EMPLOYMENT AGREEMENT

 
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
CHANGE IN CONTROL AGREEMENT

 
FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT 
Second Amendment to both Employment and Change in Control
11/9/2001 10-Q Ex. 10
Third Amendment to Employment and Change in Control
9/22/2004 8-K 
Fourth Amendment to Employment and Change in Control Agreements
8/4/2006 8-K
 
 
 
 
 
 
 
                                                   EXHIBIT 10.1
                    FORM OF EMPLOYMENT AGREEMENT
 
     THIS EMPLOYMENT AGREEMENT (this "AGREEMENT") entered into as
of the 1st day of July, 1998 between SOUTHWEST GAS CORPORATION, a
California corporation (the "COMPANY"), and ____________________
(the "EMPLOYEE").
 
1.   DEFINITIONS
 
     For the purposes of this Agreement:
 
     (a)  The term "COMPANY" shall include any corporate
          successor to the business presently conducted by the
          Company.
 
     (b)  The term "SUBSIDIARY" shall mean any corporation,
          partnership, joint venture or other entity in which the
          Company has a 50% or greater equity interest.
 
     (c)  "PERMANENT DISABILITY" shall mean that because of
          physical or mental illness or disability, the Employee
          shall have been continuously unable to perform the
          essential functions of his job (as those functions are
          described herein) with or without reasonable
          accommodation for a consecutive period of at least six
          months.
 
     (d)  The Employee shall be deemed to engage in a "COMPETING
          BUSINESS" if, in any capacity, including but not
          limited to proprietor, joint venturer, partner,
          officer, director or employee, he engages or
          participates, directly or indirectly, in the operation,
          ownership or management of any proprietorship, joint
          venture, partnership, corporation, limited liability
          company, or other business entity which is in the
          natural gas distribution business.  Indirect
          participation in the operation or ownership of any such
          entity shall include any investment by the Employee in
          any such entity, by way of loan, guarantee or stock or
          equity ownership (other than ownership of 1% or less of
          any class of the entity or other securities of a
          company which is listed and regularly traded on any
          national securities exchange or which is regularly
          traded over-the-counter).
 
2.   EMPLOYMENT: TERM OF AGREEMENT
 
     (a)  The Employee shall perform the duties of [Officer's
          Title] of the Company and, as such, shall supervise and
          direct the [affairs/operations] of the Company and, to
          the extent practicable, any corporation, partnership,
          joint venture or other entity in which the Company has
          a 20% or greater equity interest.  The Employee shall
          also perform such duties related to the business and
          affairs of the Company as may be delegated to him from
          time to time by the Board of Directors of the Company
          (the "BOARD") [or the President and CEO of the
          Company].
 
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     (b)  The Company agrees to employ the Employee and the
          Employee agrees to serve the Company, in accordance
          with the terms of this Agreement, for an initial term
          of [24 or 36] months, commencing July 1, 1998.  If a
          Change in Control (as hereinafter defined) occurs, the
          term of this Agreement shall be extended for a period
          of 24 months from the date of the Change in Control.
          Unless within 60 days prior to any anniversary date of
          this Agreement (or, if a Change in Control has
          occurred, the second anniversary of such Change in
          Control and any succeeding anniversary thereof), the
          Company (or the Employee) gives written notice to the
          Employee (or the Company) of the termination of this
          Agreement as of the then applicable expiration date,
          then the term of this Agreement shall automatically be
          extended for an additional 12 months.
 
3.   COMPENSATION
 
     The Employee shall receive the following compensation for
services during the term of his employment hereunder:
 
     (a)  The Employee's minimum base salary shall be $________
          per annum, payable in installments in accordance with
          the Company's regular payroll procedures, subject to
          adjustment (but not below the minimum base salary
          provided above) in accordance with the regular
          procedures established by the Company for salary
          adjustments;
 
     (b)  The Employee shall participate in:  (i) any incentive
          compensation plan, pension or profit sharing plans,
          stock purchase plan or executive retirement plan
          maintained by the Company for its employees in
          accordance with the terms and conditions thereof; and
          (ii) any annuity or group insurance benefit plan,
          medical plan and other welfare/employee benefit plans
          maintained by the Company for its executive employees,
          in accordance with the terms and conditions thereof;
 
     (c)  The Company will provide the Employee with an active
          membership, which shall include initiation fee and
          dues, in a suitable country club of the Employee's
          choice, said membership shall remain the Employee's
          following the term of this Agreement but the Company
          shall have no continuing obligation (unless otherwise
          expressly provided herein) to pay dues or other fees or
          expenses with respect thereto after the Employee's
          termination; and
 
     (d)  The Company will provide a suitable automobile valued
          at retail at approximately $_______, with the Company
          assuming the expenses for insurance, repairs and
          maintenance of the automobile.
 
     The Company reserves the right to modify, suspend, or
discontinue any or all of its benefit programs referred to in
Section 3(b) at any time without recourse by the Employee
(subject to Section 9(b)(ii)(C)) so long as such action is taken
generally with respect to other similarly situated employees and
does not single out the Employee.
 
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4.   DUTIES
 
     The Employee agrees that at all times during the term
hereof, he will:
 
     (a)  Faithfully, industriously and to the best of his
          ability, experience and talents, perform all of the
          duties that may be required of and from him, and he
          will fulfill all of his responsibilities hereunder
          pursuant to the express and explicit terms hereof, to
          the reasonable satisfaction of the Board;
 
     (b)  Devote all of his undivided time, attention, knowledge
          and skills, during customary business hours, to the
          business and interests of the Company, subject to such
          holidays, personal holidays, reasonable vacations and
          sick leave as are provided under the general policies
          of the Company as they may exist from time to time;
 
     (c)  Comply with all the general rules and regulations of
          the Company;
 
     (d)  Not engage in a Competing Business;
 
     (e)  Maintain his residence at a location within the city or
          in or near a suburban community of the city in which
          the executive offices of the Company are located, [or
          the executive offices of a Company division if the
          Employee is so assigned]; and
 
     (f)  Shall keep complete and accurate records of all
          business or reimbursable expenditures such that the
          Employee may fully account to the Board, if requested,
          or as then may be required by the Internal Revenue
          Service.
 
5.   CONFIDENTIALITY
 
     The Employee acknowledges that during his employment by, and
as a result of his relationship with, the Company he will obtain
knowledge of and gain access to information regarding the
Company's business, operations, products, proposed products,
production methods, processes, customer lists, advertising,
marketing and promotional plans and materials, price lists,
pricing policies, financial information and other trade secrets,
confidential information and material proprietary to the Company
or designated as being confidential by the Company which is not
generally known to non-Company personnel, including information
and material originated, discovered or developed in whole or in
part by the Employee (collectively referred to herein as
"CONFIDENTIAL INFORMATION"). The Employee agrees that during the
term of this Agreement and, to the fullest extent permitted by
law thereafter, he will, in a fiduciary capacity for the benefit
of the Company, hold all Confidential Information strictly in
confidence and will not directly or indirectly reveal, report,
disclose, publish or transfer any of such Confidential
Information to any person, firm or other entity, or utilize any
of the Confidential Information for any purpose, except in
furtherance of his employment by the Company.
 
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     The Employee agrees that upon the expiration of this
Agreement or any earlier termination of his employment, he will
immediately surrender and return to the Company all lists, books,
records and other Confidential Information of the Company, or
obtained in connection with the Company's business, it being
expressly acknowledged by the Employee that all such items are
the exclusive property of the Company, and all other property
belonging to the Company then in the possession of the Employee,
and the Employee shall not make or retain any copies thereof.
 
6.   TERMINATION DUE TO DEATH OR DISABILITY
 
     The Employee's employment with the Company shall terminate:
(i) upon the Employee's death, or (ii) in the event of the
Permanent Disability of the Employee upon written notice given by
the Company to the Employee to that effect.  In either case, the
Employee's salary shall immediately cease and the Employee (and
his beneficiaries or personal representatives) shall be entitled
to no other payment or benefits pursuant to this Agreement,
except for any vested rights the Employee (or his beneficiaries
or personal representatives) may have in items under Section
3(b).
 
7.   OTHER TERMINATION
 
     The Company may at any time terminate its employment of the
Employee for Cause (as hereinafter defined) upon written notice
to the Employee.  In the event of such termination by the Company
for Cause, the Employee's salary shall immediately cease and the
Employee shall be entitled to no other payments or benefits
pursuant to this Agreement, except for any vested rights the
Employee may have in items under Section 3(b).
 
     For purposes of this Agreement, "CAUSE" shall mean (i) any
material breach of any material provision of this Agreement by
the Employee which is not cured within 60 days after written
notice of such breach by the Company to the Employee,
(ii) conviction of the Employee of a felony or crime involving
moral turpitude (meaning a crime that necessarily includes the
commission of an act of gross depravity, dishonesty or bad
morals), or (iii) any acts or wilful malfeasance or gross
negligence in a matter of material importance to the Company.
 
     The Company may at any time terminate its employment of the
Employee for any other reason, provided any such purported
termination must be on 60 days advance written notice to the
Employee (the date such notice is purported to be given is
referred to herein as the "COMPANY'S NOTICE DATE").  In such
event, the Employee's employment shall continue during the notice
period and shall terminate on the 60th day following the
Company's Notice Date (the "COMPANY'S TERMINATION DATE");
provided that during the 60-day notice period the Company may
place the Employee on a paid administrative leave.
 
     The Employee may terminate his employment by giving written
notice to the Company of his intent to terminate (the date such
notice is purported to be given is referred to herein as the
"EMPLOYEE'S NOTICE DATE").  In such event, the Employee's
employment shall continue during the notice period and shall
terminate on the 60th day following the Employee's Notice Date or
such earlier date that the Company may consent to in writing (the
"EMPLOYEE'S TERMINATION DATE").  In the event that the Employee
 
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terminates without Good Reason (as hereinafter defined), the
Employee's salary shall cease as of the Employee's Termination
Date and, as of such date, the Employee shall be entitled to no
other benefits or payments pursuant to this Agreement, except for
any vested rights the Employee may have in items under
Section 3(b).  Any termination by the Employee for Good Reason
shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for such termination.
 
