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AMENDED AND RESTATED DECLARATION OF TRUST

SOUTHWEST GAS CAPITAL I

Dated as of October 26, 1995

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Exhibit 4.06
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TABLE OF CONTENTS

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ARTICLE I
Interpretation and Definitions . . . . . . . . . . . 2
Section 1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE II
Trust Indenture Act . . . . . . . . . . . . . . 9
Section 2.1 Trust Indenture Act; Application . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.2 Lists of Holders of Trust Securities . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.3 Reports by the Property Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 2.4 Periodic Reports to Property Trustee . . . . . . . . . . . . . . . . . . . . . . . 10
Section 2.5 Evidence of Compliance with Conditions Precedent . . . . . . . . . . . . . . . . . 10
Section 2.6 Events of Default; Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 2.7 Event of Default; Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE III
Organization . . . . . . . . . . . . . . . . 13
Section 3.1 Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.2 Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.3 Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.4 Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.5 Title to Property of the Trust . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 3.6 Powers and Duties of the Regular Trustees . . . . . . . . . . . . . . . . . . . . . 14
Section 3.7 Prohibition of Actions by the Trust and the Trustees . . . . . . . . . . . . . . . 17
Section 3.8 Powers and Duties of the Property Trustee . . . . . . . . . . . . . . . . . . . . . 18
Section 3.9 Certain Duties and Responsibilities of the Property Trustee . . . . . . . . . . . . 20
Section 3.10 Certain Rights of Property Trustee . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 3.11 Delaware Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 3.12 Execution of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 3.13 Not Responsible for Recitals or Issuance of Trust Securities . . . . . . . . . . . 26
Section 3.14 Duration of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 3.15 Mergers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

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ARTICLE IV
Sponsor . . . . . . . . . . . . . . . . . 28
Section 4.1 Sponsor's Purchase of Common Securities . . . . . . . . . . . . . . . . . . . . . . 28
Section 4.2 Responsibilities of the Sponsor . . . . . . . . . . . . . . . . . . . . . . . . . . 28

ARTICLE V
Trustees . . . . . . . . . . . . . . . . . 29
Section 5.1 Number of Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 5.2 Delaware Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 5.3 Property Trustee; Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 5.4 Qualifications of Regular Trustees and Delaware Trustee Generally . . . . . . . . . 30
Section 5.5 Initial Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 5.6 Appointment, Removal and Resignation of Trustees . . . . . . . . . . . . . . . . . 31
Section 5.7 Vacancies among Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 5.8 Effect of Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 5.9 Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 5.10 Delegation of Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

ARTICLE VI
Distributions . . . . . . . . . . . . . . . 34
Section 6.1 Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

ARTICLE VII
Issuance of Trust Securities . . . . . . . . . . . . 35
Section 7.1 General Provisions Regarding Trust Securities . . . . . . . . . . . . . . . . . . . 35

ARTICLE VIII
Termination . . . . . . . . . . . . . . . . 36
Section 8.1 Termination of Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

ARTICLE IX
Transfer of Interest . . . . . . . . . . . . . . 37
Section 9.1 Transfer of Trust Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 9.2 Transfer of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 9.3 Deemed Trust Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 9.4 Book Entry Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 9.5 Notices to Depositary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 9.6 Appointment of Successor Depositary . . . . . . . . . . . . . . . . . . . . . . . . 39

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Section 9.7 Definitive Preferred Security Certificates . . . . . . . . . . . . . . . . . . . . 39
Section 9.8 Mutilated, Destroyed, Lost or Stolen Certificates . . . . . . . . . . . . . . . . . 40

ARTICLE X
Limitation of Liability of Holders
of Trust Securities, Trustees or Others . . . . . . . . . 41
Section 10.1 Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 10.2 Exculpation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 10.3 Fiduciary Duty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 10.4 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 10.5 Outside Businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

ARTICLE XI
Accounting . . . . . . . . . . . . . . . . 44
Section 11.1 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 11.2 Certain Accounting Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 11.3 Banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 11.4 Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

ARTICLE XII
Amendments and Meetings . . . . . . . . . . . . . 46
Section 12.1 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 12.2 Meetings of the Holders of Trust Securities; Action by Written Consent . . . . . . 48

ARTICLE XIII
Representations and Warranties of
Property Trustee and Delaware Trustee . . . . . . . . . . 50
Section 13.1 Representations and Warranties of Property Trustee . . . . . . . . . . . . . . . . 50
Section 13.2 Representations and Warranties of Delaware Trustee . . . . . . . . . . . . . . . . 51

ARTICLE XIV
Miscellaneous . . . . . . . . . . . . . . . 52
Section 14.1 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 14.2 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 14.3 Intention of the Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 14.4 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 14.5 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 14.6 Partial Enforceability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

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Section 14.7 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

EXHIBIT A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

ANNEX I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1

ANNEX II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1

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AMENDED AND RESTATED DECLARATION OF TRUST

AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") dated and
effective as of October 26, 1995, by the undersigned trustees (together with
all other Persons from time to time duly appointed and serving as trustees in
accordance with the provisions of this Declaration, the "Trustees"), Southwest
Gas Corporation, a California corporation, as trust sponsor (the "Sponsor"),
Harris Trust and Savings Bank, an Illinois banking corporation, as property
trustee (the "Property Trustee") and by the holders, from time to time, of
undivided beneficial interests in the Trust to be issued pursuant to this
Declaration;

WHEREAS, the Trustees and the Sponsor established a trust (the
"Trust") under the Delaware Business Trust Act pursuant to a Declaration of
Trust dated as of August 17, 1995, (the "Original Declaration") and a
Certificate of Trust filed with the Secretary of State of Delaware on August
17, 1995, for the sole purpose of issuing and selling certain securities
representing undivided beneficial interests in the assets of the Trust and
investing the proceeds thereof in certain Notes of the Note Issuer (as
hereinafter defined);

WHEREAS, as of the date hereof, no interests in the Trust have been
issued;

WHEREAS, all of the Trustees and the Sponsor, by this Declaration,
amend and restate each and every term and provision of the Original
Declaration; and

NOW, THEREFORE, it being the intention of the parties hereto to
continue the Trust as a business trust under the Business Trust Act and that
this Declaration constitute the governing instrument of such business trust,
the Trustees declare that all assets contributed to the Trust will be held in
trust for the benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.

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ARTICLE I
Interpretation and Definitions

Section 1.1 Definitions.

(a) Capitalized terms used in this Declaration but not defined in
the preamble above have the respective meanings assigned to
them in this Section 1.1;

(b) a term defined anywhere in this Declaration has the same
meaning throughout;

(c) all references to "the Declaration" or "this Declaration" are
to this Declaration as modified, supplemented or amended from
time to time;

(d) all references in this Declaration to Articles and Sections
and Exhibits are to Articles and Sections of and Exhibits to
this Declaration unless otherwise specified;

(e) a term defined in the Trust Indenture Act has the same meaning
when used in this Declaration unless otherwise defined in this
Declaration or unless the context otherwise requires; and

(f) a reference to the singular includes the plural and vice versa.

"Affiliate" has the same meaning as given to that term in Rule 405 of
the Securities Act or any successor rule thereunder.

"Authorized Officer" of a Person means any Person that is authorized
to bind such Person.

"Book Entry Interest" means a beneficial interest in a Global
Certificate, ownership and transfers of which shall be maintained and made
through book entries by a Depositary as described in Section 9.4.

"Business Day" means any day other than a day on which banking
institutions in New York, New York, Los Angeles, California or Chicago,
Illinois are authorized or required by law to close.

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"Business Trust Act" means Chapter 38 of Title 12 of the Delaware Code,
12 Del. Code Section 3801 et seq., as it may be amended from time to time.

"Certificate" means a Common Security Certificate or a Preferred
Security Certificate.

"Closing Date" means October 31, 1995.

"Code" means the Internal Revenue Code of 1986, as amended from time
to time, or any successor legislation.

"Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act or, if at any time
after the execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties at such time.

"Common Security" has the meaning specified in Section 7.1.

"Common Securities Guarantee" means the guarantee agreement to be
dated as of October 31, 1995, of the Sponsor in respect of the Common
Securities.

"Common Security Certificate" means a definitive certificate in fully
registered form representing a Common Security substantially in the form of
Annex II to Exhibit A.

"Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered
which office at the date of execution of this Declaration is located at 311
West Monroe Street, 12th Floor, Chicago, Illinois 60606, Attention: Indenture
Trust Division.

"Covered Person" means: (a) any officer, director, shareholder,
partner, member, representative, employee or agent of (i) the Trust or (ii) the
Trust's Affiliates; and (b) any Holder of Trust Securities.

