day

              	
                1

              
	 
      	 
      	
                Code

              	
                2

              
	 
      	 
      	
                Committee

              	
                2

              
	 
      	 
      	
                Company

              	
                2

              
	 
      	 
      	
                Company
      Matching Contributions

              	
                2

              
	 
      	 
      	
                Company
      Matching Contributions Account

              	
                2

              
	 
      	 
      	
                Company
      Stock

              	 
      
	 
      	 
      	
                Compensation

              	
                2

              
	 
      	 
      	
                Deferral
      Account

              	
                4

              
	 
      	 
      	
                Deferrals

              	
                4

              
	 
      	 
      	
                Effective
      Date

              	
                4

              
	 
      	 
      	
                Eligible
      Employee

              	
                4

              
	 
      	 
      	
                Employee

              	
                4

              
	 
      	 
      	
                Employee
      Stock Ownership Plan

              	
                4

              
	 
      	 
      	
                Employer
      Securities

              	
                5

              
	 
      	 
      	
                Entry
      Date

              	
                5

              
	 
      	 
      	
                ERISA

              	
                5

              
	 
      	 
      	
                Five
      Percent Owner

              	
                5

              
	 
      	 
      	
                Frozen
      After Tax Account

              	
                5

              
	 
      	 
      	
                Hour
      of Service

              	
                5

              
	 
      	 
      	
                Leased
      Employee

              	
                5

              
	 
      	 
      	
                Normal
      Retirement Age

              	
                5

              
	 
      	 
      	
                Normal
      Retirement Date

              	
                5

              
	 
      	 
      	
                Participant

              	
                5

              
	 
      	 
      	
                Period
      of Severance

              	
                6

              
	 
      	 
      	
                Permanently
      and Totally Disabled

              	
                6

              
	 
      	 
      	
                Plan

              	
                6

              
	 
      	 
      	
                Plan
      Year

              	
                6

              
	 
      	 
      	
                Qualified
      Consent

              	
                6

              
	 
      	 
      	
                Qualified
      Domestic Relations Order (QDRO)

              	
                7

              
	 
      	 
      	
                Rollover
      Account

              	
                7

              
	 
      	 
      	
                Service

              	
                7

              
	 
      	 
      	
                Spouse

              	
                8

              
	 
      	 
      	
                Total
      Vested Account Balance

              	
                8

              
	 
      	 
      	
                Trust

              	
                8

              


      



      
        
           


        

        
           iii


          
            

          

        

        
           


        

      


      
        	 
      	 
      	
                Trust
      Agreement

              	
                8

              
	 
      	 
      	
                Trust
      Fund or Funds

              	
                8

              
	 
      	 
      	
                Trustee

              	
                8

              
	 
      	 
      	
                USERRA

              	
                8

              
	 
      	 
      	
                Valuation
      Date

              	
                8

              
	 
      	 
      	
                Valuation
      Period

              	
                8

              
	 
      	 
      	
                Vested

              	
                8

              
	 
      	 
      	
                Voice
      Response System

              	
                9

              
	 
      	 
      	 
      	 
      
	 
      	
                2.

              	
                PARTICIPATION

              	 
      
	 
      	 
      	
                2.01

              	
                Eligibility
      to Become a Participant

              	
                9

              
	 
      	 
      	
                2.02

              	
                Participation
      in the Plan

              	
                9

              
	 
      	 
      	
                2.03

              	
                Reemployment

              	
                9

              
	 
      	 
      	
                2.04

              	
                Employment
      After Normal Retirement Age

              	
                9

              
	 
      	 
      	 
      	 
      	 
      
	 
      	
                3.

              	
                CONTRIBUTIONS

              	 
      
	 
      	 
      	
                3.01

              	
                Contribution
      of Participants' Deferrals

              	
                10

              
	 
      	 
      	
                3.02

              	
                Company
      Matching Contributions

              	
                11

              
	 
      	 
      	
                3.03

              	
                Maximum
      Amount of Participant Deferrals

              	
                11

              
	 
      	 
      	
                3.04

              	
                Limitation
      on Deferrals

              	
                13

              
	 
      	 
      	
                3.05

              	
                Limitation
      on Company Matching Contributions

              	
                19

              
	 
      	 
      	
                3.06

              	
                Limitation
      on Annual Additions

              	
                24

              
	 
      	 
      	
                3.07

              	
                Allocation
      of Forfeitures

              	
                27

              
	 
      	 
      	
                3.08

              	
                Rollover
      Contributions

              	
                27

              
	 
      	 
      	
                3.09

              	
                Employer
      Error

              	
                28

              
	 
      	 
      	
                3.10

              	
                Inclusion
      of Ineligible Employee

              	
                29

              
	 
      	 
      	 
      	 
      	 
      
	 
      	
                4.

              	
                INVESTMENT OF
      CONTRIBUTIONS AND VALUATION OF ACCOUNTS

              
	 
      	 
      	
                4.01

              	
                Participants'
      Accounts

              	
                29

              
	 
      	 
      	
                4.02

              	
                Investment
      Funds

              	
                29

              
	 
      	 
      	
                4.03

              	
                Investment
      of Company Matching Contributions and Voting of Company
    Stock

              	
                 

                30

              
	 
      	 
      	
                4.04

              	
                Allocation
      of Investment Income on a Valuation Date

              	
                30

              
	 
      	 
      	
                4.05

              	
                Limitation
      on Participant Investment Instructions

              	
                31

              
	 
      	 
      	 
      	 
      	 
      
	 
      	
                5.

              	
                WITHDRAWALS, LOANS AND
      QUALIFIED DOMESTIC RELATIONS ORDERS

              
	 
      	 
      	
                5.01

              	
                Withdrawal
      of Frozen After Tax Contributions

              	
                31

              
	 
      	 
      	
                5.02

              	
                Withdrawal
      of Company Matching Contributions

              	
                32

              
	 
      	 
      	
                5.03

              	
                Loans
      to Participants

              	
                32

              
	 
      	 
      	
                5.04

              	
                Hardship
      Withdrawals

              	
                33

              
	 
      	 
      	
                5.05

              	
                Qualified
      Domestic Relations Order

              	
                36

              


      



      
        
           


        

        
           iv


          
            

          

        

        
           


        

      


      
        	 
      	
                6.

              	
                VESTING OF RETIREMENT,
      DISABILITY, DEATH, AND

              	 
      
	 
      	 
      	
                TERMINATION OF
      EMPLOYMENT BENEFITS

              	 
      
	 
      	 
      	
                6.01

              	
                Vesting
      Due to Attainment of Normal Retirement Age

              	 
      
	 
      	 
      	 
      	
                and
      Normal Retirement Benefits

              	
                37

              
	 
      	 
      	
                6.02

              	
                Vesting
      Due to Disability and Disability Benefits

              	
                37

              
	 
      	 
      	
                6.03

              	
                Vesting
      Due to Death and Death Benefits

              	
                37

              
	 
      	 
      	
                6.04

              	
                Vesting
      Upon Termination of Employment and

              	 
      
	 
      	 
      	 
      	
                Termination
      of Employment Benefits

              	
                37

              
	 
      	 
      	
                6.05

              	
                Forfeitures

              	
                38

              
	 
      	 
      	
                6.06

              	
                Reinstatement
      of Forfeited Accounts

              	
                39

              
	 
      	 
      	 
      	 
      	 
      
	 
      	
                7.

              	
                DISTRIBUTION OF
      BENEFITS

              	 
      
	 
      	 
      	
                7.01

              	
                Form
      of Distribution

              	
                39

              
	 
      	 
      	
                7.02

              	
                Timing
      of Distributions

              	
                40

              
	 
      	 
      	
                7.03

              	
                Eligible
      Rollover Distributions

              	
                42

              
	 
      	 
      	 
      	 
      	 
      
	 
      	
                8.

              	
                PLAN
      ADMINISTRATION

              	 
      
	 
      	 
      	
                8.01

              	
                Appointment
      of Committee

              	
                43

              
	 
      	 
      	
                8.02

              	
                Powers
      and Duties

              	
                43

              
	 
      	 
      	
                8.03

              	
                Actions
      by the Committee

              	
                45

              
	 
      	 
      	
                8.04

              	
                Interested
      Committee Members

              	
                45

              
	 
      	 
      	
                8.05

              	
                Investment
      Manager

              	
                45

              
	 
      	 
      	
                8.06

              	
                Indemnification

              	
                45

              
	 
      	 
      	
                8.07

              	
                Conclusiveness
      of Action

              	
                45

              
	 
      	 
      	
                8.08

              	
                Payment
      of Expenses

              	
                46

              
	 
      	 
      	
                8.09

              	
                Claims
      for Benefits

              	
                46

              
	 
      	 
      	
                8.10

              	
                Request
      for Review of Denial

              	
                47

              
	 
      	 
      	
                8.11

              	
                Decision
      on Review of Denial

              	
                47

              
	 
      	 
      	
                8.12

              	
                Notice
      of Time Limits

              	
                48

              
	 
      	 
      	
                8.13

              	
                Corrections
      Pursuant to Remedial Programs

              	
                48

              
	 
      	 
      	 
      	 
      	 
      
	 
      	
                9.

              	
                AMENDMENT,
      TERMINATION, AND MERGER OF THE PLAN

              	 
      
	 
      	 
      	
                9.01

              	
                Right
      to Amend the Plan

              	
                48

              
	 
      	 
      	
                9.02

              	
                Right
      to Terminate the Plan

              	
                48

              
	 
      	 
      	
                9.03

              	
                Plan
      Merger and Consolidation

              	
                49

              
	 
      	 
      	 
      	 
      	 
      
	 
      	
                10.

              	
                TRUST FUND AND THE
      TRUSTEE

              	 
      
	 
      	 
      	
                10.01

              	
                Selection
      of Trustee

              	
                49

              
	 
      	 
      	 
      	 
      	 
      
	 
      	
                11.

              	
                TOP-HEAVY PLAN
      REQUIREMENTS

              	 
      
	 
      	 
      	
                11.01

              	
                General
      Rule

              	
                49

              
	 
      	 
      	
                11.02

              	
                Vesting
      Provisions

              	
                50

              
	 
      	 
      	
                11.03

              	
                Minimum
      Contribution Provision

              	
                50

              


      



      
        
           


        

        
           v


          
            

          

        

        
           


        

      


      
        	 
      	 
      	
                11.04

              	
                Limitation
      on Compensation

              	
                50

              
	 
      	 
      	
                11.05

              	
                Limitation
      on Contributions

              	
                51

              
	 
      	 
      	
                11.06

              	
                Coordination
      with Other Plans

              	
                51

              
	 
      	 
      	
                11.07

              	
                Determination
      of Top-Heavy Status

              	
                51

              
	 
      	 
      	
                11.08

              	
                Definition
      of Key Employee

              	
                54

              
	 
      	 
      	
                11.09

              	
                Definition
      of Non-Key Employee

              	
                55

              
	 
      	 
      	 
      	 
      	 
      
	 
      	
                12.

              	
                USERRA

              	 
      
	 
      	 
      	
                12.01

              	
                Qualified
      Military Service

              	
                55

              
	 
      	 
      	
                12.02

              	
                Eligibility
      and Vesting

              	
                55

              
	 
      	 
      	
                12.03

              	
                Make-up
      Deferrals and Company Matching Contributions

              	
                56

              
	 
      	 
      	
                12.04

              	
                Loan
      Repayment Suspension

              	
                57

              
	 
      	 
      	 
      	 
      	 
      
	 
      	
                13.

              	
                MISCELLANEOUS

              	 
      
	 
      	 
      	
                13.01

              	
                Limitation
      on Distributions

              	
                57

              
	 
      	 
      	
                13.02

              	
                Limitation
      on Reversion of Contributions

              	
                57

              
	 
      	 
      	
                13.03

              	
                Voluntary
      Plan

              	
                58

              
	 
      	 
      	
                13.04

              	
                Nonalienation
      of Benefits

              	
                58

              
	 
      	 
      	
                13.05

              	
                Inability
      to Receive Benefits

              	
                58

              
	 
      	 
      	
                13.06

              	
                Unclaimed
      Benefits

              	
                58

              
	 
      	 
      	
                13.07

              	
                Limitation
      of Rights

              	
                59

              
	 
      	 
      	
                13.08

              	
                Invalid
      Provisions

              	
                59

              
	 
      	 
      	
                13.09

              	
                One
      Plan

              	
                59

              
	 
      	 
      	
                13.10

              	
                Use
      and Form of Words

              	
                60

              
	 
      	 
      	
                13.11

              	
                Headings

              	
                60

              
	 
      	 
      	
                13.12

              	
                Governing
      Law

              	
                60

              
	 
      	 
      	 
      	 
      	 
      
	 
      	
                14.

              	
                EMPLOYEE STOCK OWNERSHIP
    PLAN

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                14.01

              	
                Purpose

              	
                60

              
	 
      	 
      	
                14.02

              	
                Investment
      in Company Stock

              	
                60

              
	 
      	 
      	
                14.03

              	
                Company
      Matching Contributions

              	
                61

              
	 
      	 
      	
                14.04

              	
                Diversification

              	
                61

              
	 
      	 
      	
                14.05

              	
                Voting
      of Employer Securities

              	
                61

              
	 
      	 
      	
                14.06

              	
                Form
      of Distributions

              	
                61

              
	 
      	 
      	
                14.07

              	
                Dividends

              	
                61

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                SCHEDULE A -
      INVESTMENT PLANS

              	 
      
	 
      	 
      	
                Investment
      Funds

              	
                A-i

              
	 
      	 
      	
                Designation
      of Investment Funds

              	
                A-ii

              
	 
      	 
      	
                Transfer
      Between and Among Investment Funds

              	
                A-ii

              


      


      
        
           


        

        
           vi


          
            

          

        

        
           


        

      




    ARTICLE
1

    


    DEFINITIONS

    


    


    When used
in this document the following words and phrases have the meaning specified
below.  Additional words and phrases may be defined in the text of the
Plan.

    


    Accounts means a
Participant's Company Matching Contributions Account, Deferral Account, Frozen
After Tax Account, and Rollover Account.

    


    Affiliated Company
means the Company, any corporation that is included in a controlled group of
corporations within the meaning of Code Section 414(b) of which group the
Company is also a member, any trade or business that is under common control
with the Company within the meaning of Code Section 414(c), any member of an
affiliated service group within which the Company is also included within the
meaning of Code Section 414(m), and any other entity required to be aggregated
with the Company pursuant to regulations under Code Section 414(o).

    


    Alternate Payee means
any Spouse, former Spouse, child or other dependent of a Participant having
rights to receive all, or a portion of, a Participant's benefits payable under
this Plan pursuant to a Qualified Domestic Relations Order.

    


    Beneficiary means the
person, persons, or entity designated by the Participant to receive any death
benefit that may become payable under the Plan.  The Beneficiary of a
married Participant will be his Spouse unless the Participant designates a
Beneficiary other than his Spouse and the Spouse executes a Qualified
Consent.  The Spouse may revoke such consent at any time prior to the
payment of any benefits to the designated Beneficiary.  The Committee
may dispense with the Spouse's consent if the Spouse cannot be located, or for
such other reasons as provided in Treasury Regulations.  A Participant
may designate primary and contingent Beneficiaries.  If more than one
Beneficiary is named, the Participant may specify the sequence and/or proportion
in which payments will be made to each Beneficiary.  In the absence of
a specification of sequence or proportions, payments will be made in equal
shares to all named Beneficiaries.  If no Beneficiary has been
designated or if the Committee is unable to locate a designated Beneficiary or
if no designated Beneficiary is living at the time of the Participant's death,
payment of such death benefit, if any, to the extent permitted by law, will be
made to the Participant's surviving Spouse or, if none, the Participant's
estate.  Any minor's share may be paid to such adult or adults as
have, in the opinion of the committee, assumed custody and support of such
minor.  However, the Committee reserves the right to delay the payment
of any minor's share until the receipt of a court order designating the adult or
adults to whom such payment shall be made.  Any death benefit that
becomes payable to executors or administrators will be paid in one lump
sum.  The Committee may require proof of death before payment of any
death benefit under the Plan.  The Committee shall have the rights set
forth in Article 12.05 with respect to an incompetent
Beneficiary(ies).


    
      
         


      

      
         7


        
          

        

      

      
         


      

    


    


    Board means the Board
of Directors of Southwest Gas Corporation.

    


    Business Day means a
workday in which the New York Stock Exchange is open, ending at 4:00 p.m.
Eastern Standard Time.  All transactions occurring after 4:00 p.m.
Eastern Standard Time on a Business Day will be processed on the following
Business Day.

    


    Code means the
Internal Revenue Code of 1986, as periodically amended.

    


    Committee means the
Employees' Investment Plan Committee as described in Article 8.

    


    Company means
Southwest Gas Corporation and any other Affiliated Company, unit or division of
the Company which adopts the Plan by resolution of its board of directors,
provided such resolution is accepted by the Board or the
Committee.  Except as otherwise provided in the terms and conditions
prescribed by Southwest Gas Corporation, all provisions of the Plan will apply
to such Affiliated Company and its Employees.

    


    Company Matching
Contributions means contributions made by the Company pursuant to Article
3.02.

    


    Company Matching
Contributions Account means the account maintained for a Participant
which is: (a) credited with Company Matching Contributions and forfeitures; (b)
adjusted for investment results; and (c) charged with distributions and
withdrawals.

    


    Company Stock means
share of Company common stock.

    


    Compensation
means:

    


    
      	
              (a)

            	
              For
      purposes of determining an Eligible Employee’s benefits under the Plan,
      the actual wages paid to an Eligible Employee during the applicable
      period, including sales incentive payments and elective contributions that
      are not includible in gross income under Code Sections 125, 402 and
      403(b), but excluding pay for overtime hours, flexible benefit dollars,
      bonuses, or other special payments, and the Company’s contributions toward
      insurance, retirement, and other fringe benefits or employee welfare plans
      or programs other than severance pay
  arrangements.

            


    

    


    
      	
              (b)

            	
              For
      purposes of Section 3.04, Section 3.05, Section 3.06, and Article 11 only,
      an Eligible Employee’s earned income, wages, salaries, fees for
      professional services, and other amounts received for personal services
      actually rendered in the course of employment with the Company (including,
      but not limited to, overtime, other special payments, bonuses, incentive
      compensation, commissions on insurance premiums, or tips), whether
      actually paid in cash or in kind during the Plan Year by the Company,
      excluding:

            


    

    


    (i)           Company
contributions to a plan of deferred compensation;


    
      
         


      

      
         8


        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              (ii)

            	
              Any
      group insurance or other health and welfare plan maintained by the
      Company;

            


    

    


    (iii)           Distributions
from a plan of deferred compensation;

    


    (iv)           Any
amounts realized from the exercise of a nonqualified stock option;

    


    
      	
               
      

            	
              (v)

            	
              The
      sale, exchange, or other disposition of stock acquired under a qualified
      stock option;

            


    

    


    (vi)           Other
amounts that receive special tax benefits; or

    


    
      	
               
      

            	
              (vii)

            	
              Any
      contributions made toward the purchase of an annuity described in Code
      Section 403(b) whether or not such amounts are actually excludable from
      the gross income of the Eligible
Employee.

            


    

    


    Compensation
will mean only Compensation actually paid or includable in gross income in the
Plan Year.  In no case will amounts deferred pursuant to Code Section
125 be included as Compensation under this subsection (b).

    


    Notwithstanding
any language in this subsection (b) to the contrary, effective for Plan Years
beginning after December 31, 1996, “Compensation” for the purpose described in
this subsection shall include an Eligible Employee's elective deferrals under
Code Section 402(g)(3), and amounts that pursuant to Code Sections 125 or 457
are contributed or deferred (at the Eligible Employee's election) and are not
includible in the Eligible Employee's gross income in the tax year contributed
or deferred.  Notwithstanding any language in this subsection (b) to
the contrary, effective for Plan Years beginning after December 31, 1996,
“Compensation” for the purpose described in this subsection shall include an
Eligible Employee's elective deferrals under Code Section 402(g)(3), and amounts
that pursuant to Code Sections 125 or 457 are contributed or deferred (at the
Eligible Employee's election) and are not includible in the Eligible Employee's
gross income in the tax year contributed or deferred.  Notwithstanding
any provision of this Plan to the contrary, the following sentence that includes
the model language of Internal Revenue Service Notice 2001-37 shall apply on and
after January 1, 2001.  For Plan Years beginning on and after January
1, 2001, for purposes of applying the limitations described in Section 3.06, the
top-heavy plan rules of Article 11, the Section 3.05(a) of “Compensation
Percentage” and the Section 3.04(a) definition of “Actual Deferral Percentage,”
Compensation paid or made available during such Plan Years shall include
elective amounts that are not includible in the gross income of the employee by
reason of Code Section 132(f)(4).

    


    
      	
              (c)

            	
              The
      annual Compensation taken into account under the Plan for any Plan Year
      beginning on or after January 1, 1989, shall not exceed the maximum dollar
      amount

            


    


    
      
         


      

      
         9


        
          

        

      

      
         


      

    


    ($200,000
for the year beginning in 1989 and any other amount that applies for a later
year, including the limit of $150,000 that applies for the year beginning in
1994 and $200,000 for the year beginning January 1, 2002) that is permitted as
of the beginning of the year under Code Section 401(a)(17) (determined after
giving effect to any statutory changes affecting Code Section 401(a)(17) and any
indexing or other adjustments pursuant to Code Section 401(a)(17) that are
applicable for the year of the determination).  In the case of a short
Plan Year or other period of less than 12 months requiring a reduction of the
Code Section 401(a)(17) annual limit, the otherwise applicable limit shall be
prorated by multiplying it by a fraction, the numerator of which is the number
of months in the short period and the denominator of which is
12.  Moreover, effective January 1, 1987, to December 31, 1996,
in determining an Employee's Compensation for purposes of the Code Section
401(a)(17) limit, the rules of Code Section 414(q)(6) (requiring the aggregation
of Compensation paid to family members of certain Five Percent Owners and the
ten most highly compensated Employees) shall apply, except that in applying such
rules, the term "family" shall include only the Spouse of the Employee and any
lineal descendants of the Employee who have not attained age 19 before the close
of the year.  If, as a result of the application of such rules, the
adjusted annual Code Section 401(a)(17) Compensation limit is exceeded, then
such limit shall be prorated among the affected individuals in proportion to
each such individual's Compensation as determined prior to the application of
the Code Section 401(a)(17) limit.

    


    Effective
for Plan Years beginning after December 31, 1996, the aforesaid family
aggregation rules shall no longer apply.

    


    Deferral Account
means the account maintained for a Participant that is: (a) Credited with
Company contributions into the Plan attributable to the Participant's Deferrals
under Section 3.01, (b) Adjusted for investment results, and (c) Adjusted for
distributions and withdrawals.

    


    Deferrals means an
amount contributed to this Plan by the Company in lieu of being paid to a
Participant as salary or wages.  Deferrals will be made under salary
reduction arrangements between each Eligible Employee and the
Company.  Section 3.01 contains the provisions under which Deferrals
may be made.  Deferrals consist of Matched Deferrals as described in
Section 3.01(a) and Unmatched Deferrals, if any, as described in Section
3.01(b).

    


    Effective Date means
April 1, 1965.  Notwithstanding the foregoing, the effective date of
this restatement of the Plan shall be October 1, 2001, provided, however, that
if a provision of this restatement of the Plan has a specific effective date
other than October 1, 2001, the date so specified shall be the effective
date of such provision.

    


    Eligible Employee
means any Employee who is employed by the Company and who (a) is not included in
a unit of Employees covered by a collective bargaining agreement (as
so


    
      
         


      

      
         10


        
          

        

      

      
         


      

    


    determined
by the Secretary of Labor) between Employee representatives and the Company if
retirement benefits were the subject of good faith bargaining between such
employee representatives and the Company unless such collective bargaining
agreement expressly provides for the inclusion of such persons as Participants
in the Plan, and (b) is not an non-resident alien individual described in Code
Section 414(b)(3)(C) (a nonresident alien individual without income from
performing services in the United States).  Additionally, an
individual who is not an Employee shall not be eligible to participate in the
Plan even if such person is subsequently determined by a court of law or
regulatory body to have been a common law Employee of the Company.

    


    Employee means any
person who is employed by the Company and receives regular Compensation from the
Company.  The term “Employee” shall not include any person who is not
recorded as being an employee on the payroll records of the Company including
any such person who is subsequently reclassified by a court of law or regulatory
body as a common law employee of the Company.  Consistent with the
foregoing and for purposes of clarification only, the term Employee does not
include (a) a Code Section 414(n) leased employee, (b) a leased employee other
than a Code Section 414(n) leased employee, or (c) any individual who performs
services for the Employer as an independent contractor, or under any other
non-employee classification, or through a temporary help firm, employee leasing
firm, or professional employer organization.

    


    Employee Stock Ownership
Plan or ESOP means the portion of Participants’ Deferral and Company
Matching Contribution Accounts invested in the Southwest Gas
Stock  Fund and are designated as, and are intended to constitute, an
employee stock ownership plan within the meaning of Code Section 4975(e)(7) and
ERISA Section 407(d)(6).

    


    Employer Securities
means shares of Company Stock that meet the requirements of Code Section
409(l).  For purposes of the Plan, as the context requires, this term
also refers to and includes Company Stock.

    


    Entry Date means the
first day of the first full pay period after becoming eligible to participate in
the Plan.

    


    ERISA means the
Employee Retirement Income Security Act of 1974, as amended.

    


    Five Percent Owner
means any person who owns (or is considered as owning within the meaning of Code
Section 318) more than five percent (5%) of the outstanding stock of the Company
or stock possessing more than five percent (5%) of the total combined voting
power of all stock of the Company.

    


    Frozen After Tax
Account means the account maintained for a Participant which is: (a)
credited with contributions attributable to the Participant's after-tax
contributions under the terms of the Plan as it was constituted on December 31,
1984; (b) adjusted for distributions and withdrawals; and (c) adjusted for
investment results.  Effective January 1, 1985, Participant
after-tax contributions shall not be allowed.


    
      
         


      

      
         11


        
          

        

      

      
         


      

    


    


    Hour of Service means
an hour for which an Employee is directly or indirectly paid, or entitled to
payment, by the Company for the performance of duties.  These hours
shall be credited to the Employee for the Plan Year in which the duties are
performed.  The computation of nonwork hours included in this
definition will be computed in accordance with the provisions of Department of
Labor Regulation Section 2530.200b-2.

    


    Leased Employee means
an individual that (a) is not an Employee, (b) provides services to the Company
pursuant to an agreement between a leasing organization and the Company, (c) has
performed services for the Company on a substantially full-time basis for a
period of at least a year, (d) effective for Plan Years beginning after December
31, 1996, provides services under the primary direction or control of the
Company, and (e) effective for Plan Years beginning before January 1, 1997,
provides services to the Company  of a type historically performed by
Employees in the Company’s primary business field.  Additionally, an
individual who satisfies the requirements to be a  “Leased Employee”
shall not be considered to be an employee for Code nondiscrimination testing
purposes if (a) he is covered by a money purchase plan of the leasing
organization that provides (1) a nonintegrated employer contribution rate of at
least 10 percent of compensation, as defined in Code Section 415(c)(3), but
including amounts contributed pursuant to a salary reduction agreement which are
excludable from his/her gross income under Code Sections 125, 402(g)(3), 402(h),
or 403(b), (2) immediate participation, and (3) full and immediate vesting; and
(b) Lease Employees do not constitute more than twenty percent (20%) of the
Company’s non-highly compensated workforce.

    


    Normal Retirement Age
means age sixty-five (65).

    


    Normal Retirement
Date means the first day of the month following attainment of Normal
Retirement Age.

    


    Participant means any
former or current Eligible Employee whose Accounts have not been subsequently
distributed and forfeited in full.

    


    Period of
Severance:

    


    
      	
              (a)

            	
              "Period
      of Severance" means, for any Employee, the period beginning on the
      Employee's severance from Service date and ending on the date the Employee
      next completes an Hour of Service.  An Employee's severance from
      Service date will occur on the earlier
of:

            


    

    


    (i)           The
date on which the Employee quits, retires, is discharged, or dies,
or

    


    
      	
               
      

            	
              (ii)

            	
              The
      first anniversary of the first date of a period in which an Employee
      remains absent from Service (with or without pay) with the Company for any
      reason other than resignation, retirement, discharge, or death, such as
      vacation, holiday, sickness, disability, leave of absence, or
      layoff.

            


    


    
      
         


      

      
         12


        
          

        

      

      
         


      

    


    


    A one (1)
year Period of Severance is a twelve (12) consecutive-month period beginning on
the Employee's severance from Service date in which the Employee does not
perform an Hour of Service.  A Period of Severance shall be calculated
in a manner that complies with the Family and Medical Leave Act of
1994.

    


    
      	
              (b)

            	
              Subject
      to verification by the Committee, an Employee will be deemed not to have
      incurred a Period of Severance during the twenty-four (24)
      consecutive-month period that the Employee is first absent from employment
      by reason of:

            


    

    


    (i)           The
Employee's pregnancy;

    


    (ii)           Birth
of a child of the Employee;

    


    
      	
               
      

            	
              (iii)

            	
              Placement
      of a child with the Employee in connection with the adoption of the child
      by the Employee; or

            


    

    


    
      	
               
      

            	
              (iv)

            	
              Caring
      for such child for a period beginning immediately following the birth or
      placement for adoption.

            


    

    


    Permanently and Totally
Disabled means a disability due to sickness or injury which the Committee
determines whether a Participant is incapable of
performing any Service for the Company for which he is qualified by education,
training, or experience.  Evidence of disability satisfactory to the
Committee will be required.

    


    Plan means the Plan
designated as the Southwest Gas Corporation Employees' Investment Plan as
described in this document and as it may be periodically amended.

    


    Plan Year means the
period beginning on January 1 and ending on December 31.  The Plan
Year will be the limitation year for purposes of Code Section 415 and Section
3.06 of the Plan.

    


    Qualified Consent
means a written consent executed by a Participant's Spouse in the presence of an
authorized Plan representative or notary public which by its terms acknowledges
the effect of the consent.  Such consent must designate any non-Spouse
Beneficiary(ies), any class of non-Spouse Beneficiaries, or any contingent
Beneficiaries which may not be changed without a second Qualified Consent unless
the first Qualified Consent permits the Participant to:  (a) designate
a different Beneficiary without the Spouse's consent; and (b) acknowledges that
the Spouse has the right to limit consent to a specific
Beneficiary.  A Qualified Consent shall be valid only with respect to
the Spouse who signs it.

    


    Qualified Domestic Relations
Order (QDRO) means any judgment, decree or order (including approval of a
property settlement agreement), which relates to the provision of child support,
alimony or marital property rights made pursuant to State domestic
relations


    
      
         


      

      
         13


        
          

        

      

      
         


      

    


    law
(including community property law), which recognizes an Alternate Payee's right
to, or assigns to an Alternate Payee the right to, all or a portion of the
benefits otherwise receivable under this Plan and which
specifies:  (a) the name and last known address of the Participant and
each Alternate Payee covered by the QDRO; (b) the amount or percentage of the
Participant's benefits to be paid to each Alternate Payee, or the manner in
which the amount or percentage is to be determined; and (c) the number of
payments or period to which the QDRO applies.  The QDRO may not
require this Plan to provide increased benefits or any type or form of benefit
or option not provided for in Article 7 or require payment of benefits required
to be paid to another Alternate Payee by a previous QDRO.

    


    Rollover Account
means the account maintained for a Participant which is: (a) credited with any
Article 3.08 rollover tendered to and accepted by the Trust; (b) adjusted for
investment results; and (c) charged with distributions and (if allowed)
withdrawals.

    


    Service means, with
respect to any Employee, his period or periods of employment with an Affiliated
Company that are counted as "Service" in accordance with the following
rules:

    


    
      	
              (a)

            	
              Each
      Employee shall be credited with Service under the Plan for the period or
      periods during which such Employee maintains an employment relationship
      with the Affiliated Company.  An Employee's employment
      relationship will commence on the date the Employee first renders one Hour
      of Service and ends on his severance from Service date.  Service
      will also include the following
periods:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Periods
      of leave of absence with or without pay granted to the Employee by the
      Affiliated Company in a like and nondiscriminatory manner for any purpose
      including, but not limited to, sickness, accident, or military
      leave.  Such Employee shall not be considered to have terminated
      employment during such leave of absence unless he fails to return to the
      employ of the Company at or prior to the expiration date of such leave, in
      which case he shall be deemed to have terminated as of the date of
      commencement of such leave.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Periods
      during which a person is Permanently and Totally Disabled.  Such
      person shall not be considered to have terminated employment during such
      period of disability unless he fails to return to the employ of the
      Company at the expiration of such period, in which case he shall be deemed
      to have terminated as of his date of
recovery.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              The
      period of time between an Employee's severance from Service date by reason
      of a resignation, discharge, or retirement and his reemployment date, if
      the Employee returns to Service on or before such first anniversary
      date.

            


    

    


    
      	
              (b)

            	
              In
      the case of a person who incurs five (5) consecutive one (1) year Periods
      of Severance, whose whole years of Service prior to his severance are less
      than five

            


    


    
      
         


      

      
         14


        
          

        

      

      
         


      

    

     

    
      (5)
years, who is not Vested pursuant to Section 6.04 at the time he incurs such
five (5) consecutive one (1) year Periods of Severance, but is then reemployed
by the Company; his Service prior to such five (5) consecutive one (1) year
Periods of Severance shall be forfeited and shall not be included in determining
his Service under paragraph (a) above.  Such person's Service at the
time of a one (1) year Period of Severance shall not include any Service
disregarded by virtue of the application of this subparagraph to any prior one
(1) year Period of Severance.

      


      
        	
                (c)

              	
                Subject
      to (b) above, all periods of an Employee's Service, whether or not
      consecutive, will be aggregated.  Service will be measured in
      elapsed years and fractions of years whereby each twelve (12) complete
      calendar months will constitute one year, each completed calendar month
      will constitute one-twelfth (1/12) of a year, and partial calendar months
      which when aggregated equal thirty (30) days will constitute one-twelfth
      (1/12) of a year.15

              


      

      


      Spouse means the
person to whom the Participant has been legally married throughout the one year
period ending on the earlier of the date the Participant receives or begins to
receive his benefit payment from the Plan, or the date of the Participant's
death.

      


      Total Vested Account
Balance means the value of the Participant's Deferral Account, Frozen
After Tax Account, and Rollover Account, as well as the Vested portion of his
Company Matching Contributions Account.

      


      Trust means one or
more Trusts established pursuant to the Trust Agreement for purposes of funding
the benefits of this Plan.

      


      Trust Agreement means
one or more Trust Agreements executed by the Company and provided for the
administration of the Trust.

      


      Trust Fund or Funds
means the total amount of contributions made by the Participants and the Company
together with the net earnings on them, that will be used to provide the
benefits to Participants and their Beneficiaries under the Plan.

      


      Trustee means the
Trustee of the Trust and any successor Trustee as appointed in the Trust
Agreement.

      


      USERRA means the
Uniform Services Employment and Reemployment Rights Act of 1994.

      


      Valuation Date means
the close of business of each Business Day.

      


      Valuation Period
means daily.

      


      Vested means
nonforfeitable.  The Vested portion of a Participant's Account is
determined in accordance with the provisions of Article 6.


      
        
           


        

        
           15


          
            

          

        

        
           


        

      


      


      Voice Response System
means a system of telephonic or other verbal or electronic communication with
the Plan Trustee or record-keeper that has been approved by the Committee for
the purpose of making certain elections under the Plan.

      


      


      ARTICLE
2

      


      PARTICIPATION

      


      
        	
                2.01

              	
                Eligibility to Become
      a Participant

              


      

      


      
        	
                 
      

              	
                (a)

              	
                All
      Participants

              


      

      


      Effective
April 1, 1992, any Eligible Employee shall be eligible to participate in the
Plan.

      


      
        	
                 
      

              	
                (b)

              	
                Affiliated Company
      Employees

              


      

      


      If a
company other than Southwest Gas Corporation becomes an Affiliated Company after
December 31, 1988, any employee of such company may elect to become an Eligible
Employee as of the later of the employee's date of hire by such company or the
date such company adopts the Plan in a manner acceptable to the Committee or the
Board.

      


      
        	
                2.02

              	
                Participation in the
      Plan

              


      

      


      An
Eligible Employee shall become a Participant on the Entry Date coincident with
or first following successful completion of enrollment through the Voice
Response System, or in such other manner as is allowed by the Committee from
time to time, authorizing the Company to withhold such contributions from his
Compensation and to pay the same amount to the Trustee, designating the
allocation of these contributions between the Investment Funds, and designating
a Beneficiary.

      


      
        	
                2.03

              	
                Reemployment

              


      

      


      If an
Eligible Employee who met the eligibility requirements of Section 2.01 and whose
employment has terminated is subsequently rehired as an Eligible Employee, he
may elect to participate pursuant to Section 2.02 and shall, if administratively
practicable, enter the Plan on the following Entry Date.  A rehired
Employee who had not met the eligibility requirements of Section 2.01 before his
employment terminated will be eligible to enter the Plan on the first Entry Date
after he satisfies the requirements of Section 2.01.  If an Eligible
Employee terminates employment and is rehired in the same Plan Year, he may
elect to participate


      
        
           


        

        
           16


          
            

          

        

        
           


        

      


      pursuant
to Section 2.02 on the date he is rehired and shall, if administratively
practicable, enter the Plan on the following Entry Date.

