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SOUTHWEST GAS CORPORATION
SUPPLEMENTAL RETIREMENT PLAN
Effective October 7, 1980
Amended March 1, 1986
Amended December 7, 1987
Amended and Restated Effective January 1, 1989
Amended January 1, 1990
Amended and Restated Effective March 5, 1991
Amended and Restated Effective March 2, 1993
Amended and Restated Effective May 10, 1994
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SOUTHWEST GAS CORPORATION
SUPPLEMENTAL RETIREMENT PLAN
PURPOSE
The principal objective of this Supplemental Retirement Plan (Plan) is to ensure
that a competitive level of retirement income is paid in order to attract,
retain, and motivate officers of the Company. The Plan is designed to provide a
benefit which, when added to an officer's other retirement income, will meet
that objective. All elected officers of the Company are Participants in the
Plan, subject to meeting the eligibility requirements for retirement under the
Plan.
The Plan is also designed to eliminate reductions in benefits under the Basic
Plan for those employees who have participated in the Company's Executive
Deferral Plan and do not qualify for the full scope of benefits under the Plan.
The original Plan was effective on October 7, 1980, and as restated or amended,
is effective with respect to each Participant starting on the effective date of
election to officer status or selection for Executive Deferral Plan
participation by the Board of Directors of Southwest Gas Corporation.
I. DEFINITION AND CONSTRUCTION OF TERMS
1.1 Definitions. For purposes of the Plan, the following words and
phrases will have the meanings stated below unless a different
meaning is clearly required by the context. In the event there
is a conflict in the meaning of any defined terms used in this
Plan because of the reference to the Basic Plan, the definition
contained in the Basic Plan shall prevail.
(1) "Affiliate" means any corporation, partnership, or other
organization which, during any period of a Participant's
employment, was at least 50 percent controlled by the
Company or an affiliate of the Company.
(2) "Average Earnings" means the 12-month average of the highest
consecutive 36-months of Earnings with the Company.
(3) "Basic Plan" means the defined benefit plans of Southwest
Gas Corporation and/or PriMerit Bank.
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(4) "Basic Plan Benefits" means the amount of benefit payable
from the Basic Plan to a Participant as if the form of a
straight life annuity was selected by the Participant.
(5) "Board of Directors" means the Board of Directors of
Southwest Gas Corporation.
(6) "Committee" means the Nominating and Compensation Committee
of the Board of Directors, to which the Board of Directors
has given the authority to administer this Plan.
(7) "Company" means Southwest Gas Corporation and such of its
Affiliates as the Board of Directors may select to become
parties to the Plan.
(8) "Continuous Service" means a Participant's Continuous
Service with the Company, as defined in the Basic Plan.
(9) "Earnings" means the yearly compensation paid to a
Participant, including salary deferrals, but excluding
bonuses, commissions, overtime, and nonmonetary awards for
employment services to the Company.
(10) "Eligible Spouse" means the surviving spouse of a
Participant as defined in the Basic Plan.
(11) "Participant" means an officer, including a Senior Officer,
of the Company and any participant in the Company's
Executive Deferral Plan.
(12) "Plan" means the Company's Supplemental Retirement Plan.
(13) "Retirement" means the termination of a Participant's
employment with the Company under the provisions of Sections
II and VI.
(14) "Senior Officer" means an officer of the Company with the
title "Senior Vice President" or above.
1.2 Construction of Terms. The masculine gender appearing in the
Plan will be deemed to include the feminine gender, and the
singular may include the plural, unless the context clearly
indicates the contrary.
II. ELIGIBILITY FOR PARTICIPATION AND BENEFITS
2.1 An individual shall become a Participant in the Plan as of the
effective date of his election by the Board of Directors as an
officer of the Company or the effective date of his selection to
participate in the Company's Executive Deferral Plan.
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2.2 A Participant with 20 or more years of Continuous Service with
the Company is eligible to retire and receive benefits under the
Plan after attaining age 55.
2.3 A Senior Officer with 10 or more years of Continuous Service with
the Company is eligible to retire and receive a benefit under
this Plan after attaining age 65.
2.4 A Participant who is vested under the Basic Plan, but who fails
to satisfy the requirements of Sections 2.2 or 2.3 of this
Section, is eligible to receive benefits only under the
provisions of Section 3.3 of the Plan.
2.5 Anything herein to the contrary notwithstanding, if a Participant
who is receiving, or may be entitled to receive, a benefit
hereunder engages in competition with the Company (without the
Committee's prior authorization in writing), or is discharged for
cause, or performs acts of willful malfeasance or gross
negligence in a matter of material importance to the Company,
payments thereafter payable hereunder to such Participant or such
Participant's Eligible Spouse will, at the Board of Directors'
discretion, be forfeited and the Company will have no further
obligation to such Participant or Eligible Spouse.
III. AMOUNT AND FORM OF RETIREMENT BENEFIT
3.1 The annual retirement benefit payable will be 50 percent (60
percent for Senior Officers) of the Participant's Average
Earnings with the Company, less any Basic Plan Benefits payable
under the Basic Plan.