"Delaware Trustee" has the meaning set forth in Section 5.2.

"Definitive Preferred Security Certificates" has the meaning set forth
in Section 9.4.

"Depositary" means an organization registered as a clearing agency
pursuant to Section 17A of the Exchange Act that is acting as depositary for
the Preferred Securities and in whose name or

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in the name of a nominee of that organization shall be registered a Global
Certificate and which shall undertake to effect book entry transfers and
pledges of the Preferred Securities.

"Depositary Participant" means a broker, dealer, bank, other financial
institution or other Person for whom from time to time the Depositary effects
book entry transfers and pledges of securities deposited with the Depositary.

"Direction" by a Person means a written direction signed:

(a) if the Person is a natural person, by that Person; or

(b) in any other case, in the name of such Person by one or more
Authorized Officers of that Person.

"Distribution" means a distribution payable to Holders of Trust
Securities in accordance with Section 6.1.

"DTC" means The Depository Trust Company, the initial Depositary.

"Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor legislation.

"Event of Default", in respect of the Trust Securities, means an Event
of Default (as defined in the Indenture) has occurred and is continuing in
respect of the Notes.

"Global Certificate" has the meaning specified in Section 9.4.

"Holder" means a Person in whose name a Certificate representing a
Trust Security is registered on the books and records of the Trust, such Person
being a beneficial owner within the meaning of the Business Trust Act,
provided, that, in determining whether the holders of the requisite percentage
of Preferred Securities have given any request, notice, consent or waiver
hereunder, "Holder" shall not include the Sponsor, as guarantor of the Trust
Securities, or any Affiliate of the Sponsor.

"Indemnified Person: means (a) any Trustee or the Property Trustee;
(b) any Affiliate of any Trustee or the Property Trustee; (c) any officers,
directors, shareholders, members, partners, employees, representatives or
agents of any Trustee or the Property Trustee; or (d) any employee or agent of
the Trust or its Affiliates.

"Indenture" means the Indenture dated as of October 31, 1995 among the
Note Issuer and the Note Trustee as supplemented by the

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First Supplemental Indenture dated as of October 31, 1995 and any other
indenture supplemental thereto.

"Investment Company" means an investment company as defined in the
Investment Company Act.

"Investment Company Act" means the Investment Company Act of 1940, as
amended from time to time, or any successor legislation.

"Legal Action" has the meaning set forth in Section 3.6(g).

"Ministerial Action" has the meaning set forth in the terms of the
Trust Securities as set forth in Exhibit A.

"Majority in liquidation amount" means, except as provided in the
terms of the Trust Securities and the Trust Indenture Act, Holder(s) of
outstanding Trust Securities voting together as a single class or, as the
context may require, Holders of outstanding Preferred Securities or Holders of
outstanding Common Securities voting separately as a class, who are the record
owners of more than 50% of the aggregate liquidation amount (including the
stated amount that would be paid on redemption, liquidation or otherwise, plus
accrued and unpaid Distributions to the date upon which the voting percentages
are determined) of all outstanding Trust Securities of the relevant class.

"Note Issuer" means the Sponsor in its capacity as issuer of the Notes.

"Note Trustee" means Harris Trust and Savings Bank, as trustee under
the Indenture until a successor is appointed thereunder, and thereafter means
such successor trustee.

"Notes" means the series of Notes to be issued by the Note Issuer
under the Indenture to be held by the Property Trustee.

"Officers' Certificate" means, with respect to any Person, a
certificate signed by two Authorized Officers of such Person. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Declaration shall include:

(a) a statement that each officer signing the Certificate has read
the covenant or condition and the definition relating thereto;

(b) a brief statement of the nature and scope of the examination
or investigation undertaken by each officer in rendering the
Certificate;

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opinion, is necessary to enable such officer to express an
informed opinion as to whether or not such covenant or
condition has been complied with; and

(d) a statement as to whether, in the opinion of each such
officer, such condition or covenant has been complied with.

"Paying Agent" has the meaning specified in Section 3.8(h).

"Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever
nature.

"Preferred Securities Guarantee" means the guarantee agreement to be
dated as of October 31, 1995, of the Sponsor in respect of the Preferred
Securities.

"Preferred Security" has the meaning specified in Section 7.1.

"Preferred Security Beneficial Owner" means, with respect to a Book
Entry Interest, a Person who is the beneficial owner of such Book Entry
Interest, as reflected on the books of the Depositary, or on the books of a
Person maintaining an account with such Depositary (directly as a Depositary
Participant or as an indirect participant, in each case in accordance with the
rules of such Depositary).

"Preferred Security Certificate" means a certificate representing a
Preferred Security substantially in the form of Annex I to Exhibit A.

"Pricing Agreement" means the pricing agreement between the Trust, the
Note Issuer, and the underwriters designated by the Regular Trustees with
respect to the offer and sale of the Preferred Securities.

"Property Trustee" means Harris Trust and Savings Bank, an Illinois
banking corporation in its capacity as property trustee, or any successor
trustee meeting the eligibility requirements set forth in Section 5.3.

"Property Trustee Account" has the meaning set forth in Section 3.8(c).

"Prospectus Supplement" means that certain Prospectus Supplement dated
as of October 26, 1995 relating to the 2,400,000 Preferred Securities.

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"Quorum" means a majority of the Regular Trustees or, if there are
only two Regular Trustees, both of them.

"Regular Trustee" means any Trustee other than the Delaware Trustee.

"Related Party" means, with respect to the Sponsor, any direct or
indirect wholly owned subsidiary of the Sponsor or any other Person that owns,
directly or indirectly, 100% of the outstanding voting securities of the
Sponsor.

"Responsible Officer" means, with respect to the Property Trustee, any
vice-president, any assistant vice-president, the secretary, any assistant
secretary, the treasurer, any assistant treasurer, any trust officer or
assistant trust officer or any other officer in the Corporate Trust Office of
the Property Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter
is referred because of that officer's knowledge of and familiarity with the
particular subject.

"Rule 3a-5" means Rule 3a-5 under the Investment Company Act.

"Securities Act" means the Securities Act of 1933, as amended from
time to time, or any successor legislation.

"66-2/3% in liquidation amount" means, except as provided in the terms
of the Trust Securities and by the Trust Indenture Act, Holders of outstanding
Trust Securities voting together as a single class or, as the context may
require, Holders of outstanding Preferred Securities or Holder(s) of
outstanding Common Securities voting separately as a class, representing at
least 66-2/3% of the aggregate liquidation amount (including the stated amount
that would be paid on redemption, liquidation or otherwise, plus accrued and
unpaid Distributions, to the date upon which the voting percentages are
determined) of all outstanding Trust Securities of the relevant class.

"Sponsor" means Southwest Gas Corporation, a California corporation,
or any successor entity in a merger, consolidation or amalgamation, in its
capacity as sponsor of the Trust.

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such laws or regulations by any legislative body, court, governmental agency or
regulatory authority (including the enactment of any legislation and the
publication of any judicial decision or regulatory determination on or after
the date of the Prospectus Supplement), (c) any interpretation or pronouncement
by any such body, court, agency or authority that provides for a position with
respect to such laws or regulations that differs from the theretofore generally
accepted position, or (d) any action taken by any governmental agency or
regulatory authority, which amendment or change is enacted, promulgated or
effective, or which interpretation or pronouncement is issued or announced, or
which action is taken, in each case on or after the date of the Prospectus
Supplement, there is more than an insubstantial risk that (i) the Trust is, or
within 90 days of the date thereof will, be subject to United States federal
income tax with respect to income accrued or received on the Subordinated Debt
Securities, (ii) interest payable to the Trust on the Subordinated Debt
Securities is, or within 90 days of the date thereof will, not be deductible in
whole or in part, by the Note Issuer for United States federal income tax
purposes or (iii) the Trust is, or within 90 days of the date thereof will, be
subject to more than a de minimis amount of other taxes, duties or other
governmental charges.

"10% in liquidation amount" means, except as provided in the terms of
the Trust Securities or by the Trust Indenture Act, Holders of outstanding
Trust Securities voting together as a single class or, as the context may
require, Holders of outstanding Preferred Securities or Holders of outstanding
Common Securities, voting separately as a class, representing at least 10% of
the aggregate liquidation amount (including the stated amount that would be
paid on redemption, liquidation or otherwise, plus accrued and unpaid
Distributions to the date upon which the voting percentages are determined) of
all outstanding Trust Securities of the relevant class.