8.   TERMINATION BY THE COMPANY WITHOUT CAUSE OR BY THE EMPLOYEE
     FOR GOOD REASON
 
     Termination of employment by the Employee for Good Reason or
by the Company for any reason other than (i) death,
(ii) Permanent Disability, (iii) Cause, or (iv) upon expiration
of the term of this Agreement as provided in Section 2, shall
have the following effect:
 
     (a)  Any restricted stock awards, stock options or stock
          appreciation rights to purchase or relating to Common
          Stock of the Company held by the Employee on the
          Company's Notice Date or Employee's Notice Date,
          whichever first occurs, which are not then currently
          vested or exercisable shall on such date automatically
          become vested or exercisable and shall remain
          exercisable for 90 days thereafter (subject to any
          fixed term of such award, option or right set forth in
          the document evidencing such award, option or right);
 
     (b)  The Company shall continue to pay the Employee his base
          salary being paid at the time of notification, plus 20%
          of his base salary in lieu of employee benefits for the
          balance of the term of this Agreement [(not to exceed
          18 months)];
 
     (c)  The Company shall pay the Employee his incentive
          compensation, which shall be calculated as [60% or 90%]
          of the Employee's base salary for the balance of the
          term of this Agreement (such term calculated as though
          such termination has not occurred and assuming no
          additional automatic extensions) [(not to exceed 18
          months)];
 
     (d)  The Company shall pay the Employee's expenses incurred
          in finding new employment and costs of moving the
          Employee and his family and possessions to a new
          location or, in lieu of such moving expenses, a cash
          payment of $75,000, with the choice to be the
          Employee's;
 
     (e)  The Company shall pay the Employee's normal business
          expenses incurred through the Company's Termination
          Date or the Employee's Termination Date, whichever
          first occurs (except with respect to seminars or travel
          as provided below), including automobile, dues of the
          club referred to in Section 3(c), plus any conventions,
          seminars or travel either incurred prior to the
          applicable termination date or scheduled at the time of
          notification of termination;
                                       
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     (f)  The Company shall pay the Employee any benefits under
          the Company's Deferred Compensation Plan (the "DCP")
          and Supplemental Executive Retirement Plan (the
          "SERP"), which are fully vested at the Company's
          Termination Date or the Employee's Termination Date,
          whichever first occurs, in accordance with applicable
          payment schedules and any applicable elections;
          provided, however that the Employee shall receive
          additional benefits under the SERP such that the
          Employee will be permitted to add to the formula for
          purposes of eligibility for benefits, vesting and
          calculation of benefits, [10 or 15] points which, at
          the election of the Employee, may be applied either to
          an age assumption or continuous length of service
          assumption (e.g., if an officer is 50 and has 20 years
          of service, he could allocate the points so that for
          purposes of eligibility, vesting and calculation of
          benefits, he is age 55 and has [25 or 30] years of
          service);
 
     (g)  The Company will provide the Employee with suitable
          office space (equivalent to that occupied by the
          Employee on such notice date) and private secretarial
          services away from the Company's offices in an office
          complex of the Employee's choice in Las Vegas, Nevada
          [or the division headquarters city where the Employee
          was last assigned] for a period ending on the later of:
          (i) the expiration of the term of this Agreement; or
          (ii) the first anniversary of the Company's Termination
          Date or the Employee's Termination Date, whichever
          first occurs.
 
9.   CHANGE IN CONTROL OF THE COMPANY
 
     The Board recognizes that the continuing possibility of a
change in control of the Company is unsettling to the Employee
and other officers of the Company.  Therefore, the arrangements
set forth below are being made to help assure a continuing
dedication by the Employee to his duties to the Company,
notwithstanding the occurrence or potential occurrence of a
change in control.  In particular, the Board believes it
important, should the Company receive proposals from third
parties with respect to its future, to enable the Employee,
without being influenced by the uncertainties of his own
situation, to assess and advise the Board whether such proposals
would be in the best interests of the Company and its
shareholders and to take such other action regarding such
proposals as the Board might determine to be appropriate.  The
Board also wishes to demonstrate to officers of the Company that
the Company is concerned with the welfare of its officers and
intends to see that loyal officers are treated fairly.
 
     In view of the foregoing and in further consideration of the
Employee's continued employment with the Company, the Company
agrees as follows:
 
     (a)  Limited Right to Receive a Severance Benefit.  The
          Employee shall be entitled to the severance benefits
          provided in Section 9(c), in lieu of the benefits
          provided under Section 8 if, within 24 months after a
          Change in Control:  (i) the Employee terminates his
          employment with the Company for Good Reason, provided
          he terminates his employment within 120 days following
          the occurrence of any of the events specified in
          Section 9(b)(ii); or (ii) the Employee's employment is
          terminated by the Company for any reason other than (A)
 
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          the Employee's death, (B) the Employee's Permanent
          Disability, (C) Cause, or (D) the expiration of the
          term of this Agreement following the Change in Control
          as provided in Section 2.
     (b)  Certain Additional Definitions.  For purposes of this
          Agreement:
 
          (i)  Change in Control.  The term "CHANGE IN CONTROL"
               shall mean any of the following:
 
               (A)  Approval by the shareholders of the Company
                    of the dissolution or liquidation of the
                    Company;
 
               (B)  Approval by the shareholders of the Company
                    of an agreement to merge or consolidate, or
                    otherwise reorganize, with or into one or
                    more entities that are not Subsidiaries, as a
                    result of which less than 50% of the
                    outstanding voting securities of the
                    surviving or resulting entity immediately
                    after the reorganization are, or will be,
                    owned, directly or indirectly, by
                    shareholders of the Company immediately
                    before such reorganization (assuming for
                    purposes of such determination that there is
                    no change in the record ownership of the
                    Company's securities from the record date for
                    such approval until such reorganization and
                    that such record owners hold no securities of
                    the other parties to such reorganization, but
                    including in such determination any
                    securities of the other parties to such
                    reorganization held by affiliates of the
                    Company);
 
               (C)  Approval by the shareholders of the Company
                    of the sale of substantially all of the
                    Company's business and/or assets to a person
                    or entity which is not a Subsidiary;
 
               (D)  Any "person" (as such term is used in
                    Sections 13(d) and 14(d) of the Securities
                    Exchange Act of 1934, as amended (the
                    "EXCHANGE ACT"), but excluding any person
                    described in and satisfying the conditions of
                    Rule 13d-1(b)(1) thereunder), becomes the
                    beneficial owner (as defined in Rule 13d-3
                    under the Exchange Act), directly or
                    indirectly, of securities of the Company
                    representing more than 20% of the combined
                    voting power of the Company's then
                    outstanding securities entitled to then vote
                    generally in the election of directors of the
                    Company; or
 
               (E)  During any period not longer than two
                    consecutive years, individuals who at the
                    beginning of such period constituted the
                    Board cease to constitute at least a majority
                    thereof, unless the election, or the
                    nomination for election by the Company's
                    shareholders, of each new Board member was
                    approved by a vote of at least three-fourths
                    of the Board members then still in office who
                    were Board members at the beginning of such
 
                                       7<PAGE>
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                    period (including for these purposes, new
                    members whose election was so approved).
 
          (ii) Good Reason.  For purposes of this Agreement,
               "GOOD REASON" shall mean:
 
               (A)  Following a Change in Control: (1) without
                    the Employee's express written consent, the
                    assignment to him of any duties inconsistent
                    with his positions, duties, authority,
                    responsibilities and status with the Company
                    immediately prior to the Change in Control;
                    (2) a demotion or a change in the Employee's
                    titles or offices as in effect immediately
                    prior to the Change in Control; (3) any
                    removal of the Employee from or any failure
                    to re-elect him to any of such positions;
                    except in connection with the termination of
                    the Employee's employment for Cause,
                    Permanent Disability or retirement or as a
                    result of his death or by him other than for
                    Good Reason;
 
               (B)  A reduction by the Company in the Employee's
                    base salary as in effect on the date hereof
                    (or, if a Change in Control has occurred, a
                    reduction by the Company in the Employee's
                    base salary as in effect on the date of the
                    Change in Control);
 
               (C)  Following a Change in Control: (1) the
                    failure by the Company to continue at levels
                    in existence immediately prior to the Change
                    in Control any thrift, incentive or
                    compensation plan, or any pension, life
                    insurance, health and accident or disability
                    plan in which the Employee participated
                    immediately prior to the Change in Control,
                    provided that the Company may adopt
                    substantially similar plans that provide
                    benefits at levels no less than those in
                    existence immediately prior to the Change in
                    Control; (2) the taking of any action by the
                    Company which would adversely affect the
                    Employee's participation in or materially
                    reduce his aggregate benefits under all of
                    such plans, when taken together, or deprive
                    him of any material fringe benefit enjoyed by
                    him at the time of the Change in Control
                    (except for the acceleration of the
                    termination dates of options, awards and
                    rights as contemplated by this Agreement).
 
               (D)  Following a Change in Control, the assignment
                    of the Employee without his consent to a new
                    work location which would require a round-
                    trip commute to work from the Employee's
                    residence immediately prior to the Change in
                    Control of more than 40 miles per day.
 
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               (E)  Any material breach of any material provision
                    of this Agreement by the Company which is not
                    cured within 60 days after written notice of
                    such breach by the Employee to the Company.
 
     (c)  Effect of Termination.  If the Employee is entitled to
          receive a severance benefit pursuant to Section 9(a),
          the Company will provide the Employee with only the
          following severance benefits:
 
          (i)  The benefits specified in Section 8(a);
 
          (ii) A lump sum severance payment equal to: (A) [24, 30
               or 36] months of the Employee's yearly base salary
               in effect as of the Employee's Notice Date or the
               Company's Notice Date, whichever first occurs (or,
               if greater, in effect on the date of the Change in
               Control); (B) [24, 30, or 36] months incentive
               compensation calculated as [60% or 90%] of the
               amount payable pursuant to clause (A); and (C)
               [24, 30 or 36] months fringe benefits calculated
               as 20% of the amount payable pursuant to clause
               (A);
 
          (iii)     The benefits specified in Section 8(d);
 
          (iv) The benefits specified in Section 8(e);
 
          (v)  Any benefits under the DCP and the SERP which are
               fully vested at the Company's Termination Date or
               the Employee's Termination Date, whichever first
               occurs, in accordance with applicable payment
               schedules and any applicable elections; provided,
               however that the Employee shall receive additional
               benefits under the SERP such that the Employee
               will be permitted to add to the formula for
               purposes of eligibility for benefits, vesting and
               calculation of benefits, [10 or 15] points which,
               at the election of the Employee, may be applied
               either to an age assumption or continuous length
               of service assumption (See Section 8(f) for
               illustration); such amounts having been deposited
               with a trustee under an appropriate Trust
               Agreement providing for a so-called Rabbi Trust
               Arrangement pursuant to I.R.S. Rev. Proc. 92-64,
               as described in Section 19; and
 
          (vi) Suitable office space (equivalent to that occupied
               by the Employee on the Employee's Notice Date or
               the Company's Notice Date, whichever first occurs)
               and private secretarial services away from the
               Company's offices in an office complex of the
               Employee's choice in Las Vegas, Nevada [or the
               division headquarters city where the Employee was
               last assigned] for a period ending on the earlier
               of (A) the second anniversary of the Employee's
               Notice Date, or (B) the date the Employee secures
               suitable other employment.
 