      


       

      
        	
                2.04

              	
                Employment After
      Normal Retirement Age

              


      

       

      


      A
Participant who continues in the employ of the Company after Normal Retirement
Age will continue to be eligible to be a Participant.

      


      ARTICLE
3

      


      CONTRIBUTIONS

      


      
        	
                3.01

              	
                Contribution of
      Participant's Deferrals

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Matched
      Deferrals

              


      

      


      Upon
enrollment or reenrollment in the Plan, each Participant must elect to reduce
his Compensation in a fixed whole percentage of not less than 2 percent and not
more than 6 percent.  The Company will make payments to the Plan
within the time frame required by applicable laws and regulations of the amount
of the reduction, to be credited to the Participant's Deferral
Account.  Amounts deferred under this subsection will be contributed
as Matched Deferrals.

      


      
        	
                 
      

              	
                (b)

              	
                Unmatched
      Deferrals.

              


      

      


      Participant
making Matched Deferrals at the maximum percentage rate may elect to further
reduce his Compensation in a fixed whole percentage of not less than one percent
(1%) and not more than fifty-four percent  (54%) or the cash
compensation payable to the Participant after all other applicable
withholdings. The
Company will make payments to the Plan within the time frame required by
applicable laws and regulations of the amount of the reduction to be credited to
the Participant's Deferral Account.  Amounts deferred under this
subsection will be contributed as Unmatched Deferrals.

      


      
        	
                 
      

              	
                (c)

              	
                Change in Percentage
      or Suspension of Deferrals

              


      

      


      A
Participant's Deferral percentage will remain in effect until the Participant
elects to change the percentage.  A Participant may elect to change or
suspend his Deferral percentage or resume all suspended Deferrals through the
Voice Response System or in such other manner as is approved by the Committee
from time to time.  Changes to a Participant’s Deferral election may
be made on a daily basis and will be effective as soon as practicable
thereafter, but in no event will such change become effective prior to the
beginning of the Participant’s next full pay period.


      
        
           


        

        
           17


          
            

          

        

        
           


        

      


      


      


      
        	
                 
      

              	
                (d)

              	
                Status of
      Deferrals

              


      

      


      Participant
Deferrals under this section will be made by payroll deductions authorized by
the Participant and will be paid to the Plan by the
Company.  Participant Deferrals constitute Company contributions under
the Plan and are intended to qualify as elective contributions under Code
Section 401(k).  Elective contributions invested by Participants in
the Southwest Gas Stock Fund are also intended to qualify as contributions under
the ESOP provisions of the Plan.

      


      
        	
                3.02

              	
                Company Matching
      Contributions

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Company will, on behalf of eligible Participants, contribute an amount
      which equals the sum of the amounts to be allocated to the Company
      Matching Contributions Account of each eligible
      Participant.  The amount allocated to the Company Matching
      Contributions Account for each eligible Participant will equal fifty
      percent (50%) of the eligible Participant's Matched Deferrals plus
      forfeitures allocated under Section 3.07.  The maximum Company
      Matching Contribution under this Plan equals three percent (3%) of a
      Participant's Compensation.  For purposes of this Section
      3.02(a), the term "eligible Participant" means any Participant other than
      a Participant who is an officer of the Company or who has been selected to
      participate in the Company's executive deferral
  plan.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Payment
      of Company Matching Contributions for a Plan Year ending in or with the
      Company's taxable year will be made at any time during such taxable year
      or after its close, but not later than the date, including extensions, on
      which the Company's federal income tax return is due with respect to such
      taxable year.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Each
      Company Matching Contribution will be a complete discharge of the
      financial obligations of the Company under the Plan with respect to the
      period for which it is made.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Company
      Matching Contributions invested in the Southwest Gas Stock Fund are also
      intended to qualify as contributions under the ESOP provisions of the
      Plan.

              


      

      



      
        
           


        

        
           18


          
            

          

        

        
           


        

      


      
        	
                3.03

              	
                Maximum Amount of
      Participant Deferrals

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Amount.

              


      

      


      No
Eligible Employee who is a Participant will be permitted to make Deferrals under
this Plan or any other qualified plan maintained by the Company during any
taxable year in excess of the dollar limitation contained in Code Section 402(g)
in effect for such taxable years, except to the extent permitted under Section
3.03(b) of the Plan and Code Section 414(v), if applicable.  The
foregoing limit shall not apply to Deferrals of amounts attributable to service
performed in 1986 and described in Section 1105(c)(5) of the Tax Reform Act of
1986.

      


      
        	
                 
      

              	
                (b)

              	
                Catch-Up
      Contributions

              


      

      


      For Plan
Years beginning after December 31, 2001, Participants who have attained age 50
before the close of the Plan Year shall (at such times and in such manner as is
determined by the Committee with respect to all Participants eligible to make
catch-up contributions) be eligible to make catch-up contributions in accordance
with, and subject to the limitations of Code Section 414(v).  Such
catch-up contributions shall not be taken into account for purposes of the
provisions of the Plan implementing the required limitations of Code Sections
402(g) and 415.

      


      
        	
                 
      

              	
                (c)

              	
                Definitions.
      "Excess Deferrals" mean the amount by
which:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                The
      sum of: (A) a Participant's Deferrals under the Plan for a given calendar
      year; and (B) his Deferrals under any other Code Section 401(k) qualified
      plan, a simplified employee pension plan, a Code Section 501(c)(18) plan
      or a Code Section 403(b) annuity for such calendar year
      exceeds

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                The
      sum of:  (A) seven thousand dollars ($7,000); and (B) the
      accumulated increments, if any, as of the last day of such calendar year,
      which have been added to the seven thousand dollars ($7,000) for
      cost-of-living increases under Code Section
  402(g).

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Treatment of Excess
      Deferrals.

              


      

      


      If a
Participant has made Excess Deferrals, the following provisions shall
apply:

      


      
        	
                 
      

              	
                (i)

              	
                In
      the event that a Participant (or the Company under the circumstances
      described in Treas. Reg. ' 1.402(g)-1(e)(2)) notifies the Committee in
      writing on or prior to March 1 of a given calendar
  year

              


      


      
        
           


        

        
           19


          
            

          

        

        
           


        

      


      that:  (A)
he has Excess Deferrals included with his Deferrals under this Plan for the
immediately preceding calendar year; and (B) the amount of such Excess Deferrals
which are to be allocated to this Plan for such immediately preceding calendar
year, the Committee shall direct the Trustee to make a single payment from the
Trust Fund, adjusted for any applicable Trust Fund investment income or loss
thereon, to the Participant by April 15 immediately following the calendar year
in which the Excess Deferrals occurred.

      


      
        	
                 
      

              	
                (ii)

              	
                Excess
      Deferrals to be distributed under this Section 3.03 shall be adjusted to
      include any applicable Trust Fund investment income or loss thereon for
      the immediately preceding calendar year.  The investment income
      or loss attributable to the Excess Deferrals for the immediately preceding
      calendar year shall be the sum of the income or loss allocable to the
      Participant's Deferral Account for the immediately preceding calendar year
      multiplied by a fraction:  (A) the numerator of which is the
      Participant's Excess Deferrals; and (B) the denominator of which is the
      balance in the Participant's Deferral Account on the last day of the
      immediately preceding calendar year reduced by the income and increased by
      the loss allocable to said Deferral Account for the calendar
      year.  The distribution shall reduce the Participant's Deferral
      Account as of the date it is distributed.  The portion of a
      Participant's Excess Deferrals to be distributed in accordance with this
      Section 3.03 shall be reduced by any Excess Contributions previously
      distributed to the Participant with respect to the same Plan Year under
      Section 3.04.  The lump-sum distribution amount shall be debited
      from the Participant's Deferral Account as of the date it is
      distributed.  The Committee shall establish such rules and give
      such timely directions to the Trustee as the Committee, in its sole
      discretion, deems appropriate to carry out the provisions of this
      paragraph.

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                Any
      Excess Deferrals which are distributed to the Participant as provided
      above shall not be included in the Participant's taxable income for
      purposes of federal income taxes for the calendar year in which the
      deferrals are distributed but shall be included in his taxable income for
      the calendar year in which the Excess Deferrals were
      made.  Earnings and losses attributable to the distributed
      Excess Deferrals shall be included in the Participant's taxable income in
      the calendar year in which the deferrals are
  distributed.

              


      

      



      
        
           


        

        
           20


          
            

          

        

        
           


        

      


      
        	
                3.04

              	
                Limitation on
      Deferrals

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Definitions.

              


      

      


      For
purposes of this Section 3.04, the following terms shall have the following
meanings:

      


      
        	
                 
      

              	
                (i)

              	
                "Actual
      Deferral Percentage" means, with respect to Higher Compensated Employees
      and Lower Compensated Employees for a Plan Year, the average of the ratios
      (expressed as percentages), calculated separately for each Employee in the
      group applying to him or her and hereafter referred to as the "Actual
      Deferral Ratio," of the Employees' Deferrals for the Plan Year to the
      Employees' Compensation for the Plan Year.  Notwithstanding the
      foregoing, if a Higher Compensated Employee is eligible to participate in
      two (2) or more plans of the Employer which are subject to Code Section
      401(k), the Actual Deferral Ratio for the Higher Compensated Employee will
      be determined by treating all such plans as a single plan.  If a
      Higher Compensated Employee or a Lower Compensated Employee makes no
      pre-tax deposits during a Plan Year, the Employee's Actual Deferral Ratio
      will be zero for such Plan Year.

              


      

      


      If during
the Determination Year or Look-Back Year, an individual employed by the Employer
is an Employee and is a Family Member of either a Five Percent Owner, or a
Higher Compensated Employee who is one of the ten (10) most highly compensated
Employees of the Company (ranked on the basis of Compensation paid by the
Company during such year), the Actual Deferral Ratio for the Five Percent Owner
or Higher Compensated Employee and such Family Member (who together shall be
treated as one Higher Compensated Employee) shall be the ratio determined by
combining the Deferrals and Compensation of all eligible Family
Members.

      


      Effective
for Plan Years beginning after December 31, 1996, the aforesaid family
aggregation rules shall no longer apply.

      


      Deferrals
will be taken into account in determining a Participant's Actual Deferral Ratio
for a Plan Year only if such contributions are: (a) allocated to the
contributing Participant's applicable Plan account, as of a date within such
year, i.e.:  (b) are not contingent on the Participant's Plan
participation or performance of future services subsequent to such date; (c) are
actually paid to the Trust by the end of the twelfth (12th) month following the
close of the Plan Year; and (d) relate to Compensation that either would have
been received by the Participant in the Plan Year (but for being contributed as
a


      
        
           


        

        
           21


          
            

          

        

        
           


        

      


      Deferral
to the Plan) or is attributable to services performed by the Participant in the
Plan Year and would have been received by the Participant within two and
one-half months after the close of the Plan Year (but for being contributed to
the Plan as a Deferral).

      


      
        	
                 
      

              	
                (ii)

              	
                "Determination
      Year" means the Plan Year for which the determination of who are Higher
      Compensated Employees is being
made.

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                "Company"
      means, for purposes of this Section 3.04, the Company and other employers
      aggregated under Code Section 414(b), (c), (m) or
  (o).

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                "Excess
      Contributions" mean the amount of Deferrals of Higher Compensated
      Employees made during the Plan Year that cause the Actual Deferral
      Percentage for the group to exceed the level of Deferrals allowed by
      Section 3.04(b).

              


      

      


      
        	
                 
      

              	
                (v)

              	
                "Excess
      Deferrals" mean the Deferrals defined in Section
  3.03.

              


      

      


      
        	
                 
      

              	
                (vi)

              	
                "Family
      Member" means, with respect to any Higher Compensated Employee, the Higher
      Compensated Employee's Spouse and lineal ascendants or descendants and the
      spouses of such lineal ascendants or descendants.  Legal
      adoption shall be taken into account in determining whether an individual
      is a Family Member.

              


      

      


      
        	
                 
      

              	
                (vii)

              	
                "Higher
      Compensated Employees" mean employees who in the Determination Year are
      eligible to participate in this Plan (including individuals who are
      eligible to participate in this Plan and who would be Higher Compensated
      Employees but elect not to participate) and who in the Determination Year
      or Look-Back Year:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                Were
      a Five Percent Owner;

              


      

      


      
        	
                 
      

              	
                (B)

              	
                Received
      Compensation from the Company exceeding seventy five thousand dollars
      ($75,000) (or such higher amount adjusted in accordance with regulations
      prescribed by the Secretary of Treasury or his or her delegate under Code
      Section 414(q));

              


      

      


      
        	
                 
      

              	
                (C)

              	
                Received
      Compensation from the Company exceeding fifty thousand dollars ($50,000)
      (or such higher amount adjusted in accordance with regulations prescribed
      by the Secretary of Treasury or his or her delegate under Code Section
      414(q)) and were in the Top Paid Group;
or

              


      


      
        
           


        

        
           22


          
            

          

        

        
           


        

      


      


      
        	
                 
      

              	
                (D)

              	
                Were
      at any time an officer of the Company who received Compensation during
      such year exceeding fifty percent (50%) of the dollar limitation in effect
      for such year under Code Section 415(b)(1)(A).  For purposes of
      this subparagraph (D), the number of officers shall be limited to fifty
      (50) Employees (or if lesser, the greater of three (3) Employees or ten
      percent (10%) of the combined total of Employees); and if for any year no
      officer of the Employer earns Compensation greater than the amount
      referred to in this subparagraph (D) the highest paid officer of the
      Company, if an Employee, shall be treated as a Higher Compensated
      Employee.

              


      

      


      As an
alternative to the above, if:  (A) at all times during any Plan Year,
the Company maintained significant business activities and employed employees in
at least two (2) significantly separate geographic areas; and (B) the Company
satisfies such other conditions as the Secretary of Treasury or his or her
delegate may prescribe, then the Company may make the following election in
determining whether an Employee is a Higher Compensated Employee for such Plan
Year:  (A) item (vii)(B) above shall be applied by substituting fifty
thousand dollars "($50,000)" (or such higher amount adjusted in accordance with
regulations prescribed by the Secretary of Treasury or his or her delegate under
Code Section 414(q)) for seventy-five thousand dollars "($75,000)"; and (B) item
(vii)(C) above shall not apply.

      


      Notwithstanding
the above, an Employee who fits in item (vii)(B), (vii)(C), or (vii)(D) above in
the Determination Year, but not in the Look-Back Year, will not be a Higher
Compensated Employee unless:  (A) he or she is a Five Percent Owner in
the Determination Year or the Look-Back Year; or (B) he or she is one of the one
hundred (100) highest paid Employees of the Employer during the Determination
Year.  "Higher Compensated Employees" also means any individuals who
were Employees, separated from service with the Company before the Determination
Year, and were Higher Compensated Employees in the Plan Year they separated from
service with the Company or any Plan Year ending on or after they attained age
fifty-five (55).

      


      If an
Employee is, during a Determination Year or Look-Back Year, a Family Member of
either a Five Percent Owner who is an active or former Employee or a Higher
Compensated Employee who is one of the ten (10) most highly compensated Higher
Compensated Employees ranked on the basis of Compensation paid by
the


      
        
           


        

        
           23


          
            

          

        

        
           


        

      


      Company
during such year, then the Family Member and the Five Percent Owner or top-ten
Higher Compensated Employee shall be aggregated.  In such case, the
Family Member and Five Percent Owner or top-ten Higher Compensated Employee
shall be treated as a single Employee receiving Compensation and Plan
contributions or benefits equal to the sum of such Compensation and
contributions or benefits of the Family Member and Five Percent Owner or top-ten
Higher Compensated Employee.

      


      The
determination of who is a Higher Compensated Employee, including determinations
of the number and identity of Employees in the Top-Paid Group, the top one
hundred (100) Employees, the number of Employees treated as officers, and the
Compensation that is considered, will be made in accordance with Code Section
414(q) and the regulations thereunder.

      


      Notwithstanding
any language to the contrary in this subsection, effective for Plan Years
beginning after December 31, 1996, the term “Higher Compensated Employees” shall
for a given Determination Year mean solely Eligible Employees able to
participate in the Plan during such Plan Year whether or not participating, and
who:

      


      
        	
                 
      

              	
                (A)

              	
                are
      a Five Percent Owner during the Determination Year or Look Back Year;
      or

              


      

      


      
        	
                 
      

              	
                (B)

              	
                for
      the Look-Back Year, had compensation exceeding eighty thousand dollars
      ($80,000) (this dollar amount shall be adjusted at the same time and in
      the same manner as under Code Section 415(d)) and (if the Company elects
      for the Look-Back Year immediately preceding the Determination Year in a
      manner consistent with guidance prescribed by the Internal Revenue
      Service; provided such guidance is issued) is in the Top Paid Group of
      Eligible Employees in the Look-Back Year.  The Employer did not
      make a Top Paid Group election in Plan Years occurring during the period
      in 1997-2001.

              


      

      


      In
determining which Eligible Employees are Higher Compensated Employees for the
first Plan Year after December 31, 1996, the family aggregation rules set forth
in this subsection shall not be applied in such Plan Year or the proceeding Plan
Year.

      


      
        	
                 
      

              	
                (viii)

              	
                "Look-Back
      Year" means the twelve-month period immediately preceding the
      Determination Year.

              


      


      
        
           


        

        
           24


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (ix)

              	
                "Lower
      Compensated Employees" mean Employees who in the Determination Year are
      eligible to participate in the Plan (including individuals who are
      eligible to participate in this Plan and who would be Lower Compensated
      Employees but elect not to participate) and who are not Higher Compensated
      Employees.

              


      

      


      
        	
                 
      

              	
                (x)

              	
                "Top
      Paid Group" means the top twenty percent (20%) of the Employees ranked on
      the basis of Compensation during the year; provided, however, that
      Employees described in Code Section 414(q)(8) and Q&A 9(b) of
      Temporary Treasury Regulation Section 1.414 (q)-1T are excluded in the
      manner provided therein.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                401(k)
      Nondiscrimination Test.

              


      

      


      Each Plan
Year the annual allocation derived from a Participant's Deferrals shall satisfy
one of the following tests or any other test which might be prescribed under
Code Section 401(k):

      


      
        	
                 
      

              	
                (i)

              	
                The
      Actual Deferral Percentage for Higher Compensated Employees shall not
      exceed the Actual Deferral Percentage for Lower Compensated Employees
      multiplied by 1.25; or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                The
      Actual Deferral Percentage for Higher Compensated Employees shall not
      exceed 2 multiplied by the Actual Deferral Percentage for Lower
      Compensated Employees; and the excess for the Actual Deferral Percentage
      for Higher Compensated Employees over the Actual Deferral Percentage for
      Lower Compensated Employees shall not exceed 2 percentage
      points.

              


      

      


      Notwithstanding
the foregoing provisions of this subsection, effective for Plan Years beginning
after December 31, 1996, the Actual Deferral Percentage for Lower Compensated
Employees that shall, except as provided in the following sentence, be used in
applying the tests set forth in this subsection for a Determination Year shall
be the Actual Deferral Percentage for Lower Compensated Employees in the
Determination Year.  The Company may elect (in a manner consistent
with guidance prescribed by the Internal Revenue Service; provided such guidance
is issued) to use, when applying the tests set forth in this subsection, the
Actual Deferral Percentage of Lower Compensated Employees in the Look-Back Year
instead of the Determination Year.  In the Plan Years beginning
January 1, 1997, 1998, 1999, 2000 and 2001, the Company elected to utilize the
Actual Deferral Percentage of Lower Compensated Employees for the Determination
Year.

      


      
        	
                 
      

              	
                (c)

              	
                Treatment of Excess
      Contributions.

              


      


      
        
           


        

        
           25


          
            

          

        

        
           


        

      


      If the
limits in Section 3.04(b) are exceeded in any Plan Year, the following
provisions shall apply:

      


      
        	
                 
      

              	
                (i)

              	
                Notwithstanding
      any provisions of this Plan to the contrary, if the Committee determines
      that a Higher Compensated Employee's Deferrals for any Plan Year will
      cause this Plan to fail to meet the nondiscrimination test of Section
      3.04(b), the Committee, in its sole discretion, may reduce (or suspend, if
      necessary) the rate of future Deferrals of the Higher Compensated
      Employee.

              


      

      


      The
Committee shall make the reduction on a uniform basis.  It shall first
apply to Higher Compensated Employees then contributing the highest rate of
Section 3.01 unmatched Deferrals and then to Higher Compensated Employees then
contributing the next highest rate of Section 3.01 unmatched Deferrals and so
on, in descending order, from the highest rate.  If the reduction of
Section 3.01 unmatched Deferrals is not sufficient, then the reduction shall
apply to Higher Compensated Employees then contributing the highest rate of
Section 3.01 matched Deferrals and then to Higher Compensated Employees then
contributing the next highest rate of Section 3.01 matched Deferrals and so on,
in descending order from the highest rate.  The Committee shall
establish such rules as the Committee, in its sole discretion, deems appropriate
to carry out the provisions of this paragraph.

      


      For the
purposes of this subsection, the phrases “rate of Section 3.01 Unmatched
Deferrals” and “rate of Section 3.01 Matched Deferrals” shall, for Plan Years
beginning after December 31, 1996, refer to the dollar amount of such
Deferrals.  In Plan Years beginning prior to January 1, 1997, the
phrase “rate of Section 3.01 Unmatched Deferrals” shall refer to the ratio of a
Higher Compensated Employee’s Unmatched Deferrals to Compensation and the phrase
“rate of Section 3.01 Matched Deferrals” shall refer to the ratio of a Higher
Compensated Employee’s Matched Deferrals to Compensation.

      


      
        	
                 
      

              	
                (ii)

              	
                In
      the event that the Deferrals allocated to Higher Compensated Employees for
      any Plan Year result in Excess Contributions, the Committee shall direct
      the Trustee to distribute the Excess Contributions, adjusted for any
      applicable Trust Fund investment income or loss thereon, to the affected
      Higher Compensated Employees by March 15 following the Plan Year in which
      the Excess Contributions occurred but in no event later than the close of
      the Plan Year following the Plan Year in which the Excess Contributions
      occurred.  To determine the portion of the Excess Contributions
      to be

              


      


      
        
           


        

        
           26


          
            

          

        

        
           


        

      


      distributed
to each Higher Compensated Employee, the Committee shall direct the Trustee to
distribute the Deferrals allocated to Higher Compensated Employees for the Plan
Year in which the Excess Contributions occurred to the extent necessary to
prevent the Actual Deferral Percentage for the group of Higher Compensated
Employees from exceeding the permissible Actual Deferral Percentage for the
group.

      


      The
Committee shall direct the Trustee to make the distribution on a uniform
basis.  It shall first be made with respect to Higher Compensated
Employees with the highest Actual Deferral Ratio for the Plan Year and then with
respect to Higher Compensated Employees with the next highest Actual Deferral
Ratio for the Plan Year and so on, in descending order from the highest rate
until the test in Section 3.04(b) is satisfied.

      


      For the
purposes of this subsection, the phrase “Actual Deferral Ratio” shall for Plan
Years beginning after December 31, 1996, refer to the dollar amount of such
Deferrals and for Plan Years beginning before January 1, 1997, shall mean the
Actual Deferral Ratio of a Higher Compensated Employee.

      


      The
portion of the Excess Contributions applicable to each Higher Compensated
Employee shall be distributed to the Higher Compensated Employee in a single
payment.  The portion of each Higher Compensated Employee's Excess
Contributions that is to be distributed in accordance with this Section 3.04
shall be reduced by any Excess Deferrals previously distributed to the Higher
Compensated Employee with respect to the same Plan Year under Section
3.03.

      


      
        	
                 
      

              	
                (iii)

              	
                Excess
      Contributions to be distributed under this Section 3.04 with respect to a
      Higher Compensated Employee shall be adjusted to include any applicable
      Trust Fund investment income or loss on such contributions in the
      immediately preceding calendar year.  The investment income or
      loss attributable to the Higher Compensated Employee's Excess
      Contributions for the immediately preceding Plan Year shall be determined
      by multiplying the income or loss attributable to the Higher Compensated
      Employee's Deferrals in such year by a fraction having as its numerator
      the Employee's Excess Contributions for such year and having as its
      denominator the sum of: (A) the balance in the Higher Compensated
      Employee's Deferral Account at the beginning of the immediately preceding
      Plan Year, plus (B) the Higher Compensated Employee's Deferrals for such
      Plan Year.  The distribution shall reduce the Participant's
      Deferral Account as of the

              


      


      
        
           


        

        
           27


          
            

          

        

        
           


        

      


      date it
is distributed.  The Committee shall establish such rules and give
such timely directions to the Trustee as the Committee, in its sole discretion,
deems appropriate to carry out the provisions of this paragraph.

      


      In the
case of a Higher Compensated Employee whose Actual Deferral Ratio is determined
under the family aggregation rules, the determination of the amount of Excess
Contributions shall be made by combining the Deferrals and Compensation of all
Family Members, the Excess Contributions shall be reduced in accordance with the
method described in subparagraphs (c)(I-iii) above and the Excess Contributions
for the family unit shall be allocated among the Family Members in proportion to
the Deferrals of each Family Member that have been combined to determine the
Actual Deferral Ratio. Effective for Plan Years beginning after December 31,
1996, the aforesaid family aggregation rules shall no longer apply.

      


      
        	
                3.05

              	
                Limitation on Company
      Matching Contributions

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Definitions.

              


      

      


      For
purposes of this Section 3.05, the following terms shall have the following
meanings:

      


      
        	
                 
      

              	
                (i)

              	
                "Aggregate
      Limit" means the greater of:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                the
      sum of:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                one
      hundred twenty five percent (125%) of the greater of:  (a) the
      Actual Deferral Percentage of Lower Compensated Employees for such Plan
      Year; or (b) the Contribution Percentage of Lower Compensated Employees
      for such Plan Year; and

              


      

      


      
        	
                 
      

              	
                (2)

              	
                two
      (2) percentage points plus the lesser of (A)(1)(a) or (A)(1)(b); provided,
      however, that this amount shall not exceed two hundred percent (200%) of
      the lesser of (A)(1)(a) or
(A)(1)(b);

              


      

      


      or

      


      
        	
                 
      

              	
                (B)

              	
                the
      sum of:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                one
      hundred twenty five percent (125%) of the lesser of: (a) the Actual
      Deferral Percentage of the
Lower

              


      


      
        
           


        

        
           28


          
            

          

        

        
           


        

      


      Compensated
Employees for such Plan Year; or (b) the Contribution Percentage of the Lower
Compensated Employees for the Plan Year; and

      


      
        	
                 
      

              	
                (2)

              	
                two
      (2) percentage points plus the greater of (B)(1)(a) or (B)(1)(b);
      provided, however, in no event shall this amount exceed two hundred
      percent (200%) of the greater of (B)(1)(a) or
  (B)(1)(b).

              


      

      
        	
                 
      

              	
                (ii)

              	
                "Contribution
      Percentage" means, with respect to Higher Compensated Employees and Lower
      Compensated Employees for a Plan Year, the average of the ratios
      (expressed as percentages), calculated separately for each Employee in the
      group applying to him and hereinafter referred to as "Contribution
      Percentage Ratio," of the Company Section 3.02 matching contributions on
      behalf of the Employee (and Deferrals, if the Company makes a Section
      3.05(d) election) for the Plan Year to the Employee's Compensation for the
      Plan Year.  Notwithstanding the foregoing, if a Higher
      Compensated Employee is eligible to participate in two (2) or more plans
      of the Company which are subject to Code Section 401(m), the Contribution
      Percentage Ratio for the Higher Compensated Employee will be determined by
      treating all such plans as a single
plan.

              


      

      


      If,
during the Determination Year or Look-Back Year, an individual employed by the
Company is an Employee and is a Family Member of either a Five Percent Owner, or
a Higher Compensated Employee who is one of the ten (10) most Highly Compensated
Employees of the Company (ranked on the basis of Compensation paid by the
Company during such year), the Contribution Percentage Ratio for the Five
Percent Owner or Higher Compensated Employee and such Family Member (who
together shall be treated as one Higher Compensated Employee) must be determined
by combining the Company Section 3.02 matching contributions, (and Deferrals, if
the Company makes a Section 3.05(d) election) and Compensation of all Family
Members.  Except to the extent taken into account in the immediately
preceding sentence, the Company Section 3.02 matching contributions, (and
Deferrals, if the Company makes a Section 3.05(d) election) and Compensation of
all Family Members are disregarded in determining the Contribution Percentage
for the groups of Higher Compensated Employees and Lower Compensated Employees.
Effective for Plan Years beginning after December 31, 1996, the aforesaid family
aggregation rules shall no longer apply.

      


      The
Company's Section 3.02 matching contribution will be taken into account in
determining a Participant's Contribution Percentage Ratio for a Plan Year only
if such contribution is made on account of the


      
        
           


        

        
           29


          
            

          

        

        
           


        

      


      Participant's
Deferrals for the Plan Year, is (under the terms of the Plan) allocated to the
Participant's applicable account as of a date within that year, and is actually
paid to the Trust by no later than the twelfth (12th) month following the close
of that year.  Qualified matching contributions which are used to meet
the requirements of Code Section 401(k)(3)(A) are not to be taken into account
for purposes of Section 3.05(a).

      


      
        	
                 
      

              	
                (iii)

              	
                "Determination
      Year" means the Determination Year defined in Section
  3.04.

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                "Company"
      means, for purposes of this Section 3.05, the Company defined in Section
      3.04.

              


      

      


      
        	
                 
      

              	
                (v)

              	
                "Excess
      Aggregate Contributions" mean the amount of the Company Section 3.02
      matching contributions on behalf of Higher Compensated Employees (and
      Deferrals of Higher Compensated Employees, if the Company makes a Section
      3.05(d) election) for a Plan Year that causes the Contribution Percentage
      for the group to exceed the limits allowed by Sections 3.05(b) and (if
      applicable) 3.05(c).

              


      

      


      
        	
                 
      

              	
                (vi)

              	
                "Excess
      Contributions" mean the contributions defined in Section
    3.04.

              


      

      


      
        	
                 
      

              	
                (vii)

              	
                "Excess
      Deferrals" mean the Deferrals defined in Section
  3.03.

              


      

      


      
        	
                 
      

              	
                (viii)

              	
                "Family
      Member" means the Family Member defined in Section
  3.04.

              


      

      


      
        	
                 
      

              	
                (ix)

              	
                "Higher
      Compensated Employees" mean the Higher Compensated Employees defined in
      Section 3.04.

              


      

      


      
        	
                 
      

              	
                (x)

              	
                "Look-Back
      Year" means the Look-Back Year defined in Section
  3.04.

              


      

      


      
        	
                 
      

              	
                (xi)

              	
                "Lower
      Compensated Employees" mean the Lower Compensated Employees defined in
      Section 3.04.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                401(m)
      Nondiscrimination Test.

              


      

      


      Each Plan
Year the Company Section 3.02 matching contributions on behalf of Participants
(and Deferrals, if the Company makes a Section 3.05(d) election) shall satisfy
one of the following tests or any other test which might be prescribed under
Code Section 401(m):


      
        
           


        

        
           30


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (i)

              	
                The
      Contribution Percentage for Higher Compensated Employees shall not exceed
      the Contribution Percentage for Lower Compensated Employees multiplied by
      1.25; or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                The
      Contribution Percentage for Higher Compensated Employees shall not exceed
      2 multiplied by the Contribution Percentage for Lower Compensated
      Employees; and the excess of the Contribution Percentage for Higher
      Compensated Employees over the Contribution Percentage for Lower
      Compensated Employees shall not exceed 2 percentage
  points.

              


      

      


      Notwithstanding
the foregoing provisions of this subsection, effective for the Plan Years
beginning after December 31, 1996, the Compensation Percentage for Lower
Compensated Employees that shall, except as provided in the following sentence,
be used in applying the tests set forth in this subsection for a Determination
Year shall be the Compensation Percentage for Lower Compensated Employees in the
Determination Year.  The Company may elect (in a manner consistent
with guidance prescribed by the Internal Revenue Service; provided such guidance
is issued) to use, when applying the tests set forth in this subsection, the
Compensation Percentage of Lower Compensated Employees in the
Look-Back  Year rather than that of the Determination
Year.   Pursuant to the two foregoing sentences, in the Plan
Years beginning January 1, 1997, 1998, 1999, 2000 and 2001, the Company elected
to utilize the ACP of Lower Compensated Employees in the Determination
Year.

      


      
        	
                 
      

              	
                (c)

              	
                Multiple
      Use.

              


      

      


      For Plan
Years beginning after December 31, 1988, if the sum of all Higher Compensated
Employees' Actual Deferral Percentage and Contribution Percentage exceeds the
Aggregate Limit, then the Contribution Percentage of Higher Compensated
Employees shall be reduced in the manner set forth in Section 3.05(e) so that
the Aggregate Limit is not exceeded.  The Actual Deferral Percentage
and the Contribution Percentage of Higher Compensated Employees are determined
after any corrections required to meet the tests set forth in Sections 3.04(b),
3.05(b) and (if applicable) 3.05(c).  Multiple use does not occur if
both the Actual Deferral Percentage and the Contribution Percentage of Higher
Compensated Employees do not exceed 1.25 multiplied by the Actual Deferral
Percentage and the Contribution Percentage of Lower Compensated
Employees.

      


      The
multiple use test described in Treasury Regulation section 1.401(m)-2 and in
this subsection shall not apply for Plan Years beginning after December 31,
2001.

      



      
        
           


        

        
           31


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (d)

              	
                Company
      Election

              


      

      


      In
computing the Contribution Percentage, the Company, in accordance with Treasury
Regulation Section 1.401(m)-1(b)(5), may, to the extent allowed by such
regulation, elect to use Deferrals in determining the Contribution
Percentage.  The Committee shall establish such rules and give such
directions to the Trustee as shall be appropriate to carry out Section
3.05(c).

      


      
        	
                 
      

              	
                (e)

              	
                Treatment of Excess
      Aggregate Contributions.

              


      

      


      If the
limits in Sections 3.05(b) and (if applicable) 3.05(c) are exceeded in any Plan
Year, the following provisions shall apply:

      


      
        	
                 
      

              	
                (i)

              	
                In
      the event that the Company Section 3.02 matching contributions (and
      Deferrals, if the Company makes a section 3.05(d) election) allocated to
      Higher Compensated Employees for any Plan Year result in Excess Aggregate
      Contributions, the Committee shall direct the Trustee to distribute the
      Excess Aggregate Contributions, adjusted for any applicable Trust Fund
      investment income or loss thereon, to the Higher Compensated Employees
      with the highest Contribution Percentage, if they are Vested in the
      amounts, by March 15 following the Plan Year in which the Excess Aggregate
      Contributions occurred but in no event later than the close of the Plan
      Year following the Plan Year in which the Excess Aggregate Contributions
      occurred.  If the affected Higher Compensated Employees are not
      Vested in such amounts, the Committee shall direct the Trustee to treat
      the nonvested portion of the Excess Aggregate Contributions as a
      forfeiture (allocable to the Plan Year in which the Excess Aggregate
      Contributions occurred) and allocate them according to the rules in
      Section 6; provided, however, that no amount of the forfeited Excess
      Aggregate Contributions shall be allocated to a Higher Compensated
      Employee whose share of Company Section 3.02 matching contributions (and
      Deferrals, if the Company makes a Section 3.05(d) election) is adjusted
      under this Section 3.05.

              


      

      


      To
determine the portion of the Excess Aggregate Contributions to be distributed
to, or forfeited by, each Higher Compensated Employee, the Committee shall
direct the Trustee to distribute, or cause to be forfeited, the Company Section
3.02 matching contributions (and Deferrals, if the Company makes a Section
3.05(d) election) allocated to the Higher Compensated Employee for the Plan Year
in which the Excess Aggregate Contributions occurred to the extent necessary to
prevent the Contribution Percentage for the group of Higher Compensated
Employees from exceeding the permissible Contribution Percentage for the
group.


      
        
           


        

        
           32


          
            

          

        

        
           


        

      


      


      The
Committee shall direct the Trustee to make the distribution, or cause the
forfeiture to be made, on a uniform basis.  It shall first be made
with respect to the Higher Compensated Employee with the highest Contribution
Percentage for the Plan Year and then with respect to the Higher Compensated
Employee with the next highest Contribution Percentage for the Plan Year and so
on, in descending order from the highest rate until the tests in Section 3.05(b)
and (if applicable) 3.05(c) are satisfied.  For the purpose of this
subparagraph, the phrase “Contribution Percentage” shall for Plan Years
beginning after December 31, 1996, refer to the dollar amount of contributions
that are considered in determining a Participant’s Contribution Percentage, and
for Plan Years beginning before January 1, 1997, shall mean a Participant’s
Contribution Percentage Ratio.