"Treasury Regulations" means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury, as such regulations may be amended from time to time
(including corresponding provisions of succeeding regulations).

"Trustee" or "Trustees" means each Person who has signed this
Declaration as a trustee, other than the Property Trustee, so long as such
person shall continue in office in accordance with the terms hereof, and all
other Persons who may from time to time be duly appointed, qualified and
serving as Trustees in accordance with the provisions hereof, and references
herein to a Trustee or the Trustees shall refer to such Person or Persons
solely in their capacity as trustees hereunder.

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"Trust Indenture Act" means the Trust Indenture Act of 1939 as in
effect at the date as of which this instrument was executed, provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

"Trust Securities" means collectively the Common Securities and the
Preferred Securities.

"Underwriting Agreement" means the Underwriting Agreement for the
offering and sale of Preferred Securities.

ARTICLE II
Trust Indenture Act

Section 2.1 Trust Indenture Act; Application

(a) This Declaration is subject to the provisions of the Trust
Indenture Act that are required to be part of this Declaration
and shall, to the extent applicable, be governed by such
provisions.

(b) The Property Trustee shall be the only Trustee which is a
Trustee for the purposes of the Trust Indenture Act.

(c) If and to the extent that any provision of this Declaration
limits, qualifies or conflicts with the duties imposed by
Sections 310 to 317, inclusive, of the Trust Indenture Act,
such duties imposed by the Trust Indenture Act shall control.

(d) The application of the Trust Indenture Act to this Declaration
shall not affect the nature of the Trust Securities as equity
securities representing undivided beneficial interests in the
assets of the Trust.

Section 2.2 Lists of Holders of Trust Securities.

(a) Each of the Sponsor and the Regular Trustees on behalf of the
Trust shall provide the Property Trustee (i) within 14 days
after each record date for payment of Distributions, a list,
in such form as the Property Trustee may reasonably require,
of the names and addresses of the Holders of the Trust
Securities ("List of Holders") as of such record date,
provided that none of the Sponsor or the Regular Trustees on
behalf of the Trust shall be obligated to provide such list of
Holders at any time the List of Holders does not differ from
the most recent List of Holders given to the Property Trustee
by the Sponsor and the Regular

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Trustees on behalf of the Trust, and (ii) at any other time,
within 30 days of receipt by the Trust of a written request for
a List of Holders as of a date no more than 14 days before such
List of Holders is given to the Property Trustee. The Property
Trustee shall preserve, in as current a form as is reasonably
practicable, all information contained in Lists of Holders
given to it or which it receives in the capacity as Paying
Agent (if acting in such capacity) provided that the Property
Trustee may destroy any List of Holders previously given to it
on receipt of a new List of Holders.

(b) The Property Trustee shall comply with the obligations of an
indenture trustee under Sections 311(a), 311(b) and 312(b) of
the Trust Indenture Act.

Section 2.3 Reports by the Property Trustee.

Within 60 days after December 31 of each year, the Property Trustee
shall provide to the Holders of the Preferred Securities such reports as are
required by Section 313 of the Trust Indenture Act, if any, in the form and in
the manner provided by Section 313 of the Trust Indenture Act. The Property
Trustee shall also comply with the requirements of Section 313(d) of the Trust
Indenture Act.

Section 2.4 Periodic Reports to Property Trustee.

Each of the Sponsor and the Regular Trustees on behalf of the Trust
shall provide to the Property Trustee such documents, reports and information
as required by Section 314 (if any) and the compliance certificate required by
Section 314 of the Trust Indenture Act in the form, in the manner and at the
times required by Section 314 of the Trust Indenture Act.

Section 2.5 Evidence of Compliance with Conditions Precedent.

Each of the Sponsor and the Regular Trustees on behalf of the Trust
shall provide to the Property Trustee such evidence of compliance with any
conditions precedent, if any, provided for in this Declaration that relate to
any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given by an officer pursuant to Section
314(c)(1) may be given in the form of an Officers' Certificate.

Section 2.6 Events of Default; Waiver

(a) The Holders of a Majority in liquidation amount of Preferred
Securities may, by vote, on behalf of the Holders of all of
the Preferred Securities, waive any past Event of Default in
respect of the Preferred

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Securities and its consequences, provided that, if the
underlying Event of Default under the Indenture:

(i) is not waivable under the Indenture, the Event of
Default under the Declaration shall also not be
waivable; or

(ii) requires the consent or vote of all of the holders of
the Notes to be waived under the Indenture, the Event
of Default under the Declaration may only be waived
by the vote of all of the Holders of the Preferred
Securities.

Upon such waiver, any such default shall cease to exist, and
any Event of Default with respect to the Preferred Securities
arising therefrom shall be deemed to have been cured, for
every purpose of this Declaration, but no such waiver shall
extend to any subsequent or other default or an Event of
Default with respect to the Preferred Securities or impair any
right consequent thereon. Any waiver by the Holders of the
Preferred Securities of an Event of Default with respect to
the Preferred Securities shall also be deemed to constitute a
waiver by the Holders of the Common Securities of any such
Event of Default with respect to the Common Securities for all
purposes of this Declaration without any further act, vote, or
consent of the Holders of the Common Securities.

(b) The Holders of a Majority in liquidation amount of the Common
Securities may, by vote, on behalf of the Holders of all of
the Common Securities, waive any past Event of Default with
respect to the Common Securities and its consequences,
provided that, if the underlying Event of Default under the
Indenture:

(i) is not waivable under the Indenture, except where the
Holders of the Common Securities are deemed to have
waived such Event of Default under the Declaration as
provided below in this Section 2.6(b), the Event of
Default under the Declaration shall also not be
waivable; or

(ii) requires the consent or vote of all of the holders of
the Notes to be waived, except where the Holders of
the Common Securities are deemed to have waived such
Event of Default under the Declaration as provided
below in this Section 2.6(b), the Event of Default
under the Declaration may only be waived by the vote
of all of the Holders of Common Securities;

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provided that, each Holder of Common Securities will be deemed
to have waived any such Event of Default and all Events of
Default with respect to the Common Securities and its
consequences until all Events of Default with respect to the
Preferred Securities have been cured, waived or otherwise
eliminated, and until such Events of Default have been so
cured, waived or otherwise eliminated, the Property Trustee
will be deemed to be acting solely on behalf of the Holders of
the Preferred Securities and only the Holders of the Preferred
Securities will have the right to direct the Property Trustee
in accordance with the terms of the Trust Securities. Subject
to the foregoing provisions of this Section 2.6(b), upon such
waiver, any such default shall cease to exist and any Event of
Default with respect to the Common Securities arising therefrom
shall be deemed to have been cured for every purpose of this
Declaration but no such waiver shall extend to any subsequent
or other default or Event of Default with respect to the Common
Securities or impair any right consequent thereon.

(c) A waiver of an Event of Default under the Indenture by the
Property Trustee at the direction of the Holders of the
Preferred Securities, constitutes a waiver of the
corresponding Event of Default under this Declaration.

Section 2.7 Event of Default; Notice.

(a) The Property Trustee shall, within 90 days after the
occurrence of an Event of Default, transmit by mail, first
class postage prepaid, to the Holders of the Trust Securities,
notices of all defaults with respect to the Trust Securities
known to the Property Trustee, unless such defaults have been
cured before the giving of such notice (the term "defaults"
for the purposes of this Section 2.7(a) being hereby defined
to be an Event of Default as defined in the Indenture, not
including any periods of grace provided for therein and
irrespective of the giving of any notice provided therein);
provided that, except for a default in the payment of
principal of (or premium, if any) or interest on any of the
Notes or in the payment of any sinking fund installment
established for the Notes, the Property Trustee shall be
protected in withholding such notice if and so long as
Responsible Officers of the Property Trustee in good faith
determine that the withholding of such notice is in the
interests of the Holders of the Trust Securities.

(b) The Property Trustee shall not be deemed to have knowledge of
any default except:

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(i) a default under Sections 501(1) and 501(2) of the
Indenture; or

(ii) any default as to which a Responsible Officer of the
Property Trustee charged with the administration of
the Declaration shall have obtained written or actual
notice.

ARTICLE III
Organization

Section 3.1 Name.

The Trust is named "Southwest Gas Capital I", as such name may be
modified from time to time by the Regular Trustees following written notice to
the Holders of Trust Securities. The Trust's activities may be conducted under
the name of the Trust or any other name deemed advisable by the Regular
Trustees.

Section 3.2 Office.