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10.  RESTRICTIVE COVENANT
 
     In consideration of the Company's agreements contained
herein and the payments to be made by it to the Employee pursuant
hereto, the Employee agrees that, during the period of his
employment hereunder and for a further period expiring 12 months
following the end of the term of this Agreement or any extensions
or renewal thereof, the Employee will not, without the written
consent of the Board of Directors of the Company, engage in a
Competing Business within the geographical limits of any state
(or such lesser geographical area as may be set by a court of
competent jurisdiction) in which any of the businesses of the
Company are being conducted on the date of any such termination.
The Employee acknowledges and agrees that a breach by the
Employee of the provisions of this Section 10 will constitute
such damage as will be irreparable and the exact amount of which
will be impossible to ascertain and, for that reason, agrees that
the Company will be entitled to an injunction to be issued by any
court of competent jurisdiction restraining and enjoining the
Employee from violating the provisions of this Section 10.  The
right of an injunction shall be in addition to and not in lieu of
any other remedy available to the Company for such breach or
threatened breach, including the recovery of damages from the
Employee.
 
     Termination of this Agreement, whether by passage of time or
any other cause, shall not constitute a waiver of the Company's
rights under this Section 10, nor a release of the Employee from
his obligations hereunder.
 
11.  ARBITRATION AND LITIGATION
 
     In the event the Company terminates the Employee by reason
of his Permanent Disability or for Cause and the Employee
disputes the accuracy of the assertion of Permanent Disability or
Cause, or in the event the Employee terminates his employment for
Good Reason and the Company disputes the accuracy of such
assertion of Good Reason, or in the event either party disputes
the occurrence of a Change in Control, such dispute shall be
resolved through final and binding arbitration in Clark County,
Nevada in accordance with the then current commercial arbitration
rules of the American Arbitration Association ("ASSOCIATION") or
its successor, provided the Employee or the Company files a
written demand for arbitration at a regional office of the
Association within 30 calendar days following the date the
Employee notifies the Company that he disputes the accuracy of
the assertion of Permanent Disability or Cause or Change in
Control, or the Company notifies the Employee that it disputes
the accuracy of the assertion of Good Reason or Change in
Control.  In no event shall a demand for arbitration be made
after the date when institution of legal or equitable proceedings
based on the dispute in question would be barred by any
applicable statute of limitations.  In the event the Arbitrator
finds that the termination by the Company was not for Permanent
Disability or not for Cause or that the termination by the
Employee was for Good Reason, or that a Change in Control has
occurred and such issue was challenged by the Company, the
Employee shall not be entitled to reinstatement, but shall be
entitled to the appropriate benefits under Section 8 or Section
9, as applicable, and payment of his reasonable legal expenses in
such arbitration.  Any reasonableness of costs and expenses shall
be determined by the arbitrator.
 
                                       10<PAGE>
 
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     Should the Employee at any time bring suit against the
Company for breach of this Agreement (not including any matter
required to be submitted to arbitration pursuant to the foregoing
provisions of this Section 11) and obtain judgment in his favor,
the Company shall pay his reasonable legal expenses and costs of
suit.  The provisions of this Section 11 shall in no way limit
the right of any party to exercise self-help remedies or to
obtain provisional or ancillary relief from a court of competent
jurisdiction before, after, or during the pendency of any
arbitration proceeding.  The exercise of such remedy shall not
waive the right of any party to resort to arbitration.  The
parties each acknowledge and agree that to any extent any legal
proceeding other than arbitration is permitted in this Section
11, the Superior Court of the State of Nevada in and for Clark
County, and the associated federal and appellate courts, shall
have exclusive jurisdiction over such legal proceedings.
 
     Except as may be necessary to enter judgment upon the award
or to the extent required by applicable law, all claims, defenses
and proceedings (including, without limiting the generality of
the foregoing, the existence of the controversy and the fact that
there is an arbitration proceeding) shall be treated in a
confidential manner by the arbitrator, the parties and their
counsel, and each of their agents and employees, and all others
acting on behalf or in concert with them.  Without limiting the
generality of the foregoing, no one shall divulge to any third
party or person not directly involved in the arbitration, the
contents of the pleadings, papers, orders, hearings, trials, or
awards in the arbitration, except as may be necessary to enter
judgment upon an award as required by applicable law.  Any court
proceedings relating to the arbitration hereunder, including,
without limiting the generality of the foregoing, to prevent or
compel arbitration to perform, correct, vacate or otherwise
enforce an arbitration award, shall be filed under seal with the
court, to the extent permitted by law.
 
12.  BENEFIT AND BINDING EFFECT
 
     This Agreement shall inure to the benefit of and be binding
upon the Company, its successors and assigns, including but not
limited to any corporation, person or other entity which may
acquire all or substantially all of the assets and business of
the Company or any corporation with or into which the Company may
be consolidated or merged and the Employee, his heirs, executors,
administrators and legal representatives, provided that the
obligations of the Employee hereunder may not be delegated.
 
13.  OTHER AGREEMENTS
 
     The Employee represents that the execution and performance
of this Agreement will not result in a breach of any of the terms
and conditions of any employment or other agreement between the
Employee and any third party.
 
     In the event the Company shall elect to insure all or part
of its liability for providing health and long-term disability
benefits under this Agreement, the Employee shall submit to such
reasonable physical examination as the Company may request.
 
                                       11<PAGE>
 
<PAGE>
 
     Provided that the Company duly performs all of its
obligations (if any) arising by virtue of a termination of or by
the Employee, the Employee will not publicly disparage the
Company or its officers, directors, employees or agents and will
refrain from any action which would reasonably be expected to
cause material adverse public relations or embarrassment to the
Company or to any of such persons.  Similarly, the Company
(including its officers, directors, employees and agents) will
not disparage the Employee and will refrain from any action which
would reasonably be expected to result in embarrassment to the
Employee or to materially and adversely affect his opportunities
for employment.  The preceding two sentences shall not apply to
disclosures required by applicable law, regulation or order of a
court or governmental agency.
     The Company may withhold from any amounts payable under this
Agreement all federal, state, local and foreign taxes as may be
required to be withheld pursuant to any applicable law or
regulation.
 
14.  NOTICES
 
     All notices or other communications relating to this
Agreement shall be in writing and delivered personally or sent by
registered or certified mail, postage prepaid and return receipt
requested, to the party concerned at the address set forth below:
 
     If to the Company, to:   Southwest Gas Corporation
                              5241 Spring Mountain Road
                              Las Vegas, Nevada 89101
                              Attn: General Counsel
 
     If to the Employee, to:  [Employee's Name]
                                                       
                                                                
 
     Either party may change the address to which notices are to
be sent to it by giving 10 days written notice of such change of
address to the other party in the manner provided above for
giving notice.  Notices will be considered delivered on the date
of personal delivery or on the date of deposit in the United
States mail in the manner provided for giving notice by mail.
 
                                       12<PAGE>
 
<PAGE>
 
15.  PARACHUTE PAYMENTS
 
     (a)  In the event that any payment or distribution by the
          Company to or for the benefit of the Employee (whether
          paid or payable or distributed or distributable
          pursuant to the terms of this Agreement or otherwise,
          but determined without regard to any additional
          payments under this Section 15(a)) (a "PAYMENT") is
          determined to be subject to the excise tax imposed by
          Section 4999 of the Internal Revenue Code of 1986, as
          amended (the "CODE"), or any interest or penalties are
          incurred by the Employee with respect to such excise
          tax (such excise tax, together with any such interest
          and penalties, are hereinafter collectively referred to
          as the "EXCISE TAX"), then the Company shall pay to the
          Employee an additional payment (a "GROSS-UP PAYMENT")
          in an amount such that after payment by the Employee of
          all taxes (including any interest or penalties imposed
          with respect to such taxes), including, without
          limitation, any income taxes (and any interest and
          penalties imposed with respect thereto) and Excise Tax
          imposed upon the Gross-Up Payment, the Employee retains
          an amount of the Gross-Up Payment equal to the Excise
          Tax imposed upon the Payments.
 
     (b)  Subject to the provisions of Section 15(c), all
          determinations required to be made under this Section
          15, including whether and when a Gross-Up Payment is
          required and the amount of such Gross-Up Payment and
          the assumptions to be utilized in arriving at such
          determination, shall be made by a nationally recognized
          certified public accounting firm which is satisfactory
          to the Company (the "Accounting Firm"), which shall
          provide detailed supporting calculations both to the
          Company and the Employee within 15 business days after
          such determinations are requested by the Employee or
          the Company.  All fees and expenses of the Accounting
          Firm shall be borne solely by the Company.  Any
          Gross-Up Payment, as determined pursuant to this
          Section 15(b), shall be paid by the Company to the
          Employee within five days after the Company's receipt
          of the Accounting Firm's determination.  As a result of
          the uncertainty in the application of Section 4999 of
          the Code at the time of the initial determination by
          the Accounting Firm hereunder, it is possible that
          Gross-Up Payments which will not have been made by the
          Company should have been made ("UNDERPAYMENT"),
          consistent with the calculations required to be made
          hereunder.  In the event that the Company exhausts its
          remedies pursuant to Section 15(c) and the Employee
          thereafter is required to make a payment of any Excise
          Tax, the Accounting Firm shall determine the amount of
          the Underpayment that has occurred and any such
          Underpayment shall be promptly paid by the Company to
          or for the benefit of the Employee.
 