      


      The
portion of the Vested Excess Aggregate Contributions applicable to each Higher
Compensated Employee shall be distributed to the Higher Compensated Employee in
a single payment.  If the Company has elected under Section 3.05(d) to
count Deferrals in the determination of Excess Aggregate Contributions, the
portion of the Excess Aggregate Contributions applicable to each Higher
Compensated Employee that is to be distributed or forfeited in accordance with
this Section 3.05 shall be reduced by any Excess Deferrals and Excess
Contributions previously distributed to the Higher Compensated Employee with
respect to the same Plan Year under Sections 3.03 and 3.04.

      


      
        	
                 
      

              	
                (ii)

              	
                Excess
      Aggregate Contributions to be distributed or forfeited under this Section
      3.05 with respect to a Higher Compensated Employee shall be adjusted to
      include any applicable Trust Fund investment income or loss
      thereon.  The investment income or loss attributable to the
      Higher Compensated Employee's Excess Aggregate Contributions for the
      immediately preceding Plan Year, shall be the income or loss allocable to
      the Higher Compensated Employee's Company Matching Contributions Account,
      (and Deferral Account, if the Company makes a Section 3.05(d) election) to
      the extent there is a distribution or forfeiture attributable to said
      Accounts multiplied by a fraction:  (A) the numerator of which
      is the Higher Compensated Employee's Excess Aggregate Contributions for
      the immediately preceding Plan Year; and (B) the denominator of which is
      the sum of:  (I) the balance in such accounts at the beginning
      of the immediately preceding Plan Year; plus (ii) the Company Section 3.02
      Matching Contributions and, if applicable, the Participant's Deferrals if
      the Company makes a Section 3.05(d) election, for such Plan
      Year.  The distribution
or

              


      


      
        
           


        

        
           33


          
            

          

        

        
           


        

      


      forfeiture
shall reduce the Participant's Company Matching Contribution Account, (and
Deferral Account, if the Company makes a Section 3.05(d) election) as of the
date it is distributed or forfeited, to the extent there is a distribution or
forfeiture attributable to said Accounts.  The Committee shall
establish such rules and give such timely directions to the Trustee as the
Committee, in its sole discretion, deems appropriate to carry out the provisions
of this paragraph.

      
        	
                 
      

              	
                (iii)

              	
                If
      the Higher Compensated Employee's Compensation Percentage Ratio is
      determined by combining the Company Section 3.02 matching contributions,
      (and Deferrals, if the Company makes a Section 3.05(d) election) and
      Compensation of all Family Members, the Excess Aggregate Contributions
      shall be reduced in accordance with the method described in subparagraphs
      (e)(i) through (e)(ii) above and the Excess Aggregate Contributions for
      the family unit shall be allocated among the Family Members in proportion
      to the Company Section 3.02 matching contributions (and Deferrals, if the
      Company makes a Section 3.05(d) election) of each Family Member that are
      combined to determine the Contribution Percentage Ratio. Effective for
      Plan Years beginning after December 31, 1996, the aforesaid family
      aggregation rules shall no longer
apply.

              


      

      


      
        	
                3.06

              	
                Limitation on Annual
      Additions

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Basic
      Limitation

              


      

      


      Notwithstanding
any provisions of this Plan to the contrary, the Annual Additions allocated to
any Participant's Accounts for a Plan Year will not exceed the lesser of (i)
twenty-five percent (25%) of the Participant's Compensation paid in such year,
or (ii) $30,000, or, if greater, twenty-five percent (25%) of the dollar
limitation in effect under Code Section 415(c)(1)(A) as adjusted by Code Section
415(d).

      


      For
purposes of this Section, "Annual Additions" means the total amount of Company
Matching Contributions, Participant Deferrals, Participant after-tax
contributions, if any, and forfeitures, if any, allocated to the Participant's
Accounts during the Plan Year.

      


      For Plan
Years beginning before January 1, 2002, and notwithstanding any provision of
this Plan to the contrary, the Annual Additions allocated to any Participant’s
Accounts for a Plan Year will not exceed the lessor of (i) twenty-five percent
(25%) of the Participant’s Compensation paid in such years, or (ii) $30,000, or,
if greater, twenty-five percent (25%) of the dollar limitation in effect under
Code Section 415(c)(1)(A) as adjusted by Code Section 415(d).


      
        
           


        

        
           34


          
            

          

        

        
           


        

      


      For Plan
Years beginning after December 31, 2001, and notwithstanding any provisions of
this Plan to the contrary (except to the extent permitted under Section 3.03(b)
of the Plan and Code Section 414(v)), the Annual Additions that may be
contributed or allocated to any Participant’s Accounts for a Plan Year will not
exceed the lessor of (i)  $40,000, as adjusted for increases in the
cost-of-living under Code Section 415(d), or (ii) one-hundred percent (100%) of
the Participant’s Compensation, within the meaning of Code Section 415(c)(3)
within such years.

      The
one-hundred percent (100%) Compensation limit referred to herein shall not apply
to any contribution for medical benefits after separation from service (within
the meaning of Code Sections 401(h) or 419A(f)(2)) which is otherwise treated as
an annual addition.

      


      For
purposes of this Section, “Annual Additions” means the total amount of Company
Matching Contributions, Participant Deferrals, Participant after-tax
contributions, if any, and forfeitures, if any, allocated to the Participant’s
Accounts during the Plan Year, without regard to any rollover contribution as
delineated in Code Section 415(c)(2).

      


      
        	
                 
      

              	
                (b)

              	
                Participation in Other
      Defined Contribution Plans

              


      

      


      The
limitation of this Section 3.06 with respect to any Participant who at any time
has participated in any other qualified defined contribution plan (as defined in
ERISA Section 3(34) and Code Section 414(I)) maintained by an Affiliated Company
will apply as if the total contributions allocated under all such defined
contribution plans in which the Participant has participated were allocated
under one Plan.

      


      
        	
                 
      

              	
                (c)

              	
                Participation in this
      Plan and Defined Benefit
Plan

              


      

      


      If a
Participant has been a Participant in a qualified defined benefit plan (as
defined in ERISA Section 3(35) and Code Section 414(j)) maintained by an
Affiliated Company, the sum of the Participant's Defined Benefit Plan Fraction
and Defined Contribution Plan Fraction for any year will not exceed
1.  For purposes of this subsection (c) only, the following words and
phrases have the meanings specified below:

      


      
        	
                 
      

              	
                (i)

              	
                “Defined
      Benefit Plan Fraction” for any Plan Year means a fraction where the
      numerator is the Participant's Projected Annual Benefit, as defined below,
      as of the end of the year and the denominator is the lesser of one and
      twenty-five hundredths multiplied by the dollar limitation in effect under
      Code Section 415(b)(1)(A) for such Plan Year or one and four-tenths
      multiplied by 100 percent of the Participant's average annual Compensation
      for the highest 3 consecutive calendar Years of
    Participation.

              


      


      
        
           


        

        
           35


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (ii)

              	
                “Defined
      Contribution Plan Fraction” for any Plan Year means a fraction, not to
      exceed one, where the numerator is the sum of all Annual Additions made on
      behalf of the Participant to his Accounts in such Plan Year and for all
      previous Plan Years, and the denominator is the sum of the lesser of (A)
      or (B) determined for such Plan Year and for each previous Plan Year
      during which the Participant was employed by the Affiliated
      Company:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                One
      and twenty-five hundredths multiplied by the dollar limitation in effect
      under Code Section 415(c)(1)(A) for such Plan
  Year.

              


      

      


      
        	
                 
      

              	
                (B)

              	
                One
      and four-tenths multiplied by twenty-five percent of the Participant's
      Compensation in such Plan Year.

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                “Participant's
      Projected Annual Benefit” means the annual benefit to which the
      Participant would be entitled under all Affiliated Company-sponsored
      defined benefit plans, assuming the Participant continues employment until
      Normal Retirement Date; the Participant's Compensation continues until
      Normal Retirement Date at the rate in effect during the current calendar
      year; and all other factors relevant for determining benefits under the
      Plan remain constant at the level in effect during the current calendar
      year.

              


      

      


      In the
event that the Participant's Defined Benefit Plan Fraction and Defined
Contribution Plan Fraction for any Plan Year exceed one, adjustments will be
made by first reducing the amount in the numerator of the Defined Benefit Plan
Fraction, to the extent possible, and then by reducing the amount in the
numerator of the Defined Contribution Plan Fraction.

      


      Effective
for Plan Years beginning after 1999, the provisions of this subsection (c) shall
no longer apply.

      


      
        	
                 
      

              	
                (d)

              	
                Treatment of Excess
      Annual Additions

              


      

      


      If as a
result of an allocation of forfeitures, a reasonable error in estimating a
Participant's Compensation, a reasonable error in determining a Participant's
Deferrals, or other facts and circumstances that the Internal Revenue Service
finds justifies the availability of this Section 3.06(d), the Annual Additions
allocated to a Participant's Accounts for any Plan Year exceed the limitation in
Section 3.06(a), the following provisions shall apply:

      


      
        	
                 
      

              	
                (i)

              	
                First,
      amounts attributable to the Participant's Unmatched Deferrals, and if
      necessary, his Matched Deferrals, will be reduced.  Such amounts
      will be returned to the Company employing the
  Participant,

              


      


      
        
           


        

        
           36


          
            

          

        

        
           


        

      


      solely
for the purpose of enabling the Company to withhold any federal, state, or local
taxes due on such amounts.  The Company will pay all remaining amounts
to the Participant.

      


      
        	
                 
      

              	
                (ii)

              	
                Second,
      the Company Matching Contribution allocated to the Participant's Company
      Matching Contributions Account will be reduced.  The amount of
      the reduction will be allocated and reallocated to other Participants who
      have made deferrals in such year.

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                If,
      however, the reallocation to other Participants in the Plan pursuant to
      subparagraph (ii) above of the excess amounts (and net earnings
      attributable to the excess amounts) causes the limitation contained in
      Section 3.06(a) to be exceeded with respect to every Participant for the
      Plan Year, the Committee shall direct the Trustee to hold the excess
      amounts unallocated in a suspense account for the Plan Year and to
      allocate and reallocate the excess amounts during the next Plan Year
      (subject to the limitation set forth in Section 3.06(a)) to all the
      Participants in the Plan in such Plan Year, before any Company Section
      3.02 matching contributions or Section 6 forfeitures may be made to the
      Plan for that Plan Year.  If a suspense account is in existence
      at any time during a Plan Year, investment gains or losses of the Trust
      Fund will not be allocated to the suspense
  account.

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                The
      excess amounts that are to be distributed to, or forfeited by, each
      Participant in accordance with this Section 3.06 shall be reduced by any
      Excess Deferrals, Excess Contributions and Excess Aggregate Contributions
      previously distributed to the Participant with respect to the same Plan
      Year under Sections 3.03, 3.04, and
3.05.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                The
      determination of the limitation on Annual Additions described in this
      Section 3.06 will be made considering the Employees of all Affiliated
      Companies as employed by a single employer.  Such determination
      will be made assuming the phrase, “more than fifty percent” is substituted
      for the phrase “at least eighty percent” each place it appears in Code
      Section 1563(a)(1).

              


      

      


      
        	
                3.07

              	
                Allocation of
      Forfeitures

              


      

      


      Amounts
forfeited pursuant to Section 6.05 will, except as otherwise provided in the
Plan, be allocated quarterly, to Participants who are active or suspended as of
the last day of the calendar quarter for which the forfeitures are being
allocated.  Such forfeitures will be allocated to the Company Matching
Contributions Account of such Participants by the fifteenth (15th) of the month
following each quarter end.  The amount to be allocated, if
administratively practicable, will bear the same ratio to the


      
        
           


        

        
           37


          
            

          

        

        
           


        

      


      total
forfeitures for such calendar quarter as the Participant’s Company
Matching

      Contributions
for the calendar quarter bear to the Company Matching Contributions of all
Participants for the calendar quarter.

      


      
        	
                3.08

              	
                Rollover
      Contributions

              


      

      


      Effective
January 1, 1993, the Committee shall decide whether to accept a transfer of
assets from a Code Section 401(a)(31) eligible retirement plan with respect to a
person who is or is about to become a Participant in this Plan, provided the
transfer of such assets to this Plan qualifies as a direct or sixty (60) day
rollover of a Code Section 401(a)(31)(C) eligible rollover
distribution.

      


      After
December 31, 2001, the Committee shall decide whether to accept rollover
distributions from Code Sections 401(a) and 403(a) qualified plans, Code Section
403(b) annuity contracts, and Code Section 457(b) eligible plans maintained by a
state, political subdivision of a state, or any agency or instrumentality of a
state or a political subdivision of a state with respect to a person who is or
is about to become a Participant in this Plan, provided the transfer of such
assets to this Plan qualifies as a direct or sixty (60) day rollover under the
provisions of Code Section 401(a)(31).

      


      The
Committee shall require the Participant to provide reasonable evidence that any
such amount meets the above requirements.  Failure of the Participant
to provide such evidence will preclude the Plan's acceptance of any such
amount.  Furthermore the Plan shall not be required to accept any
transfer from another qualified plan.

      


      The
Committee may establish other uniform rules and procedures, consistent with the
requirements of the Code and this Section 3.08, concerning the acceptance of
rollover contributions, including rules that limit or prohibit wire transfers
and other payments that are made directly to this Plan from another Plan in lieu
of having the Participant receive a check payable to this Plan's Trustee for
delivery to a Plan representative who is authorized to receive rollover
contributions.

      


      
        	
                3.09

              	
                Employer
      Error

              


      

      


      If the
Company makes an incorrect Section 3.02 matching contribution on behalf of a
Participant as a result of an error by the Company, then, notwithstanding
Section 3.02, the Company shall increase or decrease Section 3.02 matching
contributions to the Participant's Company Matching Contributions Account within
a reasonable time after discovery of the error to the extent necessary, and
allowed by law, to correct the error as long as the Section 3.02 matching
contributions when averaged over the Plan Year equal the amount of contributions
required under Section 3.02.  The Section 3.02 matching contributions
shall be adjusted for earnings or losses which would have accrued to the
Participant>s Company Matching Contributions


      
        
           


        

        
           38


          
            

          

        

        
           


        

      


      Account
if the correct Section 3.02 matching contribution had been made. Alternatively,
the Company may recover from the Trust Fund a Section 3.02 matching contribution
made as a result of a mistake of fact if the requirements of the Trust are
satisfied.

      If the
Company makes an incorrect Deferral on behalf of Participant as a result of an
error by the Company, then, notwithstanding the percentage limitations set forth
in Section 3.01, the Participant may elect to increase or decrease his or her
Deferrals to the extent necessary to correct the error as long as his or her
Deferrals when averaged over the Plan Year do not exceed the percentage
limitations set forth in Sections 3.01.  The Deferrals made pursuant
to this Section 3.09 shall not be adjusted for earnings or losses which would
have accrued to the Participant's Accounts if the correct deposit had been
made.

      


      If the
Company makes an incorrect Section 3.07 forfeiture allocation on behalf of a
Participant as a result of an error by the Company, then, notwithstanding
Section 3.07, the Company shall increase or decrease Section 3.07 forfeiture
allocation to the Participant's Company Matching Contributions Account within a
reasonable time after discovery of the error to the extent necessary, and
allowed by law, to correct the error.  The Section 3.07 forfeiture
allocation shall be adjusted for earnings or losses which would have accrued to
the Participant's Company Matching Contributions Account if the correct Section
3.07 forfeiture allocation had been made.  Alternatively, the Company
may recover from the Trust Fund a Section 3.07 forfeiture allocation made as a
result of a mistake of fact if the requirements of the Trust are
satisfied.

      


      Notwithstanding
the foregoing, any Deferrals and Company Section 3.02 matching contributions
made pursuant to this Section 3.09 shall be subject to the limitations set forth
in Sections 3.03, 3.04, 3.05, and 3.06.  Furthermore, any Company
Section 3.07 forfeiture allocation made pursuant to this Section 3.09 shall be
subject to the limitations set forth in Section 3.06.

      


      
        	
                3.10

              	
                Inclusion of
      Ineligible Employee

              


      

      


      If, in
any Plan Year, a non Eligible Employee is erroneously included as a Participant
in the Plan and discovery of such erroneous inclusion is not made until after a
Deferral for the Plan Year has been made, the Company may, if allowed by law,
recover the Deferral, and any earnings thereon, from the Trust Fund and refund
it to such Employee, when a distributable event under Code Section 401(k)
occurs.  The Company may recover a Section 3.02 matching contribution
or a Section 3.07 forfeiture allocation from the Trust Fund if and only if the
requirements of the Trust are satisfied.

      


      ARTICLE
4

      


      INVESTMENT OF CONTRIBUTIONS
AND


      
        
           


        

        
           39


          
            

          

        

        
           


        

      


      


      VALUATION OF
ACCOUNTS

      


      
        	
                4.01

              	
                Participants'
      Accounts

              


      

      


      The
Committee will establish and maintain in the name of each Participant a Company
Matching Contributions Account, a Deferral Account, a Frozen After Tax Account,
and a Rollover Account.  A Participant's Accounts will be credited
with contributions and forfeitures, charged with withdrawals and distributions,
and adjusted for investment results as determined under the Plan and otherwise
as set forth in the Plan.

      


      
        	
                4.02

              	
                Investment
      Funds

              


      

      


      Upon
enrollment or reenrollment, each Participant will have his Accounts invested in
the Trust Fund.  The Trust Fund will consist of those Investment Funds
described in Schedule A attached to this Plan and incorporated as part of the
Plan.  Each Participant will have the right upon enrollment,
reenrollment, and during participation, to elect the Investment Fund(s) under
which future contributions to his Deferral Account, Rollover Account and Frozen
After Tax Account will be invested, by making such election through the Voice
Response System or in such other manner as is allowed by the Committee from time
to time.  The election will include the percentage, subject to the
restrictions in Schedule A, of future contributions to be invested in each
Investment Fund, with the total of the percentages equal to one hundred percent
(100%).  Such election for future contributions will be effective as
soon as administratively practicable on or after the Business Day such election
is received by the Voice Response System or by the Committee and/or its designee
if the Committee creates an alternative method of making such
elections.

      


      In
addition, each Participant will also have the right to have all or any part of
his Deferral Account, Rollover Account or Frozen After Tax Account transferred
among and between the Investment Fund(s), subject to the restrictions set forth
in Schedule A, by making such election through the Voice Response
System.  Transfers in a Participant’s Accounts will take place as soon
as administratively practicable on or after the Business Day such election is
received by the Voice Response System.  The Committee may create
alternative rules allowing for such transfers.

      


      Except
for Participant Deferrals invested in Employer Securities and as provided in
Section 4.03 below, the Committee will exercise voting, tender, and other rights
with respect to the Investment Funds.

      


      


      
        	
                4.03

              	
                Investment of Company
      Matching Contributions and Voting of Company
  Stock

              


      


      
        
           


        

        
           40


          
            

          

        

        
           


        

      


      All
Company Matching Contributions shall be primarily invested in the Southwest Gas
Stock Fund, and shall be a part of the Employee Stock Ownership
Plan.  Such

      contributions
shall be based on the fair market value of the Company Stock at the time
contributed by the Company or purchased by the Trustee from the Company, in the
open market, or in privately negotiated transactions.  However, upon
reaching age fifty (50), a Participant may elect the Investment Fund(s) in which
the present balance of his Company Matching Contributions Account, as well as
all future contributions to his Company Matching Contributions Account, will be
invested, using the procedures and following the timing for a transfer of a
Participant's Account set forth above in Section 4.02.

      


      This Plan
may acquire and hold qualifying securities of the Company.  If all or
part of a Participant's Company Matching Contribution Account or other accounts
is invested in Employer Securities, such Participant shall be entitled to the
voting rights based on the value of such stock in his Account.  The
Trustee will vote the Company Stock that is not voted by Participants in the
same ratio that the stock is voted by the Participants who exercised their
voting rights.  The Committee, in a nondiscriminatory manner, will
make any other necessary decisions arising out of the acquisition or holding of
Employer Securities.

      


      
        	
                4.04

              	
                Allocation of
      Investment Income on a Valuation
Date

              


      

      


      All
determinations of a Participant's Account balances shall be based on the value
as of the last available or coincident Valuation Date.  Accounts are
debited and credited on the actual date of a transaction.  Dividends
and interest are posted on the date declared.  Realized gains and
losses are debited or credited at the time of the transaction (i.e., exchanges,
withdrawals).

      


      
        	
                4.05

              	
                Limitation on
      Participant Investment
Instructions

              


      

      


      Notwithstanding
anything else in this Plan to the contrary, the Committee will, unless in its
discretion it determines otherwise, decline to carry out a Participant's
investment instructions if such instructions:

      


      
        	
                 
      

              	
                *

              	
                Would
      result in a prohibited transaction described in ERISA Section 406 or Code
      Section 4975;

              


      

      


      
        	
                 
      

              	
                *

              	
                Would
      generate income that would be taxable to the
  Plan;

              


      

      


      
        	
                 
      

              	
                *

              	
                Would
      not be in accordance with the Plan;

              


      

      


      
        	
                 
      

              	
                *

              	
                Would
      cause a fiduciary to maintain the indicia of ownership of any Plan assets
      outside the jurisdiction of the district courts of the United States other
      than as permitted by ERISA Section 404(b) and 29 CFR
      2550.404b-1;

              


      


      
        
           


        

        
           41


          
            

          

        

        
           


        

      


      


      
        	
                 
      

              	
                *

              	
                Would
      jeopardize the Plan's tax qualified status under the Code;
    or

              


      

      


      
        	
                 
      

              	
                *

              	
                Could
      result in a loss in excess of a Participant's or Beneficiary's account
      balance.

              


      

      


      Furthermore,
notwithstanding any language in this Plan to the contrary, the Committee may
establish any and all rules and regulations it deems necessary to provide and
allow for a change in Plan record keeper, and/or Trustee, or a change in
Investment Funds, as determined by the Committee, that are available to Plan
Participants.  Such rules and regulations may include, but not be
limited to, limits or prohibitions, during specified time periods, on the
availability of Participant enrollments, withdrawals, distributions, loans,
rollover contributions, Investment Fund transfers, and/or changes in Deferral
elections.

      


      ARTICLE
5

      


      WITHDRAWALS, LOANS AND
QUALIFIED

      DOMESTIC RELATIONS
ORDERS

      


      
        	
                5.01

              	
                Withdrawal of Frozen
      After Tax Contributions

              


      

      


      Through
the Voice Response System, a Participant may withdraw, in cash, from his Frozen
After Tax Account a minimum of five hundred dollars ($500) or one hundred
percent (100%) of the value of his Frozen After Tax Account, if less, as of the
date of the request.  Only Participants who are ERISA Section 3(14)
parties in interest can request and receive such
withdrawal.  Withdrawals from a Participant's Frozen After Tax Account
will be first withdrawn from pre-1987 voluntary contributions and the remainder
thereafter from pre-1987 earnings and post-1986 earnings.

      


      Withdrawals
will be processed as soon as administratively practicable on or after the
Business Day the request for withdrawal is received by the Voice Response
System.  A Participant will be permitted to make such a withdrawal
once in any twelve (12) month period.

      


      
        	
                5.02

              	
                Withdrawal of Company
      Matching Contributions

              


      

      


      Through
the Voice Response System, a Participant may withdraw, in a cash lump sum
distribution, or Section 7.03 eligible rollover distribution, from his Company
Matching Contributions Account a minimum of five hundred dollars ($500) or one
hundred percent (100%) of the value of his Company Matching Contributions
Account, if less, as of the date of the request.  Only Participants
who are ERISA Section 3(14) parties in interest can request and receive such
withdrawal.  A  Participant will be permitted to make such a
withdrawal only if he has previously withdrawn all amounts available to him in
accordance with section 5.01 and only if


      
        
           


        

        
           42


          
            

          

        

        
           


        

      


      his
Company Matching Contributions Account is one hundred percent (100%)
vested.  A Participant will be permitted to make such a withdrawal
once in any twelve (12) month period.

      


      
        	
                5.03

              	
                Loans to
      Participants

              


      

      


      
        	
                 
      

              	
                (a)

              	
                A
      Participant may request, and if eligible, receive a loan through the Voice
      Response System.  Only Participants who are ERISA Section 3(14)
      parties in interest can request and receive a Plan
  loan.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      loan request will be reviewed to comply with the provisions of the Plan
      and ERISA and according to a uniform nondiscriminatory policy for approval
      of loan applications (which policy may be changed from time to time as the
      Committee may deem appropriate and will supersede the terms of this
      Section 5.03, if inconsistent therewith).  A Participant will
      only be able to borrow from his Deferral Account.  The loan
      request must be for an amount at least equal to one thousand dollars
      ($1,000) and shall not, when added to the outstanding balance of all other
      loans from the Plan to the Participant, exceed the lesser
    of:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                $50,000,
      reduced by the excess (if any) of (1) the highest outstanding balance of
      loans from the Plan (and any qualified plan of the Company or an
      Affiliated Company) during the 12 months ending on the day before the date
      on which the loan was made over (2) the outstanding balance of loans from
      the Plan (and any qualified plan of the Company or an Affiliated Company)
      on the date on which the loan was made,
or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                one-half
      the value of the Vested portion of the Participant's
    Accounts.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      Participant shall pledge no more than one-half (2) of the value of the
      then Vested portion of his Plan Accounts as security for the repayment of
      the loan.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                The
      Participant's endorsement on the loan check shall evidence his obligation
      to repay his loan from the Plan.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                With
      respect to any loan, the Participant shall execute a consent to the
      repayment of his loan by withholding payroll and the Company shall pay to
      Trustee the withheld amount.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                Installment
      payments on a Plan loan shall be made not less frequently than as payroll
      is paid to the borrowing Participant, and in all circumstances not less
      frequently than quarterly, in installments of principal and
      interest.

              


      


      
        
           


        

        
           43


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (g)

              	
                No
      Plan loan shall extend over a period greater than five (5)
      years.

              


      

      


      
        	
                 
      

              	
                (h)

              	
                Interest
      shall be charged on any Plan loan at a rate equaling two percent (2%) plus
      the prime rate of interest.  The prime rate of interest shall be
      the prime rate published in the Wall Street Journal, updated on the last
      Business Day of the last quarter prior to the making of the
      loan.

              


      

      


      
        	
                 
      

              	
                (i)

              	
                In
      the event the Participant fails to repay all or any portion of Plan loan
      or loans when the same become due and payable, the loan shall be in
      default and the Trustee may (in addition to any other legal remedies the
      Trustee may have) when a distribution event occurs, deduct the unpaid
      amount of such loan, plus accrued interest thereon, from the Vested
      portion of the Participant's Plan
Accounts.

              


      

      


      
        	
                 
      

              	
                (j)

              	
                A
      Participant shall receive a Plan loan only if he satisfies all applicable
      requirements of this Section 5.03.

              


      

      


      
        	
                 
      

              	
                (k)

              	
                The
      Trustee shall send legally required truth-in-lending disclosures with all
      loans issued.

              


      

      


      
        	
                 
      

              	
                (l)

              	
                If
      a Participant requests and is granted a loan, a loan check will be
      generated directly from the Participant's Accounts.  Except for
      Participants that are subject to the provisions of Section 16 of the
      Securities Exchange Act of 1934, as amended, Participants will not be
      permitted to specify the Investment Funds from which the loan is
      disbursed.

              


      

      


      
        	
                 
      

              	
                (m)

              	
                Principal
      and interest payments on a Participant's loan will be deposited directly
      to the Participant's Accounts and invested in the Investment Funds
      selected pursuant to Section 4.02
above.

              


      

      


      
        	
                 
      

              	
                (n)

              	
                A
      Participant may only have one loan of the type described in subparagraph
      (b) above outstanding at any one
time.

              


      

      


      
        	
                 
      

              	
                (o)

              	
                A
      Participant may prepay the entire outstanding loan balance in respect to
      any loan at any time without
penalty.

              


      

      


      
        	
                 
      

              	
                (p)

              	
                If
      the Trustee determines that a financing statement, or any other document,
      should be filed under the Uniform Commercial Code the Trustee shall make
      such filing.

              


      

      


      


      
        	
                5.04

              	
                Hardship
      Withdrawals

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Hardship Withdrawal
      Administrative Rules.

              


      


      
        
           


        

        
           44


          
            

          

        

        
           


        

      


      Subject
to the approval of the Committee, a Participant may be permitted to withdraw
from the Participant's Deferral Account to meet the financial
hardship.  Only Participants who are ERISA Section 3(14) parties in
interest can request and receive such withdrawal.  The withdrawal will
be divided among the Investment Funds in the same proportion as the
Participant's Deferral Account is invested in the Investment Funds.  A
Participant may not withdraw any interest earned on his Deferral
Account.  The Committee shall establish rules for determining the
value of the Participant's Deferral Account when a hardship withdrawal is
requested.

      


      
        	
                 
      

              	
                (b)

              	
                Hardship Withdrawal
      Conditions to be Met.

              


      

      


      The
Committee will determine, in a nondiscriminatory manner, and in accordance with
applicable Treasury Regulations, whether a Participant has a financial
hardship.  A distribution may be made on account of financial hardship
if the distribution is necessary in light of immediate and heavy financial need
of the Participant and if such distribution is necessary to satisfy the
need.

      


      
        	
                 
      

              	
                (i)

              	
                A
      distribution will be deemed to be on account of “immediate and heavy
      financial need” if it is required
for:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                Code
      Section 213(d) medical expenses previously incurred by the Participant,
      the Participant's Spouse, or the Participant's Code Section 152 dependents
      or necessary for these persons to obtain Code Section 213(d) medical
      care;

              


      

      


      
        	
                 
      

              	
                (B)

              	
                The
      purchase (excluding mortgage payments), but not the construction, repair,
      remodeling, refinancing, or leasing of the Participant's principal
      residence;

              


      

      


      
        	
                 
      

              	
                (C)

              	
                The
      payment of tuition and related educational fees for the next twelve (12)
      months of post-secondary education for the Participant, the Participant's
      Spouse, or the Participant's children or other Code Section 152
      dependents;

              


      

      


      
        	
                 
      

              	
                (D)

              	
                The
      need to prevent the eviction of the Participant from his or her principal
      residence or the foreclosure of the mortgage on the Participant's
      principal residence; or

              


      

      


      
        	
                 
      

              	
                (E)

              	
                Such
      other events that the Commissioner of the Internal Revenue Service
      specifies, through the publication of revenue rulings, notices, and other
      documents of general availability, as giving rise to a deemed immediate
      and heavy financial need.

              


      


      
        
           


        

        
           45


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (ii)

              	
                The
      withdrawal described in subparagraph (I)
must:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                Be
      in an amount not exceeding the amount of the need arising under
      subparagraph (I); the amount of an immediate and heavy financial need may
      include any amounts necessary to pay federal, state, or local income taxes
      or penalties reasonably anticipated to result from the
      distribution;

              


      

      


      
        	
                 
      

              	
                (B)

              	
                Not
      be made until the Participant has obtained all withdrawals (including the
      election to receive dividends under Article 14), other than hardship
      withdrawals, and all nontaxable loans (determined at the time of the loan)
      that are currently available under all qualified and nonqualified plans of
      the Company;

              


      

      


      
        	
                 
      

              	
                (C)

              	
                Result
      in the Participant being suspended from making Deferrals to this Plan, and
      all other qualified and nonqualified plans of deferred compensation
      maintained by the Company, for one year beginning on the date the
      Participant receives a hardship withdrawal, if prior to January 1, 2002,
      and for six (6) months if such withdrawal occurs after December 31, 2001;
      and

              


      

      


      
        	
                 
      

              	
                (D)

              	
                Result
      in the reduction of the Participant's maximum Deferrals to this Plan (and
      all other plans maintained by the Company), for the Participant's tax year
      immediately following the tax year in which the Participant receives a
      withdrawal under this Section 5.04, to an amount not in excess of the Code
      Section 402(g) limit for such following tax year less the amount of the
      Participant's Deferrals for the tax year in which the Participant receives
      the hardship withdrawal.

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                Time of
      Distribution.

              


      

      


      A
hardship withdrawal application and procedures will be sent to the Participant
as soon as practicable on or after the business day in which the request is
received through the Voice Response System.  If the application is not
received and approved within thirty (30) days from the date of request, the
Participant will be required to reactivate his request for a withdrawal through
the Voice Response System.  Distribution will be in a single cash
payment; provided, however, if all or part of the distribution is a Section 7.03
Eligible Rollover Distribution, the distribution shall be made in one of the
three following forms that the Participant must elect among:

      


      
        	
                 
      

              	
                (A)

              	
                A
      single cash payment;

              


      


      
        
           


        

        
           46


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (B)

              	
                If
      allowed by Section 7.03, a direct rollover of the Eligible Rollover
      Distribution; or

              


      

      


      
        	
                 
      

              	
                (C)

              	
                If
      allowed by Section 7.03, a partial cash payment and a direct rollover of
      the remainder of the eligible rollover
  distribution.

              


      

      


      Effective
January 1, 1994, if a distribution is one to which Code Sections 401(a)(11) and
417 do not apply, such distribution may commence less than thirty (30) days
after the notice required under Treasury Regulation Section 1.411(a)-11(c) is
given, provided that:

      


      
        	
                 
      

              	
                (A)

              	
                The
      Committee clearly informs the Participant that the Participant has a right
      to a period of at least thirty (30) days after receiving the notice to
      consider the decision of whether or not to elect a distribution (and, if
      applicable, a particular distribution option);
  and

              


      

      


      
        	
                 
      

              	
                (B)

              	
                The
      Participant, after receiving the notice, affirmatively elects a
      distribution.

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                Administrative
      Burden.

              


      

      


      A
withdrawal by a Participant shall not impose undue administrative burden upon
the Company, the Trustee or the Committee, or in any way adverse the rights or
interests of other Participants.  Undue administrative burden will be
subject to review and determination by the Committee.  A Participant
shall not be permitted to make up any amounts withdrawn.

      


      
        	
                5.05

              	
                Qualified Domestic
      Relations Order

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Period of
      Determination.

              


      

      


      Pending
its determination of whether a domestic relations order (DRO) is a Qualified
Domestic Relations Order, the Committee shall in its discretion direct the
Trustee to ban any loans or withdrawals from the Participant’s Plan Accounts,
and to separately account for the amounts which would have been payable to the
Alternate Payee during the determination period (described below) if the DRO had
been determined to be a Qualified Domestic Relations Order.  Once the
DRO is deemed to be a Qualified Domestic Relations Order, the Committee shall
direct the Trustee to segregate the amount payable to the Alternate Payee into a
separate account.  The law provides an 18-month period from the date
on which the DRO requires the first payment to the Alternate Payee for the
Committee to determine if the DRO is a


      
        
           


        

        
           47


          
            

          

        

        
           


        

      


      Qualified
Domestic Relations Order.  If the Committee determines that the DRO is
not a Qualified Domestic Relations Order or if the issue is not resolved within
the 18-month period, the Committee shall direct the Trustee to pay the separate
account, adjusted for earnings and losses thereon, to the person who would have
been entitled to the amounts if there were no DRO.  Any determination
that a DRO is a Qualified Domestic Relations Order made after the close of the
18-month period shall be applied prospectively only.

      


      
        	
                 
      

              	
                (b)

              	
                Payment.  An
      Alternate Payee’s interest in the Vested amount in a Participant’s
      Accounts, to the extent possible, shall be segregated into a separate
      subaccount and distributed in a lump sum or, if all or part of the
      distribution is a Section 7.03 Eligible Rollover Distribution and a direct
      rollover is allowed by Section 7.03, a direct rollover at the time
      specified in the Qualified Domestic Relations Order even when the order
      requires payment to be made to the Alternate Payee before the
      Participant’s earliest retirement age as defined in Code Section
      414(p)(4).  Other matters, including the allocation of future
      Deferrals, Company Matching Contributions, forfeitures and Trust Fund
      earnings or losses to the segregated subaccount, shall be governed by the
      procedures adopted by the Committee hereunder and by the terms of the
      Qualified Domestic Relations Order; provided, however, that the
      Participant’s Accounts, including any segregated subaccount, shall not
      receive a greater or lesser aggregate allocation than if the segregated
      subaccount had not been established.  If the Committee makes a
      decision under this Section 5.05 which affects a Participant’s or
      Alternate Payee’s Accounts, the Committee Shall notify the Trustee, the
      affected Participant and the Alternate
Payee.

              


      

      


      ARTICLE
6

      


      VESTING OF RETIREMENT
DISABILITY, DEATH,

      AND TERMINATION OF
EMPLOYMENT BENEFITS

      


      
        	
                6.01

              	
                Vesting Due to
      Attainment of Normal Retirement Age and Normal Retirement
      Benefits

              


      

      


      The
Company Matching Contributions Account of a Participant will become, if it has
not already done so, one hundred percent (100%) Vested on the date the
Participant attains his Normal Retirement Age.  A Participant is
always fully Vested in his Deferral Account, Frozen After Tax Account, and
Rollover Account.  A Participant's retirement benefit shall be the
amount credited to his Accounts as of the Valuation Date preceding distribution
of such benefit plus Section 3 contributions to such Accounts on behalf of the
Participant after such Valuation Date.