The address of the principal office of the Trust is c/o Southwest Gas
Corporation, 5241 Spring Mountain Road, Las Vegas, Nevada 89102. On ten
Business Days written notice to the Holders of Trust Securities, the Regular
Trustees may designate another principal office.

Section 3.3 Purpose.

The exclusive purposes and functions of the Trust are (a) to issue and
sell Trust Securities and use the proceeds from such sale to acquire the Notes
and (b) except as otherwise limited herein, to engage in only those other
activities necessary, or incident thereto. The Trust shall not borrow money,
issue debt or reinvest proceeds derived from investments, pledge any of its
assets, or otherwise undertake (or permit to be undertaken) any activity that
would cause the Trust not to be classified for United States federal income tax
purposes as a grantor trust. All provisions of this Declaration shall be
interpreted in a manner consistent with such purposes.

Section 3.4 Authority.

Subject to the limitations provided in this Declaration, including the
provisions of Sections 3.11, 5.2 and 8.1(b), and to the specific duties of the
Property Trustee, the Regular Trustees shall have exclusive and complete
authority to carry out the purposes of the Trust. An action taken by the
Regular Trustees in accordance with their powers shall constitute the act of
and serve to bind the Trust and an action taken by the Property Trustee in
accordance with its powers shall constitute the act of

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and serve to bind the Trust. In dealing with the Regular Trustees acting on
behalf of the Trust, no Person shall be required to inquire into the authority
of the Regular Trustees to bind the Trust. Persons dealing with the Trust are
entitled to rely conclusively on the power and authority of the Trustees as set
forth in this Declaration.

Section 3.5 Title to Property of the Trust.

Except as provided in Section 3.8 with respect to the Notes and the
Property Trustee Account or as otherwise provided in this Declaration, legal
title to all assets of the Trust shall be vested in the Trust. The Holders
shall not have legal title to any part of the assets of the Trust, but shall
have an undivided beneficial interest in the assets of the Trust.

Section 3.6 Powers and Duties of the Regular Trustees.

The Regular Trustees shall have the exclusive power, duty and
authority to cause the Trust to engage in the following activities:

(a) to issue and sell the Preferred Securities and the Common
Securities in accordance with this Declaration; provided,
however, that the Trust may issue no more than one series of
Preferred Securities and no more than one series of Common
Securities, and, provided further, that there shall be no
interests in the Trust other than the Trust Securities, and
the issuance of Trust Securities shall be limited to [a
one-time], simultaneous issuance of both Preferred Securities
and Common Securities on the Closing Date;

(b) in connection with the issue and sale of the Preferred
Securities, at the direction of the Sponsor, to:

(i) execute and file with the Commission the registration
statement on Form S-3 prepared by the Sponsor,
including any amendments thereto, pertaining to the
Preferred Securities;

(ii) execute and file any documents prepared by the
Sponsor, or take any acts as determined by the
Sponsor to be necessary in order to qualify or
register all or part of the Preferred Securities in
any State in which the Sponsor has determined to
qualify or register such Preferred Securities for
sale;

(iii) execute and file an application, prepared by the
Sponsor, to the New York Stock Exchange or any other
national stock exchange or the NASDAQ

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National Market System for listing upon notice of
issuance of any Preferred Securities;

(iv) execute and file with the Commission a registration
statement on Form 8-A, including any amendments
thereto, prepared by the Sponsor relating to the
registration of the Preferred Securities under
Section 12(b) of the Exchange Act; and

(v) execute and enter into the Underwriting Agreement and
Pricing Agreement providing for the sale of the
Preferred Securities;

(c) to acquire the Notes with the proceeds of the sale of the
Preferred Securities and the Common Securities; provided,
however, that the Regular Trustees shall cause legal title to
the Notes to be held of record in the name of the Property
Trustee for the benefit of the Holders of the Preferred
Securities and the Holders of Common Securities;

(d) to give the Sponsor and the Property Trustee prompt written
notice of the occurrence of a Tax Event; provided that the
Regular Trustees shall consult with the Sponsor and the
Property Trustee before taking or refraining from taking any
Ministerial Action in relation to a Tax Event;

(e) to establish a record date with respect to all actions to be
taken hereunder that require a record date be established,
including and with respect to, for the purposes of Section
316(c) of the Trust Indenture Act, Distributions, voting
rights, redemptions and exchanges, and to issue relevant
notices to the Holders of Preferred Securities and Holders of
Common Securities as to such actions and applicable record
dates;

(f) to take all actions and perform such duties as may be required
of the Regular Trustees pursuant to the terms of the Trust
Securities;

(g) to bring or defend, pay, collect, compromise, arbitrate,
resort to legal action, or otherwise adjust claims or demands
of or against the Trust ("Legal Action"), unless pursuant to
Section 3.8(e), the Property Trustee has the exclusive power
to bring such Legal Action;

(h) to employ or otherwise engage employees and agents (who may be
designated as officers with titles) and

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managers, contractors, advisors, and consultants and pay
reasonable compensation for such services;

(i) to cause the Trust to comply with the Trust's obligations
under the Trust Indenture Act;

(j) to give the certificate required by Section 314(a)(4) of the
Trust Indenture Act to the Property Trustee, which certificate
may be executed by a Regular Trustee;

(k) to incur expenses that are necessary or incidental to carry
out any of the purposes of the Trust;

(l) to act as, or appoint another Person to act as, registrar and
transfer agent for the Trust Securities;

(m) to give prompt written notice to the Holders of the Trust
Securities and the Property Trustee of any notice received
from the Note Issuer of its election (i) to defer payments of
interest on the Notes by extending the interest payment period
under the Indenture or, (ii) to extend the scheduled maturity
date on the Notes;

(n) to execute all documents or instruments, perform all duties
and powers, and do all things for and on behalf of the Trust
in all matters necessary or incidental to the foregoing;

(o) to take all action that may be necessary or appropriate for
the preservation and the continuation of the Trust's valid
existence, rights, franchises and privileges as a statutory
business trust under the laws of the State of Delaware and of
each other jurisdiction in which such existence is necessary
to protect the limited liability of the Holders of the Trust
Securities or to enable the Trust to effect the purposes for
which the Trust was created;

(p) to take any action, not inconsistent with this Declaration or
with applicable law, that the Regular Trustees determine in
their discretion to be necessary or desirable in carrying out
the activities of the Trust as set out in this Section 3.6,
including, but not limited to:

(i) causing the Trust not to be deemed to be an
Investment Company required to be registered under
the Investment Company Act;

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(ii) causing the Trust to be classified for United States
federal income tax purposes as a grantor trust; and

(iii) cooperating with the Note Issuer to ensure that the
Notes will be treated as indebtedness of the Note
Issuer for United States federal income tax purposes,

provided that such action does not adversely affect the
interests of Holders; and

(q) to take all action necessary to cause all applicable tax
returns and tax information reports that are required to be
filed with respect to the Trust to be duly prepared and filed
by the Regular Trustees, on behalf of the Trust.

The Regular Trustees must exercise the powers set forth in this
Section 3.6 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Regular Trustees shall not take any
action that is inconsistent with the purposes and functions of the Trust set
forth in Section 3.3.

Subject to this Section 3.6, the Regular Trustees shall have none of
the powers or the authority of the Property Trustee set forth in Section 3.8.

Section 3.7 Prohibition of Actions by the Trust and the Trustees.

(a) The Trust shall not, and the Trustees and the Property Trustee
shall not, engage in any activity other than as required or
authorized by this Declaration. In particular, the Trust
shall not and the Trustees and the Property Trustee shall
cause the Trust not to:

(i) invest any proceeds received by the Trust from
holding the Notes, but shall distribute all such
proceeds to Holders of Trust Securities pursuant to
the terms of this Declaration and of the Trust
Securities;

(ii) acquire any assets other than as expressly provided
herein;

(iii) possess Trust property for other than a Trust purpose;

(iv) make any loans or incur any indebtedness other than
loans represented by the Notes;

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(v) possess any power or otherwise act in such a way as
to vary the Trust assets or the terms of the Trust
Securities in any way whatsoever;

(vi) issue any securities or other evidences of beneficial
ownership of, or beneficial interest in, the Trust
other than the Trust Securities; or

(vii) other than as provided in this Amended and Restated
Declaration or as set forth on Exhibit A hereto, (A)
direct the time, method and place of exercising
any trust or power conferred upon the Note Trustee
with respect to the Notes, (B) waive any past default
that is waivable under Section 513 of the Indenture,
(C) exercise any right to rescind or annul any
declaration that the principal of all the Notes shall
be due and payable or (D) consent to any amendment,
modification or termination of the Indenture or the
Notes where such consent shall be required unless the
Trust shall have received an opinion of counsel to
the effect that such modification will not cause more
than an insubstantial risk that for United States
federal income tax purposes the Trust will not be
classified as a grantor trust.