     (c)  The Employee shall notify the Company in writing of any
          claim by the Internal Revenue Service that, if
          successful, would require the payment by the Company of
          a Gross-Up Payment.  Such notification shall be given
          as soon as practicable but no later than ten business
          days after the Employee is informed in writing of such
          claim and shall apprise the Company of the nature of
 
                                       13<PAGE>
<PAGE>
 
          such claim, and the date on which such claim is
          requested to be paid.  The Employee shall not pay such
          claim prior to the expiration of the 30-day period
          following the date on which it gives such notice to the
          Company (or such shorter period ending on the date that
          any payment of taxes with respect to such claim is
          due).  If the Company notifies the Employee in writing
          prior to the expiration of such period that it desires
          to contest such claim, the Employee shall:
 
          (i)   give the Company any information reasonably
                requested by the Company relating to such claim,
 
          (ii)  take such action in connection with contesting
                such claim as the Company shall reasonably request
                in writing from time to time, including, without
                limitation, accepting legal representation with
                respect to such claim by an attorney reasonably
                selected by the Company,
 
          (iii) cooperate with the Company in good faith in
                order to contest such claim effectively, and
 
          (iv)  permit the Company to participate in any
                proceedings relating to such claim;
 
          provided, however, that the Company shall bear and pay
          directly all costs and expenses (including additional
          interest and penalties) incurred in connection with
          such contest and shall indemnify and hold the Employee
          harmless, on an after-tax basis, for any Excise Tax or
          income tax (including interest and penalties with
          respect thereto) imposed as a result of such
          representation and payment of costs and expenses.
          Without limitation on the foregoing provisions of this
          Section 15(c), the Company shall control all
          proceedings taken in connection with such contest and,
          at its sole option, may pursue or forgo any and all
          administrative appeals, proceedings, hearings and
          conferences with the taxing authority in respect of
          such claim and may, at its sole option, either direct
          the Employee to pay the tax claimed and sue for a
          refund or contest the claim in any permissible manner,
          and the Employee agrees to prosecute such contest to a
          determination before any administrative tribunal, in a
          court of initial jurisdiction and in one or more
          appellate courts, as the Company shall determine;
          provided, however, that if the Company directs the
          Employee to pay such claim and sue for a refund, the
          Company shall advance the amount of such payment to the
          Employee, on an interest-free basis and shall indemnify
          and hold the Employee harmless, on an after-tax basis,
          from any Excise Tax or income tax (including interest
          or penalties with respect thereto) imposed with respect
          to such advance or with respect to any imputed income
          with respect to such advance; and further provided that
          any extension of the statute of limitations relating to
          payment of taxes for the taxable year of the Employee
          with respect to which such contested amount is claimed
          to be due is limited solely to such contested amount.
          Furthermore, the Company's control of the contest shall
          be limited to issues with respect to which a Gross-Up
   
                                       14<PAGE>
<PAGE>
 
          Payment would be payable hereunder and the Employee
          shall be entitled to settle or contest, as the case may
          be, any other issue raised by the Internal Revenue
          Service or any other taxing authority.
 
     (d)  If, after the receipt by the Employee of an amount
          advanced by the Company pursuant to Section 15(c) the
          Employee becomes entitled to receive any refund with
          respect to such claim, or if the actual amount of the
          Excise Tax is less than the amount of the Gross-Up
          Payment, the Employee shall (subject to the Company's
          complying with the requirements of Section 15(c))
          promptly pay to the Company the amount of such refund
          (together with any interest paid or credited thereon
          after taxes applicable thereto) or the amount of such
          difference.  If, after the receipt by the Employee of
          an amount advanced by the Company pursuant to Section
          15(c), a determination is made that the Employee shall
          not be entitled to any refund with respect to such
          claim and the Company does not notify the Employee in
          writing of its intent to contest such denial of refund
          prior to the expiration of 30 days after such
          determination, then such advance shall be forgiven and
          shall not be required to be repaid and the amount of
          such advance shall offset, to the extent thereof, the
          amount of Gross-Up Payment required to be paid.
 
16.  ENTIRE AGREEMENT
 
     The entire understanding and agreement between the parties
has been incorporated into this Agreement, and this Agreement
supersedes all other agreements, negotiations, and understandings
between the Employee and the Company with respect to the
employment of the Employee by the Company (including any prior
employment agreements or change in control agreements between the
Employee and the Company).  This Agreement may not be amended
orally, but only by an agreement in writing signed by both
parties.
 
17.  GOVERNING LAW
 
     This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Nevada.  It is intended
by the parties that this Agreement be interpreted in accordance
with its fair and simple meaning, not for or against either
party, and neither party shall be deemed to be the drafter of
this Agreement.
 
18.  CAPTIONS; COUNTERPARTS
 
     The section headings and captions included herein are for
convenience and shall not constitute a part of this Agreement.
 
     This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all
of which shall together constitute one and the same Agreement.
 
                                       15<PAGE>
<PAGE>
 
19.  FUNDING OF CERTAIN SEVERANCE BENEFITS
 
     The method of providing funding for the amounts payable
under Section 9(c)(v) shall be by way of a Rabbi Trust.  Such
trust shall be established by the Company upon a Change in
Control with either (i) a major bank located in a major city of
the United States or (ii) any other party located in a major city
of the United States that may be granted corporate trustee powers
under state law, in favor of the Employee.  Such trust shall not
be revocable and shall continue until such trust is terminated in
accordance with the termination provisions set forth in the Trust
Agreement described in Section 9(c)(v).
 
20.  SEVERABILITY
 
     If any portion or provision of this Agreement is determined
by arbitration or by a court of competent jurisdiction to be
invalid, illegal or unenforceable, the remaining portions or
provisions hereof shall not be affected.
 
     IN WITNESS WHEREOF, this Employment Agreement has been
executed by the parties hereto as of the date first written
above.
 
 
                              SOUTHWEST GAS CORPORATION
 
 
 
                              By:
                              Print Name:
                              Its:
 
 
                              THE EMPLOYEE
 
 
 
 
 
 
                                                                    EXHIBIT 10.1
                                  AMENDMENT TO
                              EMPLOYMENT AGREEMENT
 
 
         THIS AMENDMENT TO EMPLOYMENT AGREEMENT was entered into as of May 10,
2000 between SOUTHWEST GAS CORPORATION, a California corporation (the
"Company"), and ____________ (the "Employee") with reference to the following
facts:
 
         A. The Company and Employee have previously entered into an Employment
Agreement dated as of July 1, 1998 (the "Agreement").
 
         B. The Company and the Employee have determined that it is in the best
interests of both parties to amend the Agreement as set forth below.
 
         NOW, THEREFORE, the parties agree:
 
         1. Section 7 of the Agreement is amended by deleting the following
paragraph contained therein:
 
         For purposes of this Agreement, "Cause" shall mean (i) any material
breach of any material provision of this Agreement by the Employee which is not
cured within 60 days after written notice of such breach by the Company to the
Employee, (ii) conviction of the Employee of a felony or crime involving moral
turpitude (meaning a crime that necessarily includes the commission of an act of
gross depravity, dishonesty or bad morals), or (iii) any acts or willful
malfeasance or gross negligence in a matter of material importance to the
Company.
 
         2. Section 7 of the Agreement is further amended by adding the
following paragraph which replaces the paragraph deleted from Section 7:
 
         For purposes of this Agreement, "Cause" shall mean (i) a material act
of theft, misappropriation, or conversion of corporate funds committed by the
Employee, or (ii) an Employee's demonstrably willful, deliberate and continued
failure to follow reasonable directives of the Board or the President and CEO of
the Company which are within Employee's ability to perform. Notwithstanding the
foregoing, for the 24-month period following a Change in Control as defined in
Section 9 herein, Employee shall not be deemed to have been terminated for Cause
unless and until: (1) there shall have been delivered to Employee a copy of a
resolution duly adopted by the Board in good faith at a meeting of the Board
called and held for such purpose (after reasonable notice to Employee and an
opportunity for Employee, together with his counsel, to be heard before the
Board), finding that Employee was guilty of conduct set forth above and
specifying the particulars thereof in reasonable detail; and (2) if Employee
contests such finding (or a conclusion that he has failed to timely cure the
performance in response thereto), the arbitrator, by final determination in an
arbitration proceeding pursuant to Section 11 hereof, has concluded that
 
<PAGE>
 
Employee's conduct met the standard for termination for Cause above and that the
Board conduct met the standards of good faith and satisfied the procedural and
substantive conditions of this Section 7 (collectively, the "Necessary
Findings"). Employee's costs of the arbitration shall be advanced by the Company
and shall be repaid to the Company if the arbitrator makes the Necessary
Findings.
 
         If within sixty (60) days after receipt by Employee of the resolution
referred to in the preceding paragraph, Employee notifies the Company that a
dispute exists concerning the termination, the termination date of Employee
shall be the date as finally determined by mutual written agreement of the
parties or by a final and binding arbitration award. During the period until the
dispute is finally resolved, Company will continue to pay Employee his full
compensation in effect when the notice giving rise to the dispute was given
(including, but not limited to, base salary) and continue Employee as a
participant in all compensation, employee benefit, health and welfare and
insurance plans, programs, arrangements and perquisites in which Employee was
participating or to which he was entitled when the notice giving rise to the
dispute was given, until the dispute is finally resolved. Amounts paid under
this Section shall be repaid to the Company or be offset against or reduce any
other amounts due Employee under this Agreement, if appropriate, only upon the
final resolution of the dispute.
 