      


      
        	
                6.02

              	
                Vesting Due to
      Disability and Disability
Benefits

              


      


      
        
           


        

        
           48


          
            

          

        

        
           


        

      


      The
Company Matching Contributions Account of a Participant whose employment with
the Company is terminated because he is Permanently and Totally Disabled will
become, if it has not already done so, one hundred percent (100%) Vested on the
date the Participant's employment terminates due to the Participant becoming
Permanently and Totally Disabled.  A Participant is always fully
Vested in his Deferral Account, Frozen After Tax Account, and Rollover
Account.  A Participant's disability benefit shall be the amount
credited to his Accounts as of the Valuation Date preceding distribution of such
benefit plus Section 3 contributions to such Accounts on behalf of the
Participant after such Valuation Date.

      


      
        	
                6.03

              	
                Vesting Due to Death
      and Death Benefits

              


      

      


      The
Company Matching Contributions Account of a Participant whose employment with
the Company is terminated due to death will become, if it has not already done
so, one hundred percent (100%) Vested on the Participant's date of
death.  A Participant is always fully Vested in his Deferral Account,
Frozen After Tax Account, and Rollover Account.  A Participant's death
benefit shall be the amount credited to his Accounts as of the Valuation Date
preceding distribution of such benefit plus Section 3 contributions to such
Accounts on behalf of the Participant after such Valuation Date.

      


      
        	
                6.04

              	
                Vesting upon
      Termination of Employment and Termination of Employment
      Benefits

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      benefit payable under the Plan in the case of a Participant whose
      employment with the Company is terminated for any reason other than
      described in Sections 6.01, 6.02, or 6.03 will be equal to the sum of (I)
      the Vested value of his Accounts on the Valuation Date immediately
      preceding payment of such benefits, and (ii) Article 3 subsequent
      contributions to the Accounts on behalf of the Participant.  The
      Vested value of a Participant's Accounts will be equal
  to:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                The
      Participant's Deferral Account value;
plus

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                The
      Participant's Frozen After Tax Account value;
  plus

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                The
      Participant's Rollover Account value;
plus

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                Subject
      to Section 14.03 below, the Vested portion of a Participant’s Company
      Matching Contributions Account determined as
  follows:

              


      

       

      
        	 
      	
                Years
      of Service

              	 
      	
                Vested
      Percentage

              	 
	 
      	
                Less
      than 1

              	 
      	
                    0%

              	 
	 
      	
                1

              	 
      	
                  20%

              	 
	 
      	
                2

              	 
      	
                  40%

              	 


      

    

     

     

    


    
      
        
           


        

        
           49


          
            

          

        

        
           


        

      

    

    


    
      	 
      	
              3

            	 
      	
                60%

            	 
	 
      	
              4

            	 
      	
                80%

            	 
	 
      	
              5
      and over

            	 
      	
              100%

            	 


    

     

    For
purposes of Section 6.04, the term “Year of Service” is a whole year of Service
which is twelve (12) months of Service (thirty (30) days is deemed to be a month
in the case of the aggregation of fractional amounts).

    


    
      	
              6.05

            	
              Forfeitures

            


    

    


    The
non-Vested portion of a Participant’s Company Matching Contributions Account, if
any, will be forfeited upon the earlier to occur of (a) the date the Participant
incurs his fifth consecutive one (1) year Period of Severance or (b) the date
that the Vested portion of the Participant’s Company Matching Contributions
Account is paid out according to the following paragraph.  If the
Participant is zero percent vested in such account he shall be deemed to have
received a distribution of such vested account balance on the date he terminated
employment with the Company.

    


    Notwithstanding
any other provision of this Plan to the contrary, any such forfeitures will be
applied first to reinstate the forfeited portions of Company Matching
Contributions Accounts of rehired Participants and lost and missing Participants
and Beneficiaries as described in subsections 6.06(a) and 12.06.  If
the amount of forfeitures available is insufficient to reinstate the Accounts
required to be reinstated for certain rehired Participants, the Company will
make an additional contribution in an amount required to reinstate such Accounts
fully.

    


    If, upon
Participant’s termination of employment, the Vested amount in his Participant’s
Accounts does not exceed $5,000 (or any other amount as may be established, by
regulations of the Secretary of the Treasury, as the maximum amount that may be
paid out in such event without the Participant’s consent), the Committee shall
direct the Trustee to immediately, or as soon as administratively practicable,
distribute the Accounts, but no later than the close of the second Plan Year
following the Plan Year in which the Participant’s termination of employment
occurred, the then Vested amount in such Accounts to the
Participant.  Effective January 1, 2002, the determination as to
whether the Vested amount in a Participant’s Accounts does not exceed $5,000
shall be made without regard to that portion of the Account Balance that is
attributable to rollover contributions (and earnings allocable thereto) within
the meaning of Code Sections 402(c), 403(b)(8), 408(d)(3)(A)(ii), and
457(e)(16).  If the then Vested amount in a Participant’s Accounts
exceeds $5,000, without regard to such rollover contributions, the Participant
may request, through the Voice Response System, a distribution of the entire
Vested amount of such Accounts.  The Trustee shall distribute the
Accounts as soon as administratively practicable, but no later than the close of
the second Plan Year following the Plan Year in which the Participant’s
termination of

    


    
      
        
           


        

        
           50


          
            

          

        

        
           


        

      

    

    


    employment
occurred.  Investment income will continue to be allocated pursuant to
Section 4.04 above to the earlier of the Business Day of or the first Business
Day after the request for distribution is made.

    


    
      	
              6.06

            	
              Reinstatement of
      Forfeited Accounts

            


    

    


    
      	
               
      

            	
              (a)

            	
              With
      respect to the Participant who receives a distribution pursuant to Article
      6.05 and whose Termination Date occurs before he is one hundred percent
      Vested in his Company Matching Contributions Account, the Participant may
      repay to the Plan the full amount distributed to him from such Account;
      provided, however, that the repayment must occur before the earlier
      of:  (a) the date five (5) years after the date he is
      subsequently re-employed by the Company, or (b) the day the Participant
      incurs his fifth (5th) consecutive one (1) year Period of Severance
      commencing after the date of the distribution.  After such
      repayment, the balance in the Participant's Company Matching Contributions
      Account shall be adjusted to the value of the balance in his Company
      Matching Contributions Account on the date the repaid distribution was
      originally made to the Participant.  The difference between the
      amount repaid by the Participant and the balance in his Company Matching
      Contributions Account on the date the repaid distribution was originally
      made shall be funded by all unallocated forfeitures incurred in the Plan
      Year of repayment to the extent necessary to reinstate the Participant's
      Company Matching Contributions Account in full, and to the extent such
      forfeitures are inadequate, by additional Company
      contributions.

            


    

    


    
      	
               
      

            	
              (b)

            	
              With
      respect to a Participant who terminates employment without being one
      hundred percent vested in his Company Matching Contributions Account and
      who is reemployed after incurring five (5) consecutive one (1) year
      Periods of Severance, Years of Service subsequent to his reemployment will
      not increase the Vested percentage of the amount in his Company Matching
      Contributions Account as of such prior termination of
      employment.

            


    

    


    


    


    


    


    


    


    ARTICLE
7

    


    DISTRIBUTION OF
BENEFITS

    


    
      	
              7.01

            	
              Form of
      Distribution

            


    

    


    Amounts
distributable pursuant to Article 6 will be distributed as follows:

    


    
      
        
           


        

        
           51


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (a)

            	
              If
      any Investment Fund is invested in whole or in part in common stock of the
      Company, distributions from such Investment Fund will be made in full
      shares of common stock of the Company plus cash in lieu of any fractional
      share.  Upon written application to the Committee a Participant
      or, if applicable, his Beneficiary may request a single sum payment
      entirely in cash.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Distribution
      from other Investment Funds will be made in a single sum payment in
      cash.

            


    

    


    
      	
              7.02

            	
              Timing of
      Distributions

            


    

    


    
      	
               
      

            	
              (a)

            	
              Prior
      to January 1, 1998 the following rule shall
  apply:

            


    

    


    Subject
to the provisions of subsection (c) below, distributions under the Plan pursuant
to Article 6 will begin as soon as practicable, but not later than sixty (60)
days following the later of the end of the Plan Year in which the Participant
attains age sixty-five (65) or terminates employment.  If a
Participant is rehired by the Company before his benefit is distributed by the
Trustee, such Participant will not be entitled to receive the distribution until
he again terminates his employment with the Company.

    


    Effective
January 1, 1998, the following rule shall apply:

    


    Subject
to the provisions of subsection (c) below, distributions pursuant to Article 6
of the Plan will begin as soon as practicable, but not later than April 1
following the end of the Plan Year in which the Participant attains age seventy
and one-half (70 2)
or terminates employment (effective January 1, 2002, terminates employment
includes severance from employment), if later.  If a Participant is
rehired by the Company before his benefit is distributed by the Trustee and
subject to the provisions of subsection (c) below, such Participant will not be
entitled to receive the distribution until he again terminates his employment
with the Company.

    


    
      	
               
      

            	
              (b)

            	
              If
      the Vested value of the Participant’s Accounts exceeds $3,500 dollars
      ($5,000 effective October 1, 1998) (or any other amount as may, by
      regulations of the Secretary of the Treasury, be established as the
      maximum amount that may be paid out in such event without the
      Participant’s consent), the Participant may request, through the Voice
      Response System, a distribution commencing before he attains age sixty
      five (65).  If a Participant postpones his distribution to age
      sixty five (65), he will continue to share in the allocation of investment
      income pursuant to Section 4.04 up to the earlier of his Normal Retirement
      Age or as soon as administratively practicable on or after the Business
      Day on which his request to receive his
  nonforfeitable

            


    

    


    
      
        
           


        

        
           52


          
            

          

        

        
           


        

      

    

    


    Accounts
is received through the Voice Response System.  Effective January 1,
2002, the determination as to whether the Vested amount in a Participant’s
Accounts does not exceed $5,000 shall be made without regard to that portion of
the Account Balance that is attributable to rollover contributions (and earnings
allocable thereto) within the meaning of Code Sections 402(c), 403(b)(8),
408(d)(3)(A)(ii), and 457(e)(16).

    


    
      	
               
      

            	
              (c)

            	
              Prior
      to January 1, 1998, the following rules shall
  apply:

            


    

    


    
      	
               
      

            	
              (i)

            	
              An
      Eligible Employee who is a Participant and who has attained his Normal
      Retirement Age may elect through the Voice Response System to defer
      receipt of his distribution to a date not later that April 1 following the
      Plan Year in which the Participant attains age 70-1/2.  However,
      a Participant who elects to defer receipt of benefits may not do so to the
      extent that he is creating a death benefit that is more than
      incidental.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Effective
      for Plan Years beginning after December 31, 1996, a Participant other than
      a Five Percent Owner may defer receipt of his distribution to April 1 of
      the Plan Year following the later of (i) the calendar year the Participant
      attains 70 2 or (ii) the calendar year in which the Participant
      retires.  A Participant other than a Five Percent Owner, who has
      not retired from Service with the Company, and who is currently receiving
      Plan distributions, may, effective in the first Plan Year beginning after
      December 31, 1996, request a cessation of such distributions until April 1
      of the Plan Year following his
retirement.

            


    

    


    Effective
January 1, 1998, A Participant who is a Five Percent Owner may only defer
receipt of his distribution to April 1 following the end of the Plan Year in
which the Participant attains age seventy and one-half (70 2), regardless of his
employment status with the Company.  A Participant other than a Five
Percent Owner, who has not retired from Service with the Company, and who is
currently receiving Plan distributions, may, effective in the first Plan Year
beginning after December 31, 1996, request a cessation of such distributions
until April 1 of the Plan Year following his retirement.

    


    
      	
               
      

            	
              (d)

            	
              The
      benefit payable to a Beneficiary will be paid no later than five (5) years
      after the Participant's death.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Notwithstanding
      anything in this Plan to the contrary, all Plan distributions shall be
      determined and made in accordance with Code Section 401(a)(9) and the
      Treasury Regulations thereunder including the minimum distribution
      incidental benefit requirement of Treasury Regulation Section
      1.401(a)(9)-2.  Furthermore, notwithstanding any other provision
      of this Plan to the contrary,

            


    

    


    
      
        
           


        

        
           53


          
            

          

        

        
           


        

      

    

    


    with
respect to distributions under the Plan made for calendar years beginning on or
after January 1, 2002, the following language from the Code Section 401(a)(9)
model amendment contained in Internal Revenue Service Announcement 2001-18 shall
apply: “The Plan will apply the minimum distribution requirements of Code
Section 401(a)(9) in accordance with the regulations under section 401(a)(9)
that were proposed on January 17, 2001, notwithstanding any provision of the
Plan to the contrary. This change shall continue in effect until the end of the
last calendar year beginning before the effective date of final regulations
under Code Section 401(a)(9) or such other date as may be specified in guidance
published by the Internal Revenue Service.”

    


    
      	
              7.03

            	
              Eligible Rollover
      Distributions

            


    

    


    Notwithstanding
any provision of the Plan to the contrary that would otherwise limit a
distributee's election under this Article 7, effective for distributions made on
or after January 1, 1993, a distributee may elect, at the time and in the manner
prescribed by the Committee, to have any portion of an eligible rollover
distribution paid directly to an eligible retirement plan specified by the
distributee in a direct rollover.  For purposes of this Section, the
following definitions shall apply.

    


    An
“eligible rollover distribution” shall, effective January 1, 2000, mean a
distribution described in Code Section 402(c)(4).  Prior to January 1,
2000, the term “eligible rollover distribution” shall mean any distribution of
all or any portion of the balance to the credit of the distributee, except that
an “eligible rollover distribution” does not include:  any
distribution that is one of a series of substantially equal periodic payments
(not less frequently than annually) made for the life (or life expectancy) of
the distributee and the distributee’s designated Beneficiary, or for a specified
period of ten years or more; any distribution to the extent such distribution is
required under Code Section 401(a)(9); and the portion of any distribution that
is not includable in gross income (determined without regard to the exclusion
for net unrealized appreciation with respect to employer securities); and
provided further that the determination of what constitutes an “eligible
rollover distribution” shall at all time be made in accordance with the current
rules of Code Section 402(c), which shall be controlling for this
purpose.  After December 31, 2001, the term “eligible rollover
distribution” shall include after-tax employee contributions which are not
includible in gross income (provided, that such contributions may be transferred
only to an individual retirement account or annuity described in Code Sections
408(a) or (b), or a qualified defined contribution plan described in Code
Sections 401(a) or 403(a) that agrees to separately account for amounts so
transferred, including separately accounting for the portion of such
distribution which is includible in gross income and the portion of such
distribution which is not so includable); and exclude any amount that is
distributed on account of hardship, as provided for in Section 5.04 of the Plan,
shall not be an eligible rollover distribution and the distributee
may

    


    
      
        
           


        

        
           54


          
            

          

        

        
           


        

      

    

    


    not elect
to have any portion of such a distribution paid directly to an eligible
retirement plan.

    


    An
“eligible retirement plan” is an individual retirement account described in
Section 408(a), an individual retirement annuity described in Code Section
408(b), an annuity plan described in Code Section 403(a) or a qualified Trust
described in Code Section 401(a) that accepts the distributee’s eligible
rollover distribution.  After December 31, 2001, an “eligible
retirement plan” shall also include an annuity contract described in Code
Section 403(b) and an eligible plan under Code Section 457(b) (which is
maintained by a state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state and which agrees
to separately account of amounts so transferred).  However, in the
case of an eligible rollover distribution to the surviving Spouse, an “eligible
retirement plan” is an individual retirement account or individual retirement
annuity.  After December 31, 2001, the definition of “eligible
retirement plan” shall also apply in the case of a distribution to a surviving
Spouse, or to a Spouse or former Spouse who is the alternate payee under a
qualified domestic relation order, as defined in Code Section
414(p).

    


    A
“distributee” includes a Participant or former Participant.  In
addition, the Participant's or former Participant's surviving Spouse and the
Participant's or former Participant's Spouse or former Spouse who is the
Alternate Payee under a Qualified Domestic Relations Order are distributed with
regard to the interest of the Spouse or former Spouse.

    


    A “direct
rollover” is a payment by the Plan to the eligible retirement plan specified by
the distributee.

    


    In
prescribing the manner of making elections with respect to eligible rollover
distributions, as described above, the Committee may provide for the uniform,
nondiscriminatory application of any restrictions permitted under applicable
Sections of the Code and related rules and regulations, including a requirement
that a distributee may not elect a partial direct rollover in an amount less
that $500 and a requirement that a distributee may not elect to make a direct
rollover from a single eligible rollover distribution to more than one eligible
retirement plan.  Moreover, if a distribution is one to which Sections
401(a)(11) and 417 of the Code do not apply, such distribution may commence less
than 30 days after the notice required under Section 1.411(a)-11(c) of the
Income Tax Regulations is given, provided that:

    


    
      	
               
      

            	
              (a)

            	
              The
      Trustee clearly informs the Participant that the Participant has a right
      to a period of at least thirty (30) days after receiving the notice to
      consider the decision of whether or not to elect a distribution (and, if
      applicable, a particular distribution option),
  and

            


    

    


    
      
        
           


        

        
           55


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (b)

            	
              The
      Participant, after receiving the notice, affirmatively elects a
      distribution through the Voice Response
System.

            


    

    


    ARTICLE
8

    


    PLAN
ADMINISTRATION

    


    
      	
              8.01

            	
              Appointment of
      Committee

            


    

    


    The Plan
shall be administered by a Committee appointed by the President of the Company,
subject to the approval of the Board.  The Committee shall be composed
of no more than five and no fewer than three members who shall hold office at
the pleasure of the Board.  Such members may, but need not, be
Employees.  Any person appointed a member of the Committee shall, at
the request of the Company’s President, signify acceptance by filing a written
acceptance with the Secretary of the Committee.  Any member of the
Committee may resign by delivering a written resignation to the President of the
Company and the Secretary of the Committee.  Such resignation shall be
effective no earlier than the date of the written notice.  If a member
of the Committee is an Employee of the Company, he shall be deemed to have
resigned upon his termination of employment with the Company.  The
Board or the President of the Company, may remove one or more members of the
Committee at any time.

    


    
      	
              8.02

            	
              Powers and
      Duties

            


    

    


    The
Committee will have full power to administer the Plan and shall determine
questions of interpretation or policy.  The Committee's construction
or determination shall be final and binding on all parties.  The
Committee may correct any defect, supply any omission, or reconcile any
inconsistency in the manner and to the extent deemed necessary or advisable to
carry out the purpose of this Plan.  The Committee shall have all
powers necessary or appropriate to accomplish the Committee's duties under this
Plan.  The Committee is the named fiduciary within the meaning of
Section 402(a) of ERISA for purposes of Plan administration.  The
Committee's powers and duties, unless properly delegated, will include, but will
not be limited to:

    


    
      	
               
      

            	
              (a)

            	
              Allocating
      fiduciary responsibilities, other than Trustee responsibilities as defined
      in ERISA Section 405(c), among the named fiduciaries and to designate one
      or more other persons to carry out fiduciary
    responsibilities.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Designating
      agents to carry out responsibilities relating to the Plan, other than
      fiduciary responsibilities.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Deciding
      factual and nonfactual questions relating to eligibility, Service, and
      amounts of benefits.

            


    

    


    
      
        
           


        

        
           56


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (d)

            	
              Deciding
      disputes that may arise with regard to the rights of Employees,
      Participants and their legal representatives, or Beneficiaries under the
      terms of the Plan.  Decisions by the Committee will be deemed
      final in each case.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Obtaining
      information from the Company with respect to its Employees as necessary to
      determine the rights and benefits of Participants under the
      Plan.  The Committee may rely conclusively on such information
      furnished by the Company.

            


    

    
      	
               
      

            	
              (f)

            	
              Compiling
      and maintaining all records necessary for the
  Plan.

            


    

    


    
      	
               
      

            	
              (g)

            	
              Authorizing
      the Trustee to make payment of all benefits as they become payable under
      the Plan.

            


    

    


    
      	
               
      

            	
              (h)

            	
              Engaging
      such legal, administrative, consulting, actuarial, investment, accounting,
      and other professional services as the Committee deems
    proper.

            


    

    


    
      	
               
      

            	
              (I)

            	
              Adopting
      rules and regulations for the administration of the Plan that are not
      inconsistent with the Plan.  The Committee may, in a
      nondiscriminatory manner, waive the timing requirements of any notice or
      other requirements described in the Plan.  Any such waiver will
      not obligate the Committee to waive any subsequent timing or other
      requirements for other
Participants.

            


    

    


    
      	
               
      

            	
              (j)

            	
              Performing
      other actions provided for in other parts of this
  Plan.

            


    

    


    
      	
               
      

            	
              (k)

            	
              Upon
      receipt of a domestic relations order, notifying the Participant and the
      Alternate Payee (which notice shall include this Plan's procedure for
      determining whether the order is a Qualified Domestic Relations Order) of
      the receipt of the order; and within a reasonable time, determining
      whether the order constitutes a Qualified Domestic Relations Order
      by:  (a) personal review of the order; (b) receipt of an opinion
      of counsel; (c) seeking judicial interpretation and determination; or (d)
      any combination or all of the foregoing; and, upon said determination,
      communicating its decision in writing to the Participant, the Alternate
      Payee, and if the decision affects a Participant's or Alternate Payee's
      Accounts, the Trustee, as soon as
practicable.

            


    

    


    
      	
              8.03

            	
              Actions by the
      Committee

            


    

    


    A
majority of the members composing the Committee at any time will constitute a
quorum.  The Committee may act at a meeting, or in writing without a
meeting, by the vote or assent of a majority of its members.  The
Committee will elect one of its members as Chairperson and may elect a Secretary
who may, but need not, be a member of the Committee.  The Secretary
will record all action taken by the Committee.  The Committee will
have authority to designate in writing one of its

    


    
      
        
           


        

        
           57


          
            

          

        

        
           


        

      

    

    


    members
or any other person as the person authorized to execute papers and perform other
ministerial duties on behalf of the Committee.

    


    
      	
              8.04

            	
              Interested Committee
      Members

            


    

    


    No member
of the Committee will participate in an action of the Committee on a matter
which applies solely to that member.  Such matters will be determined
by a majority of the remainder of the Committee.

    


    
      	
              8.05

            	
              Investment
      Manager

            


    

    


    The
Committee, by action reflected in its minutes, may appoint one or more
investment managers, as defined in Section 3(38) of ERISA, to manage all or a
portion of the assets of the Plan or to select Investment Funds.  An
investment manager will discharge its duties in accordance with applicable law
and in particular in accordance with Section 404(a)(1) of ERISA.  An
investment manager, when appointed, will have full power to either manage the
assets of the Plan for which it has responsibility or to select Investment
Funds, and neither the Company nor the Committee will thereafter have
responsibility for the management of such assets or, if applicable, selecting
Investment Funds.

    


    
      	
              8.06

            	
              Indemnification

            


    

    


    The
Company, by this adoption, indemnifies and holds the members of the Committee,
jointly and severally, harmless from the effects and consequences of their acts,
omissions, and conduct in their official capacities, except to the extent that
the effects and consequences result from their own willful misconduct, breach of
good faith, or gross negligence in the performance of their
duties.  The foregoing right of indemnification will not be exclusive
of other rights to which each such member may be entitled by any contract or
other instrument or as a matter of law.

    


    
      	
              8.07

            	
              Conclusiveness of
      Action

            


    

    


    Any
action on matters within the discretion of the Committee will be conclusive,
final, and binding upon all Participants in the Plan and upon all persons
claiming any rights, including Beneficiaries.

    


    
      	
              8.08

            	
              Payment of
      Expenses

            


    

    


    The
members of the Committee will serve without compensation for their
services.  The compensation or fees of accountants and other
specialists and any other costs of administering the Plan or Trust Fund will be
paid by the Trust Fund unless paid by the Company in its
discretion.

    


    
      	
              8.09

            	
              Claims for
      Benefits

            


    

    


    
      
        
           


        

        
           58


          
            

          

        

        
           


        

      

    

    


    Prior to
January 1, 2002, the following rules shall apply to a claim for
benefits.  Any claim for benefits under this Plan shall be made in
writing by a Participant or Beneficiary or other party making the claim (the
“Claimant”) to the Committee.

    


    If a
claim for benefits is wholly or partially denied, the Committee, within ninety
(90) calendar days after receipt of the claim, shall notify the Claimant of the
denial of the claim.  The notice of denial:  (a) shall be in
writing; (b) shall be written in a manner calculated to be understood by the
Claimant; and (c) shall contain:  (1) the specific reason or reasons
for denial of the claim; (2) a specific reference to the Plan provisions upon
which the denial is based; (3) a description of any additional material or
information necessary to perfect the claim, along with an explanation of why the
material or information is necessary; and (4) an explanation of the claim review
procedure.

    


    The
ninety (90) calendar day period, under special circumstances, may be extended up
to an additional ninety (90) calendar days upon written notice of the extension
to the Claimant which notice shall specify the special circumstances and the
extended date of the decision.  Notice of the extension must be given
prior to expiration of the initial ninety (90) calendar day
period.  If no notice of decision is given within the periods
specified above, the claim shall be deemed to have been denied on the last day
of the applicable ninety (90) or one hundred eighty (180) day period and the
Claimant, or his or her authorized representative, may file a request for review
as provided in Section 8.10.

    


    Effective
January 1, 2002, any claim for benefits under the Plan shall be made in writing
to the Committee.  If such claim for benefits is wholly or partially
denied, the Committee shall, within a reasonable period of time not to exceed
ninety (90) days after receipt of the claim, notify the Claimant of the denial
of the claim.  Such notice of denial (a) shall be in writing,
(b) shall be written in a manner calculated to be understood by the
Claimant, and (c) shall contain (1) the specific reason or reasons for
denial of the claim, (2) a specific reference to the pertinent Plan
provisions upon which the denial is based, (3) a description of any
additional material or information necessary to perfect the claim, along with an
explanation of why such material or information is necessary, and (4) an
explanation of the claim review procedures.  The ninety day period
may, under special circumstances, be extended up to an additional ninety days
upon written notice of such extension to the Claimant which notice shall specify
the extraordinary circumstances and the extended date of the decision, the time
limits applicable to such procedures and a statement of the Claimant’s right to
bring a civil action under ERISA Section 502(a) following an adverse benefit
determination upon review.  Notice of extension must be given prior to
expiration of the initial ninety (90) day period.  The extension
notice shall indicate the special circumstances that require an extension of
time and the date by which the Committee expects to render a decision on the
claim. If the claim is denied the Claimant may file a request for review as
provided in Section 8.10.

    


    
      
        
           


        

        
           59


          
            

          

        

        
           


        

      

    

    


    
      	
              8.10

            	
              Request for Review of
      Denial

            


    

    


    Effective
prior to January 1, 2002, within sixty (60) days after the receipt by the
Claimant of a claim denial (or after the date a claim is deemed denied), the
Claimant has a maximum of sixty (60) calendar days to file a written request
that the Committee conduct a full and fair review of the denied
claim.  The Claimant, or his authorized representative, may review
pertinent documents and submit issues and comments in writing to the Committee
in connection with the review.

    


    Effective
January 1, 2002, Within sixty (60) days after the receipt of the decision
denying a claim by the Claimant, the Claimant may file a written request with
the Committee that it conduct a full and fair review of the denial of the claim
for benefits. The Claimant or his/her duly authorized representative may review
pertinent documents and submit issues and comments in writing to the Committee
in connection with the review.

    


    
      	
              8.11

            	
              Decision on Review of
      Denial

            


    

    


    Effective
prior to January 1, 2002, the Committee shall provide the Claimant with a final
written decision on the review of the denial within sixty (60) days after the
receipt of the aforesaid request for review, except that if there are special
circumstances (such as the need to hold a hearing, if necessary) which require
an extension of time for processing, the aforesaid sixty (60) day period shall,
upon written notice to the Claimant, be extended an additional sixty (60) days.
The decision on review of the denial shall:  (a) be written in a
manner calculated to be understood by the Claimant; (b) include the specific
reason or reasons for the decision; and (c) contain a specific reference to the
Plan provisions upon which the decision is based.  If the decision on
review is not delivered to the Claimant within the periods specified, the claim
shall be considered denied on review on the last day of the applicable sixty
(60) or one hundred twenty (120) day review period.

    


    Effective
January 1, 2002, the Committee shall deliver to the Claimant a written decision
on the review of the denial within a reasonable period of time not to exceed
sixty (60) days after the receipt of the aforesaid request for review, except
that if there are special circumstances (such as the need to hold a hearing, if
necessary) which require an extension of time for processing, the aforesaid
sixty (60) day period shall, upon written notice to the Claimant be extended an
additional sixty (60) days. Notice of an extension shall be given within the
initial sixty (60) day review period.  The extension notice shall
indicate the special circumstances that require an extension of time and the
date by which the Committee expects to render a decision upon
review.  Upon review the Claimant shall be given the opportunity to
(1) submit written comments, documents, records, and other information relating
to its claim and (2) request and receive, free of charge, reasonable access to,
and copies of, all documents, records, and other information relevant to the
Claimant’s

    


    
      
        
           


        

        
           60


          
            

          

        

        
           


        

      

    

    


    claim for
benefits.  Whether a document, record, or other information is
relevant to a claim for benefits shall be determined by reference to applicable
ERISA regulations. The review of a denied claim shall take into account all
comments, documents, records, and other information submitted by the Claimant
relating to the claim, without regard to whether such information was submitted
or considered in the initial benefit determination.  The decision on
review shall be written in a manner calculated to be understood by the Claimant
and, if adverse, shall (1) include the specific reason or reasons for the
decision, (2) contain a specific reference to the pertinent Plan provisions
upon which the decision is based, (3) contain a statement that the Claimant is
entitled to receive, upon request and free of charge, reasonable access to, and
copies of, all documents, records, and other information relevant to the
Claimant’s claim for benefits (whether a document, record, or other information
is relevant to a claim for benefits shall be determined by reference to
applicable ERISA Regulations), and (4) contain a statement describing the
Claimant’s right to bring an action under ERISA Section 502(a).

    


    


    
      	
              8.12

            	
              Notice of Time
      Limits

            


    

    


    When a
Participant or a Beneficiary files a claim, the Committee shall notify him or
her of the claim and review procedure including the time periods
involved.

    


    
      	
              8.13

            	
              Corrections Pursuant
      to Remedial Programs

            


    

    


    In the
event there has been an operational defect in the administration of the Plan,
the Board, or if appropriate the Committee, may take such actions as are
necessary to correct such defects provided that such actions are pursuant to an
Internal Revenue Service Administrative Policy Regarding Sanctions, Voluntary
Compliance Resolution Program, Closing Agreement Program, Self-Correction
Program or Voluntary Correction Program, collectively referred to as “Programs,”
or any other program that the Internal Revenue Service creates as a successor or
modification to such Programs or any remedial program instituted by the U.S.
Department of Labor.

    


    


    


    


    


    ARTICLE
9

    


    AMENDMENT, TERMINATION, AND
MERGER OF THE PLAN

    


    
      	
              9.01

            	
              Right to Amend the
      Plan

            


    

    


    The Board
will have the right at any time and from time to time to adopt a written
amendment, amending in whole or in part, any provision of the
Plan.  The

    


    
      
        
           


        

        
           61


          
            

          

        

        
           


        

      

    

    


    Committee
shall also have the power to adopt written amendments to the Plan that (i) are
necessary or appropriate to satisfy the Code or ERISA, and all regulations
thereto, or (ii) do not increase the rate of Section 3.02 Company Matching
Contribution or costs to the Plan.  No such amendment shall increase
the duties or responsibilities of the Trustee without the Trustee's written
consent.  No amendment will be made to this Plan that attempts to
transfer any part of the corpus or income of the Trust Fund to purposes other
than the exclusive benefit of Participants and their Beneficiaries, nor may any
amendment disturb the Vested rights of any Participant.

    


    
      	
              9.02

            	
              Right to Terminate the
      Plan

            


    

    


    The Board
will have the right to adopt a written amendment to terminate the Plan in whole
or in part at any time.  To the extent required under the Code, upon
termination, partial termination, or complete discontinuance of contributions to
the Plan, all Accounts of affected Participants will become one hundred percent
(100%) Vested.

    


    
      	
              9.03

            	
              Plan Merger and
      Consolidation

            


    

    


    If the
Plan is merged or consolidated with any other Plan, or if the assets or
liabilities of the Plan are transferred to any other Plan, each Participant will
be entitled to a benefit immediately after the merger, consolidation, or
transfer, determined as if the Plan had then terminated, at least equal to the
benefit to which the Participant would have been entitled had the Plan
terminated immediately before such merger, consolidation, or
transfer.

    


    


    ARTICLE
10

    


    TRUST FUND AND THE
TRUSTEE

    


    
      	
              10.01

            	
              Selection of
      Trustee

            


    

    


    The Board
or its authorized delegate will select a Trustee to hold the Trust Fund in
accordance with the terms of an agreement.  Except to the extent
otherwise provided in this Plan, responsibility for the management, investment,
and disposition of Plan assets will belong to the Trustee except to the extent
the Committee reserves such responsibility for itself or appoints an Investment
Manager pursuant to Section 8.05.  To the extent the Committee or
Investment Manager is given this responsibility, the Trustee will not be liable
by reason of its taking or refraining from taking any action at the direction of
the Committee or Investment Manager.  If the Trustee manages and
invests the Trust Fund, the agreement with the Trustee may include a provision
authorizing the Trust Fund

    


    
      
        
           


        

        
          62 


          
            

          

        

        
           


        

      

    

    


    or a
portion thereof to be invested in a joint or associated Trust Fund or Common
Trust Fund.

    


    The Board
may, from time to time, adopt a resolution causing a change in Trustees or the
termination of the Trust and invest Plan assets in any other method acceptable
under ERISA.

    


    ARTICLE
11

    


    TOP-HEAVY PLAN
REQUIREMENTS

    


    
      	
              11.01

            	
              General
      Rule

            


    

    


    For any
Plan Year for which this Plan is a Top-Heavy Plan, as defined in Section 11.07,
and despite any other provisions of this Plan to the contrary, this Plan will be
subject to the provisions of this Article 11.

    


    
      	
              11.02

            	
              Vesting
      Provisions

            


    

    


    Each
Eligible Employee who has completed an Hour of Service during the Plan Year in
which the Plan is Top-Heavy will have the Vested portion of his Company Matching
Contributions Account determined according to Section 6.04.

    


    
      	
              11.03

            	
              Minimum Contribution
      Provision

            


    

    


    Each
Eligible Employee who is a Non-Key Employee, as defined in Section 11.09 and is
employed on the last day of the Plan Year even if such Eligible Employee has
failed to complete one thousand (1,000) Hours of Service during such Plan Year
or was excluded from the Plan for failing to make Deferrals to the Plan, will be
entitled to have the aggregate of Contributions and forfeitures allocated to his
Company Matching Contributions Account and Deferral Account equal not less than
three percent (3%) (the “Minimum Contribution Percentage”) of his
Compensation.  This Minimum Contribution Percentage will be reduced
for any Plan Year to the percentage at which such contributions (including
forfeitures) are made or are required to be made under the Plan for the Plan
Year for the Key Employee for whom such percentage is the highest for such Plan
Year.  For this purpose, the percentage with respect to a Key
Employee, as defined in Section 11.08, will be determined by dividing such
contributions (including forfeitures) made for such Key Employee by the amount
of his total Compensation for the Plan Year.  Effective for Plan Years
beginning on and after January 1, 2002, Employer matching contributions shall be
taken into account for purposes of satisfying the minimum contribution
requirements of section 416(c)(2) of the Code and the plan.  The
preceding sentence shall apply with respect to matching contributions under the
Plan or, if the Plan provides that the minimum contribution requirement shall be
met

    


    
      
        
           


        

        
           63


          
            

          

        

        
           


        

      

    

    


    in
another plan, such other plan.  Employer matching contributions that
are used to satisfy the minimum contribution requirements shall be treated as
matching contributions for purposes of the actual contribution percentage test
and other requirements of section 401(m) of the Code.

    


    Contributions
considered under the first paragraph of this Section 11.03 will include the
contributions described above under this Plan and contributions under all other
defined contribution plans required to be included in an Aggregation Group (as
defined in Section 11.07), but will not include any plan required in such
aggregation group if the Plan enables a defined contribution plan required to be
included in such group to meet the requirements of the Code prohibiting
discrimination as to contributions or benefits in favor of Employees who are
officers, shareholders, or the highly compensated or prescribing the minimum
participation standards.

    


    Contributions
considered under this Section will not include any contributions under the
Social Security Act or any other federal or state law.

    


    
      	
              11.04

            	
              Limitation on
      Compensation

            


    

    


    A
Participant's annual Compensation taken into account under this Article 11, for
purposes of computing benefits under this Plan will be as indicated in Article
1.