Section 3.8 Powers and Duties of the Property Trustee.

(a) The legal title to the Notes shall be owned by and held of
record in the name of the Property Trustee in trust for the
benefit of the Holders of the Trust Securities. The right,
title and interest of the Property Trustee to the Notes shall
vest automatically in each Person who may hereafter be
appointed as Property Trustee in accordance with Section 5.6.
Such vesting and cessation of title shall be effective whether
or not conveyancing documents with regard to the Notes have
been executed and delivered.

(b) The Property Trustee shall not transfer its right, title and
interest in the Notes to the Regular Trustees or to the
Delaware Trustee (if the Property Trustee does not also act as
Delaware Trustee).

(i) establish and maintain a segregated non-interest
bearing trust account (the "Property Trustee
Account") in the name of and under the exclusive
control of the Property Trustee on behalf of the
Holders of the Trust Securities and, upon the receipt
of payments of funds made in respect of the Notes
held by the Property Trustee, deposit such funds into
the Property Trustee Account and

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make payments to the Holders of the Preferred
Securities and Holders of the Common Securities from
the Property Trustee Account in accordance with
Section 6.1. Funds in the Property Trustee Account
shall be held uninvested until disbursed in accordance
with this Declaration. The Property Trustee Account
shall be an account that is maintained with a banking
institution the rating on whose long term unsecured
indebtedness is at least equal to the rating assigned
to the Preferred Securities by a "nationally
recognized statistical rating organization", as that
term is defined for purposes of Rule 436(g)(2) under
the Securities Act;

(ii) engage in such ministerial activities as shall be
necessary or appropriate to effect the redemption of
the Preferred Securities and the Common Securities to
the extent the Notes are redeemed or mature; and

(iii) upon notice of distribution issued by the Regular
Trustees in accordance with the terms of the
Preferred Securities and forms of the Common
Securities, engage in such ministerial activities as
shall be necessary or appropriate to effect the
distribution of the Notes to Holders of Trust
Securities upon the occurrence of certain special
events (as may be defined in the terms of the Trust
Securities) arising from a change in law or a change
in legal interpretation or other specified
circumstances pursuant to the terms of the Trust
Securities.

(d) The Property Trustee shall take all actions and perform such
duties as may be specifically required of the Property Trustee
pursuant to the terms of the Trust Securities.

(e) The Property Trustee shall take any Legal Action which arises
out of or in connection with an Event of Default or the
Property Trustee's duties and obligations under this
Declaration or the Trust Indenture Act.

(f) The Property Trustee shall not resign as a trustee unless
either:

(i) the Trust has been completely liquidated and the
proceeds of the liquidation distributed to the
Holders of Trust Securities pursuant to the terms of
the Trust Securities; or

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(ii) a Successor Property Trustee has been appointed and
has accepted that appointment in accordance with
Section 5.6.

(g) The Property Trustee shall have the legal power to exercise
all of the rights, powers and privileges of a holder of Notes
under the Indenture and, if an Event of Default occurs and is
continuing, the Property Trustee shall, for the benefit of
Holders of the Trust Securities, enforce its rights as holder
of the Notes subject to the rights of the Holders pursuant to
the terms of such Trust Securities.

(h) The Property Trustee may authorize one or more Persons (each,
a "Paying Agent") to pay Distributions, redemption payments or
liquidation payments on behalf of the Trust with respect to
all Trust Securities and any such Paying Agent shall comply
with Section 317(b) of the Trust Indenture Act. Any Paying
Agent may be removed by the Property Trustee at any time and a
successor Paying Agent or additional Paying Agents may be
appointed at any time by the Property Trustee.

(i) Subject to this Section 3.8, the Property Trustee shall have
none of the duties, liabilities, powers or the authority of
the Regular Trustees set forth in Section 3.6.

The Property Trustee must exercise the powers set forth in this
Section 3.8 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Property Trustee shall not take any
action that is inconsistent with the purposes and functions of the Trust set
out in Section 3.3.

Section 3.9 Certain Duties and Responsibilities of the Property Trustee.

(a) The Property Trustee, before the occurrence of any Event of
Default and after the curing of all Events of Default that may
have occurred, shall undertake to perform only such duties as
are specifically set forth in this Declaration and no implied
covenants shall be read into this Declaration against the
Property Trustee. In case an Event of Default has occurred
(that has not been cured or waived pursuant to Section 2.6),
the Property Trustee shall exercise such of the rights and
powers vested in it by this Declaration, and use the same
degree of care and skill in their exercise, as a prudent
person would exercise or use under the circumstances in the
conduct of his or her own affairs.

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(b) No provision of this Declaration shall be construed to relieve
the Property Trustee from liability for its own negligent
action, its own negligent failure to act, or its own willful
misconduct, except that:

(i) prior to the occurrence of an Event of Default and
after the curing or waiving of all such Events of
Default that may have occurred:

(A) the duties and obligations of the Property
Trustee shall be determined solely by the
express provisions of this Declaration and
the Property Trustee shall not be liable
except for the performance of such duties and
obligations as are specifically set forth in
this Declaration, and no implied covenants or
obligations shall be read into this
Declaration against the Property Trustee; and

(B) in the absence of bad faith on the part of
the Property Trustee, the Property Trustee
may conclusively rely, as to the truth of the
statements and the correctness of the
opinions expressed therein, upon any
certificates or opinions furnished to the
Property Trustee and conforming to the
requirements of this Declaration; but in the
case of any such certificates or opinions
that by any provision hereof are specifically
required to be furnished to the Property
Trustee, the Property Trustee shall be under
a duty to examine the same to determine
whether or not they conform to the
requirements of this Declaration;

(ii) the Property Trustee shall not be liable for any
error of judgment made in good faith by a Responsible
Officer of the Property Trustee, unless it shall be
proved that the Property Trustee was negligent in
ascertaining the pertinent facts;

(iii) the Property Trustee shall not be liable with respect
to any action taken or omitted to be taken by it in
good faith in accordance with the direction of the
Holders of not less than a Majority in liquidation
amount of the Trust Securities at the time
outstanding relating to the time, method and place of
conducting any proceeding for any remedy available to
the Property Trustee, or exercising any trust or
power

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conferred upon the Property Trustee under this
Declaration;

(iv) no provision of this Declaration shall require the
Property Trustee to expend or risk its own funds or
otherwise incur personal financial liability in the
performance of any of its duties or in the exercise
of any of its rights or powers, if it shall have
reasonable grounds for believing that the repayment
of such funds or liability is not reasonably assured
to it under the terms of this Declaration or adequate
indemnity against such risk or liability is not
reasonably assured to it;

(v) the Property Trustee's sole duty with respect to the
custody, safekeeping and physical preservation of the
Notes and the Property Trustee Account shall be to
deal with such property in a similar manner as the
Property Trustee deals with similar property for its
own account, subject to the protections and
limitations on liability afforded to the Property
Trustee under this Declaration and the Trust
Indenture Act;

(vi) the Property Trustee shall have no duty or liability
for or with respect to the value, genuineness,
existence or sufficiency of the Notes or the payment
of any taxes or assessments levied thereon or in
connection therewith;

(vii) the Property Trustee shall not be liable for any
interest on any money received by it except as it may
otherwise agree with the Sponsor. Money held by the
Property Trustee need not be segregated from other
funds held by it except in relation to the Property
Trustee Account maintained by the Property Trustee
pursuant to Section 3.8(c)(i) and except to the
extent otherwise required by law; and

(viii) the Property Trustee shall not be responsible for
monitoring the compliance by the Regular Trustees or
the Sponsor with their respective duties under this
Declaration, nor shall the Property Trustee be liable
for the default or misconduct of the Regular Trustees
or the Sponsor.

Section 3.10 Certain Rights of Property Trustee.