3.2 If a Participant qualifies for benefits under Section 2.2 of the
Plan and retires before age 60, the benefits he receives under
the provisions of Section 3.1 of this Section will be reduced in
the same manner as the benefits under the Basic Plan are adjusted
for early retirement.
3.3 The annual retirement benefit payable to a Participant who only
satisfies the provisions of Section 2.4 of the Plan will be the
benefit payable under the Basic Plan as if Effective Earnings, as
defined in the Basic Plan, includes compensation deferred under
the Company's Executive Deferral Plan (but not any incentive or
bonus award) and without regard to any statutory limitation on
the compensation that can be considered under the Basic Plan,
less any benefit payable under the Basic Plan.
3.4 The benefits determined under this Plan will be payable in the
form of a straight life annuity except as Section V otherwise
provides.
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IV. PAYMENT OF RETIREMENT BENEFITS
4.1 One-twelfth of the annual benefit determined in accordance with
Section III will be payable beginning on the first day of the
month following the date the Participant is eligible to retire
and has retired. Benefits will continue to be paid on the first
day of each succeeding month. The last benefit payment will be
paid on the first day of the month in which the retired
Participant dies unless otherwise provided in accordance with
Section V of the Plan.
V. DEATH BENEFITS PAYABLE
5.1 If a Participant should die before retirement and after becoming
eligible for retirement as provided for in Sections 2.2 and 2.3
of the Plan, the Eligible Spouse will receive a benefit equal to
50 percent of the amount of the Participant's benefit under the
Plan, determined in accordance with Section III as if the
Participant had retired and begun receiving a benefit in
accordance with Section IV of the Plan on the first of the month
before the date of his death.
5.2 If a Participant should die after retirement benefits under
Section 3.1 of the Plan have begun, the Participant's Eligible
Spouse will receive a benefit equal to 50 percent of the benefit
the Participant was receiving under the Plan.
5.3 If a Participant should die before becoming eligible for
retirement as provided for in Sections 2.2 and 2.3 of the Plan,
any benefits available to the Eligible Spouse under the Basic
Plan will be determined using Effective Earnings as defined in
Section 3.3 of the Plan.
5.4 If a disabled Participant should die while receiving benefits in
accordance with Section VI of the Plan, such Participant's
Eligible Spouse will receive a benefit equal to 50 percent of the
benefit the Participant was receiving under the Plan.
5.5 If an Eligible Spouse is under age 50 and is more than 5 years
younger than the Participant, the Eligible Spouse's benefit
described in this section, except as provided for in Section 5.3
of this Section, will be reduced by 2 percent for each year over
5 by which such Eligible Spouse is younger than the Participant.
5.6 Eligible Spouse's benefits described herein will commence on the
first day of the month following the Participant's death and
continue on the first of each succeeding month, ending on the
first day of the month in which the Eligible Spouse dies. No
benefits under this Plan will be payable thereafter.
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5.7 If, on the date of his death, a Participant has no Eligible
Spouse, no further benefits are payable under this Plan.
VI. DISABILITY BENEFITS PAYABLE
6.1 Notwithstanding the provisions of Sections 2.2 or 2.3 of the
Plan, if the Committee determines that a Participant has become
totally disabled before attaining age 65, the Participant shall
be entitled to retire and receive a benefit under this Plan.
6.2 The annual disability benefit will be 50 percent (60 percent for
Senior Officers) of the Participant's Average Earnings with the
Company, less any benefits payable under the Company's salary
continuation and long-term disability plans, and any Basic Plan
Benefits payable under the Basic Plan.
6.3 Disability benefits will be payable on the same basis as
retirement benefits under Section IV of the Plan. The last
payment will occur on the first of the month during which the
disabled Participant either recovers, as determined solely by the
Committee, or dies.
6.4 If a disabled Participant dies, a benefit will be paid to the
Eligible Spouse as provided in Section 5.4 of the Plan.
6.5 The Committee may require, no more frequently than once in any
calendar year, that a disabled Participant submit medical
evidence of disability satisfactory to the Committee. The
Committee will have sole discretion to discontinue a disability
benefit after considering such evidence or lack thereof.
6.6 If a Participant is determined to no longer be disabled, the
period of time he was disabled will be added to his Continuous
Service with the Company for the purposes of determining further
eligibility for benefits under the Plan.
VII. RIGHTS IN THE EVENT OF TERMINATION, SUSPENSION OR AMENDMENT
7.1 The Board of Directors may, at its sole discretion, terminate,
suspend, or amend this Plan or by resolution reduce the
eligibility requirements or increase the benefits for an
individual Participant at any time or from time to time, in whole
or in part. However, no termination, amendment or suspension of
the Plan will affect or reduce the rights and benefits of the
officers previously selected by the Board of Directors as
Participants in the Plan, their Eligible Spouses' rights to
receive death benefits in accordance with this Plan, or a retired
Participant's right or the right of an Eligible Spouse to
continue to receive a benefit in accordance with this Plan (as in
effect on the date such Participant began to receive a benefit
under this Plan).