    


    
      	
              11.05

            	
              Limitation on
      Contributions

            


    

    


    In the
event that the Company also maintains a defined benefit plan providing benefits
on behalf of Participants in this Plan, one of the two following provisions will
apply in Plan Years beginning before January 1, 2000:

    


    
      	
               
      

            	
              (a)

            	
              If
      for the Plan Year this Plan would not be a “top-heavy” Plan as defined in
      Section 11.07 below if “ninety percent (90%)” were substituted for “sixty
      percent (60%),” then Section 11.03 will apply for such Plan Year as if
      amended so that the “four percent (4%)” were substituted for “three
      percent (3%).”

            


    

    


    
      	
               
      

            	
              (b)

            	
              If
      for the Plan Year this Plan either

            


    

    


    
      	
               
      

            	
              (i)

            	
              is
      subject to Section 11.05(a) but does not provide the additional minimum
      contribution as required therein or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              would
      continue to be a “Top-Heavy Plan” as defined in Section 11.07 if “ninety
      percent (90%)” were substituted for “sixty percent (60%),” then the
      denominator of both the Defined Contribution Plan Fraction and the Defined
      Benefit Plan Fraction will be calculated as set forth in Section 3.04(c)
      for the Plan Year by substituting “one” for “one and twenty-five
      hundredths” in each place such figure appears except
  with

            


    

    


    
      
        
           


        

        
           64


          
            

          

        

        
           


        

      

    

    


    respect
to any individual for whom there are no Company Matching Contributions or
forfeitures allocated or any accruals for such individual under the defined
benefit plan.

    


    11.06      
Coordination with
Other Plans

    


    In the
event that the Company maintains a Top-Heavy Defined Benefit Plan under which
contributions or benefits are provided on behalf of a Participant in this Plan,
such other plan will be treated as a part of this Plan pursuant to applicable
principles set forth in Revenue Ruling 81-202 in determining whether the plans
are providing benefits at least equal to the minimum benefit required under the
Defined Benefit Plan.  If the Plan is subject to Section 11.05(b) but
the Company does not substitute “one” for “one and twenty-five hundredths” as
required by Section 11.05(b), the applicable percentage under the Defined
Benefit Plan will be increased by one percentage point (up to a maximum of ten
percentage points).

    


    If the
Company maintains more than one plan, Non-Key Employees covered under only a
Defined Benefit Plan will receive the defined benefit
minimum.  Non-Key Employees covered only by a Defined Contribution
Plan will receive the defined contribution minimum. Where all plans involved are
Defined Contribution Plans, only this Plan need provide the minimum contribution
for all Participants of the required aggregation group.

    


    
      	
              11.07

            	
              Determination of
      Top-Heavy Status

            


    

    


    The Plan
will be a Top-Heavy Plan for any Plan Year if, as of the Determination Date (as
defined in subsection (b) below), the aggregate value of Accounts (as defined in
subsection (d) below) under the Plan for all Key Employees (as defined in
Section 11.08 below) exceeds 60 percent (60%) of the value of the aggregate of
the Accounts for all Employees, or if this Plan is required to be in an
Aggregation Group (as defined in subsection (a) below) which for such Plan Year
is a Top-Heavy Group (as defined in subsection (c) below).

    


    For
purposes of this Article, the capitalized words have the following
meanings:

    


    
      	
               
      

            	
              (a)

            	
              “Aggregation
      Group” means the group of plans, if any, that includes both the group of
      plans required to be aggregated and the group of plans permitted to be
      aggregated.

            


    

    


    
      	
               
      

            	
              (i)

            	
              The
      group of plans required to be aggregated (the “required aggregation
      group”) includes:

            


    

    


    
      	
               
      

            	
              (A)

            	
              Each
      plan of the Affiliated Company in which a Key Employee is a Participant,
      (in the Plan year containing the
determination

            


    

    


    
      
        
           


        

        
           65


          
            

          

        

        
           


        

      

    

    


    date or
any of the four preceding years) including Collectively Bargained Plans,
and

    


    
      	
               
      

            	
              (B)

            	
              Each
      other plan, including Collectively Bargained Plans, of the Affiliated
      Company that enables a plan in which a Key Employee is a Participant to
      meet the requirements of the Code prohibiting discrimination as to
      contributions or benefits in favor of Employees who are officers,
      shareholders, or highly compensated or prescribing the minimum
      participation standards.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The
      group of plans that are permitted to be aggregated (the “permissive
      aggregation group”) includes the required aggregation group plus one or
      more plans of the Affiliated Company that is not part of the required
      aggregation group and that the Committee certifies as a plan within the
      permissive aggregation group.  Such plan or plans may be added
      to the permissive aggregation group only if, after the addition, the
      aggregation group as a whole continues not to discriminate as to
      contributions or benefits in favor of officers, shareholders, or the
      highly compensated and to meet the minimum participation standards under
      the Code.

            


    

    


    For Plan
Years beginning after December 31, 2001, for purposes of determining the present
values of accrued benefits, and the amounts of account balances of Employees as
of the Determination Date, the following rules shall apply:

    


    
      	
               
      

            	
              (A)

            	
              Distributions
      during year ending on the Determination Date. The present values of
      accrued benefits and the amounts of account balances of an Employee as of
      the Determination Date shall be increased by the distributions made with
      respect to the Employee under the Plan and any plan aggregated with the
      Plan under section 416(g)(2) of the Code during the 1-year period ending
      on the Determination Date. The preceding sentence shall also apply to
      distributions under a terminated plan which, had it not been terminated,
      would have been aggregated with the Plan under section 416(g)(2)(A)(i) of
      the Code. In the case of a distribution made for a reason other than
      separation from service, death, or disability, this provision shall be
      applied by substituting "5-year period" for "1-year
    period."

            


    

    


    
      	
               
      

            	
              (B)

            	
              Employees
      not performing services during year ending on the Determination Date. The
      accrued benefits and accounts of any individual who has not performed
      services for the Employer

            


    

    


    
      
        
           


        

        
           66


          
            

          

        

        
           


        

      

    

    


    during
the 1-year period ending on the Determination Date shall not be taken into
account.

    


    
      	
               
      

            	
              (b)

            	
              “Determination
      Date” means for any Plan Year the last day of the immediately preceding
      Plan Year.  However, for the first Plan Year of this Plan,
      Determination Date means the last day of that Plan
  Year.

            


    

    


    
      	
               
      

            	
              (c)

            	
              “Top-Heavy
      Group” means the Aggregation Group, if as of the applicable Determination
      Date, the sum of the present value of the cumulative accrued benefits for
      Key Employees under all Defined Benefit Plans included in the Aggregation
      Group plus the aggregate of the Accounts of Key Employees under all
      Defined Contribution Plans included in the Aggregation Group exceeds sixty
      percent of the sum of the present value of the cumulative accrued benefits
      for all Employees, excluding former Key Employees, under all such Defined
      Benefit Plans plus the aggregate Accounts for all Employees, excluding
      former Key Employees, under all such Defined Contribution
      Plans.  If the Aggregation Group that is a Top-Heavy Group is a
      required aggregation group, each plan in the group will be a Top-Heavy
      Plan.  If the Aggregation Group that is a Top-Heavy Group is a
      permissive aggregation group, only those plans that are part of the
      required aggregation group will be treated as Top-Heavy
      Plans.  If the Aggregation Group is not a Top-Heavy Group, no
      plan within such group will be a Top-Heavy
Plan.

            


    

    


    
      	
               
      

            	
              (d)

            	
              “Value
      of Accounts” means the sum of (I) the value, as of the most recent
      Valuation Date occurring within the twelve months ending on the
      Determination Date, of the Participant's Accounts and (ii) contributions
      due to such Accounts as of the Determination Date, minus (iii) withdrawals
      from such Accounts since such Valuation
Date.

            


    

    


    
      	
               
      

            	
              (e)

            	
              In
      determining whether this Plan constitutes a Top-Heavy Plan, the Committee
      will make the following
adjustments:

            


    

    


    
      	
               
      

            	
              (i)

            	
              When
      more than one plan is aggregated, the Committee will determine separately
      for each plan as of each plan's Determination Date the present value of
      the accrued benefits or account balance.  The results will then
      be aggregated by adding the results of each plan as of the Determination
      Dates for such plans that fall within the same calendar
    year.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              In
      determining the present value of the cumulative accrued benefit or the
      amount of the account of any Employee, such present value or account will
      include the amount in dollar value of the aggregate distributions made to
      each Employee under the applicable plan during the 5-year period ending on
      the Determination Date unless reflected in the value of the accrued
      benefit or account balance as of the
most

            


    

    


    
      
        
           


        

        
           67


          
            

          

        

        
           


        

      

    

    


    recent
Valuation Date.  The amounts will include distributions to Employees
representing the entire amount credited to their Accounts under the applicable
plan.

    


    
      	
               
      

            	
              (iii)

            	
              Further,
      in making such determination, such present value or such account will not
      include any rollover contribution (or similar transfer) initiated by the
      Employee.

            


    

    
      	
               
      

            	
              (f)

            	
              In
      any case where an individual is a Non-Key Employee with respect to an
      applicable Plan but was a Key Employee with respect to such plan for any
      previous Plan Year, any accrued benefit and any account of such Employee
      will be altogether disregarded.  For this purpose, to the extent
      that a Key Employee is deemed to be a Key Employee if he or she met the
      definition of Key Employee within any of the four preceding Plan Years,
      this provision will apply following the end of such period of
      time.

            


    

    


    
      	
               
      

            	
              (g)

            	
              Further,
      in making such determination, if an Participant has not performed any
      Service for the Company at any time during the five-year period ending on
      the Determination Date, any accrued benefit or the account for such
      Participant will not be included.

            


    

    


    


    


    


    


    
      	
              11.08

            	
              Definition of Key
      Employee

            


    

    


    “Key
Employee” means any Employee (including a former or deceased Employee) under
this Plan who, at any time during the Plan Year in question or during any of the
four preceding Plan Years, is or was one of the following:

    


    
      	
               
      

            	
              (a)

            	
              An
      officer of the Company having Annual Compensation of fifty percent or more
      of the amount in effect under Code Section 415(b)(1)(A) for any such Plan
      Year.  Whether an individual is an officer will be determined by
      the Company on the basis of all the facts and circumstances, such as an
      individual's authority, duties, and term of office, not on the mere fact
      that the individual has the title of an officer.  For any such
      Plan Year, officers will be no more than the fewer
  of:

            


    

    


    
      	
               
      

            	
              (i)

            	
              50
      Employees; or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The
      greater of 3 Employees or 10 percent of the
  Employees.

            


    

    


    For this
purpose, the highest-paid officers will be selected.

    


    
      
        
           


        

        
           68


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (b)

            	
              One
      of the ten (10) Employees having annual Compensation from the Company of
      more than the limitation in effect under Code Section 415(c)(1)(A), and
      owning (or considered as owning, within the meaning of the constructive
      ownership rules of the Code) both more than one-half percent interest and
      the largest interests in the Company.  If two Employees have the
      same interest in the Company, the Employee having greater annual
      Compensation from the Company will be treated as having a larger
      interest.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Any
      person who owns (or is considered as owning, within the meaning of the
      constructive ownership rules of the Code) more than five percent of the
      outstanding stock of the Company or stock possessing more than five
      percent of the combined voting power of all stock of the
      Company.

            


    

    


    
      	
               
      

            	
              (d)

            	
              A
      one percent owner of the Company having Annual Compensation from the
      Company of more than $150,000 and possessing more than 1 percent of the
      combined total voting power of all stock of the Company.  For
      purposes of this Section 11.08, a Beneficiary of a Key Employee will be
      treated as a Key Employee.  For purposes of subsections (c) and
      (d), each Company and/or Affiliated Company is treated separately in
      determining ownership percentages; but, in determining the amount of
      Compensation, an Employee's total Compensation is taken into
      account.

            


    

    


    For Plan
Years beginning after December 31, 2001, “Key Employee”  means, for
purposes of determining whether the Plan is a top-heavy plan under Code Section
416(g), any Employee or former Employee (including any deceased Employee) who at
any time during the Plan Year that includes the Determination Date was an
officer of the Employer having annual compensation greater than $130,000 (as
adjusted under Code Section 416(i)(1)  for Plan Years beginning after
December 31, 2002), a 5-percent owner of the Employer, or a 1- percent owner of
the Employer having annual compensation of more than $150,000. For this purpose,
annual compensation means compensation within the meaning of Code Section
415(c)(3). The determination of who is a Key Employee will be made in accordance
with Code Section 416(i)(1) and the applicable regulations and other guidance of
general applicability issued thereunder.

    


    
      	
              11.09

            	
              Definition of Non-Key
      Employee

            


    

    


    The term
“Non-Key Employee” means any Employee (and any Beneficiary of an Employee) who
is not a Key Employee.

    


    


    ARTICLE
12

    


    USERRA

     

     

    
      
        
           


        

        
           69


          
            

          

        

        
           


        

      



    
      	
              12.01

            	
              Qualified Military
      Service

            


    

    


    
      	
               
      

            	
              (a)

            	
              For
      purposes of this Article VII, the term “Qualified Military Service” shall
      mean any service in the uniformed service (as defined by USERRA) by an
      individual who is entitled under USERRA to reemployment rights with
      respect to the Company.

            


    

    


    
      	
               
      

            	
              (b)

            	
              This
      Article 12 shall be administered in a manner consistent with guidance
      issued by the Internal Revenue Service; provided such guidance is
      issued.

            


    

    


    
      	
              12.02

            	
              Eligibility and
      Vesting

            


    

    


    Notwithstanding
any provision of the Plan to the contrary, effective December 12, 1994: (1) a
Participant reemployed under USERRA shall be treated under the Plan as not
having incurred a Break in Service with the Company for vesting or eligibility
purposes because of the individual's period of Qualified Military Service; and
(2) each period of Qualified Military Service served by a Participant, upon
reemployment under USERRA, shall be considered under the Plan to be service with
the Company for the purpose of (I) determining the nonforfeitability of the
Participant's accrued benefits under the Plan and (ii) determining the accrual
of benefits under the Plan.

    


    
      	
              12.03

            	
              Make-up Deferrals and
      Company Matching
Contributions

            


    

    


    
      	
               
      

            	
              (a)

            	
              Notwithstanding
      any provision of the Plan to the contrary, effective December 12, 1994;
      with respect to a Participant, who under USERRA is entitled to make up a
      Deferral, such Participant may:

            


    

    


    
      	
               
      

            	
              (1)

            	
              make
      additional Deferrals during the period which (I) begins on the date of the
      Participant's reemployment with the Company, and (ii) has the same length
      as the lesser of:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      product of: (I) three (3), and (ii) the period of Qualified Military
      Service which resulted in the USERRA rights;
and

            


    

    


    
      	
               
      

            	
              (b)

            	
              five
      (5) years; and

            


    

    


    
      	
               
      

            	
              (2)

            	
              If
      such Deferrals are made by the Participant, the Company shall make a
      Company Matching Contribution based on the additional Deferrals in
      paragraph (1) above, if any, that would have been required had the
      Deferrals actually been made during the period of the Qualified Military
      Service.  Such contributions shall be made within the time-frame
      provided for in paragraph (1)
above.

            


    

    


    
      
        
           


        

        
           70


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (b)

            	
              The
      amount of the additional Deferrals that the Company must permit a
      reemployed Participant to elect is an amount less than but not exceeding
      the maximum amount of the Deferrals that the Participant would have been
      permitted to make: (1) under the Plan under the limitations in Code
      Section 414(u)(1)(A); (2) during the period of Qualified Military Service;
      (3) if the Participant had continued to be employed by the Company during
      this period, and received “Compensation” (as determined below); and (4) as
      adjusted for any Deferrals actually made during the period of Qualified
      Military Service.  No make-up Deferrals may exceed the amount
      the Participant would have been permitted or required to contribute had
      the Participant remained continuously employed by the Company throughout
      the period of Qualified Military
Service.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Investment
      income or loss shall not be credited on any make-up Deferrals, or Company
      Matching Contributions made as a result thereof, until such contributions
      are made.  A Participant covered under USERRA shall not share in
      forfeitures, in any, allocated during the period of the Participant's
      Qualified Military Service.

            


    

    


    
      	
               
      

            	
              (d)

            	
              For
      purposes of determining allowable make-up Deferrals, a Participant covered
      by USERRA shall be treated as having received Compensation from the
      Employer during the period of the Employee's Qualified Military Service
      equal to: (1) the Compensation of the Participant would have received
      during the period of Qualified Military Service (determined based on the
      rate of pay the Participant would have received from the Company but for
      absence during the period of Qualified Military Service); or (2) if the
      Compensation the Participant would have received during the period of
      Qualified Military Service was not reasonably certain, the Participant's
      average Compensation from the Company during (I) the twelve-month period
      immediately before the Qualified Military Service or (ii) if shorter, the
      period of employment with the Company immediately before the Qualified
      Military Service.

            


    

    


    
      	
              12.04

            	
              Loan Repayment
      Suspension

            


    

    


    Notwithstanding
any language in this Plan to the contrary effective December 12, 1994, the
Committee may, in its discretion, decide that the loan repayment obligation of a
Participant on Qualified Military Service will be suspended during all or part
of such service.

    


    


    ARTICLE
13

    


    MISCELLANEOUS

    


    
      	
              13.01

            	
              Limitation on
      Distributions

            


    

    


    
      
        
           


        

        
           71


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              Notwithstanding
      any provision of this Plan regarding payment to Beneficiaries,
      Participants, or any other person, the Committee may withhold payment to
      any person if the Committee determines that such payment may expose the
      Plan to conflicting claims for payment.  As a condition for any
      payments, the Committee may require such consent, representations,
      releases, waivers, or other information as it deems
      appropriate.  The Committee may, in its discretion, comply with
      the terms of any judgment or other judicial decree, order, settlement, or
      agreement including, but not limited to, a Qualified Domestic Relations
      Order as defined in Code Section
414(p).

            


    

    


    
      	
              13.02

            	
              Limitation on
      Reversion of Contributions

            


    

    


    Except as
provided in subsections (a) through (c) below, Company Matching Contributions
made under the Plan will be held for the exclusive benefit of Participants and
their Beneficiaries and may not revert to the Company.

    


    
      	
               
      

            	
              (a)

            	
              In
      the case of contributions conditioned on the Plan's initial qualification
      under Section 401(a) and 401(k) of the Internal Revenue Code, if the Plan
      does not qualify, such contributions may be returned to the Company within
      one year after the date the Plan's qualification is denied.  The
      maximum Company Matching Contribution that may be returned to the Company
      will not exceed the amount actually contributed to the Plan, or the value
      of such contribution on the date it is returned to the Company, if
      less.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Unless
      the Board, in a resolution authorizing a Plan contribution, states that
      the contribution is made unconditionally and without regard to its
      deductibility under the appropriate section of the Code, any contribution
      by the Employer to the Trust (except a top heavy contribution) is
      conditioned upon the deductibility of the contribution by the Employer
      under the applicable section of the Code.  To the extent any
      such deduction is disallowed or made as a result of a mistake of fact, the
      Employer may demand repayment of such disallowed contribution and the
      Trustee shall return such contribution within one (1) year following (I) a
      final determination of the disallowance, whether by agreement with the
      Internal Revenue Service or by final decision of a court of competent
      jurisdiction, or (ii) the date of the mistaken contribution, whichever
      applies.  Earnings of the Plan attributable to the excess or
      mistaken contribution may not be returned to the Employer, but any losses
      attributable thereto must reduce the amount so
  returned.

            


    

    


    
      	
              13.03

            	
              Voluntary
      Plan

            


    

    


    The Plan
is purely voluntary on the part of the Company and neither the establishment of
the Plan nor any Plan amendment nor the creation of any fund or account, nor the
payment of any benefits will be construed as giving any Employee

    


    
      
        
           


        

        
           72


          
            

          

        

        
           


        

      

    

    


    or any
person legal or equitable right against the Company, the Trustee, or the
Committee unless specifically provided for in this Plan or conferred by
affirmative action of the Committee or the Company according to the terms and
provisions of this Plan.  Such actions will not be construed as giving
any Employee or Participant the right to be retained in the service of the
Company.  All Employees and/or Participants will remain subject to
discharge to the same extent as though this Plan had not been
established.

    


    
      	
              13.04

            	
              Nonalienation of
      Benefits

            


    

    


    Participants
and their Beneficiaries are entitled to all the benefits specifically set out
under the terms of the Plan, but said benefits or any of the property rights in
the Plan will not be assignable or distributable to any creditor or other
claimant of such Participant.  Except for a Qualified Domestic
Relations Order, and/or an offset or assignment described in Code Section
401(a)(13)(A) or (C), a Participant will not have the right to anticipate,
assign, pledge, accelerate, or in any way dispose of or encumber any of the
monies or benefits or other property that may be payable or become payable to
such Participant or his Beneficiary.

    


    
      	
              13.05

            	
              Inability to Receive
      Benefits

            


    

    


    If the
Committee receives evidence that a person entitled to receive any payment under
the Plan is physically or mentally incompetent to receive payment and to give a
valid release, and another person or an institution is maintaining or has
custody of such person, and no Guardian, Committee, or other representative of
the estate of such person has been duly appointed by a court of competent
jurisdiction, then any distribution made under the Plan may be made to such
other person or institution.  The release of such other person or
institution will be a valid and complete discharge for the payment of such
distribution.

    


    
      	
              13.06

            	
              Unclaimed
      Benefits

            


    

    


    If the
Committee is unable, after reasonable and diligent effort, to locate a
Participant or Beneficiary who is entitled to a distribution under the Plan, the
distribution due such person will be forfeited after two years.  If,
however, the Participant or Beneficiary later files a claim for such benefit, it
will be reinstated without any interest earned thereon.  Notification
by certified or registered mail to the last known address of the Participant or
Beneficiary will be deemed a reasonable and diligent effort to locate such
person.  The reinstatement of benefits shall be funded by forfeitures
incurred in the Plan Year of reinstatement to the extent necessary to reinstate
the benefits in full, and to the extent such forfeitures are inadequate, by
additional Company contributions.

    


    Notwithstanding
anything in this Plan to the contrary, if after the adoption of a resolution to
terminate the Plan a Participant's or Beneficiary's benefit under
the

    


    
      
        
           


        

        
           73


          
            

          

        

        
           


        

      

    

    


    Plan
remains payable due to the inability of the Committee or Trustee to locate such
Participant or Beneficiary, the Committee or Trustee shall attempt to locate the
Participant or Beneficiary by either (a) mailing a notice (describing the Plan
benefits due such person) to such Participant or Beneficiary's last known
address as supplied by the Social Security Administration, or (b) request,
pursuant to Revenue Procedure 94-22 and Internal Revenue Service Policy
Statement P-1-187, that the Internal Revenue Service forward a notice similar to
that described in clause (a) to such person.

    


    If the
Participant or Beneficiary cannot be located after the Committee or the Trustee
has taken the notification step described in clause (a) or (b) of the preceding
paragraph, the Trustee shall deposit all Plan benefits payable to the lost or
missing Participant or Beneficiary in an interest bearing savings account at a
federally insured bank; the lost or missing Participant or Beneficiary shall be
listed as the sole owner of such account and have the unconditional right to
withdraw all funds therein.

    


    If a
missing Participant procedure is established by the Pension Benefit Guarantee
Corporation, or other federal agency, and applies to defined contribution plans,
the Committee may utilize such program.

    


    


    
      	
              13.07

            	
              Limitation of
      Rights

            


    

    


    Nothing
expressed or implied in the Plan is intended or will be construed to confer upon
or give to any person, firm, or association other than the Company, the
Participants, the Beneficiaries, and their successors in interest any right,
remedy, or claim under or by reason of this Plan.

    


    
      	
              13.08

            	
              Invalid
      Provisions

            


    

    


    In case
any provision of this Plan is held illegal or invalid for any reason, the
illegality or invalidity will not affect the remaining parts of the
Plan.  The Plan will be construed and enforced as if the illegal and
invalid provisions had never been included.

    


    
      	
              13.09

            	
              One
      Plan

            


    

    


    This Plan
may be executed in any number of counterparts, each of which will be deemed an
original and the counterparts will constitute one and the same instrument and
may be sufficiently evidenced by any one counterpart.

    


    
      	
              13.10

            	
              Use and Form of
      Words

            


    

    


    
      
        
           


        

        
           74


          
            

          

        

        
           


        

      

    

    


    Whenever
any words are used herein in the masculine gender, they will be construed as
though they were also used in the feminine gender in all cases where they would
apply, and vice versa.  Whenever any words are used herein in the
singular form, they will be construed as though they were also used in the
plural form in all cases where they would apply, and vice versa.

    


    
      	
              13.11

            	
              Headings

            


    

    


    Headings
of Articles and Sections are inserted solely for convenience and reference, and
constitute no part of the Plan.

    


    
      	
              13.12

            	
              Governing
      Law

            


    

    


    The Plan
will be governed by and construed according to the federal laws governing
Employee benefit plans qualified under the Code and according to the laws of the
State of Nevada where such laws are not in conflict with the aforementioned
federal laws.

    


    


    ARTICLE
14

    


    EMPLOYEE STOCK OWNERSHIP
PLAN

    


    
      	
              14.01

            	
              Purpose.

            


    

    


    The
Southwest Gas Stock Fund shall be considered and designated as an Employee Stock
Ownership Plan (“ESOP”).  The purpose of the ESOP is to allocate to
Participants and their Beneficiaries an ownership interest in the Company
through the distribution of Company Stock (or the fair market value of such
Company Stock) following a Participant’s termination of
service.  Neither the Company, its officers, directors, Employees or
shareholders, nor any fiduciary of the Plan shall have any responsibility for
the value of any stock or other securities of the Company allocated to the
Account of, or distributed to, any Participant or Beneficiary hereunder, it
being understood that such stock or securities may decline in value or become
wholly worthless due to risks and circumstances which cannot be foreseen and
which may not be within the control of any such person or entities.

    


    
      	
              14.02

            	
              Investment in Company
      Stock.

            


    

    


    A
principal purpose of the ESOP is to provide the opportunity for Employees to
acquire Employer Securities.  Accordingly, Company Matching
Contributions shall be invested primarily in Employer
Securities.  Such contributions will be made in original issue Company
Stock or cash to be used to purchase Employer Securities either directly from
the Company, in the open-market, or in privately negotiated
transactions.  Other cash received for investment in the Southwest Gas
Stock Fund

    


    
      
        
           


        

        
           75


          
            

          

        

        
           


        

      

    

    


    will be
used primarily to purchase Employer Securities.  If Employer
Securities are not available for purchase, or if the Trustee determines that the
purchase of additional Employer Securities is not prudent or would not further
the purpose of the Plan, the Trustee shall, to the extent not inconsistent with
the Plan’s continued tax qualification as an employee stock ownership plan under
Section 4975(e)(7) of the Code, invest the assets of the ESOP in other
securities or investments.  All purchases of Employer Securities shall
be made at prices which, in the judgment of the Trustee, do not exceed the fair
market value of such Employer Securities at the time of purchase.

    


    
      	
              14.03

            	
              Company Matching
      Contributions; Vesting.

            


    

    


    
      	
               
      

            	
              (a)

            	
              Company Matching
      Contributions

            


    

    


    Payment
of Company Matching Contributions will be made to the Southwest Gas Stock Fund,
as set forth above in Section 3.02.

    


    
      	
               
      

            	
              (b)

            	
              Vesting

            


    

    


    Effective
January 1, 2002 and notwithstanding the provisions set forth above
in  Section 6.04, dividends paid on Company Stock will be fully Vested
with the Participant, without regard to whether the Participant is Vested in the
Company Stock with respect to which the dividend is paid.

    


    
      	
              14.04

            	
              Diversification.

            


    

    


    Upon
reaching age fifty (50), a Participant may elect to transfer his Account
Balances attributable to Employer Securities to any other Investment Fund, and
invest future Company Matching Contributions in any other Investment
Fund.

    


    
      	
              14.05

            	
              Voting of Employer
      Securities.

            


    

    


    All
Employer Securities held within the ESOP portion of the Plan shall be voted by
the Participant or the Trustee as set forth above in Section 4.03 and in the
Trust Agreement.  Any shares of Employer Securities not credited to
Participant Accounts shall be voted by the Trustee in the same ratio that the
securities are voted by the Participants who exercised their voting
rights.

    


    
      	
              14.06

            	
              Form of
      Distributions.

            


    

    


    Participant
Accounts held within the ESOP shall be distributed as set forth above in Section
7.01(a).

    


    
      	
              14.07

            	
              Dividends.

            


    

    


    
      
        
           


        

        
           76


          
            

          

        

        
           


        

      

    

    


    Dividends
paid by the Company with respect to shares of Employer Securities held in the
ESOP shall, in the discretion of the Committee, be: (i) retained and reinvested
in the Plan; (ii) distributed to Participants or their Beneficiaries within 90
days after the end of the Plan Year in which they were received; (iii) paid in
cash directly to the Participant or their Beneficiaries or (iv) paid to the
Plan, where the Participants can subsequently elect to  reinvest the
dividends into their ESOP accounts or take a cash distribution within 90 days
after the end of the Plan Year in which such dividends were
received.

    


    


    IN
WITNESS WHEREOF, Southwest Gas Corporation has adopted this Plan this 5th day of
October 2001.

    


    
      	 
      	 
      
	 
      	
              SOUTHWEST
      GAS CORPORATION

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:   /s/
      MICHAEL O. MAFFIE

            
	 
      	
              Title:  President
      & Chief Executive Officer

            


    

    


    
      
        
           


        

        
           77


          
            

          

        

        
           


        

      

    

    


    SOUTHWEST
GAS CORPORATION

    EMPLOYEE'S
INVESTMENT PLAN

    


    Schedule A -- Investment
Plans

    
Investment Funds

     

    Effective March 16, 2001

     

    Southwest
Gas Stock Fund

    Fidelity
Investment Grade Bond Fund

    
      	
               
      

            	
              Fidelity
      Retirement Money Market Portfolio

            


    

    Fidelity
Contrafund

    Fidelity
Asset Manager - Growth

    Fidelity
Growth & Income Portfolio

    Fidelity
Low Priced Stock Fund

    Vanguard
Index 500 Portfolio

    Vanguard
International Growth Fund

    


    Effective January 15,
2002

    Fidelity
Retirement Money Market
Portfolio                Fidelity Asset
Manager: Growth

    Fidelity
U.S. Bond Index Fund

    Vanguard
500 Index Fund - Admiral
Shares                  
   Fidelity
Freedom Income Fund

    Fidelity
Growth & Income Portfolio                       
Fidelity Freedom 2000 Fund

    Fidelity
Contrafund                                                                                          
Fidelity Freedom 2010 Fund

    Fidelity
Low-Priced Stock
Fund                                                                     
Fidelity Freedom 2020 Fund

    Brown
Capital Management, Inc.- Small Company
Fund                           
Fidelity Freedom 2030 Fund

    Vanguard
International Growth Fund - Admiral
Shares                           
  Fidelity Freedom 2040 Fund

    Southwest
Gas Stock Fund

     

    


    


    
      
        
           


        

        
           i


          
            

          

        

        
           


        

      

    

    


    Designation of Investment
Funds

    


    A
Participant's Deferrals and Excess Contributions may be invested entirely at his
discretion, in increments of 1 percent (1%), among the Investment
Funds.  In the complete absence of any designation, the Participant's
Deferrals and/or Excess Deferrals will be invested in the Fidelity Retirement
Money Market Portfolio.

    


    A
Participant's Company Matching Contributions Account will be invested in the
Southwest Gas Stock Fund as provided for in Section 4.03 of the Plan, except as
otherwise determined under the rules in (b) below relating to transfers between
Investment Funds.

    


    Transfer Between and Among
Investment Funds

     

    
      	
               
      

            	
              (a)

            	
              A
      Participant may transfer amounts representing his Deferrals and Excess
      Deferrals from one Investment Fund to another, one (1) time per Investment
      Fund per month, up to twelve (12) times per calendar
      year.  Transfer of amounts from the Southwest Gas Stock Fund to
      another Investment Fund will be subject to the requirement that fifty
      percent (50%) of all funds invested in the ESOP remain invested in
      Employer Securities and the rules in (b)
below.

            


    

    


    Further,
transfer of amounts to or from the Southwest Gas Stock Fund by Participants who
are subjected to Section 16 or the Securities Exchange Act of 1934, as amended,
may only make such transfers six (6) months following the date of the most
recent “opposite way” transfer.

    


    
      	
               
      

            	
              (b)

            	
              Upon
      attaining age 50, a Participant may transfer amounts representing his
      Company Matching Contributions Account invested in Employer Securities and
      other cash received for investment in Southwest Gas Stock Fund to any of
      the Investment Funds, in accordance with Section 4.03 and (a)
      above.

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      investment of a Participant's entire Account Balance is subject to the
      rules of Section 7.02 once the Participant becomes entitled to a
      distribution pursuant to Section
7.02.

            


    

    


    


    
      
        
           


        

        
           ii

          
            

          

        

        
           


        

      

    

    


    FIRST
AMENDMENT TO THE 2001

    AMENDED
AND RESTATED SOUTHWEST GAS CORPORATION

    EMPLOYEES’ INVESTMENT
PLAN

    


    


    Effective
October 1, 2001, unless otherwise noted herein, the Southwest Gas Corporation
Employees’ Investment Plan (the “Plan”) is hereby amended pursuant to Plan
Section 9.01, as follows:

    


    
      	
              2.

            	
              The
      definition of Compensation is
      amended to read as follows:

            


    

    


    Compensation
means:

    


    
      	
               
      

            	
              (a)

            	
              For
      purposes of determining an Eligible Employee’s benefits under the Plan,
      the actual wages paid to an Eligible Employee during the applicable
      period, including sales incentive payments and elective contributions that
      are not includible in gross income under Code Sections 125, 402 and
      403(b), but excluding pay for overtime hours, flexible benefit dollars,
      bonuses, or other special payments, and the Company’s contributions toward
      insurance, retirement, and other fringe benefits or employee welfare plans
      or programs other than severance pay
  arrangements.

            


    

    


    
      	
               
      

            	
              (b)

            	
              For
      purposes of Section 3.04, Section 3.05, Section 3.06, and Article 11 only,
      an Eligible Employee’s “compensation” includes items identified in
      Treasury Regulation Section 1.415-2(d)(2) and does not include items
      identified in Treasury Regulation Section
  1.415-2(d)(3).

            


    

    


    Compensation
will mean only Compensation actually paid or includable in gross income in the
Plan Year.  In no case will amounts deferred pursuant to Code Section
125 be included as Compensation under this subsection (b).

    


    Notwithstanding
any language in this subsection (b) to the contrary, effective for Plan Years
beginning after December 31, 1996, “Compensation” for the purpose described in
this subsection shall include an Eligible Employee’s elective deferrals under
Code Section 402(g)(3), and amounts that pursuant to Code Sections 125 or 457
are contributed or deferred (at the Eligible Employee’s election) and are not
includible in the Eligible Employee’s gross income in the tax year contributed
or deferred.  Notwithstanding any language in this subsection (b) to
the contrary, effective for Plan Years beginning after December 31, 1996,
“Compensation” for the purpose described in this subsection shall include an
Eligible Employee’s elective deferrals under Code Section 402(g)(3), and amounts
that pursuant to Code Sections 125 or 457 are contributed or deferred (at the
Eligible Employee’s election) and are not includible in the Eligible Employee’s
gross income in

    


    
      
        
           


        

        
           1

          
            

          

        

        
           


        

      

    

    


    the tax
year contributed or deferred.  Notwithstanding any provision of this
Plan to the contrary, the following sentence that includes the model language of
Internal Revenue Service Notice 2001-37 shall apply on and after January 1,
2001.  For Plan Years beginning on and after January 1, 2001, for
purposes of applying the limitations described in Section 3.06, the top-heavy
plan rules of Article 11, the Section 3.05(a) of “Compensation Percentage” and
the Section 3.04(a) definition of “Actual Deferral Percentage,” Compensation
paid or made available during such Plan Years shall include elective amounts
that are not includible in the gross income of the employee by reason of Code
Section 132(f)(4).

    


    
      	
               
      

            	
              (c)

            	
              The
      annual Compensation taken into account under the Plan for any Plan Year
      beginning on or after January 1, 1989, shall not exceed the maximum dollar
      amount ($200,000 for the year beginning in 1989 and any other amount that
      applies for a later year, including the limit of $150,000 that applies for
      the year beginning in 1994 and $200,000 for the year beginning January 1,
      2002) that is permitted as of the beginning of the year under Code Section
      401(a)(17) (determined after giving effect to any statutory changes
      affecting Code Section 401(a)(17) and any indexing or other adjustments
      pursuant to Code Section 401(a)(17) that are applicable for the year of
      the determination).  In the case of a short Plan Year or other
      period of less than 12 months requiring a reduction of the Code Section
      401(a)(17) annual limit, the otherwise applicable limit shall be prorated
      by multiplying it by a fraction, the numerator of which is the number of
      months in the short period and the denominator of which is
      12.  Moreover, effective January 1, 1987, to December 31,
      1996, in determining an Employee’s Compensation for purposes of the Code
      Section 401(a)(17) limit, the rules of Code Section 414(q)(6) (requiring
      the aggregation of Compensation paid to family members of certain Five
      Percent Owners and the ten most highly compensated Employees) shall apply,
      except that in applying such rules, the term “family” shall include only
      the Spouse of the Employee and any lineal descendants of the Employee who
      have not attained age 19 before the close of the year.  If, as a
      result of the application of such rules, the adjusted annual Code Section
      401(a)(17) Compensation limit is exceeded, then such limit shall be
      prorated among the affected individuals in proportion to each such
      individual’s Compensation as determined prior to the application of the
      Code Section 401(a)(17) limit.