         3. Section 11 of the Agreement is amended by deleting the following
paragraphs contained therein:
 
         In the event the Company terminates the Employee by reason of his
Permanent Disability or for Cause and the Employee disputes the accuracy of the
assertion of Permanent Disability or Cause, or in the event the Employee
terminates his employment for Good Reason and the Company disputes the accuracy
of such assertion of Good Reason, or in the event either party disputes the
occurrence of a Change in Control, such dispute shall be resolved through final
and binding arbitration in Clark County, Nevada in accordance with the then
current commercial arbitration rules of the American Arbitration Association
("Association") or its successor, provided the Employee or the Company files a
written demand for arbitration at a regional office of the Association within 30
calendar days following the date the Employee notifies the Company that he
disputes the accuracy of the assertion of Permanent Disability or Cause or
Change in Control, or the Company notifies the Employee that it disputes the
accuracy of the assertion of Good Reason or Change in Control. In no event shall
a demand for arbitration be made after the date when institution of legal or
equitable proceedings based on the dispute in question would be barred by any
applicable statute of limitations. In the event the Arbitrator finds that the
termination by the Company was not for Permanent Disability or not for Cause or
that the termination by the Employee was for Good Reason, or that a Change in
Control has occurred and such issue was challenged by the Company, the Employee
shall not be entitled to reinstatement, but shall be entitled to the appropriate
benefits under Section 8 or Section 9, as applicable, and payment of his
reasonable legal expenses in such arbitration. Any reasonableness of costs and
expenses shall be determined by the arbitrator.
 
 
 
                                        2
<PAGE>
 
         Should the employee at any time bring suit against the Company for
breach of this Agreement (not including any matter required to be submitted to
arbitration pursuant to the foregoing provisions of this Section 11) and obtain
judgment in his favor, the Company shall pay his reasonable legal expenses and
costs of suit. The provisions of this Section 11 shall in no way limit the right
of any party to exercise self-help remedies or to obtain provisional or
ancillary relief from a court of competent jurisdiction before, after, or during
the pendency of any arbitration proceeding. The exercise of such remedy shall
not waive the right of any party to resort to arbitration. The parties each
acknowledge and agree that to any extent any legal proceeding other than
arbitration is permitted in this Section 11, the superior Court of the State of
Nevada in and for Clark County, and the associated federal and appellate courts,
shall have exclusive jurisdiction over such legal proceedings.
 
         4. Section 11 of the Agreement is further amended by adding the
following paragraph which replaces the paragraphs deleted from Section 11:
 
         Any dispute, controversy or claim arising out of or in respect to this
Agreement (or its validity, interpretation or enforcement), the employment
relationship, or the subject matter hereof must be submitted to and settled by
arbitration conducted before a single arbitrator (chosen from a list of
arbitrators provided by the American Arbitration Association with each party
hereto taking alternate strikes and the remaining arbitrator hearing the
dispute). The arbitration will be conducted in Clark County, Nevada in
accordance with the then current rules of the American Arbitration Association
or its successor. The arbitration of such issues, including the determination of
any amount of damages suffered, will be final and binding upon the parties to
the maximum extent permitted by law. The arbitrator in such action will not be
authorized to change or modify any provision of the Agreement. Judgment upon the
award rendered by the arbitrator may be entered by any court having jurisdiction
thereof. The arbitrator will award reasonable legal fees and expenses (including
arbitration costs) to the prevailing party upon application therefor. The
parties consent to the jurisdiction of the Supreme Court of the State of Nevada
and of the U.S. District Court for the District of Nevada for all purposes in
connection with arbitration, including the entry of judgment of any award.
 
 
 
                                        3
<PAGE>
 
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment to
Employment Agreement as of the date first above written.
 
                            SOUTHWEST GAS CORPORATION
 
 
 
                                    By:_________________________________
                                    Print Name:_________________________
                                    Its:________________________________
 
 
 
 
                                    EMPLOYEE
 
 
                                   -------------------------------------
                                   [Employee]
 
 
<TABLE>
             SIGNIFICANT TERMS OF EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS BY INDIVIDUAL OFFICER
 
<CAPTION>
                         Minimum         Incentive         Additional          Severance         Change in control
                         annual         compensation          SERP             benefits              lump-sum
                       base salary       percentage          points         maximum months        salary benefit
                       -----------      ------------      ------------      --------------       -----------------
<S>                    <C>              <C>                <C>              <C>                  <C>
Michael O. Maffie       $ 475,000           115%            15 points          36 months             36 months
George C. Biehl         $ 220,000            90%            15 points          18 months             30 months
James P. Kane           $ 150,000            90%            10 points          18 months             30 months
James F. Lowman         $ 165,000            75%            10 points          18 months             24 months
Dudley J. Sondeno       $ 164,000            75%            10 points          18 months             24 months
Edward S. Zub           $ 172,000            90%            10 points          18 months             30 months
Thomas J  Armstrong     $ 143,000            75%            10 points          18 months             24 months
 
</TABLE>
 
                                        4
 

 

 

 
 
 
 
EXHIBIT 10.2
                         FORM OF CHANGE IN CONTROL AGREEMENT
 
     THIS AGREEMENT (this "AGREEMENT") entered into as of the 1st day of July,
1998 between SOUTHWEST GAS CORPORATION, a California corporation (the
"COMPANY"), and ___________________ (the "EMPLOYEE").
 
1.   DEFINITIONS
 
     For the purposes of this Agreement:
 
     (a)  The term "COMPANY" shall include any corporate successor to the
          business presently conducted by the Company.
 
     (b)  The term "SUBSIDIARY" shall mean any corporation, partnership, joint
          venture or other entity in which the Company has a 50% or greater
          equity interest.
 
     (c)  "PERMANENT DISABILITY" shall mean that because of physical or mental
          illness or disability, the Employee shall have been continuously
          unable to perform the essential functions of his job (as those
          functions are described herein) with or without reasonable
          accommodation for a consecutive period of at least six months.
 
     (d)  "CAUSE" shall mean (i) any material breach by the Employee of his
          material duties and obligations as an employee of the Company (as
          such duties and obligations may be assigned by the Board or by the
          President and CEO of the Company) which is not cured within 60 days
          after written notice of such breach by the Company to the Employee,
          (ii) conviction of the Employee of a felony or crime involving moral
          turpitude (meaning a crime that necessarily includes the commission
          of an act of gross depravity, dishonesty or bad morals), or (iii)
          any acts or wilful malfeasance or gross negligence in a matter of
          material importance to the Company.
 
     (e)  "BOARD" shall mean the Board of Directors of the Company.
     
2.   TERM OF AGREEMENT
 
     The initial term of this Agreement shall be 24 months, commencing on the
date first written above.  If a Change in Control (as hereinafter defined)
occurs, the term of this Agreement shall be extended for a period of 24 months
from the date of the Change in Control.  Unless within 60 days prior to any
anniversary date of this Agreement (or, if a Change in Control has occurred,
the second anniversary of such Change in Control and any succeeding
anniversary thereof), the Company (or the Employee) gives written notice to
the Employee (or the Company) of the termination of this Agreement as of the
then applicable expiration date, then the term of this Agreement shall
automatically be extended for an additional 12 months.
<PAGE>
<PAGE>
 
3.   CONFIDENTIALITY
 
     The Employee acknowledges that during his employment by, and as a result
of his relationship with, the Company he will obtain knowledge of and gain
access to information regarding the Company's business, operations, products,
proposed products, production methods, processes, customer lists, advertising,
marketing and promotional plans and materials, price lists, pricing policies,
financial information and other trade secrets, confidential information and
material proprietary to the Company or designated as being confidential by the
Company which is not generally known to non-Company personnel, including
information and material originated, discovered or developed in whole or in
part by the Employee (collectively referred to herein as "CONFIDENTIAL
INFORMATION"). The Employee agrees that during the term of this Agreement and,
to the fullest extent permitted by law thereafter, he will, in a fiduciary
capacity for the benefit of the Company, hold all Confidential Information
strictly in confidence and will not directly or indirectly reveal, report,
disclose, publish or transfer any of such Confidential Information to any
person, firm or other entity, or utilize any of the Confidential Information
for any purpose, except in furtherance of his employment by the Company.
 
     The Employee agrees that upon the expiration of this Agreement or any
earlier termination of his employment, he will immediately surrender and
return to the Company all lists, books, records and other Confidential
Information of the Company, or obtained in connection with the Company's
business, it being expressly acknowledged by the Employee that all such items
are the exclusive property of the Company, and all other property belonging to
the Company then in the possession of the Employee, and the Employee shall not
make or retain any copies thereof.
 
4.   CHANGE IN CONTROL OF THE COMPANY
 
     The Board recognizes that the continuing possibility of a change in
control of the Company is unsettling to the Employee and other officers of the
Company.  Therefore, the arrangements set forth below are being made to help
assure a continuing dedication by the Employee to his duties to the Company,
notwithstanding the occurrence or potential occurrence of a change in control.
In particular, the Board believes it important, should the Company receive
proposals from third parties with respect to its future, to enable the
Employee, without being influenced by the uncertainties of his own situation,
to assess and advise the Board whether such proposals would be in the best
interests of the Company and its shareholders and to take such other action
regarding such proposals as the Board might determine to be appropriate.  The
Board also wishes to demonstrate to officers of the Company that the Company
is concerned with the welfare of its officers and intends to see that loyal
officers are treated fairly.
 
     In view of the foregoing and in further consideration of the Employee's
continued employment with the Company, the Company agrees as follows:
 
     (a)  Limited Right to Receive a Severance Benefit.  The Employee shall be
          entitled to the severance benefits provided in Section 4(c) if,
          within 24 months after a Change in Control:  (i) the Employee
          terminates his employment with the Company for Good Reason, provided
          he terminates his employment within 120 days following the
          
                                       2<PAGE>
<PAGE>
 
          occurrence of any of the events specified in Section 4(b)(ii); or
          (ii) the Employee's employment is terminated by the Company for any
          reason other than (A) the Employee's death, (B) the Employee's
          Permanent Disability, or (C) Cause.
 
          Following a Change in Control, any termination by the Employee for
          Good Reason or any termination by the Company for Permanent
          Disability or for Cause shall be accompanied or preceded by a notice
          to the other party hereto which shall set forth in reasonable detail
          the facts and circumstances claimed as a basis for such termination.
 