(a) Subject to the provisions of Section 3.9:

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(i) the Property Trustee may rely and shall be fully
protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of
indebtedness or other paper or document believed by it
to be genuine and to have been signed, sent or
presented by the proper party or parties;

(ii) any direction or act of the Sponsor or the Regular
Trustees contemplated by this Declaration shall be
sufficiently evidenced by a Direction or an Officers'
Certificate;

(iii) whenever in the administration of this Declaration,
the Property Trustee shall deem it desirable that a
matter be proved or established before taking,
suffering or omitting any action hereunder, the
Property Trustee (unless other evidence is herein
specifically prescribed) may, in the absence of bad
faith on its part request and rely upon an Officers'
Certificate which, upon receipt of such request,
shall be promptly delivered by the Sponsor or the
Regular Trustees;

(iv) the Property Trustee shall have no duty to see to any
recording, filing or registration of any instrument
(including any financing or continuation statement or
any filing under tax or securities laws) (or any
rerecording, refiling or registration thereof);

(v) the Property Trustee may consult with counsel or
other experts and the advice or opinion of such
counsel and experts with respect to legal matters or
advice within the scope of such experts' area of
expertise shall be full and complete authorization
and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and
in accordance with such advice or opinion. Such
counsel may be counsel to the Sponsor or any of its
Affiliates, and may include any of its employees.
The Property Trustee shall have the right at any time
to seek instructions concerning the administration of
this Declaration from any court of competent
jurisdiction;

(vi) the Property Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by
this Declaration at the request or direction of any
Holder, unless such Holder shall have

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provided to the Property Trustee security and
indemnity, acceptable to the Property Trustee, against
the costs, expenses (including attorneys' fees and
expenses) and liabilities that might be incurred by it
in complying with such request or direction, including
such reasonable advances as may be requested by the
Property Trustee provided, that, nothing contained in
this Section 3.10(a)(vi) shall be taken to relieve the
Property Trustee, upon the occurrence of an Event of
Default, of its obligation to exercise the rights and
powers vested in it by this Declaration;

(vii) the Property Trustee shall not be bound to make any
investigation into the facts or matters stated in any
resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the
Property Trustee, in its discretion, may make such
further inquiry or investigation into such facts or
matters as it may see fit;

(viii) the Property Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys
and the Property Trustee shall not be responsible for
any misconduct or negligence on the part of any agent
or attorney appointed with due care by it hereunder;

(ix) any action taken by the Property Trustee or its
agents hereunder shall bind the Trust and the Holders
of the Trust Securities, and the signature of the
Property Trustee or its agents alone shall be
sufficient and effective to perform any such action
and no third party shall be required to inquire as to
the authority of the Property Trustee to so act or as
to its compliance with any of the terms and
provisions of this Declaration, both of which shall
be conclusively evidenced by the Property Trustee's
or its agent's taking such action;

(x) whenever in the administration of this Declaration
the Property Trustee shall deem it desirable to
receive instructions with respect to enforcing any
remedy or right or taking any other action hereunder
the Property Trustee (i) may request instructions
from the Holders of the Trust Securities which
instructions may only be given by

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the Holders of the same proportion in liquidation
amount of the Trust Securities as would be entitled to
direct the Property Trustee under the terms of the
Trust Securities in respect of such remedy, right or
action, (ii) may refrain from enforcing such remedy or
right or taking such other action until such
instructions are received, and (iii) shall be
protected in acting in accordance with such
instructions; and

(xi) except as otherwise expressly provided by this
Declaration, the Property Trustee shall not be under
any obligation to take any action that is
discretionary under the provisions of this
Declaration.

(b) No provision of this Declaration shall be deemed to impose any
duty or obligation on the Property Trustee to perform any act
or acts or exercise any right, power, duty or obligation
conferred or imposed on it, in any jurisdiction in which it
shall be illegal, or in which the Property Trustee shall be
unqualified or incompetent in accordance with applicable law,
to perform any such act or acts, or to exercise any such
right, power, duty or obligation. No permissive power or,
authority available to the Property Trustee shall be construed
to be a duty.

Section 3.11 Delaware Trustee.

Notwithstanding any other provision of this Declaration other
than Sections 5.2 and 8.1(b), the Delaware Trustee shall not be entitled to
exercise any powers, nor shall the Delaware Trustee have any of the duties and
responsibilities of the Regular Trustees or the Property Trustee described in
this Declaration. Except as set forth in Sections 5.2 and 8.1(b), the Delaware
Trustee shall be a Trustee for the sole and limited purpose of fulfilling the
requirements of Section 3807 of the Business Trust Act. The Delaware Trustee
shall be entitled to the benefit of all of the immunities and indemnities that
the Property Trustee is entitled to under the Declaration.

Section 3.12 Execution of Documents.

Unless otherwise determined by the Regular Trustees, and
except as otherwise required by the Business Trust Act, a majority of or, if
there are only two, both of the Regular Trustees are authorized to execute on
behalf of the Trust any documents that the Regular Trustees have the power and
authority to execute pursuant to Section 3.6; provided that, any listing
application prepared by the Sponsor referred to in Section 3.6(b)(iii) may be
executed by one Regular Trustee.

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Section 3.13 Not Responsible for Recitals or Issuance of Trust Securities.

The recitals contained in this Declaration and the Trust
Securities shall be taken as the statements of the Sponsor, and the Trustees do
not assume any responsibility for their correctness. The Trustees make no
representations as to the value or condition of the property of the Trust or
any part thereof. The Trustees make no representations as to the validity or
sufficiency of this Declaration or the Trust Securities.

Section 3.14 Duration of Trust.

The Trust, unless terminated pursuant to the provisions of
Article VIII hereof, shall have existence for 55 years from the Closing Date.

Section 3.15 Mergers.

(a) The Trust may not consolidate, amalgamate, merge with or into,
or be replaced by, or convey, transfer or lease its properties
and assets substantially as an entirety to any corporation or
other body, except as described in Section 3.15(b) and (c).

(b) The Trust may, with the consent of a majority of the Regular
Trustees and without the consent of the Holders of the Trust
Securities, the Delaware Trustee or the Property Trustee,
consolidate, amalgamate, merge with or into, or be replaced by
a trust organized as such under the laws of any State;
provided that:

(i) such successor entity (the "Successor Entity") either:

(A) expressly assumes all of the obligations of
the Trust under the Trust Securities; or

(B) substitutes for the Preferred Securities
other securities having substantially the
same terms as the Preferred Securities (the
"Successor Securities") so long as the
Successor Securities rank the same as the
Preferred Securities rank with respect to
Distributions and payments upon liquidation,
redemption and maturity;

(ii) the Note Issuer expressly acknowledges a trustee of
the Successor Entity that possesses the same powers
and duties as the Property Trustee as the Holder of
the Notes;

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(iii) the Preferred Securities or any Successor Securities
are listed, or any Successor Securities will be
listed upon notification of issuance, on any national
securities exchange, the NASDAQ National Market
System or other organization on which the Preferred
Securities are then listed;

(iv) such merger, consolidation, amalgamation or
replacement does not cause the Preferred Securities
(including any Successor Securities) to be downgraded
by any nationally recognized statistical rating
organization;

(v) such merger, consolidation, amalgamation or
replacement does not adversely affect the rights,
preferences and privileges of the Holders of the
Trust Securities (including any Successor Securities)
in any material respect;

(vi) such Successor Entity has a purpose identical to that
of the Trust;

(vii) prior to such merger, consolidation, amalgamation or
replacement, the Sponsor has received an opinion of a
nationally recognized independent counsel to the
Trust experienced in such matters to the effect that:

(A) such merger, consolidation, amalgamation or
replacement does not adversely affect the
rights, preferences and privileges of the
Holders of the Trust Securities (including
any Successor Securities) in any material
respect; and

(B) following such merger, consolidation,
amalgamation or replacement, neither the
Trust nor the Successor Entity will be
required to register as an Investment
Company; and

(viii) the Sponsor guarantees the obligations of such
Successor Entity under the Successor Securities at
least to the extent provided by the Preferred
Securities Guarantee.

(c) Notwithstanding Section 3.15(b), the Trust shall, except with
the consent of Holders of 100% in liquidation amount of the
Trust Securities, not consolidate, amalgamate, merge with or
into, or be replaced by any other entity or permit any other
entity to consolidate, amalgamate, merge with or into, or

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replace it if such consolidation, amalgamation, merger or
replacement would cause the Trust or Successor Entity not to be
classified for United States federal income tax purposes as a
grantor trust.

ARTICLE IV
Sponsor

Section 4.1 Sponsor's Purchase of Common Securities.

On the Closing Date the Sponsor will purchase all the Common
Securities issued by the Trust, in an amount equal to 3% of the capital of the
Trust, at the same time as the Preferred Securities are sold.

Section 4.2 Responsibilities of the Sponsor.