            


    

    


    Effective
for Plan Years beginning after December 31, 1996, the aforesaid family
aggregation rules shall no longer apply.

    


    
      	
              3.

            	
              Section
      3.04(a)(vii)(B) is amended to read as
follows:

            


    

    


    
      
        
           


        

        
           2

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (B)

            	
              for
      the Look-Back Year, had compensation exceeding eighty thousand dollars
      ($80,000) (this dollar amount shall be adjusted at the same time and in
      the same manner as under Code Section 415(d)) and (if the Company elects
      for the Look-Back Year immediately preceding the Determination Year in a
      manner consistent with guidance prescribed by the Internal Revenue
      Service; provided such guidance is issued) is in the Top Paid Group of
      Eligible Employees in the Look-Back Year.  The Employer did not
      make a Top Paid Group election in Plan Years occurring during the period
      in 1997-2001.  The Company has made a Top Paid Group election in
      Plan Years occurring after December 31,
2001.

            


    

    


    
      	
              4.

            	
              Section
      3.04(b) is amended to read as
follows:

            


    

    


    
      	
               
      

            	
              (b)

            	
              401(k)
      Nondiscrimination Test.

            


    

    


    Each Plan
Year the annual allocation derived from a Participant’s Deferrals shall satisfy
one of the following tests or any other test which might be prescribed under
Code Section 401(k):

    


    
      	
               
      

            	
              (i)

            	
              The
      Actual Deferral Percentage for Higher Compensated Employees shall not
      exceed the Actual Deferral Percentage for Lower Compensated Employees
      multiplied by 1.25; or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The
      Actual Deferral Percentage for Higher Compensated Employees shall not
      exceed 2 multiplied by the Actual Deferral Percentage for Lower
      Compensated Employees; and the excess for the Actual Deferral Percentage
      for Higher Compensated Employees over the Actual Deferral Percentage for
      Lower Compensated Employees shall not exceed 2 percentage
      points.

            


    

    


    Notwithstanding
the foregoing provisions of this subsection, effective for Plan Years beginning
after December 31, 1996, the Actual Deferral Percentage for Lower Compensated
Employees that shall, except as provided in the following sentence, be used in
applying the tests set forth in this subsection for a Determination Year shall
be the Actual Deferral Percentage for Lower Compensated Employees in the
Determination Year.  The Company may elect (in a manner consistent
with guidance prescribed by the Internal Revenue Service; provided such guidance
is issued) to use, when applying the tests set forth in this subsection, the
Actual Deferral Percentage of Lower Compensated Employees in the Look-Back Year
instead of the Determination Year.  In the Plan Years beginning
January 1, 1997, 1998, 1999, 2000 and 2001, the Company elected to utilize the
Actual Deferral Percentage of Lower Compensated Employees for the Determination
Year.

    


    
      
        
           


        

        
           3

          
            

          

        

        
           


        

      

    

    


    For
purposes of determining whether the Plan satisfies the actual deferral
percentage test of Code Section 401(k), all elective contributions that are made
under two or more plans that are aggregated for purposes of Code Section
401(a)(4) or 410(b) (other than Code Section 410(b)(2)(A)(ii)) are to be treated
as made under a single plan and that if two or more plans are permissively
aggregated for purposes of Code Section 401(k), the aggregated plans must also
satisfy Code Sections 401(a)(4) and 410(b) as though they were as single
plan.

    


    
      	
              5.

            	
              Section
      3.04(c)(ii) is amended to read as
follows:

            


    

    


    
      	
               
      

            	
              (ii)

            	
              In
      the event that the Deferrals allocated to Higher Compensated Employees for
      any Plan Year result in Excess Contributions, the Committee shall direct
      the Trustee to distribute the Excess Contributions, adjusted for any
      applicable Trust Fund investment income or loss thereon, to the affected
      Higher Compensated Employees by March 15 following the Plan Year in which
      the Excess Contributions occurred but in no event later than the close of
      the Plan Year following the Plan Year in which the Excess Contributions
      occurred.  To determine the portion of the Excess Contributions
      to be distributed to each Higher Compensated Employee, the Committee shall
      direct the Trustee to distribute the Deferrals allocated to Higher
      Compensated Employees for the Plan Year in which the Excess Contributions
      occurred to the extent necessary to prevent the Actual Deferral Percentage
      for the group of Higher Compensated Employees from exceeding the
      permissible Actual Deferral Percentage for the
  group.

            


    

    


    The
Committee shall direct the Trustee to make the distribution to the Higher
Compensation Employees with the highest Actual Deferral Ratio (for purposes of
the subsection the term “Actual Deferral Ratio” is defined in the following
paragraph) for the Plan Year and then to Higher Compensation Employees with the
next highest Actual Deferral Ratio for the Plan Year, and so on, in descending
order from the highest ratio.  The amount of the Excess Contributions
to be distributed to a Higher Compensated Employee for a Plan Year is the
amount, if any, by which the Employee’s Deferrals must be reduced for the
Employee’s Actual Deferral Ratio to equal the highest permitted Actual Deferral
Ratio under the Plan.

    


    To
calculate the highest permitted Actual Deferral Ratio under the Plan, the Actual
Deferral Ratio of the Higher Compensated Employee with the highest Actual
Deferral Ratio is reduced by the amount required to cause the Employee’s Actual
Deferral Ratio to equal the

    


    
      
        
           


        

        
           4

          
            

          

        

        
           


        

      

    

    


    ratio of
the Higher Compensated Employee with the next highest Actual Deferral
Ratio.  If a lesser reduction would enable the Plan to satisfy the
test under Section 3.04(b), this lesser reduction shall be made.  This
process shall be repeated until the Actual Deferral Percentage for Higher
Compensated Employees satisfies the test in Section 3.04(b).  The
highest Actual Deferral Ratio remaining under the Plan after leveling is the
highest permitted Actual Deferral Ratio.  In no case may the amount of
Excess Contribution exceed the amount of Deferrals on behalf of the Higher
Compensated Employee for the Plan Year.

    


    For the
purposes of this subsection, the phrase “Actual Deferral Ratio” shall for Plan
Years beginning after December 31, 1996, refer to the dollar amount of such
Deferrals and for Plan Years beginning before January 1, 1997, shall mean the
Actual Deferral Ratio of a Higher Compensated Employee.

    The
portion of the Excess Contributions applicable to each Higher Compensated
Employee shall be distributed to the Higher Compensated Employee in a single
payment.  The portion of each Higher Compensated Employee’s Excess
Contributions that is to be distributed in accordance with this Section 3.04
shall be reduced by any Excess Deferrals previously distributed to the Higher
Compensated Employee with respect to the same Plan Year under Section
3.03.

    


    
      	
              12.

            	
              Section
      3.05(b) is amended to read as
follows:

            


    

    


    
      	
               
      

            	
              (b)

            	
              401(m)
      Nondiscrimination Test.

            


    

    


    Each Plan
Year the Company Section 3.02 matching contributions on behalf of Participants
(and Deferrals, if the Company makes a Section 3.05(d) election) shall satisfy
one of the following tests or any other test which might be prescribed under
Code Section 401(m):

    


    
      	
               
      

            	
              (i)

            	
              The
      Contribution Percentage for Higher Compensated Employees shall not exceed
      the Contribution Percentage for Lower Compensated Employees multiplied by
      1.25; or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The
      Contribution Percentage for Higher Compensated Employees shall not exceed
      2 multiplied by the Contribution Percentage for Lower Compensated
      Employees; and the excess of the Contribution Percentage for Higher
      Compensated Employees over the Contribution Percentage for Lower
      Compensated Employees shall not exceed 2 percentage
  points.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Notwithstanding
the foregoing provisions of this subsection, effective for the Plan Years
beginning after December 31, 1996, the Compensation Percentage for Lower
Compensated Employees that shall, except as provided in the following sentence,
be used in applying the tests set forth in this subsection for a Determination
Year shall be the Compensation Percentage for Lower Compensated Employees in the
Determination Year.  The Company may elect (in a manner consistent
with guidance prescribed by the Internal Revenue Service; provided such guidance
is issued) to use, when applying the tests set forth in this subsection, the
Compensation Percentage of Lower Compensated Employees in the Look-Back Year
rather than that of the Determination Year.  Pursuant to the two
foregoing sentences, in the Plan Years beginning January 1, 1997, 1998, 1999,
2000 and 2001, the Company elected to utilize the ACP of Lower Compensated
Employees in the Determination Year.

    


    For
purposes of determining whether the Plan satisfies the actual contribution
percentage test of Code Section 401(m), all employee and matching contributions
that are made under two or more plans that are aggregated for purposes of Code
Sections 401(a) and 410(b) (other than Code Section 410(b)(2)(A)(ii)) are to be
treated as made under a single plan, and that if two or more plans are
permissively aggregated for purposes of Code Section 401(m), the aggregated
plans must also satisfy Code Sections 401(a) and 410(b) as though they were a
single plan.

    


    
      	
              6.

            	
              Section
      13.02 is amended to read as
follows:

            


    

    


    
      	
                             
      13.02

            	
              Limitation on
      Reversion of Contributions

            


    

    


    Except as
provided in subsections (a) through (c) below, Company Matching Contributions
made under the Plan will be held for the exclusive benefit of Participants and
their Beneficiaries and may not revert to the Company.

    


    
      	
               
      

            	
              (a)

            	
              In
      the case of contributions conditioned on the Plan’s
      initial qualification under Code Section 401(a) and 401(k), if the Plan
      does not qualify, such contributions may be returned to the Company within
      one year after the date the Plan’s qualification is denied, but only if
      the application for the determination is made by the time prescribed by
      law for filing the Company’s return for the taxable year in which the Plan
      was adopted, or such later date as the Secretary of the Treasury may
      prescribe.  The maximum Company Matching Contribution that may
      be returned to the Company will not exceed the amount actually contributed
      to the Plan, or the value of such contribution on the date it is returned
      to the Company, if less.

            


    

    


    
      
        
           


        

        
           6

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (b)

            	
              Unless
      the Board, in a resolution authorizing a Plan contribution, states that
      the contribution is made unconditionally and without regard to its
      deductibility under the appropriate section of the Code, any contribution
      by the Company to the Trust (except a top heavy contribution) is
      conditioned upon the deductibility of the contribution by the Company
      under the applicable section of the Code.  To the extent any
      such deduction is disallowed, the Company may demand repayment of such
      disallowed contribution and Trustee shall return such contribution within
      one (1) year after the disallowance of the deduction.  Earnings
      of the Plan attributable to an excess contribution may not be returned to
      the Company, but any losses attributable thereto must reduce the amount so
      returned.

            


    

    


    
      	
               
      

            	
              (c)

            	
              In
      case such contribution is made by the Company to the Plan (other than a
      multiemployer plan) by a mistake of fact, the Company may demand repayment
      of such contribution within one (1) year after the payment of the
      contribution.  Earnings of the Plan attributable to a mistaken
      contribution may not be returned to the Company, but any losses
      attributable thereto must reduce the amount so
  returned.

            


    

    


    
      	
               
      

            	
              13.

            	
              Section
      14.06 is amended to read as
follows:

            


    

    


    
      	
                             
      14.06

            	
              Valuation and Form of
      Distributions

            


    

    


    
      	
               
      

            	
              a.

            	
              To
      the extent Employer Securities are not readily tradable on an established
      securities market with respect to activities carried on by the Plan, all
      valuations of such securities will be made by an independent appraiser,
      who meets requirements similar to the requirements of the regulations
      prescribed under Code Section
170(a)(1).

            


    

    


    
      	
               
      

            	
              b.

            	
              Participant
      Accounts held within the ESOP shall be distributed as set forth above in
      Section 7.01(a), except to the extent Employer Securities are not readily
      tradable on an established securities market.  If such
      securities are not readily tradable on such markets, the Company will
      repurchase the securities within the time periods, and in accordance with
      the methods described in Code Sections 409(h)(5) and
  (6).

            


    

    


    
      	
              8.

            	
              Except
      as hereby amended, the provisions of the Plan as in effect prior to this
      amendment shall continue unchanged.

            


    

    


    (The
next page is the signature page.)

    


    
      
        
           


        

        
           7

          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, the Committee has adopted this amendment effective as stated
above.  This amendment may be executed in any number of counterparts
and all of such counterparts taken together shall be deemed to constitute one
and the same instrument.

    


    Dated at
Las Vegas, Nevada this 27th day of March 2003.

    


    


    EMPLOYEES’
INVESTMENT PLAN COMMITTEE

    


    


    


    
      	
              /s/
      GEORGE C. BIEHL

            	 
	
              George
      C. Biehl

            	 
	 
      	 
	 
      	 
	 
      	 
	
              /s/
      FRED W. COVER

            	 
	
              Fred
      W. Cover

            	 
	 
      	 
	 
      	 
	 
      	 
	
              /s/
      JAMES P. KANE

            	 
	
              James
      P. Kane

            	 
	 
      	 
	 
      	 
	 
      	 
	
              /s/
      THOMAS R. SHEETS

            	 
	
              Thomas
      R. Sheets

            	 


    

    


    
      
        
           


        

        
          8


          
            

          

        

        
           


        

      

    

    


    SECOND
AMENDMENT TO THE 2001

    AMENDED
AND RESTATED SOUTHWEST GAS CORPORATION

    EMPLOYEES’ INVESTMENT
PLAN

    


    Effective
October 1, 2001, unless otherwise noted herein, the Southwest Gas Corporation
Employees’ Investment Plan (the “Plan”) is hereby amended pursuant to Plan
Section 9.01, as follows:

    


    
      	
              6.

            	
              Section
      14.06 is amended to read as
follows:

            


    

    


    
      	
                             
      14.06

            	
              Valuation and Form of
      Distributions

            


    

    


    
      	
               
      

            	
              a.

            	
              To
      the extent Employer Securities are not readily tradable on an established
      securities market with respect to activities carried on by the Plan, all
      valuations of such securities will be made by an independent appraiser,
      who meets requirements similar to the requirements of the regulations
      prescribed under Code Section
170(a)(1).

            


    

    


    
      	
               
      

            	
              b.

            	
              Participant
      Accounts held within the ESOP shall be distributed as set forth above in
      Section 7.01(a), except to the extent Employer Securities are not readily
      tradable on an established securities market.  If such
      securities are not readily tradable on such markets, the Company will
      either (x) repurchase the securities at the time of distribution or (y)
      provide a put option, for a period of at least 60 days following the date
      of distribution of such securities, and if the option is not exercised
      within such 60-day period, an additional option period of at least 60 days
      will be provided in the next Plan Year and repurchase the securities as
      follows:

            


    

    


    
      	
               
      

            	
              (i)

            	
              For
      total distributions (distributions within one taxable year of the balance
      in a Participant’s account), the amount to be paid for such securities
      will be paid in substantially equal periodic payments (not less frequently
      than annually) over a period beginning not later than 30 days after the
      exercise of the put option and not exceeding 5 years, provided that the
      Company has put up adequate security and will pay reasonable interest on
      the unpaid balance during the payment period;
  and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              For
      installment distributions (other than total distributions), the amount to
      be paid for such securities will be paid not later than 30 days after the
      exercised of the put option.

            


    

    


    
      
        
           


        

        
           1

          
            

          

        

        
           


        

      

    

    


    
      	
              2.

            	
              Except
      as hereby amended, the provisions of the Plan as in effect prior to this
      amendment shall continue unchanged.

            


    

    


    IN
WITNESS WHEREOF, the Committee has adopted this amendment effective as stated
above.  This amendment may be executed in any number of counterparts
and all of such counterparts taken together shall be deemed to constitute one
and the same instrument.

    


    Dated at
Las Vegas, Nevada this 30th day of
April 2003.

    


    


    EMPLOYEES’
INVESTMENT PLAN COMMITTEE

    


    


    
      
        	
                /s/
      GEORGE C. BIEHL

              	 
	
                George
      C. Biehl

              	 
	 
      	 
	 
      	 
	 
      	 
	
                /s/
      FRED W. COVER

              	 
	
                Fred
      W. Cover

              	 
	 
      	 
	 
      	 
	 
      	 
	
                /s/
      JAMES P. KANE

              	 
	
                James
      P. Kane

              	 
	 
      	 
	 
      	 
	 
      	 
	
                /s/
      THOMAS R. SHEETS

              	 
	
                Thomas
      R. Sheets

              	 


      



    


    
      
        
           


        

        
           
2

          
            

          

        

        
           


        

      

    

    


    THIRD
AMENDMENT TO THE 2001

    AMENDED
AND RESTATED SOUTHWEST GAS CORPORATION

    EMPLOYEES’ INVESTMENT
PLAN

    


    


    Effective
January 1, 2003, unless otherwise noted herein, the Southwest Gas Corporation
Employees’ Investment Plan (the “Plan”) is hereby amended pursuant to Plan
Section 9.01, as follows:

    


    
      	
               
      

            	
              7.

            	
              7.02

            	
              Timing of
      Distributions

            


    

    


    
      	
               
      

            	
              (a)

            	
              General
      Rules

            


    

    


    
      	
               
      

            	
              (i)

            	
              The
      provisions of this Section 7.02 will apply for purposes of determining
      required minimum distributions for calendar years beginning with the 2003
      calendar year.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              If
      the total amount of 2002 required minimum distributions made to a
      Participant or Designated Beneficiary under the Plan prior to January 1,
      2003 equals or exceeds the required minimum distributions required by this
      Section 7.02, then no additional distributions will be required to be made
      for 2002 on or after such date.  If the total amount of 2002
      required minimum distributions made to a Participant or Designated
      Beneficiary under the Plan is less than such amount, then the required
      minimum distributions for 2002 on and after such date will be determined
      so that the total amount of required minimum distributions for 2002 made
      to a Participant or Designated Beneficiary will equal the amount required
      by this Section 7.02.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              The
      requirements of this Section 7.02 will take precedence over any
      inconsistent provisions of the
Plan.

            


    

    


    
      	
               
      

            	
              (iv)

            	
              All
      distributions required under this Section 7.02 will be determined and made
      in accordance with the regulations under Code section
      401(a)(9)Code.

            


    

    


    
      	
               
      

            	
              (v)

            	
              Notwithstanding
      the other provisions of this Section 7.02, distributions may be made under
      a designation made before January 1, 1984, in accordance with section
      242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the
      provisions of the Plan that relate to section 242(b)(2) of
      TEFRA.

            


    

    


    


    


    
      
        
           


        

        
           1

          
            

          

        

        
           


        

      

    

    


    (b)           Definitions

    


    For
purposes of this Section 7.02, the following terms mean:

    


    
      	
               
      

            	
              (i)

            	
              “Designated
      Beneficiary” means the individual who is designated as the Beneficiary
      under the provisions of the Plan and is the Designated Beneficiary under
      Code Section 401(a)(9) and Treasury Regulations Section 1.401(a)(9)-1,
      Q&A-4.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              “Distribution
      Calendar Year” means the calendar year for which a minimum distribution is
      required.  For distributions beginning before the Participant’s
      death, the first Distribution Calendar Year is the calendar year
      immediately preceding the calendar year which contains the Participant’s
      Required Beginning Date.  For distributions beginning after the
      Participant’s death, the first Distribution Calendar Year is the calendar
      year in which distributions are required to begin under this Section
      7.02.  The required minimum distribution for the Participant’s
      first Distribution Calendar Year will be made on or before the
      Participant’s Required Beginning Date.  The required minimum
      distribution for other Distribution Calendar Years, including the required
      minimum distribution for the Distribution Calendar Year in which the
      Participant’s Required Beginning Date occurs, will be made on or before
      December 31 of that Distribution Calendar
Year.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              “Life
      Expectancy” means the Life Expectancy as computed by use of the Single
      Life Table in Treasury Regulations Section
  1.401(a)(9)-9.

            


    

    


    
      	
               
      

            	
              (iv)

            	
              “Participant’s
      Account Balance” means the Total Vested Account Balance as of the last
      Valuation Date in the calendar year immediately preceding the Distribution
      Calendar Year (valuation calendar year) increased by the amount of any
      contributions made and allocated or forfeitures allocated to the Total
      Vested Account Balance as of dates in the valuation calendar year after
      the Valuation Date and decreased by distributions made in the valuation
      calendar year after the Valuation Date.  The Total Vested
      Account Balance for the valuation calendar year includes any amounts
      rolled over or transferred to the Plan either in the valuation calendar
      year or in the Distribution Calendar Year if distributed or transferred in
      the valuation calendar year.

            


    

    


    
      	
               
      

            	
              (v)

            	
              “Required
      Beginning Date” means April 1 of the calendar year following the later of
      the calendar year in which the Participant (other than a 5-percent owner)
      attains age 70 1⁄2 or the calendar year in which the Participant retires
      from employment with the
Company.  For

            


    

    


    
      
        
           


        

        
           2

          
            

          

        

        
           


        

      

    

    


    a
Participant who is a 5-percent owner, the Required Beginning Date means April 1
of the calendar year following the calendar year in which the Employee attains
age 70 1⁄2.

    


    
      	
               
      

            	
              (c)

            	
              Time and Manner of
      Distribution

            


    

    


    
      	
               
      

            	
              (i)

            	
              The
      Participant’s entire interest will be distributed in a single sum to the
      Participant no later than the Participant’s Required Beginning
      Date.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              If
      the Participant dies before distribution, the Participant’s entire
      interest will be distributed to his or her Designated Beneficiary in a
      single sum no later than the earlier of (x) the end of the month of the
      fifth anniversary of the Participant’s death or (y) December 31 of the
      calendar year in which the Participant would have attained age 70
      1⁄2.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              If
      the Designated Beneficiary dies before distribution, the entire interest
      received from the Participant will be distributed in a single sum to the
      beneficiary of the Designated Beneficiary immediately after notice of the
      death of the Designated
Beneficiary.

            


    

    


    
      	
               
      

            	
              (iv)

            	
              If
      distributions under an annuity purchased from an insurance company
      irrevocably commence to the Participant before the Participant’s Required
      Beginning Date (or to the Participant’s surviving Spouse before the date
      distributions are required to begin to the surviving Spouse under Section
      7.02(c)(ii)(a)), the date distributions are considered to begin is the
      date distributions actually
commence.

            


    

    


    
      	
               
      

            	
              (v)

            	
              Unless
      the Participant’s interest is distributed in a single sum or in the form
      of an annuity purchased from an insurance company on or before the
      Required Beginning Date, as of the first Distribution Calendar Year,
      distributions will be made in accordance with Sections 7.02(d) and
      (e).  If the Participant’s interest is distributed in the form
      of an annuity purchased from an insurance company, distributions
      thereunder will be made in accordance with the requirements of section
      401(a)(9) of the Code and the applicable  Treasury
      Regulations.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Required Minimum
      Distributions During Participant’s
  Lifetime

            


    

    


    
      	
               
      

            	
              (i)

            	
              During
      the Participant’s lifetime, the minimum amount that will be distributed
      for each Distribution Calendar Year is the lesser
  of:

            


    

    


    
      
        
           


        

        
           3

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (a)

            	
              the
      quotient obtained by dividing the Participant’s Account Balance by the
      distribution period in the Uniform Lifetime Table set forth in Treasury
      Regulations Section 1.401(a)(9)-9, using the Participant’s age as of the
      Participant’s birthday in the Distribution Calendar Year;
    or

            


    

    


    
      	
               
      

            	
              (b)

            	
              if
      the Participant’s sole Designated Beneficiary for the Distribution
      Calendar Year is the Participant’s Spouse, the quotient obtained by
      dividing the Participant’s Account Balance by the number in the Joint and
      Last Survivor Table set forth in Treasury Regulation Section
      1.401(a)(9)-9, using the Participant’s and Spouse’s attained ages as of
      the Participant’s and Spouse’s birthdays in the Distribution Calendar
      Year.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Required
      minimum distributions will be determined under this Section 7.02(d)
      beginning with the first Distribution Calendar Year and up to and
      including the Distribution Calendar Year that includes the Participant’s
      date of death.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Required Minimum
      Distributions After Participant’s
Death

            


    

    


    
      	
               
      

            	
              (i)

            	
              Death
      On or After Date Distributions
Begin.

            


    

    


    
      	
               
      

            	
              (a)

            	
              If
      the Participant dies on or after the date distributions begin and there is
      a Designated Beneficiary, the minimum amount that will be distributed for
      each Distribution Calendar Year after the year of the Participant’s death
      is the quotient obtained by dividing the Participant’s Account Balance by
      the longer of the remaining Life Expectancy of the Participant or the
      remaining Life Expectancy of the Participant’s Designated Beneficiary,
      determined as follows:

            


    

    


    
      	
               
      

            	
              (1)

            	
              The
      Participant’s remaining Life Expectancy is calculated using the age of the
      Participant in the year of death, reduced by one for each subsequent
      year.

            


    

    


    
      	
               
      

            	
              (2)

            	
              If
      the Participant’s surviving Spouse is the Participant’s sole Designated
      Beneficiary, the remaining Life Expectancy of the surviving Spouse is
      calculated for each Distribution Calendar Year after the year of the
      Participant’s death using the surviving Spouse’s age as of the Spouse’s
      birthday in that year.  For Distribution Calendar Years after
      the year of the surviving Spouse’s death, the remaining Life Expectancy of
      the surviving

            


    

    


    
      
        
           


        

        
           4

          
            

          

        

        
           


        

      

    

    


    Spouse is
calculated using the age of the surviving Spouse as of the Spouse’s birthday in
the calendar year of the Spouse’s death, reduced by one for each subsequent
calendar year.

    


    
      	
               
      

            	
              (3)

            	
              If
      the Participant’s surviving Spouse is not the Participant’s sole
      Designated Beneficiary, the Designated Beneficiary’s remaining Life
      Expectancy is calculated using the age of the Beneficiary in the year
      following the year of the Participant’s death, reduced by one for each
      subsequent year.

            


    

    


    
      	
               
      

            	
              (b)

            	
              If
      the Participant dies on or after the date distributions begin and there is
      no Designated Beneficiary as of September 30 of the year after the year of
      the Participant’s death, the minimum amount that will be distributed for
      each Distribution Calendar Year after the year of the Participant’s death
      is the quotient obtained by dividing the Participant’s Account Balance by
      the Participant’s remaining Life Expectancy calculated using the age of
      the Participant in the year of death, reduced by one for each subsequent
      year.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Death
      Before Date Distributions Begin

            


    

    


    
      	
               
      

            	
              (a)

            	
              If
      the Participant dies before the date distributions begin and there is a
      Designated Beneficiary, the minimum amount that will be distributed for
      each Distribution Calendar Year after the year of the Participant’s death
      is the quotient obtained by dividing the Participant’s Account Balance by
      the remaining Life Expectancy of the Participant’s Designated Beneficiary,
      determined as provided in Section
7.02(e)(i).

            


    

    


    
      	
               
      

            	
              (b)

            	
              If
      the Participant dies before the date distributions begin and there is no
      Designated Beneficiary as of September 30 of the year following the year
      of the Participant’s death, distribution of the participant’s entire
      interest will be completed by December 31 of the calendar year containing
      the fifth anniversary of the Participant’s
  death.

            


    

    


    
      	
               
      

            	
              (c)

            	
              If
      the Participant dies before the date distributions begin, the
      Participant’s surviving Spouse is the Participant’s sole Designated
      Beneficiary, and the surviving Spouse dies before distributions are
      required to begin to the surviving
Spouse

            


    

    


    
      
        
           


        

        
           5

          
            

          

        

        
           


        

      

    

    


    under
Section 7.02(c)(ii)(a), this Section 7.02(e)(ii) will apply as if the surviving
Spouse were the Participant.

    


    
      	
              2.

            	
              Except
      as hereby amended, the provisions of the Plan as in effect prior to this
      amendment shall continue unchanged.

            


    

    


    IN
WITNESS WHEREOF, the Committee has adopted this amendment effective as stated
above.  This amendment may be executed in any number of counterparts
and all of such counterparts taken together shall be deemed to constitute one
and the same instrument.

    


    Dated at
Las Vegas, Nevada this 29th day of
December 2003.

    


    


    EMPLOYEES’
INVESTMENT PLAN COMMITTEE

    


    


    
      
        	
                /s/
      GEORGE C. BIEHL

              	 
	
                George
      C. Biehl

              	 
	 
      	 
	 
      	 
	 
      	 
	
                /s/
      FRED W. COVER

              	 
	
                Fred
      W. Cover

              	 
	 
      	 
	 
      	 
	 
      	 
	
                /s/
      JAMES P. KANE

              	 
	
                James
      P. Kane

              	 
	 
      	 
	 
      	 
	 
      	 
	
                /s/
      THOMAS R. SHEETS

              	 
	
                Thomas
      R. Sheets

              	 


      



    


    


    
      
        
           


        

        
           6

          
            

          

        

        
           


        

      

    

    


    FOURTH
AMENDMENT TO THE 2001

    AMENDED
AND RESTATED SOUTHWEST GAS CORPORATION

    EMPLOYEES’ INVESTMENT
PLAN

    


    


    Effective
March 28, 2005, Article 6 of the Southwest Gas Corporation Employees’ Investment Plan
(the “Plan”) is hereby
amended pursuant to Plan Section 9.01, to read as follows:

    


    ARTICLE
6

    


    VESTING OF RETIREMENT
DISABILITY, DEATH,

    AND TERMINATION OF
EMPLOYMENT BENEFITS

    


    
      	
               
      

            	
              6.01

            	
              Vesting Due to
      Attainment of Normal Retirement Age and Normal Retirement
      Benefits

            


    

    


    The
Company Matching Contributions Account of a Participant will become, if it has
not already done so, one hundred percent (100%) Vested on the date the
Participant attains his Normal Retirement Age.  A Participant is
always fully Vested in his Deferral Account, Frozen After Tax Account, and
Rollover Account.  A Participant’s retirement
benefit shall be the amount credited to his Accounts as of the Valuation Date
preceding distribution of such benefit plus Section 3 contributions to such
Accounts on behalf of the Participant after such Valuation Date.

    


    
      	
              6.02

            	
              Vesting Due to
      Disability and Disability
Benefits

            


    

    


    The
Company Matching Contributions Account of a Participant, whose employment with
the Company is terminated because he is Permanently and Totally Disabled, will
become, if it has not already done so, one hundred percent (100%) Vested on the
date the Participant’s employment
terminates due to the Participant becoming Permanently and Totally
Disabled.  A Participant is always fully Vested in his Deferral
Account, Frozen After Tax Account, and Rollover Account.  A
Participant’s
disability benefit shall be the amount credited to his Accounts as of the
Valuation Date preceding distribution of such benefit plus Section 3
contributions to such Accounts on behalf of the Participant after such Valuation
Date.

    


    
      	
              6.03

            	
              Vesting Due to Death
      and Death Benefits

            


    

    


    The
Company Matching Contributions Account of a Participant, whose employment with
the Company is terminated due to death, will become, if it has not already done
so, one hundred percent (100%) Vested on the Participant’s date of
death.  A Participant is always fully Vested in his Deferral Account,
Frozen After Tax Account, and Rollover Account.  A

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Participant’s death benefit
shall be the amount credited to his Accounts as of the Valuation Date preceding
distribution of such benefit plus Section 3 contributions to such Accounts on
behalf of the Participant after such Valuation Date.

    


    
      	
              6.04

            	
              Vesting Upon
      Termination of Employment and Termination of Employment
      Benefits

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      benefit payable under the Plan in the case of a Participant, whose
      employment with the Company is terminated for any reason other than
      described in Sections 6.01, 6.02, or 6.03, will be equal to the sum of (I)
      the Vested value of his Accounts on the Valuation Date immediately
      preceding payment of such benefits, and (ii) Article 3 subsequent
      contributions to the Accounts on behalf of the Participant.  The
      Vested value of a Participant’s Accounts
      will be equal to:

            


    

    


    
      	
               
      

            	
              (I)

            	
              The
      Participant’s Deferral
      Account value; plus

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The
      Participant’s Frozen
      After Tax Account value; plus

            


    

    


    
      	
               
      

            	
              (iii)

            	
              The
      Participant’s Rollover
      Account value; plus

            


    

    


    
      	
               
      

            	
              (iv)

            	
              The
      Vested portion of a Participant’s Company
      Matching Contributions Account determined as
  follows:

            


    

    


    
      	
               
      

            	
              Years of
      Service

            	
              Vested
      Percentage

            


    

    
      	
               
      

            	
                 Less
      than 1

            	
                  0%

            


    

    
      	
               
      

            	
              1  20%

            


    

    
      	
               
      

            	
              2  40%

            


    

    
      	
               
      

            	
              3  60%

            


    

    
      	
               
      

            	
              4  80%

            


    

    
      	 	
                5
      and over

            	
              100%

            


    

    


    For
purposes of this Section 6.04, the term “Year of
Service” is a
whole year of Service which is twelve (12) months of Service (thirty (30) days
is deemed to be a month in the case of the aggregation of fractional
amounts).

    


    
      	
              6.05

            	
              Forfeitures

            


    

    


    The
non-Vested portion of a Participant’s Company Matching
Contributions Account, if any, will be forfeited upon the earlier to occur of
(a) the date the Participant incurs his fifth consecutive one (1) year Period of
Severance or (b) the date that the Vested portion of the Participant’s Company Matching
Contributions Account is paid out according to the following
paragraph.  If the Participant is zero percent vested in such account,
he shall be deemed to

    


    
      
        
           


        

        
           2

          
            

          

        

        
           


        

      

    

    


    


    have
received a distribution of such vested account balance on the date he terminated
employment with the Company.

    


    Notwithstanding
any other provision of this Plan to the contrary, any such forfeitures will be
applied first to reinstate the forfeited portions of Company Matching
Contributions Accounts of rehired Participants and lost and missing Participants
and Beneficiaries as described in subsections 6.07(a) and 12.06.  If
the amount of forfeitures available is insufficient to reinstate the Accounts
required to be reinstated for certain rehired Participants, the Company will
make an additional contribution in an amount required to reinstate such Accounts
fully.

    


    
      	
              6.06

            	
              Distributions

            


    

    


    
      	
               
      

            	
              (a)

            	
              If,
      upon a Participant’s
      termination of employment, the Vested amount in his Accounts does not
      exceed $1,000 (or any other amount as may be established, by regulations
      of the Secretary of the Treasury) and the Participant does not elect to
      have such balance paid directly to an eligible retirement plan specified
      in a direct rollover within the time permitted by the Committee, the
      Committee will direct the Trustee to distribute such balance to the
      Participant.

            


    

    


    
      	
               
      

            	
              (b)

            	
              If,
      upon a Participant’s
      termination of employment, the Vested amount in his Accounts is greater
      than $1,000 and does not exceed $5,000 (or any other amount as may be
      established, by regulations of the Secretary of the Treasury) without
      regard to the portion of the Account Balance that is attributable to
      rollover contributions (and earning allocable thereto) within the meaning
      of Code Sections 402(c), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) and
      the Participant does not elect to have such balance paid directly to an
      eligible retirement plan specified in a direct rollover or to receive the
      balance directly within the time permitted by the Committee, the Committee
      will direct the Trustee to pay the balance in a direct rollover to an
      individual retirement account designated by the Committee for the benefit
      of the Participant.

            


    

    


    
      	
               
      

            	
              (c)

            	
              If,
      upon a Participant’s
      termination of employment,  the Vested amount in a
      Participant’s Accounts
      exceeds $5,000, without regard to such rollover contributions, the
      Participant may request, through the Voice Response System, a distribution
      of the entire Vested amount of such
Accounts.

            


    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (d)

            	
              Distributions
      under this Section 6.06 shall occur as soon as administratively
      practicable, but no later than the close of the second Plan Year following
      the Plan Year in which the Participant’s
      termination of employment occurred.  Investment income will
      continue to be allocated pursuant to Section 4.04 to the earlier of the
      Business Day of or the first Business Day after the request for
      distribution is made.

            


    

    


    
      	
              6.07

            	
              Reinstatement of
      Forfeited Accounts

            


    

    


    
      	
               
      

            	
              (a)

            	
              With
      respect to the Participant who receives a distribution pursuant to Article
      6.05 and whose Termination Date occurs before he is one hundred percent
      (100%) Vested in his Company Matching Contributions Account, the
      Participant may repay to the Plan the full amount distributed to him from
      such Account; provided, however, that the repayment must occur before the
      earlier of:  (a) the date five (5) years after the date he is
      subsequently re-employed by the Company, or (b) the day the Participant
      incurs his fifth (5th) consecutive one (1) year Period of Severance
      commencing after the date of the distribution.  After such
      repayment, the balance in the Participant’s Company
      Matching Contributions Account shall be adjusted to the value of the
      balance in his Company Matching Contributions Account on the date the
      repaid distribution was originally made to the Participant.  The
      difference between the amount repaid by the Participant and the balance in
      his Company Matching Contributions Account on the date the repaid
      distribution was originally made shall be funded by all unallocated
      forfeitures incurred in the Plan Year of repayment to the extent necessary
      to reinstate the Participant’s Company
      Matching Contributions Account in full, and to the extent such forfeitures
      are inadequate, by additional Company
  contributions.