     (b)  Certain Additional Definitions.  For purposes of this Agreement:
 
          (i)  Change in Control.  The term "CHANGE IN CONTROL" shall mean any
               of the following:
 
               (A)  Approval by the shareholders of the Company of the
                    dissolution or liquidation of the Company;
 
               (B)  Approval by the shareholders of the Company of an
                    agreement to merge or consolidate, or otherwise
                    reorganize, with or into one or more entities that are not
                    Subsidiaries, as a result of which less than 50% of the
                    outstanding voting securities of the surviving or
                    resulting entity immediately after the reorganization are,
                    or will be, owned, directly or indirectly, by shareholders
                    of the Company immediately before such reorganization
                    (assuming for purposes of such determination that there is
                    no change in the record ownership of the Company's
                    securities from the record date for such approval until
                    such reorganization and that such record owners hold no
                    securities of the other parties to such reorganization,
                    but including in such determination any securities of the
                    other parties to such reorganization held by affiliates of
                    the Company);
 
               (C)  Approval by the shareholders of the Company of the sale of
                    substantially all of the Company's business and/or assets
                    to a person or entity which is not a Subsidiary;
 
               (D)  Any "person" (as such term is used in Sections 13(d) and
                    14(d) of the Securities Exchange Act of 1934, as amended
                    (the "EXCHANGE ACT"), but excluding any person described
                    in and satisfying the conditions of Rule 13d-1(b)(1)
                    thereunder), becomes the beneficial owner (as defined in
                    Rule 13d-3 under the Exchange Act), directly or
                    indirectly, of securities of the Company representing more
                    than 20% of the combined voting power of the Company's
                    then outstanding securities entitled to then vote
                    generally in the election of directors of the Company; or
 
                                       3<PAGE>
<PAGE>
 
               (E)  During any period not longer than two consecutive years,
                    individuals who at the beginning of such period
                    constituted the Board cease to constitute at least a
                    majority thereof, unless the election, or the nomination
                    for election by the Company's shareholders, of each new
                    Board member was approved by a vote of at least three-
                    fourths of the Board members then still in office who were
                    Board members at the beginning of such period (including
                    for these purposes, new members whose election was so
                    approved).
 
          (ii) Good Reason.  For purposes of this Agreement, "GOOD REASON"
               shall mean:
 
               (A)  Without the Employee's express written consent, the
                    assignment to him of any duties inconsistent with his
                    positions, duties, authority, responsibilities and status
                    with the Company immediately prior to the Change in
                    Control; or a demotion or a change in the Employee's
                    titles or offices as in effect immediately prior to the
                    Change in Control; or any removal of the Employee from or
                    any failure to re-elect him to any of such positions;
                    except in connection with the termination of the
                    Employee's employment for Cause, Permanent Disability or
                    retirement or as a result of his death or by him other
                    than for Good Reason;
 
               (B)  A reduction by the Company in the Employee's base salary
                    as in effect on the date of the Change in Control;
 
               (C)  The failure by the Company to continue at levels in
                    existence immediately prior to the Change in Control any
                    thrift, incentive or compensation plan, or any pension,
                    life insurance, health and accident or disability plan in
                    which the Employee participated immediately prior to the
                    Change in Control, provided that the Company may adopt
                    substantially similar plans that provide benefits at
                    levels no less than those in existence immediately prior
                    to the Change in Control; or the taking of any action by
                    the Company which would adversely affect the Employee's
                    participation in or materially reduce his aggregate
                    benefits under all of such plans, when taken together, or
                    deprive him of any material fringe benefit enjoyed by him
                    at the time of the Change in Control (except for the
                    acceleration of the termination dates of options, awards
                    and rights as contemplated by this Agreement).
 
               (D)  The assignment of the Employee without his consent to a
                    new work location which would require a round-trip commute
 
                                       4<PAGE>
<PAGE>
 
                    to work from the Employee's residence immediately prior to
                    the Change in Control of more than 40 miles per day.
 
     (c)  Effect of Termination.  If the Employee is entitled to receive a
          severance benefit pursuant to Section 4(a), the Company will provide
          the Employee with only the following severance benefits:
 
          (i)  Any restricted stock awards, stock options or stock
               appreciation rights to purchase or relating to Common Stock of
               the Company held by the Employee on the date the Company or the
               Employee terminates the Employee's employment or gives notice
               of such termination, whichever first occurs (the "TERMINATION
               DATE"), which are not then currently vested or exercisable
               shall on such date automatically become vested or exercisable
               and shall remain exercisable for 90 days thereafter (subject to
               any fixed term of such award, option or right set forth in the
               document evidencing such award, option or right);
 
          (ii) A lump sum severance payment equal to: (A) 24 months of the
               Employee's base salary in effect as of the Termination Date
               (or, if greater, in effect on the date of the Change in
               Control); (B) 24 months incentive compensation calculated as
               40% of the amount payable pursuant to clause (A); and (C) 24
               months fringe benefits calculated as 20% of the amount payable
               pursuant to clause (A);
 
          (iii)     The Company shall pay the Employee's normal business
               expenses incurred through the date the Employee's employment
               terminates (except with respect to seminars or travel as
               provided below), including automobile, plus any conventions,
               seminars or travel either incurred prior to the applicable date
               of termination or scheduled at the time of notification of
               termination; and
 
          (iv) Any benefits under the DCP and the SERP which are fully vested
               on the date the Employee's employment terminates, in accordance
               with applicable payment schedules and any applicable elections;
               provided, however that the Employee shall receive additional
               benefits under the SERP such that the Employee will be
               permitted to add to the formula for purposes of eligibility for
               benefits, vesting and calculation of benefits, 10 points which,
               at the election of the Employee, may be applied either to an
               age assumption or continuous length of service assumption
               (e.g., if an officer is 50 and has 20 years of service, he
               could allocate the points so that for purposes of eligibility,
               vesting and calculation of benefits, he is age 55 and has 25
               years of service); such amounts having been deposited with a
               trustee under an appropriate Trust Agreement providing for a so-
               called Rabbi Trust Arrangement pursuant to I.R.S. Rev. Proc. 92-
               64, as described in Section 19.
 
                                       5<PAGE>
<PAGE>          
 
     The Company reserves the right to modify, suspend, or discontinue any or
all of its benefit programs at any time without recourse by the Employee
(subject to Section 4(b)(ii)(C)).
 
5.   ARBITRATION AND LITIGATION
 
     In the event that, following a Change in Control, the Company terminates
the Employee by reason of his Permanent Disability or for Cause and the
Employee disputes the accuracy of the assertion of Permanent Disability or
Cause, or in the event that, following a Change in Control, the Employee
terminates his employment for Good Reason and the Company disputes the
accuracy of such assertion of Good Reason, or in the event either party
disputes the occurrence of a Change in Control, such dispute shall be resolved
through final and binding arbitration in Clark County, Nevada in accordance
with the then current commercial arbitration rules of the American Arbitration
Association ("ASSOCIATION") or its successor, provided the Employee or the
Company files a written demand for arbitration at a regional office of the
Association within 30 calendar days following the date the Employee notifies
the Company that he disputes the accuracy of the assertion of Permanent
Disability or Cause or Change in Control, or the Company notifies the Employee
that it disputes the accuracy of the assertion of Good Reason or Change in
Control.  In no event shall a demand for arbitration be made after the date
when institution of legal or equitable proceedings based on the dispute in
question would be barred by any applicable statute of limitations.  In the
event the Arbitrator finds that a Change in Control has occurred and the
termination by the Company was not for Permanent Disability or not for Cause
or that the termination by the Employee was for Good Reason, the Employee
shall not be entitled to reinstatement, but shall be entitled to the
appropriate benefits under Section 4 and payment of his reasonable legal
expenses in such arbitration.  Any reasonableness of costs and expenses shall
be determined by the arbitrator.
 
     Should the Employee at any time bring suit against the Company for breach
of this Agreement (not including any matter required to be submitted to
arbitration pursuant to the foregoing provisions of this Section 5) and obtain
judgment in his favor, the Company shall pay his reasonable legal expenses and
costs of suit.  The provisions of this Section 5 shall in no way limit the
right of any party to exercise self-help remedies or to obtain provisional or
ancillary relief from a court of competent jurisdiction before, after, or
during the pendency of any arbitration proceeding.  The exercise of such
remedy shall not waive the right of any party to resort to arbitration.  The
parties each acknowledge and agree that to any extent any legal proceeding
other than arbitration is permitted in this Section 5, the Superior Court of
the State of Nevada in and for Clark County, and the associated federal and
appellate courts, shall have exclusive jurisdiction over such legal
proceedings.
 
     Except as may be necessary to enter judgment upon the award or to the
extent required by applicable law, all claims, defenses and proceedings
(including, without limiting the generality of the foregoing, the existence of
the controversy and the fact that there is an arbitration proceeding) shall be
treated in a confidential manner by the arbitrator, the parties and their
counsel, and each of their agents and employees, and all others acting on
behalf or in concert with them.  Without limiting the generality of the
 
                                       6<PAGE>
<PAGE>
 
foregoing, no one shall divulge to any third party or person not directly
involved in the arbitration, the contents of the pleadings, papers, orders,
hearings, trials, or awards in the arbitration, except as may be necessary to
enter judgment upon an award as required by applicable law.  Any court
proceedings relating to the arbitration hereunder, including, without limiting
the generality of the foregoing, to prevent or compel arbitration to perform,
correct, vacate or otherwise enforce an arbitration award, shall be filed
under seal with the court, to the extent permitted by law.
 
6.   BENEFIT AND BINDING EFFECT
 
     This Agreement shall inure to the benefit of and be binding upon the
Company, its successors and assigns, including but not limited to any
corporation, person or other entity which may acquire all or substantially all
of the assets and business of the Company or any corporation with or into
which the Company may be consolidated or merged and the Employee, his heirs,
executors, administrators and legal representatives, provided that the
obligations of the Employee hereunder may not be delegated.
 
7.   OTHER AGREEMENTS
 
     In the event the Company shall elect to insure all or part of its health
and long-term disability benefits, the Employee shall submit to such
reasonable physical examination as the Company may request.
 
     Provided that the Company duly performs all of its obligations (if any)
arising by virtue of this Agreement, the Employee will not publicly disparage
the Company or its officers, directors, employees or agents and will refrain
from any action which would reasonably be expected to cause material adverse
public relations or embarrassment to the Company or to any of such persons.
The preceding sentence shall not apply to disclosures required by applicable
law, regulation or order of a court or governmental agency.
 
     The Company may withhold from any amounts payable under this Agreement
all federal, state, local and foreign taxes as may be required to be withheld
pursuant to any applicable law or regulation.
 