In connection with the issue and sale of the Preferred
Securities, the Sponsor shall have the exclusive right and responsibility to
engage in the following activities:

(a) to prepare for filing by the Trust with the Commission a
registration statement on Form S-3 in relation to the
Preferred Securities, including any amendments thereto;

(b) to determine the States in which to take appropriate action to
qualify or register for sale all or part of the Preferred
Securities and to do any and all such acts, other than actions
which must be taken by the Trust, and advise the Trust of
actions it must take, and prepare for execution and filing any
documents to be executed and filed by the Trust, as the
Sponsor deems necessary or advisable in order to comply with
the applicable laws of any such States;

(c) to prepare for filing by the Trust an application to the New
York Stock Exchange or any other national stock exchange or
the NASDAQ National Market System for listing upon notice of
issuance of any Preferred Securities;

(d) to prepare for filing by the Trust with the Commission a
registration statement on Form 8-A relating to the
registration of the Preferred Securities under Section 12(b)
of the Exchange Act, including any amendments thereto; and

(e) to negotiate the terms of the Underwriting Agreement and
Pricing Agreement providing for the sale of the Preferred
Securities.

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ARTICLE V
Trustees

Section 5.1 Number of Trustees.

The number of Trustees shall initially be three (3), and:

(a) at any time before the issuance of any Trust Securities, the
Sponsor may, by written instrument, increase or decrease the
number of Trustees; and

(b) after the issuance of any Trust Securities, the number of
Trustees may be increased or decreased by vote of the Holders
of a Majority in liquidation amount of the Common Securities
voting as a class at a meeting of the Holders of the Common
Securities, provided that in any case, the number of Trustees
shall be at least three (3) and a majority of the Trustees
shall be Regular Trustees.

Section 5.2 Delaware Trustee.

If required by the Business Trust Act, one Trustee (the
"Delaware Trustee") shall be:

(a) a natural person who is a resident of the State of Delaware; or

(b) if not a natural person, an entity which has its principal
place of business in the State of Delaware, and otherwise
meets the requirements of applicable law,

provided that, if the Property Trustee has its principal place of business in
the State of Delaware and otherwise meets the requirements of applicable law,
then the Property Trustee shall also be the Delaware Trustee and Section 3.11
shall have no application. Except as otherwise provided, the Delaware
Trustee's sole duty shall be to, upon the request of the other Trustees or the
Sponsor, execute any documents and maintain custody of any records required to
form, maintain the existence of, or dissolve, the Trust under the Business
Trust Act.

Section 5.3 Property Trustee; Eligibility.

(a) There shall at all times be one Trustee which shall act as
Property Trustee which shall:

(i) not be an Affiliate of the Sponsor;

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(ii) be a corporation organized and doing business under
the laws of the United States of America or any State
or Territory thereof or of the District of Columbia,
or a corporation or Person permitted by the Commission
to act as an institutional trustee under the Trust
Indenture Act, authorized under such laws to exercise
corporate trust powers, having a combined capital and
surplus of at least 50 million U.S. dollars
($50,000,000), and subject to supervision or
examination by Federal, state, Territorial or District
of Columbia authority. If such corporation publishes
reports of condition at least annually, pursuant to
law or to the requirements of the supervising or
examining authority referred to above, then for the
purposes of this Section 5.3(a)(ii), the combined
capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set
forth in its most recent report of condition so
published.

(b) If at any time the Property Trustee shall cease to be eligible
to so act under Section 5.3(a), the Property Trustee shall
immediately resign in the manner and with the effect set forth
in Section 5.6(c).

(c) If the Property Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the Property Trustee and the Holder of the
Common Securities (as if it were the obligor referred to in
Section 310(b) of the Trust Indenture Act) shall in all
respects comply with the provisions of Section 310(b) of the
Trust Indenture Act.

(d) The Preferred Securities Guarantee shall be deemed to be
specifically described in this Declaration for purposes of
clause (i) of the first provision contained in Section 310(b)
of the Trust Indenture Act.

Section 5.4 Qualifications of Regular Trustees and Delaware Trustee Generally.

Each Regular Trustee and the Delaware Trustee (unless the
Property Trustee also acts as Delaware Trustee) shall be either a natural
person who is at least 21 years of age or a legal entity that shall act through
one or more Authorized Officers. Each of the Regular Trustees shall be an
employee or officer of the Sponsor or otherwise be affiliated with the Sponsor.

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Section 5.5 Initial Trustees.

The initial Regular Trustees shall be:

George C. Biehl
5241 Spring Mountain Road
Las Vegas, Nevada 89102

Jeffrey W. Shaw
5241 Spring Mountain Road
Las Vegas, Nevada 89102

The initial Delaware Trustee shall be:

Wilmington Trust Company
1100 N. Market Street
Wilmington, Delaware 19890

The Initial Property Trustee shall be:

Harris Trust and Savings Bank
311 West Monroe Street, 12th Floor
Chicago, Illinois 60606
Attention: Indenture Trust Administration

Section 5.6 Appointment, Removal and Resignation of Trustees.

(a) Subject to Section 5.6(b), Trustees may be appointed or
removed without cause at any time:

(i) until the issuance of any securities, by written
instrument executed by the Sponsor; and

(ii) after the issuance of any Trust Securities by vote of
the Holders of a Majority in liquidation amount of
the Common Securities voting as a class at a meeting
of the Holders of the Common Securities; and

(b) (i) The Trustee that acts as Property Trustee shall not
be removed in accordance with Section 5.6(a) until a
Successor Property Trustee has been appointed and has
accepted such appointment by written instrument
executed by such Successor Property Trustee and
delivered to the Regular Trustees and the Sponsor;
and

(ii) the Trustee that acts as Delaware Trustee shall not
be removed in accordance with this Section 5.6(a)
until a successor Trustee possessing the
qualifications to act as Delaware Trustee under
Sections 5.2 and 5.4 (a "Successor

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Delaware Trustee") has been appointed and has accepted
such appointment by written instrument executed by
such Successor Delaware Trustee and delivered to the
Regular Trustees and the Sponsor.

(c) A Trustee appointed to office shall hold office until his
successor shall have been appointed or until his death,
removal or resignation. Any Trustee may resign from office
(without need for prior or subsequent accounting) by any
instrument in writing signed by the Trustee and delivered to
the Sponsor and the Trust, which resignation shall take effect
upon such delivery or upon such later date as is specified
therein; provided, however, that:

(i) No such resignation of the Trustee that acts as the
Property Trustee shall be effective:

(A) until a Successor Property Trustee has been
appointed and has accepted such appointment
by instrument executed by such Successor
Property Trustee and delivered to the Trust,
the Sponsor and the resigning Property
Trustee; or

(B) until the assets of the Trust have been
completely liquidated and the proceeds
thereof distributed to the Holders of the
Trust Securities; and

(ii) no such resignation of the Trustee that acts as the
Delaware Trustee shall be effective until a Successor
Delaware Trustee has been appointed and has accepted
such appointment by instrument executed by such
Successor Delaware Trustee and delivered to the
Trust, the Sponsor and the resigning Delaware
Trustee.

(d) The Holders of the Common Securities shall use their best
efforts to promptly appoint a Successor Delaware Trustee or
Successor Property Trustee, as the case may be, as the
Property Trustee or the Delaware Trustee if the resigning
Property Trustee or Delaware Trustee delivers an instrument of
resignation in accordance with this Section 5.6.

(e) If no Successor Property Trustee or Successor Delaware Trustee
shall have been appointed and accepted appointment as provided
in this Section 5.6 within 60 days after delivery to the
Sponsor and the Trust of an instrument of resignation, the
resigning Property Trustee or Delaware Trustee, as applicable,
may

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petition any court of competent jurisdiction for appointment of
a Successor Property Trustee or Successor Delaware Trustee.
Such court may thereupon, after prescribing such notice, if
any, as it may deem proper, appoint a Successor Property
Trustee or Successor Delaware Trustee, as the case may be.

Section 5.7 Vacancies among Trustees.

If a Trustee ceases to hold office for any reason and the
number of Trustees is not reduced pursuant to Section 5.1, or if the number of
Trustees is increased pursuant to Section 5.1, a vacancy shall occur. A
resolution certifying the existence of such vacancy by a majority of the
Regular Trustees shall be conclusive evidence of the existence of such vacancy.
The vacancy shall be filled with a Trustee appointed in accordance with Section
5.6.

Section 5.8 Effect of Vacancies.

The death, resignation, retirement, removal, bankruptcy,
dissolution, liquidation, incompetence or incapacity to perform the duties of a
Trustee shall not operate to annul the Trust. Whenever a vacancy in the number
of Regular Trustees shall occur, until such vacancy is filled by the
appointment of a Regular Trustee in accordance with Section 5.6, the Regular
Trustees in office, regardless of their number, shall have all the powers
granted to the Regular Trustees and shall discharge all the duties imposed upon
the Regular Trustees by this Declaration.