            


    

    


    
      	
               
      

            	
              (b)

            	
              With
      respect to a Participant who terminates employment without being one
      hundred percent (100%) Vested in his Company Matching Contributions
      Account and who is reemployed after incurring five (5) consecutive one (1)
      year Periods of Severance, Years of Service subsequent to his reemployment
      will not increase the Vested percentage of the amount in his Company
      Matching Contributions Account as of such prior termination of
      employment.

            


    

    


    Except as
hereby amended, the provisions of the Plan as in effect prior to this amendment
shall continue unchanged.

    


    IN
WITNESS WHEREOF, the Committee has adopted this amendment effective as stated
above.  This amendment may be executed in any number of counterparts
and all of such counterparts taken together shall be deemed to constitute one
and the same instrument.

    


    
      
        
           


        

        
           4

          
            

          

        

        
           


        

      

    

    


    Dated at
Las Vegas, Nevada, this 9th day of
December 2005.

    


    


    EMPLOYEES’ INVESTMENT PLAN
COMMITTEE

    


    


    
      
        	
                /s/
      GEORGE C. BIEHL

              	 
	
                George
      C. Biehl

              	 
	 
      	 
	 
      	 
	 
      	 
	
                /s/
      FRED W. COVER

              	 
	
                Fred
      W. Cover

              	 
	 
      	 
	 
      	 
	 
      	 
	
                /s/
      JAMES P. KANE

              	 
	
                James
      P. Kane

              	 
	 
      	 
	 
      	 
	 
      	 
	
                /s/
      THOMAS R. SHEETS

              	 
	
                Thomas
      R. Sheets

              	 


      



    


    


    
      
        
           


        

        
           
5

          
            

          

        

        
           


        

      

    

    


    FIFTH
AMENDMENT TO THE 2001

    AMENDED
AND RESTATED SOUTHWEST GAS CORPORATION

    EMPLOYEES’ INVESTMENT
PLAN

    


    Effective
February 1, 2006, Schedule A of the Southwest Gas Corporation Employees’ Investment Plan
(the “Plan”) is hereby
amended pursuant to Plan Section 9.01, to read as follows:

    


    
      	
               
      

            	
              1.

            


    

    SOUTHWEST
GAS CORPORATION

    EMPLOYEE’S INVESTMENT
PLAN

    


    Schedule
A -- Investment Plans

    


    
      	 
      	
              Investment
      Funds

            
	 
      	 
      	 
      
	 
      	 
      	
              Southwest
      Gas Stock Fund

            
	 
      	 
      	 
      
	 
      	 
      	
              Fidelity
      U.S. Bond Index Fund

            
	 
      	 
      	
              Fidelity
      Money Market Trust - Retirement Money Market Portfolio

            
	 
      	 
      	
              Fidelity
      U.S. Government Reserves

            
	 
      	 
      	
              Fidelity
      Contrafund

            
	 
      	 
      	
              Fidelity
      Asset Manager - Growth

            
	 
      	 
      	
              Fidelity
      Growth & Income Portfolio

            
	 
      	 
      	
              Fidelity
      Low Priced Stock Fund

            
	 
      	 
      	
              Fidelity
      Freedom Income Fund

            
	 
      	 
      	
              Fidelity
      Freedom 2000 Fund

            
	 
      	 
      	
              Fidelity
      Freedom 2010 Fund

            
	 
      	 
      	
              Fidelity
      Freedom 2020 Fund

            
	 
      	 
      	
              Fidelity
      Freedom 2030 Fund

            
	 
      	 
      	
              Fidelity
      Freedom 2040 Fund

            
	 
      	 
      	 
      
	 
      	 
      	
              Vanguard
      Index 500 - Admiral Shares

            
	 
      	 
      	
              Vanguard
      World International Growth Fund - Admiral Shares

            
	 
      	 
      	 
      
	 
      	 
      	
              Brown
      Capital Management, Inc.- Small Company Institutional
  Fund

            
	 
      	 
      	 
      
	 
      	 
      	
              Lord
      Abbett Small Cap Value Fund

            
	 
      	 
      	 
      


    

    


    Designation of Investment
Funds

    


    A
Participant’s
Deferrals and Excess Contributions may be invested entirely at his discretion,
in increments of one percent (1%), among the Investment Funds.  In the
complete absence of any designation, the Participant’s Deferrals and/or
Excess Deferrals will be invested in the Fidelity Freedom

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Fund that
most closely corresponds to the Participant’s targeted
retirement date.

    


    A
Participant’s
Company Matching Contributions Account will be invested in the Southwest Gas
Stock Fund as provided for in Section 4.03 of the Plan, except as otherwise
determined under the rules in (b) below relating to transfers between Investment
Funds.

    


    


    Transfer Between and Among
Investment Funds

     

    
      	
               
      

            	
              (a)

            	
              A
      Participant may transfer amounts representing his Deferrals and Excess
      Deferrals from one Investment Fund to another, one (1) time per Investment
      Fund per month, up to twelve (12) times per calendar
      year.  Transfer of amounts from the Southwest Gas Stock Fund to
      another Investment Fund will be subject to the requirement that fifty
      percent (50%) of all funds invested in the ESOP remain invested in
      Employer Securities and the rules in (b)
below.

            


    

    


    Further,
transfer of amounts to or from the Southwest Gas Stock Fund by Participants who
are subjected to Section 16 or the Securities Exchange Act of 1934, as amended,
may only make such transfers six (6) months following the date of the most
recent “opposite way”
transfer.

    


    
      	
               
      

            	
              (b)

            	
              Upon
      attaining age fifty (50), a Participant may transfer amounts representing
      his Company Matching Contributions Account invested in Employer Securities
      and other cash received for investment in Southwest Gas Stock Fund to any
      of the Investment Funds, in accordance with Section 4.03 and (a)
      above.

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      investment of a Participant’s entire
      Account Balance is subject to the rules of Section 7.02 once the
      Participant becomes entitled to a distribution pursuant to Section
      7.02.

            


    

    


    
      	
              2.

            	
              Except
      as hereby amended, the provisions of the Plan as in effect prior to this
      amendment shall continue unchanged.

            


    

    


    


    


    
      
        
           


        

        
           2

          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, the Committee has adopted this amendment effective as stated
above.  This amendment may be executed in any number of counterparts
and all of such counterparts taken together shall be deemed to constitute one
and the same instrument.

    


    Dated at
Las Vegas, Nevada, this 3rd day of
February 2006.

    


    


    EMPLOYEES’ INVESTMENT PLAN
COMMITTEE

     

     

    
      
        	
                /s/
      GEORGE C. BIEHL

              	 
	
                George
      C. Biehl

              	 
	 
      	 
	 
      	 
	 
      	 
	
                /s/
      FRED W. COVER

              	 
	
                Fred
      W. Cover

              	 
	 
      	 
	 
      	 
	 
      	 
	
                /s/
      JAMES P. KANE

              	 
	
                James
      P. Kane

              	 
	 
      	 
	 
      	 
	 
      	 
	
                /s/
      THOMAS R. SHEETS

              	 
	
                Thomas
      R. Sheets

              	 


      




    
      
        
           


        

        
           3

          
            

          

        

        
           


        

      

    

    


    SIXTH
AMENDMENT TO THE 2001

    AMENDED
AND RESTATED SOUTHWEST GAS CORPORATION

    EMPLOYEES’ INVESTMENT
PLAN

    


    The
Southwest Gas Corporation Employees’ Investment Plan
(the “Plan”) is hereby
amended pursuant to Plan Section 9.01, to read as follows:

    


    
      	
              1.

            	
              Effective
      January 1, 2006, the Article 1 definition of “Service” is amended
      to read as follows:

            


    

    


    Service means, with
respect to any Employee, his period or periods of employment with an Affiliated
Company that are counted as "Service" in accordance with the following
rules:

    


    
      	
               
      

            	
              (a)

            	
              Each
      Employee shall be credited with Service under the Plan for the period or
      periods during which such Employee maintains an employment relationship
      with the Affiliated Company.  An Employee's employment
      relationship will commence on the date the Employee first renders one Hour
      of Service and ends on his severance from Service date.  Service
      will also include the following
periods:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Periods
      of leave of absence with or without pay granted to the Employee by the
      Affiliated Company in a like and nondiscriminatory manner for any purpose
      including, but not limited to, sickness, accident, or military
      leave.  Such Employee shall not be considered to have terminated
      employment during such leave of absence unless he fails to return to the
      employ of the Company at or prior to the expiration date of such leave, in
      which case he shall be deemed to have terminated as of the date of
      commencement of such leave.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Periods
      during which a person is Permanently and Totally Disabled.  Such
      person shall not be considered to have terminated employment during such
      period of disability unless he fails to return to the employ of the
      Company at the expiration of such period, in which case he shall be deemed
      to have terminated as of his date of
recovery.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              The
      period of time between an Employee's severance from Service date by reason
      of a resignation, discharge, or retirement and his reemployment date, if
      the Employee returns to Service on or before such first anniversary
      date.

            


    

    


    
      	
               
      

            	
              (b)

            	
              In
      the case of a person who incurs five (5) consecutive one (1) year Periods
      of Severance, whose whole years of Service prior to his severance are less
      than five (5) years, who is not Vested in his or her Company Matching
      Contributions Account pursuant to Section 6.04 at the time he incurs such
      five (5) consecutive one (1) year Periods of Severance, but is
      then

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    reemployed
by the Company; his Service prior to such five (5) consecutive one (1) year
Periods of Severance shall be forfeited and shall not be included in determining
his Service under paragraph (a) above.  Such person's Service at the
time of a one (1) year Period of Severance shall not include any Service
disregarded by virtue of the application of this subparagraph to any prior one
(1) year Period of Severance.

    


    
      	
               
      

            	
              (c)

            	
              Subject
      to (b) above, all periods of an Employee's Service, whether or not
      consecutive, will be aggregated.  Service will be measured in
      elapsed years and fractions of years whereby each twelve (12) complete
      calendar months will constitute one year, each completed calendar month
      will constitute one-twelfth (1/12) of a year, and partial calendar months
      which when aggregated equal thirty (30) days will constitute one-twelfth
      (1/12) of a year

            


    

    


    
      	
              2.

            	
              Effective
      January 1, 2006, Section 3.04(c)(iii) is amended to read as
      follows:

            


    

    


    
      	
               
      

            	
              (c)

            	
              Treatment of Excess
      Contributions

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Excess
      Contributions to be distributed under this Section 3.04 with respect to a
      Higher Compensated Employee shall be adjusted to include any applicable
      Trust Fund investment income or loss on such contributions.  The
      Trust Fund investment income or loss attributable to such Excess
      Contribution shall be (1) the income or loss allocable to Higher
      Compensated Employee's Excess Contributions for the  preceding
      calender year (which shall be determined by multiplying the income or loss
      attributable to the Higher Compensated Employee's Deferrals in such year
      by a fraction it’s the
      numerator of which is the Participant's Excess Contributions in such year
      and it’s the
      denominator of which is the sum of the balance in the Higher Compensated
      Employee's Deferral Account on the first day of such year plus Higher
      Compensated Employee's Deferrals for the year) and (2) ten percent (10%)
      of the amount determined under clause (1) multiplied by the number of
      whole calendar months between the end of such year and the date of
      distribution, counting the month of distribution if the distribution
      occurs after the 15th
      of such month.  The distribution shall reduce the Participant's
      Deferral Account as of the date it is distributed.  The
      Committee shall establish such rules and give such timely directions to
      the Trustee as the Committee, in its sole discretion, deems appropriate to
      carry out the provisions of this
paragraph.

            


    

    


    


    


    


    


    
      
        
           


        

        
           2

          
            

          

        

        
           


        

      

    

    


    
      	
              3.

            	
              Effective
      January 1, 2006, Section 3.05(d), “Company
      Election” is amended
      to read as follows:

            


    

    


    
      	
               
      

            	
              (d)

            	
              Company
      Election

            


    

    


    In
computing the Contribution Percentage, the Company, in accordance with Treasury
Regulation Section 1.401(m)-2(a)(6), may, to the extent allowed by such
regulation, elect to use Deferrals in determining the Contribution
Percentage.  The Committee shall establish such rules and give such
directions to the Trustee as shall be appropriate to carry out Section
3.05(c).

    


    
      	
              4.

            	
              Effective
      January 1, 2006, Section 3.05(e)(iii) is amended to read as
      follows:

            


    

    


    
      	
               
      

            	
              (e)

            	
              Treatment of Excess
      Aggregate Contributions

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Excess
      Aggregate Contributions for a Plan Year that are to be distributed or
      forfeited under this Section 3.05 with respect to a Higher Compensated
      Employee shall be adjusted to include any appropriate Trust Fund
      investment income or loss thereon for such Plan Year.  The Trust
      Fund investment income or loss allocable to such Participant's Excess
      Aggregate Contributions for a Plan Year shall be (1) the sum of the income
      or loss allocable to the Higher Compensated Employee’s Company
      Matching Contributions Account (and Deferral Account, if the Company makes
      a Section 3.05(d) election and is allowed by regulations to Code Section
      401(m) to count contributions to Higher Compensated Employee’s Deferral
      Account in the determination of Excess Aggregate Contributions) to the
      extent there is a distribution or forfeiture attributable to said
      Accounts, multiplied by a fraction: (A) the numerator of which equals the
      Higher Compensated Employee’s Excess
      Aggregate Contributions for the Plan Year, and (B) the denominator of
      which equals the sum of the balance of such accounts at the beginning of
      the such year plus the Company Section 3.02 Matching Contributions (and
      the Participant’s Deferrals
      if the Company makes a Section 3.05 (d) election, for such Plan Year if
      Employer elects, and is allowed by regulations under Code Section 401(m),
      to count such contributions in the determination of Excess Aggregate
      Contributions), plus (2)  ten percent (10%) of the amount
      determined under clause (1) multiplied by the number of whole calendar
      months between the end of the Plan Year and the date of distribution,
      counting the month of distribution if the distribution occurs after the
      15th
      of such month.  The distribution or forfeiture shall reduce the
      Participant’s Company
      Matching Contribution Account, (and Deferral Account, if the Company makes
      a Section 3.05(d) election) as of the date it is distributed or forfeited,
      to the extent there is a distribution or forfeiture attributable to
      said

            


    

    


    
      
        
           


        

        
           3

          
            

          

        

        
           


        

      

    

    


    Accounts.
The Committee shall establish such rules and give such timely directions to the
Trustee as the Committee, in its sole discretion, deems appropriate to carry out
the provisions of this paragraph.

    


    
      	
              5.

            	
              Effective
      January 1, 2006, Section 3.05(f), “Future Treasury
      Regulations” is added to
      the Plan and reads as follows:

            


    

    


    
      	
               
      

            	
              (f)

            	
              Notwithstanding
      any other provision of this Plan to the contrary,  the
      determination, calculation, and/or distribution of Excess Deferrals and/or
      Excess Contributions shall be made in a manner consistent with Treasury
      Regulations Sections 1.401(k)-1 and 1.401(k)-2, the terms of which are
      hereby incorporated by reference.  Additionally, notwithstanding
      any other provision of this Plan to the contrary,  the
      determination, calculation, distribution and/or forfeiture of Excess
      Aggregate Contributions shall be made in a manner consistent with Treasury
      Regulations Sections 1.401(m)-1 and 1.401(m)-2, the terms of which are
      hereby incorporated by reference.

            


    

    


    
      	
              6.

            	
              Effective
      January 1, 2007, Section 4.03, “Investment of Company
      Matching Contributions and Voting of Company Stock” is amended
      to read as follows:

            


    

    


    All
Company Matching Contributions shall be primarily invested in the Southwest Gas
Stock Fund, and shall be a part of the Employee Stock Ownership
Plan.  Such contributions shall be based on the fair market value of
the Company Stock at the time contributed by the Company or purchased by the
Trustee from the Company, in the open market, or in privately negotiated
transactions.  Once such contributions are deposited in a
Participant’s
Company Matching Contribution Account, a Participant may transfer such
contributions between and among Investment Funds, as provided for in Schedule A
to the Plan.  Upon reaching age fifty (50), a Participant may elect to
have all future contributions to his Company Matching Contributions Account
invested in any of the Investments Funds as set forth above in Section
4.02.

    


    This Plan
may acquire and hold qualifying securities of the Company.  If all or
part of a Participant’s Company Matching
Contribution Account or other accounts is invested in Employer Securities, such
Participant shall be entitled to the voting rights based on the value of such
stock in his Account.  The Trustee will vote the Company Stock that is
not voted by Participants in the same ratio that the stock is voted by the
Participants who exercised their voting rights.  The Committee, in a
nondiscriminatory manner, will make any other necessary decisions arising out of
the acquisition or holding of Employer Securities.

    


    
      
        
           


        

        
           4

          
            

          

        

        
           


        

      

    

    


    
      	
              7.

            	
              Effective
      January 1, 2006, Section 4.05, “Limitation on
      Participant Investment Instruction,” is amended
      to read as follows:

            


    

    


    Notwithstanding
anything else in this Plan to the contrary, the Committee will, unless in its
discretion it determines otherwise, decline to carry out a Participant’s investment
instructions if such instructions:

    


    
      	
               
      

            	
              *

            	
              Would
      result in a prohibited transaction described in ERISA Section 406 or Code
      Section 4975;

            


    

    


    
      	
               
      

            	
              *

            	
              Would
      generate income that would be taxable to the
  Plan;

            


    

    


    
      	
               
      

            	
              *

            	
              Would
      not be in accordance with the Plan;

            


    

    


    
      	
               
      

            	
              *

            	
              Would
      cause a fiduciary to maintain the indicia of ownership of any Plan assets
      outside the jurisdiction of the district courts of the United States other
      than as permitted by ERISA Section 404(b) and 29 CFR
      2550.404b-1;

            


    

    


    
      	
               
      

            	
              *

            	
              Would
      jeopardize the Plan’s tax
      qualified status under the Code; or

            


    

    


    
      	
               
      

            	
              *

            	
              Could
      result in a loss in excess of a Participant’s or
      Beneficiary’s account
      balance.

            


    

    


    Furthermore,
notwithstanding any language in this Plan to the contrary, the Committee may
establish any and all rules and regulations it deems necessary to provide and
allow for a change in Plan record keeper, and/or Trustee, or a change in
Investment Funds, as determined by the Committee, that are available to Plan
Participants.  Such rules and regulations may include, but not be
limited to, limits or prohibitions, during specified time periods, on the
availability of Participant enrollments, withdrawals, distributions, loans,
rollover contributions, Investment Fund transfers, and/or changes in Deferral
elections.  Participants
shall also be subject to trading restrictions, penalties and rules established
by either (1) the Plan’s record keeper, or (2)
the company that maintains an Investment Fund option in which the Participant
has directed, or does direct, an investment of all or part of the
Participant’s
Plan Accounts.

    


    
      	
              8.

            	
              Effective
      January 1, 2007, Sections 5.04(b)(i) and (ii), “Hardship Withdrawal
      Conditions to be Met” are amended
      to read as follows:

            


    

    


    


    
      
        
           


        

        
           5

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (i)

            	
              Before
      the distribution the Participant, and if applicable the Participant's
      Spouse, shall execute all consents to the distribution that would be
      required if the withdrawal were a distribution upon the Participant’s
      termination of employment, and the Participant submits documentation to
      the Committee, or its designee, indicating that his or her requested
      distribution is necessary to satisfy a financial need arising
      from:

            


    

    


    
      	
               
      

            	
              (A)

            	
              Expenses
      for (or necessary to obtain) medical care that would be deductible under
      Code Section 213(d)
      (determined without regard to whether the expenses exceed 7.5% of adjusted
      gross income);

            


    

    


    
      	
               
      

            	
              (B)

            	
              Costs
      directly related to the purchase (excluding mortgage payments), but not
      the construction, repair, remodel, refinance, or lease of the
      Participant's principal residence;

            


    

    


    
      	
               
      

            	
              (C)

            	
              Payment
      of tuition related educational fees, and room and board expenses for up to
      the next twelve (12) months of post-secondary education for the
      Participant, the Participant’s Spouse, or
      the Participant’s children or the
      Participant’s Code Section 152
      dependents determined without regard to Code Section 152(b)(1), (b)(2) and
      (d)(1)(B);

            


    

    


    
      	
               
      

            	
              (D)

            	
              Payments necessary to prevent the
      eviction of the Participant from his or her principal residence or the
      foreclosure of the mortgage on the Participant’s
      principal residence;

            


    

    


    


    
      	
               
      

            	
              (E)

            	
              Payments for burial or funeral
      expenses for the Participant’s deceased parent, the
      Participant’s deceased Spouse, the
      Participant’s deceased children, or the
      Participant’s deceased Code Section 152
      dependents determined without regard to Code Section 152(b)(1), (b)(2) and
      (d)(1)(B);

            


    

    


    
      	
               
      

            	
              (F)

            	
              Payment
      for expenses for the repair and damage to the Participant’s principal
      residence that would qualify for the casualty deduction under Code Section
      165 (determined without regard to whether the loss exceeds 10% of adjusted
      gross income); or

            


    

    


    
      	
               
      

            	
              (G)

            	
              Such
      other events as the Committee agrees to and as to which  the
      Commissioner of the Internal Revenue Service specifies, through the
      publication of revenue rulings, notices, and other documents of general
      availability, as giving rise to a
deemed

            


    

    


    
      
        
           


        

        
           
6

          
            

          

        

        
           


        

      

    

    


    immediate
and heavy financial need.

    


    
      	
               
      

            	
              (ii)

            	
              The
      Participant’s hardship
distribution:

            


    

    


    
      	
               
      

            	
              (A)

            	
              Must
      be in an amount not exceeding the amount of the need arising under
      subparagraph (i)(A-G) above.   The amount of an immediate
      and heavy financial need may include any amounts necessary to pay federal,
      state, or local income taxes or penalties reasonably anticipated to result
      from the distribution;

            


    

    


    
      	
               
      

            	
              (B)

            	
              Cannot
      be made until the Participant has obtained all other currently available
      distributions (including the election to receive dividends under Article
      14), other than hardship distributions, and all nontaxable loans
      (determined at the time of the loan) that are currently available under
      all qualified and nonqualified plans of the Company;
  and

            


    

    


    
      	
               
      

            	
              (C)

            	
              Shall
      result in the Participant being prohibited from making Deferrals to this
      and all other qualified and nonqualified plans of deferred compensation
      maintained by the Company, for one year beginning on the date the
      Participant receives a hardship withdrawal, if prior to January 1, 2002,
      and for six (6) months if such withdrawal occurs after December 31,
      2001.

            


    

    


    
      	
              9.

            	
              Effective
      January 1, 2006, Section 9.02, “Right to Terminate the
      Plan,” is amended
      to read as follows:

            


    

    


    The Board
will have the right to adopt a written amendment to terminate the Plan in whole
or in part at any time.  To the extent required under the Code, upon
termination, partial termination, or complete discontinuance of contributions to
the Plan, all Accounts of affected Participants will become one hundred percent
(100%) Vested.  Notwithstanding the foregoing, a distribution may not
be made upon the termination of this Plan if the Employer establishes or
maintains an alternative defined contribution plan at any time during the period
beginning on the date of the Plan’s termination and
ending twelve months after distribution of all Plan assets.  A defined
contribution plan is not an alternative defined contribution plan if it is a
Code Section 4975(e)(7) or 409(a) employee stock ownership plan, a Code Section
408(k) simplified employee pension, a Code Section 408(p) simple IRA, a plan or
contract that satisfies the requirements of Code Section 403(b), or a plan
described in Code Section 457(b) or (f).

    


    


    


    


    


    
      
        
           


        

        
           7

          
            

          

        

        
           


        

      

    

    


    
      	
              10.

            	
              Effective
      January 1, 2006, Section 9.03, “Plan Merger and
      Consolidation,” is amended
      to read as follows:

            


    

    


    If the
Plan is merged or consolidated with any other Plan, or if the assets or
liabilities of the Plan are transferred to any other Plan, each Participant will
be entitled to a benefit immediately after the merger, consolidation, or
transfer, determined as if the Plan had then terminated, at least equal to the
benefit to which the Participant would have been entitled had the Plan
terminated immediately before such merger, consolidation, or transfer.  Notwithstanding
the foregoing, a transfer (but not a rollover) of Plan assets to another Plan,
or a merger with another plan, shall not occur unless the recipient plan
provides that transferred qualified non-elective contributions and qualified
matching contributions will not be distributable to a Participant until after
the Participant’s separation from service
with the Company.

    


    
      	
              11.

            	
              Section
      14.04, “Diversification” is amended
      to read as follows:

            


    

    


    Once
Company Matching Contributions are deposited in a Participant’s Company Matching
Contribution Account, a Participant may transfer such contributions between and
among Investment Funds, as provided for in Schedule A to the Plan. Upon reaching
age fifty (50), a Participant may elect to invest future Company Matching
Contributions directly in any other Investment Fund.

    


    
      	
              12.

            	
              Effective
      January 1, 2007, Schedule A, “Investment
      Plans” is amended
      to read as follows:

            


    

    


    Schedule
A -- Investment Plans

    


    
      	 
      	
              Investment
      Funds

            
	 
      	 
      	 
      
	 
      	 
      	
              Southwest
      Gas Stock Fund

            
	 
      	 
      	 
      
	 
      	 
      	
              Fidelity
      U.S. Bond Index Fund

            
	 
      	 
      	
              Fidelity
      Money Market Trust - Retirement Money Market Portfolio

            
	 
      	 
      	
              Fidelity
      U.S. Government Reserves

            
	 
      	 
      	
              Fidelity
      Contrafund

            
	 
      	 
      	
              Fidelity
      Asset Manager - Growth (Terminated
      effective as of March 1, 2007)

            
	 
      	 
      	
              Fidelity
      Growth & Income Portfolio

            
	 
      	 
      	
              Fidelity
      Low Priced Stock Fund

            
	 
      	 
      	
              Fidelity
      Freedom Funds (All Freedom
      Fund investment options are available effective as of March 1,
      2007)

            
	 
      	 
      	 
      
	 
      	 
      	
              Vanguard
      Index 500 - Admiral Shares (Vanguard
      Index 500 - Institutional Shares effective as of February 1,
      2007)

            
	 
      	 
      	
              Vanguard
      World International Growth Fund - Admiral
Shares

            


    

     

    
      
        
           


        

        
           8

          
            

          

        

        
           


        

      

    

    
      
        	 
      	 
      	
                Brown
      Capital Management, Inc.- Small Company Institutional
  Fund

              
	 
      	 
      	 
      
	 
      	 
      	
                Lord
      Abbett Small Cap Value Fund

              


      

       

    

     

    Designation of Investment
Funds

    


    A
Participant’s
Deferrals, Excess Contributions/Deferrals, and Rollover Contributions may be
invested entirely at his discretion, in increments of one percent (1%), among
the Investment Funds.  In the complete absence of any designation, the
Participant’s
Deferrals, Excess Contributions/Deferrals and/or Rollover Contributions will be
invested in the Fidelity Freedom Fund that most closely corresponds to the
Participant’s
targeted retirement date.

    


    A
Participant’s
Company Matching Contributions Account will be invested in the Southwest Gas
Stock Fund as provided for in Section 4.03 of the Plan, and the rules in (b)
below relating to transfers between Investment Funds.

    


    Transfer Between and Among
Investment Funds

    
      	
               
      

            	
              (a)

            	
              A
      Participant may transfer amounts representing his Deferrals and Excess
      Contributions/Deferrals, and Rollover Contribution from one Investment
      Fund to another, daily.  Transfer of amounts from the Southwest
      Gas Stock Fund to another Investment Fund will be subject to the
      requirement that fifty percent (50%) of all funds invested in the ESOP
      remain invested in Employer Securities and the rules in (b)
      below.

            


    

    


    Further,
transfer of amounts to or from the Southwest Gas Stock Fund by Participants who
are subjected to Section 16 or the Securities Exchange Act of 1934, as amended,
may only make such transfers six (6) months following the date of the most
recent “opposite way”
transfer.

    


    
      	
               
      

            	
              (b)

            	
              Once
      Company Matching Contributions are deposited in a Participant’s Company
      Matching Contribution Account, a Participant may immediately transfer such
      contributions to other Investment Funds. Upon reaching age fifty (50), a
      Participant may elect to invest future Company Matching Contributions
      directly in any other Investment Fund, in accordance with Section 4.03 and
      (a) above.

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      investment of a Participant’s entire
      Account Balance is subject to the rules of Section 7.02 once the
      Participant becomes entitled to a distribution pursuant to Section
      7.02.

            


    

    


    
      	
              4.

            	
              Except
      as hereby amended, the provisions of the Plan as in effect prior to this
      amendment shall continue unchanged.

            


    

    


    
      
        
           


        

        
           9

          
            

          

        

        
           


        

      

    

    


    


    


    


    


    


    IN
WITNESS WHEREOF, the Committee has adopted this amendment effective as stated
above. This amendment may be executed in any number of counterparts and all of
such counterparts taken together shall be deemed to constitute one and the same
instrument.

    


    Dated at
Las Vegas, Nevada, this 15th day of
December 2006.

    


    EMPLOYEES’ INVESTMENT PLAN
COMMITTEE

    


    


    


    
      	
              /s/
      GEORGE C. BIEHL

            	 
      	
              /s/
      JAMES P. KANE

            	 
	
              George
      C. Biehl

            	 
      	
              James
      P. Kane

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	
              /s/
      FRED W. COVER

            	 
      	
              /s/
      THOMAS R. SHEETS

            	 
	
              Fred
      W. Cover

            	 
      	
              Thomas
      R. Sheets

            	 


    

    


    


    


    
      
        
           


        

        
           10

          
            

          

        

        
           


        

      

    

    


    SEVENTH
AMENDMENT TO THE 2001

    AMENDED
AND RESTATED SOUTHWEST GAS CORPORATION

    EMPLOYEES’ INVESTMENT
PLAN

    


    Effective
October 1, 2007, the Southwest Gas Corporation Employees’ Investment Plan (the
“Plan”) is hereby amended pursuant to Plan Section 9.01, to as
follows:

    


    
      	
              1.

            	
              Section
      3.01(b) is amended to read as
follows:

            


    

    


    
      	
               
      

            	
              (b)

            	
              Unmatched
      Deferrals.

            


    

    


    Participant
making Matched Deferrals at the maximum percentage rate may elect to further
reduce his Compensation, including pay for overtime hours, in a fixed whole
percentage of not less than one percent (1%) and not more than fifty-four
percent (54%) or the cash compensation payable to the Participant after all
other applicable withholdings. The Company will make
payments to the Plan within the time frame required by applicable laws and
regulations of the amount of the reduction to be credited to the Participant's
Deferral Account.  Amounts deferred under this subsection will be
contributed as Unmatched Deferrals.

    


    
      	
              2.

            	
              Except
      as hereby amended, the provisions of the Plan as in effect prior to this
      amendment shall continue unchanged.

            


    

    


    IN
WITNESS WHEREOF, the Committee has adopted this amendment effective as stated
above.  This amendment may be executed in any number of counterparts
and all of such counterparts taken together shall be deemed to constitute one
and the same instrument.

    


    Dated at
Las Vegas, Nevada, this 5th day of
September 2007.

    


    EMPLOYEES’
INVESTMENT PLAN COMMITTEE

    


    


    
      


      
        	
                /s/
      GEORGE C. BIEHL

              	 
      	
                /s/
      JAMES P. KANE

              	 
	
                George
      C. Biehl

              	 
      	
                James
      P. Kane

              	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	
                /s/
      FRED W. COVER

              	 
      	
                /s/
      THOMAS R. SHEETS

              	 
	
                Fred
      W. Cover

              	 
      	
                Thomas
      R. Sheets

              	 


      

      


    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EIGHTH
AMENDMENT TO THE 2001

    AMENDED
AND RESTATED SOUTHWEST GAS CORPORATION

    EMPLOYEES’ INVESTMENT
PLAN

    


    Effective
January 1, 2008, the Southwest Gas Corporation Employees’ Investment Plan (the
“Plan”) is hereby amended pursuant to Plan Section 9.01, as
follows:

    


    
      	
              1.

            	
              Section
      3.01(a) is amended to read as
follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Matched
      Deferrals

            


    

    


    Upon
enrollment or reenrollment in the Plan, each Participant must elect to reduce
his Compensation in a fixed whole percentage of not less than two percent (2%)
and not more than seven percent (7%).  The Company will make payments
to the Plan within the time frame required by applicable laws and regulations of
the amount of the reduction, to be credited to the Participant's Deferral
Account.  Amounts deferred under this subsection will be contributed
as Matched Deferrals.

    


    
      	
              2.

            	
              Section
      3.02(a) is amended to read as
follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Company will, on behalf of eligible Participants, contribute an amount
      which equals the sum of the amounts to be allocated to the Company
      Matching Contributions Account of each eligible
      Participant.  The amount allocated to the Company Matching
      Contributions Account for each eligible Participant will equal fifty
      percent (50%) of the eligible Participant's Matched Deferrals plus
      forfeitures allocated under Section 3.07.  The maximum Company
      Matching Contribution under this Plan equals three and one-half percent
      (31⁄2%)
      of a Participant's Compensation.  For purposes of this Section
      3.02(a), the term "eligible Participant" means any Participant other than
      a Participant who is an officer of the Company or who has been selected to
      participate in the Company’s executive deferral
  plan.

            


    

    


    
      	
              3.

            	
              Section
      11.03 is amended to read as
follows:

            


    

    


    Each
Eligible Employee who is a Non-Key Employee, as defined in Section 11.09 and is
employed on the last day of the Plan Year even if such Eligible Employee has
failed to complete one thousand (1,000) Hours of Service during such Plan Year
or was excluded from the Plan for failing to make Deferrals to the Plan, will be
entitled to have the aggregate of Contributions and forfeitures allocated to his
Company Matching Contributions Account and Deferral Account equal not less than
three and one-half percent (31⁄2%) (the “Minimum
Contribution Percentage”) of his Compensation.  This Minimum
Contribution Percentage will be reduced for any Plan Year to the percentage at
which such contributions (including forfeitures) are made or are required to be
made under the Plan  for the Plan Year for the Key Employee for whom
such percentage is the highest for such Plan Year.  For this purpose,
the

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    percentage
with respect to a Key Employee, as defined in Section 11.08, will be determined
by dividing such contributions (including forfeitures) made for such Key
Employee by the amount of his total Compensation for the Plan
Year.  Effective for Plan Years beginning on and after January 1,
2002, Employer matching contributions shall be taken into account for purposes
of satisfying the minimum contribution requirements of section 416(c)(2) of the
Code and the Plan. The preceding sentence shall apply with respect to matching
contributions under the Plan or, if the Plan provides that the minimum
contribution requirement shall be met in another plan, such other plan. Employer
matching contributions that are used to satisfy the minimum contribution
requirements shall be treated as matching contributions for purposes of the
actual contribution percentage test and other requirements of section 401(m) of
the Code.

    


    Contributions
considered under the first paragraph of this Section 11.03 will include the
contributions described above under this Plan and contributions under all other
defined contribution plans required to be included in an Aggregation Group (as
defined in Section 11.07), but will not include any plan required in such
aggregation group if the Plan enables a defined contribution plan required to be
included in such group to meet the requirements of the Code prohibiting
discrimination as to contributions or benefits in favor of Employees who are
officers, shareholders, or the highly compensated or prescribing the minimum
participation standards.

    


    Contributions
considered under this Section will not include any contributions under the
Social Security Act or any other federal or state law.

    


    
      	
              4.

            	
              Except
      as hereby amended, the provisions of the Plan as in effect prior to this
      amendment shall continue unchanged.

            


    

    


    IN
WITNESS WHEREOF, the Board of Directors has adopted this amendment effective as
stated above.  This amendment may be executed in any number of
counterparts and all of such counterparts taken together shall be deemed to
constitute one and the same instrument.

    


    Dated at
Las Vegas, Nevada, this 18th day of
September 2007.

    


    
      	 
      	
              SOUTHWEST
      GAS CORPORATION

            	 
	 
      	 
      	 
	 
      	
              /s/
      JEFFREY W. SHAW

            	 
	 
      	
              Jeffrey
      W. Shaw

            	 
	 
      	
              Chief
      Executive Officer

            	 


    

     

     

    


    
      
        
           


        

        
           2

          
            

          

        

        
           


        

      

    

    


    NINTH
AMENDMENT TO THE 2001

    AMENDED
AND RESTATED SOUTHWEST GAS CORPORATION

    EMPLOYEES’ INVESTMENT
PLAN

    


    The
Southwest Gas Corporation Employees’ Investment Plan (the “Plan”) is hereby
amended pursuant to Plan Section 9.01, as follows:

    


    
      	
              1.