8.   NOTICES
 
     All notices or other communications relating to this Agreement shall be
in writing and delivered personally or sent by registered or certified mail,
postage prepaid and return receipt requested, to the party concerned at the
address set forth below:
 
     If to the Company, to:   Southwest Gas Corporation
                              5241 Spring Mountain Road
                              Las Vegas, Nevada 89101
                              Attn: General Counsel
 
                                       7<PAGE>
<PAGE>
 
If to the Employee, to:  [Employee's Name]
 
     Either party may change the address to which notices are to be sent to it
by giving 10 days written notice of such change of address to the other party
in the manner provided above for giving notice.  Notices will be considered
delivered on the date of personal delivery or on the date of deposit in the
United States mail in the manner provided for giving notice by mail.
 
9.   PARACHUTE PAYMENTS
 
     (a)  In the event that any payment or distribution by the Company to or
          for the benefit of the Employee (whether paid or payable or
          distributed or distributable pursuant to the terms of this Agreement
          or otherwise, but determined without regard to any additional
          payments under this Section 9(a)) (a "PAYMENT") is determined to be
          subject to the excise tax imposed by Section 4999 of the Internal
          Revenue Code of 1986, as amended (the "CODE"), or any interest or
          penalties are incurred by the Employee with respect to such excise
          tax (such excise tax, together with any such interest and penalties,
          are hereinafter collectively referred to as the "EXCISE TAX"), then
          the Company shall pay to the Employee an additional payment (a
          "GROSS-UP PAYMENT") in an amount such that after payment by the
          Employee of all taxes (including any interest or penalties imposed
          with respect to such taxes), including, without limitation, any
          income taxes (and any interest and penalties imposed with respect
          thereto) and Excise Tax imposed upon the Gross-Up Payment, the
          Employee retains an amount of the Gross-Up Payment equal to the
          Excise Tax imposed upon the Payments.
 
     (b)  Subject to the provisions of Section 9(c), all determinations
          required to be made under this Section 9, including whether and when
          a Gross-Up Payment is required and the amount of such Gross-Up
          Payment and the assumptions to be utilized in arriving at such
          determination, shall be made by a nationally recognized certified
          public accounting firm which is satisfactory to the Company (the
          "ACCOUNTING FIRM"), which shall provide detailed supporting
          calculations both to the Company and the Employee within 15 business
          days after such determinations are requested by the Employee or the
          Company.  All fees and expenses of the Accounting Firm shall be
          borne solely by the Company.  Any Gross-Up Payment, as determined
          pursuant to this Section 9(b), shall be paid by the Company to the
          Employee within five days after the Company's receipt of the
          Accounting Firm's determination.  As a result of the uncertainty in
          the application of Section 4999 of the Code at the time of the
          initial determination by the Accounting Firm hereunder, it is
          possible that Gross-Up Payments which will not have been made by the
          Company should have been made ("UNDERPAYMENT"), consistent with the
          calculations required to be made hereunder.  In the event that the
          Company exhausts its remedies pursuant to Section 9(c) and the
          Employee thereafter is required to make a payment of any Excise Tax,
          the Accounting Firm shall determine the amount of the Underpayment
 
                                       8<PAGE>
<PAGE>
 
          that has occurred and any such Underpayment shall be promptly paid
          by the Company to or for the benefit of the Employee.
 
     (c)  The Employee shall notify the Company in writing of any claim by the
          Internal Revenue Service that, if successful, would require the
          payment by the Company of a Gross-Up Payment.  Such notification
          shall be given as soon as practicable but no later than ten business
          days after the Employee is informed in writing of such claim and
          shall apprise the Company of the nature of such claim, and the date
          on which such claim is requested to be paid.  The Employee shall not
          pay such claim prior to the expiration of the 30-day period
          following the date on which it gives such notice to the Company (or
          such shorter period ending on the date that any payment of taxes
          with respect to such claim is due).  If the Company notifies the
          Employee in writing prior to the expiration of such period that it
          desires to contest such claim, the Employee shall:
 
          (i)   give the Company any information reasonably requested by the
                Company relating to such claim,
 
          (ii)  take such action in connection with contesting such claim as
                the Company shall reasonably request in writing from time to
                time, including, without limitation, accepting legal
                representation with respect to such claim by an attorney
                reasonably selected by the Company,
 
          (iii) cooperate with the Company in good faith in order to
                contest such claim effectively, and
 
          (iv)  permit the Company to participate in any proceedings relating
                to such claim;
 
          provided, however, that the Company shall bear and pay directly all
          costs and expenses (including additional interest and penalties)
          incurred in connection with such contest and shall indemnify and
          hold the Employee harmless, on an after-tax basis, for any Excise
          Tax or income tax (including interest and penalties with respect
          thereto) imposed as a result of such representation and payment of
          costs and expenses.  Without limitation on the foregoing provisions
          of this Section 9(c), the Company shall control all proceedings
          taken in connection with such contest and, at its sole option, may
          pursue or forgo any and all administrative appeals, proceedings,
          hearings and conferences with the taxing authority in respect of
          such claim and may, at its sole option, either direct the Employee
          to pay the tax claimed and sue for a refund or contest the claim in
          any permissible manner, and the Employee agrees to prosecute such
          contest to a determination before any administrative tribunal, in a
          court of initial jurisdiction and in one or more appellate courts,
          as the Company shall determine; provided, however, that if the
          Company directs the Employee to pay such claim and sue for a refund,
          the Company shall advance the amount of such payment to the
 
                                       9<PAGE>
<PAGE>
 
          Employee, on an interest-free basis and shall indemnify and hold the
          Employee harmless, on an after-tax basis, from any Excise Tax or
          income tax (including interest or penalties with respect thereto)
          imposed with respect to such advance or with respect to any imputed
          income with respect to such advance; and further provided that any
          extension of the statute of limitations relating to payment of taxes
          for the taxable year of the Employee with respect to which such
          contested amount is claimed to be due is limited solely to such
          contested amount.  Furthermore, the Company's control of the contest
          shall be limited to issues with respect to which a Gross-Up Payment
          would be payable hereunder and the Employee shall be entitled to
          settle or contest, as the case may be, any other issue raised by the
          Internal Revenue Service or any other taxing authority.
 
     (d)  If, after the receipt by the Employee of an amount advanced by the
          Company pursuant to Section 9(c) the Employee becomes entitled to
          receive any refund with respect to such claim, or if the actual
          amount of the Excise Tax is less than the amount of the Gross-Up
          Payment, the Employee shall (subject to the Company's complying with
          the requirements of Section 9(c)) promptly pay to the Company the
          amount of such refund (together with any interest paid or credited
          thereon after taxes applicable thereto) or the amount of such
          difference.  If, after the receipt by the Employee of an amount
          advanced by the Company pursuant to Section 9(c), a determination is
          made that the Employee shall not be entitled to any refund with
          respect to such claim and the Company does not notify the Employee
          in writing of its intent to contest such denial of refund prior to
          the expiration of 30 days after such determination, then such
          advance shall be forgiven and shall not be required to be repaid and
          the amount of such advance shall offset, to the extent thereof, the
          amount of Gross-Up Payment required to be paid.
10.  ENTIRE AGREEMENT
 
     The entire understanding and agreement between the parties has been
incorporated into this Agreement, and this Agreement supersedes all other
agreements, negotiations, and understandings between the Employee and the
Company with respect to the Employee's rights in the event of a change in
control of the Company (including any prior change in control agreements
between the Employee and the Company).  This Agreement may not be amended
orally, but only by an agreement in writing signed by both parties.
 
11.  GOVERNING LAW
 
     This Agreement shall be governed by and interpreted in accordance with
the laws of the State of Nevada.  It is intended by the parties that this
Agreement be interpreted in accordance with its fair and simple meaning, not
for or against either party, and neither party shall be deemed to be the
drafter of this Agreement.
 
     Prior to a Change in Control, nothing in this Agreement shall confer upon
the Employee any right to continue in the employ or other service of the
 
                                       10<PAGE>
<PAGE>
 
Company or constitute any contract or agreement of employment or service, nor
shall interfere in any way with the right of the Company to change Employee's
compensation or other benefits or to terminate the employment of the Employee,
with or without cause; and, following a Change in Control, the Employee's only
rights under this Agreement shall be to receive those benefits provided for in
Section 4(c) following a termination described in Section 4(a).
 
12.  CAPTIONS; COUNTERPARTS
 
     The section headings and captions included herein are for convenience and
shall not constitute a part of this Agreement.
 
     This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
shall together constitute one and the same Agreement.
 
13.  FUNDING OF CERTAIN SEVERANCE BENEFITS
 
     The method of providing funding for the amounts payable under Section
4(c)(v) shall be by way of a Rabbi Trust.  Such trust shall be established by
the Company upon a Change in Control with either (i) a major bank located in a
major city of the United States or (ii) any other party located in a major
city of the United States that may be granted corporate trustee powers under
state law, in favor of the Employee.  Such trust shall not be revocable and
shall continue until such trust is terminated in accordance with the
termination provisions set forth in the Trust Agreement described in Section
4(c)(v).
 
14.  SEVERABILITY
 
     If any portion or provision of this Agreement is determined by
arbitration or by a court of competent jurisdiction to be invalid, illegal or
unenforceable, the remaining portions or provisions hereof shall not be
affected.
                                       11<PAGE>
<PAGE>
 
     IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto as of the date first written above.
 
 
                              SOUTHWEST GAS CORPORATION
 
 
 
                              By:
                                  Michael O. Maffie
                              Its: President and Chief Executive Officer
 
 
                              THE EMPLOYEE
 
                              
                              
                              [Employee]
 
                                       12

 

 

 

 
                                                                    EXHIBIT 10.2
                                  AMENDMENT TO
                                    AGREEMENT
 
 
         THIS AMENDMENT TO AGREEMENT was entered into as of May 10, 2000 between
SOUTHWEST GAS CORPORATION, a California corporation (the "Company"), and
_____________ (the "Employee") with reference to the following facts:
 
         A. The Company and Employee have previously entered into an Agreement
dated as of July 1, 1998 (the "Agreement").
 
         B. The Company and the Employee have determined that it is in the best
interests of both parties to amend the Agreement as set forth below.
 