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VIII. DUTIES AND RESPONSIBILITIES OF THE COMMITTEE
8.1 The Committee shall administer the Plan and shall construe the
Plan and determine all factual and nonfactual questions of
interpretation or policy in a manner not inconsistent with this
Plan. The Committee's construction or determination shall be
final and binding on all parties. The Committee may correct any
defect, supply any omission, or reconcile any inconsistency in
the Plan's language. The Committee shall have all powers
necessary or appropriate to accomplish the Committee's duties
under this Plan.
The Committee's duties shall include duties allocated to it in
the Plan and additional duties that include, but are not limited
to, the following:
(a) To determine all factual and nonfactual questions relating
to the eligibility of Employees to participate in or remain
a Participant hereunder, and whether an Employee, Eligible
Spouse, or Participant is eligible for, and the amount of,
Plan benefits;
(b) To direct the Company with respect to the benefits to which
any Participant shall be entitled hereunder;
(c) To authorize the Company to administer all disbursements
under the Plan;
(d) To maintain all the necessary records for the administration
of the Plan, except those maintained by the Company;
(e) To interpret the provisions of the Plan and make such rules
and regulations as the Committee deems necessary to
administer the Plan;
(f) To establish and administer a claims procedure;
(g) To advise, counsel and assist any Participant regarding any
rights, benefits or elections available under the Plan; and
(h) To furnish to each Participant, to each Eligible Spouse,
such information, notices and reports as may be required by
law.
IX. BENEFIT CLAIMS PROCEDURE
9.1 Any claim for benefits under the Plan shall be made in writing to
the Committee. If such claim for benefits is wholly or partially
denied, the Committee shall, within ninety (90) days after
receipt of the claim, notify the Participant or Eligible Spouse
of the denial of the claim. Such notice of denial (a) shall be
in writing, (b) shall be written in a manner calculated to be
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understood by the Participant or Eligible Spouse, and (c) shall
contain (1) the specific reason or reasons for denial of the
claim, (2) a specific reference to the pertinent Plan provisions
upon which the denial is based, (3) a description of any
additional material or information necessary to perfect the
claim, along with an explanation of why such material or
information is necessary, and (4) an explanation of the claim
review procedure. The ninety day period may, under special
circumstances, be extended up to an additional ninety days upon
written notice of such extension to the claimant which notice
shall specify the extraordinary circumstances and the extended
date of the decision. Notice of extension must be given prior to
expiration of the initial ninety day period. If no notice of
decision is given within the periods specified above, the claim
shall, on the last day of the notice period, be deemed to have
been denied and the Participant may file a request for review as
provided in the next paragraph.
9.2 Within sixty (60) days after the receipt of the decision denying
a claim (or the occurrence of the date that a claim is deemed
denied) by the Participant or Eligible Spouse the Participant or
Eligible Spouse may file a written request with the Committee
that it conduct a full and fair review of the denial of the claim
for benefits. The claimant or his duly authorized representative
may review pertinent documents and submit issues and comments in
writing to the Committee in connection with the review.
9.3 The Committee shall deliver to the Participant or Eligible Spouse
a written decision on the review of the denial within sixty (60)
days after the receipt of the aforesaid request for review,
except that if there are special circumstances (such as the need
to hold a hearing, if necessary) which require an extension of
time for processing, the aforesaid sixty (60) day period shall,
upon written notice to the Participant or Eligible Spouse be
extended an additional sixty (60) days. Such decision shall (a)
be written in a manner calculated to be understood by the
Participant or Eligible Spouse, (b) include the specific reason
or reasons for the decision, and (c) contain a specific reference
to the pertinent Plan provisions upon which the decision is
based. If the decision on review is not delivered to the
Participant or Eligible Spouse within the periods specified, the
claim shall be considered denied on the last day of the review
period.
9.4 Upon a Participant or Eligible Spouse filing a claim the
Committee shall notify the party filing of the claim and review
procedure including the time periods involved.
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X. MISCELLANEOUS
10.1 Nothing contained herein will confer on any Participant the right
to be retained in the service of the Company, nor will it
interfere with the Company's right to discharge or otherwise deal
with the Company's right to discharge or otherwise deal with
Participants without regard to the Plan's existence.
10.2 This Plan is unfunded and the Company will make Plan benefit
payments solely on a current disbursement basis.
10.3 To the maximum extent permitted by law, no interest or benefit
under this Plan shall be assignable or subject in any manner to
alienation, sale, transfer, claims of creditors, pledge,
attachment or encumbrances of any kind.
10.4 Each Participant will receive a copy of this Plan and the
Committee will make available for any Participant's inspection a
copy of the rules and regulations the Committee uses in
administering the Plan.
10.5 This Plan is established under, and will be construed according
to, the laws of the State of Nevada.
IN WITNESS WHEREOF, Southwest Gas Corporation has caused this Plan to be
executed this 13th day of May, 1994.
SOUTHWEST GAS CORPORATION
By /s/ Michael O. Maffie
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Its President/Chief Executive Officer
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