            	
              Effective
      April 1, 2008, Section 8.08 of the Plan is amended to read as
      follows:

            


    

    


    Payment of
Expenses

    


    The
members of the Committee will serve without compensation for their
services.  The compensation or fees of accountants and other
specialists and any other costs of administering the Plan or Trust Fund will be
paid by the Trust Fund or (if such costs are incurred for the benefit of
individual Participants and the Committee determines that the allocation to
individual Participants is reasonable) the Participant, unless paid by the
Company in its discretion.

    


    
      	
              2.

            	
              Effective
      April 1, 2008, Schedule A, “Investment
      Plans” is amended to read as
follows:

            


    

    


    Schedule
A -- Investment Plans

    


    
      	 
      	
              Investment
      Funds

            
	 
      	 
      	 
      
	 
      	 
      	
              Southwest
      Gas Stock Fund

            
	 
      	 
      	 
      
	 
      	 
      	
              Fidelity
      U.S. Bond Index Fund

            
	 
      	 
      	
              Fidelity
      Money Market Trust - Retirement Money Market Portfolio

            
	 
      	 
      	
              Fidelity
      U.S. Government Reserves

            
	 
      	 
      	
              Fidelity
      Contrafund

            
	 
      	 
      	
              Fidelity
      Asset Manager - Growth (Terminated effective as of
      March 1, 2007)

            
	 
      	 
      	
              Fidelity
      Growth & Income Portfolio  (Closed June 3, 2008 and
      terminated effective as of August 4, 2008)

            
	 
      	 
      	
              Fidelity
      Low Priced Stock Fund

            
	 
      	 
      	
              Fidelity
      Freedom Funds (All
      Freedom Fund investment options are available effective as of March 1,
      2007)

            
	 
      	 
      	 
      
	 
      	 
      	
              Vanguard
      Index 500 - Admiral Shares (Vanguard Index 500 -
      Institutional Shares effective as of February 1,
    2007)

            
	 
      	 
      	
              Vanguard
      World International Growth Fund - Admiral Shares

            
	 
      	 
      	
              Brown
      Capital Management, Inc.- Small Company Institutional
  Fund

            
	 
      	 
      	
              Lord
      Abbett Small Cap Value Fund

            


    

     

     

    
      
        
           


        

        
           

          
            

          

        

        
           


        

      

    

    
      
        	 
      	 
      	
                Eaton
      Vance Large-Cap Value Fund Class I (Effective as of June
      3,2008)

              


      

       

    

    
 

    Designation of Investment
Funds

    


    A
Participant’s Deferrals, Excess Contributions/Deferrals, and Rollover
Contributions may be invested entirely at his discretion, in increments of one
percent (1%), among the Investment Funds.  In the complete absence of
any designation, the Participant’s Deferrals, Excess Contributions/Deferrals
and/or Rollover Contributions will be invested in the Fidelity Freedom Fund that
most closely corresponds to the Participant’s targeted retirement
date.

    


    A
Participant’s Company Matching Contributions Account will be invested in the
Southwest Gas Stock Fund as provided for in Section 4.03 of the Plan, and the
rules in (b) below relating to transfers between Investment Funds.

    


    Transfer Between and Among
Investment Funds

    


    
      	
               
      

            	
              (a)

            	
              A
      Participant may transfer amounts representing his Deferrals and Excess
      Contributions/Deferrals, and Rollover Contribution from one Investment
      Fund to another, daily.  Transfer of amounts from the Southwest
      Gas Stock Fund to another Investment Fund will be subject to the
      requirement that fifty percent (50%) of all funds invested in the ESOP
      remain invested in Employer Securities and the rules in (b)
      below.

            


    

    


    Further,
transfer of amounts to or from the Southwest Gas Stock Fund by Participants who
are subjected to Section 16 or the Securities Exchange Act of 1934, as amended,
may only make such transfers six (6) months following the date of the most
recent “opposite way” transfer.

    


    
      	
               
      

            	
              (b)

            	
              Once
      Company Matching Contributions are deposited in a Participant’s Company
      Matching Contribution Account, a Participant may immediately transfer such
      contributions to other Investment Funds. Upon reaching age fifty (50), a
      Participant may elect to invest future Company Matching Contributions
      directly in any other Investment Fund, in accordance with Section 4.03 and
      (a) above.

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      investment of a Participant’s entire Account Balance is subject to the
      rules of Section 7.02 once the Participant becomes entitled to a
      distribution pursuant to Section
7.02.

            


    

    


    
      	
              3.

            	
              Except
      as hereby amended, the provisions of the Plan as in effect prior to this
      amendment shall continue unchanged.

            


    

    


    IN
WITNESS WHEREOF, the Committee has adopted this amendment effective as
stated

    


    
      
        
           


        

        
           2

          
            

          

        

        
           


        

      

    

    


    above.  This
amendment may be executed in any number of counterparts and all of such
counterparts taken together shall be deemed to constitute one and the same
instrument.

    


    Dated at
Las Vegas, Nevada, this 31st day of
March 2008.

    


    


    BENEFITS
COMMITTEE

    


    


    
      	
              /s/
      GEORGE C. BIEHL

            	 
      	
              /s/ THOMAS R.
      SHEETS

            	 
	
              George
      C. Biehl

            	 
      	
              Thomas
      R. Sheets

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	
              /s/ JAMES P.
      KANE

            	 
      	 
      	 
	
              James
      P. Kane

            	 
      	 
      	 


    

    


    


    


    


    


    


    
      
        
           


        

        
          3


          
            

          

        

        
           


        

      

    

    


    TENTH
AMENDMENT TO THE 2001

    AMENDED
AND RESTATED SOUTHWEST GAS CORPORATION

    EMPLOYEES’ INVESTMENT
PLAN

    


    


    The
Southwest Gas Corporation Employees’ Investment Plan (the “Plan”) is hereby
amended pursuant to Plan Section 9.01, as follows:

    


    
      	
              1.

            	
              Effective
      July 1, 2008, subsection (a) of the definition of Compensation of
      the Plan is amended to read as
follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              For
      purposes of determining an Eligible Employee’s benefits under the Plan,
      the actual wages paid to an Eligible Employee during the applicable
      period, including sales incentive payments and elective contributions that
      are not includible in gross income under Code Sections 125, 402 and
      403(b), but excluding flexible benefit dollars, bonuses, or other special
      payments, and the Company’s contributions toward insurance, retirement,
      and other fringe benefits or employee welfare plans or programs other than
      severance pay arrangements.

            


    

    


    
      	
              2.

            	
              Effective
      July 1, 2008, Section 3.01(b) of the Plan is amended to read as
      follows:

            


    

    


    
      	
               
      

            	
              (b)

            	
              Unmatched
      Deferrals.

            


    

    


    Participant
making Matched Deferrals at the maximum percentage rate may elect to further
reduce his Compensation in a fixed whole percentage of not less than one percent
(1%) and not more than fifty-three percent (53%) or the cash compensation
payable to the Participant after all other applicable withholdings. The Company will make
payments to the Plan within the time frame required by applicable laws and
regulations of the amount of the reduction to be credited to the Participant's
Deferral Account.  Amounts deferred under this subsection will be
contributed as Unmatched Deferrals.

    


    
      	
              3.

            	
              Effective
      July 1, 2008, Section 3.02(a) of the Plan is amended to read as
      follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Company will, on behalf of eligible Participants, contribute an amount
      which equals the sum of the amounts to be allocated to the Company
      Matching Contributions Account of each eligible
      Participant.  The amount allocated to the Company Matching
      Contributions Account for each eligible Participant will equal fifty
      percent (50%) of the eligible Participant's Matched Deferrals, excluding
      the deferral of pay for overtime hours, plus forfeitures allocated under
      Section 3.07.  The maximum Company Matching Contribution under
      this Plan equals equals three and one-half percent (31⁄2%) of a
      Participant's Compensation.  For purposes of this Section
      3.02(a), the term "eligible Participant" means any Participant other than
      a Participant who is an officer of the Company or who has been selected to
      participate in the

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Company’s
executive deferral plan.

    


    
      	
              4.

            	
              Effective
      June 24, 2008, Section 8.01 of the Plan is amended to read as
      follows:

            


    

    


    The Plan
shall be administered by a Committee appointed by the chief executive officer of
the Company, subject to the approval of the Board.  The Committee
shall be composed of no more than five and no fewer than three members who shall
hold office at the pleasure of the Board.  Such members may, but need
not, be Employees.  Any person appointed a member of the Committee
shall, at the request of the Company’s chief executive officer, signify
acceptance by filing a written acceptance with the Secretary of the
Committee.  Any member of the Committee may resign by delivering a
written resignation to the chief executive officer of the Company and the
Secretary of the Committee.  Such resignation shall be effective no
earlier than the date of the written notice.  If a member of
the  Committee is an Employee of the Company, he shall be deemed to
have resigned upon his termination of employment with the
Company.  The Board or the chief executive officer of the Company, may
remove one or more members of the Committee at any time.

    


    
      	
              5.

            	
              Except
      as hereby amended, the provisions of the Plan as in effect prior to this
      amendment shall continue unchanged.

            


    

    


    IN
WITNESS WHEREOF, the Committee has adopted this amendment effective as stated
above.  This amendment may be executed in any number of counterparts
and all of such counterparts taken together shall be deemed to constitute one
and the same instrument.

    


    Dated at
Las Vegas, Nevada, this 24th day of
June 2008.

    


    


    BENEFITS
COMMITTEE

    


    


    
      


      
        	
                /s/
      GEORGE C. BIEHL

              	 
      	
                /s/ THOMAS R.
      SHEETS

              	 
	
                George
      C. Biehl

              	 
      	
                Thomas
      R. Sheets

              	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	
                /s/ JAMES P.
      KANE

              	 
      	 
      	 
	
                James
      P. Kane

              	 
      	 
      	 


      

      


    

    


    


    
      
        
           


        

        
          2


          
            

          

        

        
           


        

      

    

    


    ELEVENTH
AMENDMENT TO THE 2001

    AMENDED
AND RESTATED SOUTHWEST GAS CORPORATION

    EMPLOYEES’ INVESTMENT
PLAN

    


    The
Southwest Gas Corporation Employees Investment Plan (the “Plan”) is, pursuant to
Plan Section 9.01, hereby amended by this Eleventh Amendment (the “Amendment”)
to the Plan.  This Amendment amends the Plan to comply with the final
Internal Revenue Code Section 415 regulations, and selected provisions of the
Pension Protection Act of 2006.

    
      	
              1.

            	
              The Plan’s definition
      of “Compensation” as modified by the First and Tenth Amendments to the
      Plan, is further amended effective January 1, 2008, to read as
      follows:

            


    

    


    Compensation
means:

    


    
      	
               
      

            	
              (a)

            	
              For
      purposes of determining an Eligible Employee’s benefits under the Plan,
      the actual wages paid to an Eligible Employee during the applicable
      period, including sales incentive payments and elective contributions that
      are not includible in gross income under Code Sections 125, 402 and
      403(b), but excluding flexible benefit dollars, bonuses, or other special
      payments, and the Company’s contributions toward insurance, retirement,
      and other fringe benefits or employee welfare plans or programs other than
      severance pay arrangements.

            


    

    


    
      	
               
      

            	
              (b)

            	
              For
      purposes of Section 3.04, Section 3.05, Section 3.06, and Article 11 only,
      an Eligible Employee’s earned income, wages, salaries, fees for
      professional services, and other amounts received for personal services
      actually rendered in the course of employment with the Company (including,
      but not limited to, overtime, other special payments, bonuses, incentive
      compensation, commissions on insurance premiums, or tips), whether
      actually paid in cash or in kind during the Plan Year by the Company,
      excluding:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Company
      contributions to a plan of deferred
  compensation;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Any
      group insurance or other health and welfare plan maintained by the
      Company;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Distributions
      from a plan of deferred
compensation;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              Any
      amounts realized from the exercise of a nonqualified stock
      option;

            


    

    


    
      	
               
      

            	
              (v)

            	
              The
      sale, exchange, or other disposition of stock acquired under a qualified
      stock option;

            


    

    


    (vi)           Other
amounts that receive special tax benefits; or

    


    
      
        
           


        

        
           

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (vii)

            	
              Any
      contributions made toward the purchase of an annuity described in Code
      Section 403(b) whether or not such amounts are actually excludible from
      the gross income of the Eligible
Employee.

            


    

    


    In no
event shall a Participant’s Compensation include amounts paid to the Participant
after the Participant’s severance from employment, unless such amounts are paid
to the Participant before the later of (i) the end of the Limitation Year in
which the Participant’s severance from employment occurs or (ii) within two and
one-half (22)
months of the date the Participant’s severance from employment occurs and such
amounts (i) would otherwise have been paid to the Participant in the course of
the Participant’s employment and are regular compensation for services during
the Participant’s regular working hours, compensation for services outside the
Participant’s regular working hours (such as overtime or shift differential
pay), commissions, bonuses, or other similar compensation, (ii) are payments for
accrued bona fide sick, vacation or other leave, but only if the Participant
would have been able to use such leave if the Participant’s employment had
continued, or (iii) are payments received by the Participant pursuant to a
non-qualified, unfunded deferred compensation plan, to the extent such payments
are includible in income and the Participant would have received such payments
at the same time if the Participant had continued in employment. For purposes of
this paragraph, a Participant will not be considered to have severed employment
if the Participant’s new employer continues to maintain the Plan with respect to
such Participant.

    


    Compensation
will mean only Compensation actually paid or includible in gross income in the
Plan Year.  In no case will amounts deferred pursuant to Code Section
125 be included as Compensation under this subsection (b).

    


    Notwithstanding
any language in this subsection (b) to the contrary, effective for Plan Years
beginning after December 31, 1996, “Compensation” for the purpose described in
this subsection shall include an Eligible Employee's elective deferrals under
Code Section 402(g)(3), and amounts that pursuant to Code Sections 125 or 457
are contributed or deferred (at the Eligible Employee's election) and are not
includible in the Eligible Employee's gross income in the tax year contributed
or deferred.  Notwithstanding any language in this subsection (b) to
the contrary, effective for Plan Years beginning after December 31, 1996,
“Compensation” for the purpose described in this subsection shall include an
Eligible Employee's elective deferrals under Code Section 402(g)(3), and amounts
that pursuant to Code Sections 125 or 457 are contributed or deferred (at the
Eligible Employee's election) and are not includible in the Eligible Employee's
gross income in the tax year contributed or deferred.  Notwithstanding
any provision of this Plan

    


    
      
        
           


        

        
           2

          
            

          

        

        
           


        

      

    

    


    to the
contrary, the following sentence that includes the model language of Internal
Revenue Service Notice 2001-37 shall apply on and after January 1,
2001.  For Plan Years beginning on and after January 1, 2001, for
purposes of applying the limitations described in Section 3.06, the top-heavy
plan rules of Article 11, the Section 3.05(a) of “Compensation Percentage” and
the Section 3.04(a) definition of “Actual Deferral Percentage” Compensation paid
or made available during such Plan Years shall include elective amounts that are
not includible in the gross income of the employee by reason of Code Section
132(f)(4).

    


    
      	
               
      

            	
              (c)

            	
              The
      annual Compensation taken into account under the Plan for any Plan Year
      beginning on or after January 1, 1989, shall not exceed the maximum dollar
      amount ($200,000 for the year beginning in 1989 and any other amount that
      applies for a later year, including the limit of $150,000 that applies for
      the year beginning in 1994 and $200,000 for the year beginning January 1,
      2002) that is permitted as of the beginning of the year under Code Section
      401(a)(17) (determined after giving effect to any statutory changes
      affecting Code Section 401(a)(17) and any indexing or other adjustments
      pursuant to Code Section 401(a)(17) that are applicable for the year of
      the determination).  In the case of a short Plan Year or other
      period of less than 12 months requiring a reduction of the Code Section
      401(a)(17) annual limit, the otherwise applicable limit shall be prorated
      by multiplying it by a fraction, the numerator of which is the number of
      months in the short period and the denominator of which is
      12.  Moreover, effective January 1, 1987, to December 31,
      1996, in determining an Employee's Compensation for purposes of the Code
      Section 401(a)(17) limit, the rules of Code Section 414(q)(6) (requiring
      the aggregation of Compensation paid to family members of certain Five
      Percent Owners and the ten most highly compensated Employees) shall apply,
      except that in applying such rules, the term "family" shall include only
      the Spouse of the Employee and any lineal descendants of the Employee who
      have not attained age 19 before the close of the year.  If, as a
      result of the application of such rules, the adjusted annual Code Section
      401(a)(17) Compensation limit is exceeded, then such limit shall be
      prorated among the affected individuals in proportion to each such
      individual's Compensation as determined prior to the application of the
      Code Section 401(a)(17) limit.

            


    

    


    Effective
for Plan Years beginning after December 31, 1996, the aforesaid family
aggregation rules shall no longer apply.

    


    
      	
              2.

            	
              Plan
      Section 2.02 is amended effective January 2, 2009, to read as
      follows:

            


    

    


    Participation in the
Plan

    


    
      	
               
      

            	
              (a)

            	
              An
      Eligible Employee shall become a Participant following initial hire on
      the

            


    

    


    
      
        
           


        

        
          3


          
            

          

        

        
           


        

      

    

    


    Entry
Date coincident with or first following successful completion of enrollment in
the Plan, in the manner designated by the Committee from time to
time.

    


    
      	
               
      

            	
              (b)

            	
              An
      Eligible Employee who was hired after January 2, 2009, and has not
      enrolled in the Plan as provided for in subparagraph (a) above, will
      automatically become a Participant on or before the Entry Date coincident
      with or first following thirty (30) days from the date the Plan’s
      record-keeper receives the Eligible Employee’s employment information from
      the Company, unless the Eligible Employee elects before such date, in the
      manner designated by the Committee from time to time, not to participate
      in the Plan.

            


    

    


    
      	
               
      

            	
              (c)

            	
              An
      Eligible Employee who was hired before January 2, 2009, and has never
      enrolled in the Plan, will automatically become Participant on February 1,
      2009, unless the Eligible Employee elects before such date, in a manner
      designated by the Committee from time to time, not to participate in the
      Plan.

            


    

    


    
      	
               
      

            	
              (d)

            	
              By
      becoming a Participant, the Eligible Employee authorizes the Company to
      withhold such reductions from his Compensation and pay said amounts to the
      Trustee.   Becoming a Participant also allows the Plan to
      designate (i) how said Deferrals will be allocated between the Investment
      Funds and (ii) who will be the Beneficiaries, unless otherwise directed by
      the Participant in the manner designated by the Committee, from time to
      time.

            


    

    
      	
              3.

            	
              Plan
      Section 3.01(a), as modified by the Eighth Amendment to the Plan, is
      further amended effective January 1, 2008, with respect to the last
      sentence of the section and January 2, 2009, with respect to automatic
      enrollment, to read as follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Matched
      Deferrals

            


    

    


    Upon
enrollment or reenrollment in the Plan under Section 2.02(a), each Participant
must elect to reduce his Compensation in a fixed whole percentage of not less
than two percent (2%) and not more than seven  percent
(7%).  Upon automatic enrollment in the Plan under Section 2.02(b) or
(c), the Participant shall be deemed to have elected and authorized the Company
to initially reduce his Compensation by three percent (3%).  In each
subsequent Plan Year, the reduction will be automatically increased by one
percentage point until the reduction reaches a maximum of seven percent (7%)
Compensation, unless and until the Participant makes an affirmative election
either to not have such reduction made or to select a different allowable level.
The Company will make payments to the Plan within the time frame required by
applicable laws and regulations of the amount of the reduction, to be credited
to the Participant's Deferral Account.  Amounts deferred under this
subsection will be contributed as Matched Deferrals. Notwithstanding any other
language to this Plan to the contrary, Participant

    


    
      
        
           


        

        
           4

          
            

          

        

        
           


        

      

    

    


    deferrals
shall not be allowed on Compensation that is not compensation

    within
the meaning of Code Section 415(c)(3) and the regulations
thereunder.

    


    
      	
              4.

            	
              Plan
      Section 3.01(b), as modified by the Seventh and Tenth Amendment to the
      Plan, is further amended effective January 1, 2008, to read as
      follows:

            


    

    


    
      	
               
      

            	
              (b)

            	
              Unmatched
      Deferrals

            


    

    


    Participant
making Matched Deferrals at the maximum percentage rate may elect to further
reduce his Compensation in a fixed whole percentage of not less than one percent
(1%) and not more than fifty-three percent (53%) or the cash compensation
payable to the Participant after all other applicable withholdings. The Company will make
payments to the Plan within the time frame required by applicable laws and
regulations of the amount of the reduction to be credited to the Participant's
Deferral Account.  Amounts deferred under this subsection will be
contributed as Unmatched Deferrals.  Notwithstanding any other
language to this Plan to the contrary, Participant deferrals shall not be
allowed on Compensation that is not compensation within the meaning of Code
Section 415(c)(3) and the regulations thereunder.

    


    
      	
              5.

            	
              Plan
      Section 3.03(d)(ii) is amended effective January 1, 2007, to read as
      follows:

            


    

    


    
      	
               
      

            	
              (d)

            	
              Treatment of Excess
      Deferrals

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The
      Trust Fund investment earnings or losses attributable to a Participant’s
      Excess Deferrals shall be the sum of the allocable gain or loss to the
      Participant’s Deferral Account for the preceding Plan Year and to the
      extent the Excess Deferrals are or will be credited with gain or loss for
      the period after the close of the Plan Year and prior to the distribution
      (hereinafter the “Gap Period”) if the total account were to be
      distributed, the allocable gain or loss during the Gap
      Period.  Income or loss allocable to the Participant's Deferral
      Account for the preceding Plan Year shall be determined by multiplying
      such income or loss by a fraction the numerator of which is the
      Participant's Excess Deferrals for the preceding Plan Year and the
      denominator of which is the balance in the Participant's Deferral Account
      on the first day of the preceding Plan Year increased by the Participant’s
      Deferrals for the preceding Plan Year. Income on Excess Deferrals for the
      Gap Period shall equal the product obtained by multiplying ten percent
      (10%) of the income allocable to Excess Deferrals, as calculated pursuant
      to the preceding sentence, by the number of calendar months that have
      elapsed since the end of the Plan Year B
      a corrective distribution that is made before the fifteenth day of a month
      is treated as made on the last day of the
  preceding

            


    

    


    
      
        
           


        

        
           5

          
            

          

        

        
           


        

      

    

    


    month and
a distribution made after the fifteenth day of a month is treated as made on the
first day of the next month.

    


    
      	
              6.

            	
              Plan
      Section 3.04(c)(ii), as modified by the First Amendment to the Plan, is
      further amended effective January 1, 2006, to read as
    follows:

            


    

    


    
      	
               
      

            	
              c)

            	
              Treatment of Excess
      Contributions

            


    

    


    
      	
               
      

            	
              (ii)

            	
              In
      the event that the Deferrals allocated to Higher Compensated Employees for
      any Plan Year result in Excess Contributions, the Committee shall direct
      the Trustee to distribute the Excess Contributions, adjusted for any
      applicable Trust Fund investment income or loss thereon, to the affected
      Higher Compensated Employees by March 15 following the Plan Year in which
      the Excess Contributions occurred but in no event later than the close of
      the Plan Year following the Plan Year in which the Excess Contributions
      occurred.  To determine the amount of Excess Contributions with
      respect to Participants who are Higher Compensated Employees, the
      Committee or its designee, will perform the following computation (which
      shall be used solely to determine the aggregate amount to be distributed,
      and not the amount to be distributed to any individual): first, the Annual
      Deferral Ratio of the Higher Compensated Employee with the highest Annual
      Deferral Ratio shall be reduced to the extent necessary to (A) enable the
      Plan to satisfy the Code Section 401(k)(3) limits or (B) cause such
      Employee's Annual Deferral Ratio to equal the Annual Deferral Ratio of the
      Higher Compensated Employee with the next highest Annual Deferral Ratio.
      Next, the Committee, or its designee, will repeat this process until the
      Plan satisfies the Code Section 401(k)(3) limits. Once the aggregate
      amount of reductions is determined under the preceding sentence, such
      amount shall be distributed in the manner described in the remainder of
      this Section 3.04(c)(ii). Notwithstanding the foregoing, the calculation
      and/or distribution of Excess Contributions shall be made in a manner that
      satisfies Treasury Regulation Section 1.401(k)-2, the terms of which are
      hereby incorporated by reference.

            


    

    


    The
Committee shall direct the Trustee to make the distribution on a uniform
basis.  It shall first be made with respect to Higher Compensated
Employees with the highest Actual Deferral Ratio for the Plan Year and then with
respect to Higher Compensated Employees with the next highest Actual Deferral
Ratio for the Plan Year and so on, in descending order from the highest rate
until the test in Section 3.04(b) is satisfied.

    


    


    
      
        
           


        

        
           6

          
            

          

        

        
           


        

      

    

    


    For the
purposes of this subsection, the phrase “Actual Deferral Ratio” shall, for Plan
Years beginning after December 31, 1996, refer to the dollar amount of such
Deferrals and for Plan Years beginning before January 1, 1997, shall mean the
Actual Deferral Ratio of a Higher Compensated Employee.

    


    The
portion of the Excess Contributions applicable to each Higher Compensated
Employee shall be distributed to the Higher Compensated Employee in a single
payment.  The portion of each Higher Compensated Employee's Excess
Contributions that is to be distributed in accordance with this Section 3.04
shall be reduced by any Excess Deferrals previously distributed to the Higher
Compensated Employee with respect to the same Plan Year under Section
3.03.

    


    
      	
              7.

            	
              Section
      3.05(e)(i) is amended effective January 1, 2006, to read as
      follows:

            


    

    


    
      	
               
      

            	
              (e)

            	
              Treatment of Excess
      Aggregate Contributions

            


    

    


    
      	
               
      

            	
              (i)

            	
              In
      the event that the Company’s Section 3.02 matching contributions (and
      Deferrals, if the Company makes a section 3.05(d) election) allocated to
      Higher Compensated Employees for any Plan Year result in Excess Aggregate
      Contributions, the Committee shall direct the Trustee to distribute the
      Excess Aggregate Contributions, adjusted for any applicable Trust Fund
      investment income or loss thereon, to the Higher Compensated Employees
      with the highest Contribution Percentage, if they are Vested in the
      amounts, by March 15 following the Plan Year in which the Excess Aggregate
      Contributions occurred but in no event later than the close of the Plan
      Year following the Plan Year in which the Excess Aggregate Contributions
      occurred.  If the affected Higher Compensated Employees are not
      Vested in such amounts, the Committee shall direct the Trustee to treat
      the nonvested portion of the Excess Aggregate Contributions as a
      forfeiture (allocable to the Plan Year in which the Excess Aggregate
      Contributions occurred) and allocate them according to the rules in
      Section 6; provided, however, that no amount of the forfeited Excess
      Aggregate Contributions shall be allocated to a Higher Compensated
      Employee whose share of Company Section 3.02 matching contributions (and
      Deferrals, if the Company makes a Section 3.05(d) election) is adjusted
      under this Section 3.05.

            


    

    


    To
determine the amount of Excess Aggregate Contributions, the Committee, or its
designee, will perform the following computation (which shall be used solely to
determine the aggregate amount to be forfeited or distributed and not the amount
to be forfeited by or

    


    
      
        
           


        

        
           7

          
            

          

        

        
           


        

      

    

    


    distributed
to any individual): first, the Contribution Percentage of the Higher Compensated
Employee with the highest CPR shall be reduced to the extent necessary to (A)
enable the Plan to satisfy the Code Section 401(m) limits or (B) cause such
Employee's Compensation Percentage to equal the Compensating Percentage of the
Higher Compensated Employee with the next highest Compensation Percentage, and
then this process will be repeated until the Plan satisfies the Code Section
401(m) limits. In no event will Excess Aggregate Contributions remain
unallocated or be allocated to a suspense account for allocation in a future
Plan Year. The aggregate amount of reductions determined under the preceding
sentence shall be distributed, first, to the Higher Compensated Employees with
the highest dollar amounts of Company Section 3.02 matching contributions (and
any Deferrals taken into account in computing Participant’s Compensation
Percentage), pro rata, in an amount equal to the lesser of (A) the total amount
of Excess Aggregate Contributions for the Plan Year determined under the
preceding sentence or (B) the amount necessary to cause the amount of such
Company Section 3.02 matching contributions (and any Deferrals taken into
account in computing the Participant’s Compensation Percentage) to equal the
amount of the Company’s Section 3.02 matching contributions (and any Deferrals
taken into account in computing the Compensation Percentage) of the Higher
Compensated Employees with the next highest dollar amount of matching
contributions (and any Deferrals taken into account in computing such employees’
Compensation Percentages); this process is repeated until the aggregate amount
distributed equals the amount of Excess Aggregate Contributions determined under
the preceding sentence.

    


    The
portion of the Vested Excess Aggregate Contributions applicable to each Higher
Compensated Employee shall be distributed to the Higher Compensated Employee in
a single payment.  If the Company has elected under Section 3.05(d) to
count Deferrals in the determination of Excess Aggregate Contributions, the
portion of the Excess Aggregate Contributions applicable to each Higher
Compensated Employee that is to be distributed or forfeited in accordance with
this Section 3.05 shall be reduced by any Excess Deferrals and Excess
Contributions previously distributed to the Higher Compensated Employee with
respect to the same Plan Year under Sections 3.03 and 3.04.

    


    
      	
              8.

            	
              Plan
      Section 3.06(c) is deleted from the Plan and Section 3.06(d) is renumbered
      and amended effective January 1, 2008, to read as
  follows:

            


    

    


    
      
        
           


        

        
           8

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (c)

            	
              Treatment of Excess
      Annual Additions

            


    

    


    In the
event that it is determined that the Annual Additions to a Participant's
Accounts, for any Plan Year, or any other defined contribution plan of Employer,
would be in excess of the limitations contained herein, then the limit shall be
satisfied using any appropriate correction method provided under the Employee
Plans Compliance Resolution System, or any successor program.

    


    
      	
              9.

            	
              Plan
      Section 4.02 is amended effective January 2, 2009, to read as
      follows:

            


    

    


    Investment
Funds

    


    
      	
               
      

            	
              (a)

            	
              Upon
      enrollment or reenrollment, each Participant will have his Accounts
      invested in the Trust Fund.  The Trust Fund will consist of
      those Investment Funds described in Schedule A attached to this Plan and
      incorporated as part of the Plan.  Each Participant will have
      the right upon enrollment, reenrollment, and during participation, to
      elect the Investment Fund(s) under which future contributions to his
      Deferral Account, Rollover Account and Frozen After Tax Account will be
      invested, by making such election in the manner designated by the
      Committee from time to time.  The election will include the
      percentage, subject to the restrictions in Schedule A, of future
      contributions to be invested in each Investment Fund, with the total of
      the percentages equal to one hundred percent (100%).  Such
      election for future contributions will be effective as soon as
      administratively practicable on or after the Business Day such election is
      received by the Committee and/or its
designee.

            


    

    


    
      	
               
      

            	
              (b)

            	
              A
      Participant automatically enrolled in the Plan under Sections 2.02(b) or
      (c) shall be deemed to have elected to invest his Deferral Account in an
      age- appropriate Fidelity Freedom Fund, or other equivalent Investment
      Fund as designated by the Committee in Schedule A, commensurate with the
      age of the Participant at the time of automatic enrollment, unless and
      until the Participant makes an affirmative election to cease participation
      or change the Investment Fund into which future contributions are to be
      invested.

            


    

    


    
      	
               
      

            	
              (c)

            	
              In
      addition, each Participant will also have the right to have all or any
      part of his Deferral Account, Rollover Account or Frozen After Tax Account
      transferred among and between the Investment Fund(s), subject to the
      restrictions set forth in Schedule A.  Transfers in a
      Participant’s Accounts will take place as soon as administratively
      practicable on or after the
Business

            


    

    Day such
election is received by the Committee and/or its designee.  The
Committee may create alternative rules allowing for such transfers.

    


    


    
      
        
           


        

        
          9


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (d)

            	
              Except
      for Participant Deferrals invested in Employer Securities and as provided
      in Section 4.03 below, the Committee will exercise voting, tender, and
      other rights with respect to the Investment
  Funds.

            


    

    


    
      	
              10.

            	
              Plan
      Section 5 is amended effective January 2, 2009, with the addition of a new
      Section 5.06 titled “Withdrawal of Automatic Enrollment Contributions,”
      which will read as follows:

            


    

    


    Withdrawal of Automatic
Enrollment Contributions

    


    A
Participant who is automatically enrolled in the Plan under Sections 2.02(b) or
(c) will be permitted to withdraw all contributions to his Deferral Account,
provided such request is made in the manner designated by the Committee from
time to time, no later than ninety (90) days following the first contribution to
his Deferral Account.  Upon such permitted withdrawal, the
Participant’s Company Matching Contributions Account, including allocated
forfeitures, shall be forfeited, unless otherwise Vested.

    


    
      	
              11.

            	
              Plan
      Section 7.03 is amended effective November 1, 2008, to read as
      follows:

            


    

    


    Eligible Rollover
Distributions

    


    Notwithstanding
any provision of the Plan to the contrary that would otherwise limit a
distributee’s election under this Article 7, effective for distributions made on
or after January 1, 1993, a distributee may elect, at the time and in the manner
prescribed by the Committee, to have any portion of an eligible rollover
distribution paid directly to an eligible retirement plan specified by the
distributee in a direct rollover.  For purposes of this Section, the
following definitions shall apply.

    


     An
“eligible rollover distribution”, effective January 1, 2000, shall mean a
distribution described in Code Section 402(c)(4).  After December 31,
2001, the term “eligible rollover distribution” shall include after-tax employee
contributions which are not includible in gross income (provided, that such
contributions may be transferred only to an individual retirement account or
annuity described in Code Sections 408(a) or (b), or a qualified defined
contribution plan described in Code Sections 401(a) or 403(a) that agrees to
separately account for amounts so transferred, including separately accounting
for the portion of such distribution which is includible in gross income and the
portion of such distribution which is not so includible); and exclude any amount
that is distributed on account of hardship, as provided for in Section 5.04 of
the Plan, shall not be an eligible rollover distribution and the distributee may
not elect to have any portion of such a distribution paid directly to an
eligible retirement plan.

    


    An
“eligible retirement plan” is an individual retirement account described in
Section 408(a), an individual retirement annuity described in Code Section
408(b), an annuity plan described in Code Section 403(a), a qualified Trust, an
annuity contract described in Code Section 403(b) and an eligible plan under
Code Section 457(b),

    


    
      
        
           


        

        
           10

          
            

          

        

        
           


        

      

    

    


    which is
maintained by an eligible employer described in Code Section 457(e)(1)(A).
However, in the case of an eligible rollover distribution to the non-spousal
Beneficiary, an “eligible retirement plan” is an individual retirement plan that
is treated as an inherited individual retirement account or individual
retirement annuity.

    


    A
“distributee” includes a Participant or former Participant, the Participant’s or
former Participant’s surviving Spouse or former Spouse who is the Alternate
Payee under a Qualified Domestic Relations Order and the Participant’s or former
Participant’s non-spousal Beneficiaries.

    


    A “direct
rollover” is a payment by the Plan to the eligible retirement plan specified by
the distributee.

    


    In
prescribing the manner of making elections with respect to eligible rollover
distributions, as described above, the Committee may provide for the uniform,
nondiscriminatory application of any restrictions permitted under applicable
Sections of the Code and related rules and regulations, including a requirement
that a distributee may not elect a partial direct rollover in an amount less
that $500 and a requirement that a distributee may not elect to make a direct
rollover from a single eligible rollover distribution to more than one eligible
retirement plan.  Moreover, if a distribution is one to which Sections
401(a)(11) and 417 of the Code do not apply, such distribution may commence less
than 30 days after the notice required under Section 1.411(a)-11(c) of the
Income Tax Regulations is given, provided that:

    


    
      	
               
      

            	
              (a)

            	
              The
      Trustee clearly informs the Participant that the Participant has a right
      to a period of at least thirty (30) days after receiving the notice to
      consider the decision of whether or not to elect a distribution (and, if
      applicable, a particular distribution option),
  and

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Participant, after receiving the notice, affirmatively elects a
      distribution.

            


    

    


    
      	
              12.

            	
              Except
      as hereby amended, all terms used in this Amendment shall have the same
      meaning as in the Plan and all provisions of the Plan as in effect prior
      to this amendment shall continue
unchanged.

            


    

    


    / /
/

    


    / /
/

    


    / /
/

    


    
      
        
           


        

        
           11

          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, the Committee has adopted this amendment effective as stated
above.  This amendment may be executed in any number of counterparts
and all of such counterparts taken together shall be deemed to constitute one
and the same instrument.

    


    Dated at
Las Vegas, Nevada, this 8th day of
October 2008.

    


    


    BENEFITS
COMMITTEE

    


    


    


    
      	
              /s/
      GEORGE C. BIEHL

            	 
      	
              /s/ KAREN S.
      HALLER

            	 
	
              George
      C. Biehl

            	 
      	
              Karen
      S. Haller

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	
              /s/ JAMES P.
      KANE

            	 
      	 
      	 
	
              James
      P. Kane

            	 
      	 
      	 


    

    


    


    
      
        
           


        

        
           12