         NOW, THEREFORE, the parties agree:
 
         1. Section 1 of the Agreement is amended by deleting Definition
(d) contained therein, which reads:
 
         (d)      "Cause" shall mean (i) any material breach by the Employee of
                  his material duties and obligations as an employee of the
                  Company (as such duties and obligations may be assigned by the
                  Board or by the President and CEO of the Company) which is not
                  cured within 60 days after written notice of such breach by
                  the Company to the Employee, (ii) conviction of the Employee
                  of a felony or crime involving moral turpitude (meaning a
                  crime that necessarily includes the commission of an act of
                  gross depravity, dishonesty or bad morals), or (iii) any acts
                  or willful malfeasance or gross negligence in a matter of
                  material importance to the Company.
 
         2.       Section 1 of the Agreement is further amended by adding a new
Definition (d), which reads:
 
         (d)      "Cause" shall mean (i) a material act of theft,
                  misappropriation, or conversion of corporate funds committed
                  by the Employee, or (ii) an Employee's demonstrably willful,
                  deliberate and continued failure to follow reasonable
                  directives of the Board or the President and CEO which are
                  within Employee's ability to perform.
 
         3. Section 4(a) of the Agreement is amended by adding the following
paragraphs to the existing text:
 
         Notwithstanding the foregoing, for the 24-month period following a
Change in Control as defined in Section 4 herein, Employee shall not be deemed
to have been terminated for Cause unless and until: (1) there shall have been
 
<PAGE>
 
delivered to Employee a copy of a resolution duly adopted by the Board in good
faith at a meeting of the Board called and held for such purpose (after
reasonable notice to Employee and an opportunity for Employee, together with his
counsel, to be heard before the Board), finding that Employee was guilty of
conduct set forth above and specifying the particulars thereof in reasonable
detail; and (2) if Employee contests such finding (or a conclusion that he has
failed to timely cure the performance in response thereto), the arbitrator, by
final determination in an arbitration proceeding pursuant to Section 5 hereof,
has concluded that Employee's conduct met the standard for termination for Cause
above and that the Board conduct met the standards of good faith and satisfied
the procedural and substantive conditions of this Definition (d) (collectively,
the "Necessary Findings"). Employee's costs of the arbitration shall be advanced
by the Company and shall be repaid to the Company if the arbitrator makes the
Necessary Findings.
 
         If within sixty (60) days after receipt by Employee of the resolution
referred to in the preceding paragraph, Employee notifies the Company that a
dispute exists concerning the termination, the termination date of Employee
shall be the date as finally determined by mutual written agreement of the
parties or by a final and binding arbitration award. During the period until the
dispute is finally resolved, Company will continue to pay Employee his full
compensation in effect when the notice giving rise to the dispute was given
(including, but not limited to, base salary) and continue Employee as a
participant in all compensation, employee benefit, health and welfare and
insurance plans, programs, arrangements and perquisites in which Employee was
participating or to which he was entitled when the notice giving rise to the
dispute was given, until the dispute is finally resolved. Amounts paid under
this Section shall be repaid to the Company or be offset against or reduce any
other amounts due Employee under this Agreement, if appropriate, only upon the
final resolution of the dispute.
 
         4. Section 5 of the Agreement is amended by deleting the following
paragraphs contained therein:
 
         In the event that, following a Change in Control, the Company
terminates the Employee by reason of his Permanent Disability or for Cause and
the Employee disputes the accuracy of the assertion of Permanent Disability or
Cause, or in the event that, following a Change in Control, the Employee
terminates his employment for Good Reason and the Company disputes the accuracy
of such assertion of Good Reason, or in the event either party disputes the
occurrence of a Change in Control, such dispute shall be resolved through final
and binding arbitration in Clark County, Nevada in accordance with the then
current commercial arbitration rules of the American Arbitration Association
("Association") or its successor, provided the Employee or the Company files a
written demand for arbitration at a regional office of the Association within 30
calendar days following the date the Employee notifies the Company that he
disputes the accuracy of the assertion of Permanent Disability or Cause or
Change in Control, or the Company notifies the Employee that it disputes the
accuracy of the assertion of Good Reason or Change in Control. In no event shall
a demand for arbitration be made after the date when institution of legal or
 
 
                                        2
<PAGE>
 
equitable proceedings based on the dispute in question would be barred by any
applicable statute of limitations. In the event the Arbitrator finds that a
Change in Control has occurred and the termination by the Company was not for
Permanent Disability or not for Cause or that the termination by the Employee
was for Good Reason, the Employee shall not be entitled to reinstatement, but
shall be entitled to the appropriate benefits under Section 4 and payment of his
reasonable legal expenses in such arbitration. Any reasonableness of costs and
expenses shall be determined by the arbitrator.
 
         Should the employee at any time bring suit against the Company for
breach of this Agreement (not including any matter required to be submitted to
arbitration pursuant to the foregoing provisions of this Section 5) and obtain
judgment in his favor, the Company shall pay his reasonable legal expenses and
costs of suit. The provisions of this Section 5 shall in no way limit the right
of any party to exercise self-help remedies or to obtain provisional or
ancillary relief from a court of competent jurisdiction before, after, or during
the pendency of any arbitration proceeding. The exercise of such remedy shall
not waive the right of any party to resort to arbitration. The parties each
acknowledge and agree that to any extent any legal proceeding other than
arbitration is permitted in this Section 5, the superior Court of the State of
Nevada in and for Clark County, and the associated federal and appellate courts,
shall have exclusive jurisdiction over such legal proceedings.
 
         5. Section 5 of the Agreement is further amended by adding the
following paragraph which replaces the paragraphs deleted from Section 5:
 
         Any dispute, controversy or claim arising out of or in respect to this
Agreement (or its validity, interpretation or enforcement), the employment
relationship, or the subject matter hereof must be submitted to and settled by
arbitration conducted before a single arbitrator (chosen from a list of
arbitrators provided by the American Arbitration Association with each party
hereto taking alternate strikes and the remaining arbitrator hearing the
dispute). The arbitration will be conducted in Clark County, Nevada in
accordance with the then current rules of the American Arbitration Association
or its successor. The arbitration of such issues, including the determination of
any amount of damages suffered, will be final and binding upon the parties to
the maximum extent permitted by law. The arbitrator in such action will not be
authorized to change or modify any provision of the Agreement. Judgment upon the
award rendered by the arbitrator may be entered by any court having jurisdiction
thereof. The arbitrator will award reasonable legal fees and expenses (including
arbitration costs) to the prevailing party upon application therefor. The
parties consent to the jurisdiction of the Supreme Court of the State of Nevada
and of the U.S. District Court for the District of Nevada for all purposes in
connection with arbitration, including the entry of judgment of any award.
 
 
                                        3
<PAGE>
 
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment to the
Agreement as of the date first above written.
 
                            SOUTHWEST GAS CORPORATION
 
 
 
                                       By:
                                Michael O. Maffie
                                    Its: President and Chief Executive Officer
 
 
 
 
                                    EMPLOYEE
 
 
                                    -------------------------------------
                                   [Employee]
 
 
                                        4
 

 

 

 

EX-10 4 exhibit10.htm EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS

EXHIBIT 10

 

SIGNIFICANT TERMS OF EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS BY INDIVIDUAL OFFICER

(The form of agreements was filed as an exhibit to the Form 10-Q for the period ended September 30, 2000. The list filed as part of that exhibit has been updated to include the two following Officers.)

 

 

 

Minimum

 

Incentive

 

Additional

 

Severance

 

Change in control

 

 

annual

 

compensation

 

SERP

 

benefits

 

lump-sum

 

 

base salary


 

percentage


 

points


 

maximum months


 

salary benefit


 

Jeffrey W. Shaw

$ 170,000

 

75%

 

10 points

 

18 months

 

24 months

 

Thomas R. Sheets

$ 198,000

 

75%

 

10 points

 

18 months

 

24 months

 

 

 

 

 

Item 1.01     Entry into a Material Definitive Agreement.

On September 21, 2004, Southwest Gas Corporation (the “Company”) entered into Employment and Change in Control Agreements with several senior officers, including the Company’s Chief Executive Officer. The forms of the agreements were previously filed as exhibits to the Form 10-Q for the period ended September 30, 2000. Key terms of the new agreements are shown below.

 

 


Minimum
annual
base salary


Incentive
compensation
percentage


Additional
SERP
points


Severance
benefits
maximum months


Change in control
lump-sum
salary benefit


Jeffrey W. Shaw

 

 

 

$ 465,000

 

 

115%

 

15 points

 

 

36 months

 

 

36 months

 

 

James P. Kane

 

 

 

$ 322,000

 

 

100%

 

10 points

 

 

18 months

 

 

30 months

 

 

Thomas J Armstrong

 

 

 

$ 205,000

 

 

75%

 

10 points

 

 

18 months

 

 

24 months

 

 

Edward A. Janov

 

 

 

$ 182,000

 

 

75%

 

10 points

 

 

18 months

 

 

24 months

 

 

Christina A. Palacios

 

 

 

$ 194,000

 

 

75%

 

10 points

 

 

18 months

 

 

24 months

 

 

 

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 






Date:  September 22, 2004

SOUTHWEST GAS CORPORATION



/s/ GEORGE C. BIEHL


George C. Biehl
Executive Vice President/Chief Financial Officer and
Corporate Secretary

 

 

 

 

 

 

 

 

Item 1.01

Entry into a Material Definitive Agreement.

 

On August 1, 2006, Southwest Gas Corporation (the "Company") amended the terms of its Employment and Change in Control Agreements with several senior officers, including its Chief Executive Officer, when the Company approved compensation increases for those officers. The forms of the agreements were previously filed as exhibits to the Form 10-Q for the period ended September 30, 2000. Key terms of the new agreements are shown below.

 

 

 

Minimum

 

 

Annual

 

 

Base Salary

 

 

 

Jeffrey W. Shaw

Chief Executive Officer

$ 550,000

James P. Kane

President

$ 368,000

George C. Biehl

Executive Vice President/

 

 

Chief Financial Officer & Corporate Secretary

$ 346,000

Thomas R. Sheets

Senior Vice President/General Counsel

$ 259,000

Dudley J. Sondeno

Senior Vice President/Chief Knowledge and

 

 

Technology Officer

$ 255,000

 

 

 


 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

SOUTHWEST GAS CORPORATION

 

 

 

 

 

 

 

 

Date: August 4, 2006

/s/ ROY R. CENTRELLA

 

Roy R. Centrella

 

Vice President/Controller and

 

Chief Accounting Officer