Section 5.9 Meetings.

Meetings of the Regular Trustees shall be held from time to
time upon the call of any Regular Trustee. Regular meetings of the Regular
Trustees may be held at a time and place fixed by resolution of the Regular
Trustees. Notice of any in- person meetings of the Regular Trustees shall be
hand delivered or otherwise delivered in writing (including by facsimile, with
a hard copy by overnight courier) not less than 48 hours before such meeting.
Notice of any telephonic meetings of the Regular Trustees or any committee
thereof shall be hand delivered or otherwise delivered in writing (including by
facsimile, with a hard copy by overnight courier) not less than 24 hours before
a meeting. Notices shall contain a brief statement of the time, place and
anticipated purposes of the meeting. The presence (whether in person or by
telephone) of a Regular Trustee at a meeting shall constitute a waiver of
notice of such meeting except where a Regular Trustee attends a meeting for the
express purpose of objecting to the transaction of any activity on the ground
that the meeting has not been lawfully called or convened. Unless provided
otherwise in this Declaration, any action of the

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Regular Trustees may be taken at a meeting by vote of a majority of the Regular
Trustees present (whether in person or by telephone) and eligible to vote with
respect to such matter, provided that a Quorum is present, or without a meeting
by the unanimous written consent of the Regular Trustees.

Section 5.10 Delegation of Power.

(a) Any Regular Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the
age of 21 his or her power for the purpose of executing any
documents contemplated in Section 3.6, including any
registration statement or amendment thereto filed with the
Commission, or making any other governmental filing; and

(b) the Regular Trustees shall have power to delegate from time to
time to such of their number or to officers of the Trust the
doing of such things and the execution of such instruments
either in the name of the Trust or the names of the Regular
Trustees or otherwise as the Regular Trustees may deem
expedient, to the extent such delegation is not prohibited by
applicable law or contrary to the provisions of the Trust, as
set forth herein.

ARTICLE VI
Distributions

Section 6.1 Distributions.

Holders shall receive Distributions in accordance with the
applicable terms of the relevant Holder's Trust Securities. Distributions
shall be made on the Preferred Securities and the Common Securities in
accordance with the preferences set forth in their respective terms. If and to
the extent that the Note Issuer makes a payment of interest (including Deferred
Interest (as defined in the Indenture)), premium and principal on the Notes
held by the Property Trustee (the amount of any such payment being a "Payment
Amount"), the Property Trustee shall and is directed, to the extent funds are
available for that purpose, to make a distribution (a "Distribution") of the
Payment Amount to Holders.

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ARTICLE VII
Issuance of Trust Securities

Section 7.1 General Provisions Regarding Trust Securities.

(a) The Regular Trustees shall on behalf of the Trust issue one
class of preferred securities representing undivided
beneficial interests in the assets of the Trust having such
terms as are set forth in Exhibit A and incorporated herein by
reference (the "Preferred Securities") and one class of common
securities representing undivided beneficial interests in the
assets of the Trust having such terms as are set forth in
Exhibit A (the "Common Securities"). The Trust shall have no
securities or other interests in the assets of the Trust other
than the Preferred Securities and the Common Securities.

(b) The Certificates shall be signed on behalf of the Trust by the
Regular Trustees (or if there are more than two Regular
Trustees by any two of the Regular Trustees). Such signatures
may be the manual or facsimile signatures of the present or
any future Regular Trustee. Typographical and other minor
errors or defects in any such reproduction of any such
signature shall not affect the validity of any Certificate.
In case any Regular Trustee of the Trust who shall have signed
any of the Trust Securities shall cease to be such Regular
Trustee before the Certificates so signed shall be delivered
by the Trust, such Certificates nevertheless may be delivered
as though the person who signed such Certificates had not
ceased to be such Regular Trustee; and any Certificate may be
signed on behalf of the Trust by such persons who, at the
actual date of execution of such Trust Security, shall be the
Regular Trustees of the Trust, although at the date of the
execution and delivery of the Declaration any such person was
not such a Regular Trustee. Certificates shall be printed,
lithographed or engraved or may be produced in any other
manner as is reasonably acceptable to the Regular Trustees, as
evidenced by their execution thereof, and may have such
letters, numbers or other marks or identification or
designation and such legends or endorsements as the Regular
Trustees may deem appropriate, or as may be required to comply
with any law or with any rule or regulation of any stock
exchange on which Trust Securities may be listed, or to
conform to usage.

(c) The consideration shall be received by the Property Trustee
for the issuance of the Trust Securities, which consideration
shall constitute a

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contribution to the capital of the Trust and shall not
constitute a loan to the Trust.

(d) Upon issuance of the Trust Securities as provided in this
Declaration, the Trust Securities so issued shall be deemed to
be validly issued, fully paid and non-assessable.

(e) Every Person, by virtue of having become a Holder or a
Preferred Security Beneficial Owner in accordance with the
terms of this Declaration, shall be deemed to have expressly
assented and agreed to the terms of, and shall be bound by,
this Declaration.

ARTICLE VIII
Termination

Section 8.1 Termination of Trust.

(a) The Trust shall terminate on the earlier of December 31, 2050
or:

(i) upon the bankruptcy of the Holder of the Common
Securities or the Sponsor;

(ii) upon the filing of a certificate of dissolution or
its equivalent with respect to the Holder of the
Common Securities or the Sponsor; the filing of a
certificate of cancellation with respect to the Trust
or the revocation of the Holder of the Common
Securities or the Sponsor's charter and the
expiration of 90 days after the date of revocation
without a reinstatement thereof;

(iii) upon the entry of a decree of judicial dissolution of
the Holder of the Common Securities, the Sponsor or
the Trust;

(iv) when all of the Trust Securities shall have been
called for redemption and the amounts necessary for
redemption thereof shall have been paid to the
Holders in accordance with the terms of the Trust
Securities;

(v) upon the occurrence and continuation of a Tax Event
pursuant to which the Trust shall have been dissolved
in accordance with the terms of the Trust Securities
and all of the Notes endorsed thereon shall have been
distributed to the Holders of Trust Securities in
exchange for all of the Trust Securities; or

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(vi) before the issuance of any Trust Securities, with the
consent of all of the Regular Trustees and the
Sponsor.

(b) As soon as is practicable after the occurrence of an event
referred to in Section 8.1(a), the Delaware Trustee shall file
a certificate of cancellation with the Secretary of State of
the State of Delaware.

ARTICLE IX
Transfer of Interest

Section 9.1 Transfer of Trust Securities.

(a) Trust Securities may only be transferred, in whole or in part,
in accordance with the terms and conditions set forth in this
Declaration and in the terms of the Trust Securities. Any
transfer or purported transfer of any Trust Security not made
in accordance with this Declaration shall be null and void.

(b) Subject to this Article IX, Preferred Securities shall be
freely transferable.

(c) Subject to this Article IX, the Sponsor and any Related Party
may only transfer Common Securities to the Sponsor or a
Related Party of the Sponsor; provided that, any such transfer
is subject to the conditions precedent that the transferor
obtain the written opinion of nationally recognized
independent counsel experienced in such matters that such
transfer would not cause more than an insubstantial risk that:

(i) the Trust would not be classified for United States
federal income tax purposes as a grantor trust; and

(ii) the Trust would be an Investment Company or the
transferee would become an Investment Company.

Section 9.2 Transfer of Certificates.

The Regular Trustees shall provide for the registration of
Certificates and of transfers of Certificates, which will be effected without
charge but only upon payment (with such indemnity as the Regular Trustees may
require) in respect of any tax or other governmental charges that may be
imposed in relation to it. Upon surrender for registration of transfer of any

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Certificate, the Regular Trustees shall cause one or more new Certificates to be
issued in the name of the designated transferee or transferees. Every
Certificate surrendered for registration of transfer shall be accompanied by a
written instrument of transfer in form satisfactory to the Regular Trustees duly
executed by the Holder or such Holder's attorney duly authorized in writing.
Each Certificate surrendered for registration of transfer shall be canceled by
the Regular Trustees. A transferee of a Certificate shall be entitled to the
rights and subject to the obligations of a Holder hereunder upon the receipt by
such transferee of a Certificate. By acceptance of a Certificate, each
transferee shall be deemed to have agreed to be bound by this Declaration and
the documents incorporated by reference herein.

Section 9.3 Deemed Trust Security Holders.

The Trustees may treat the Person in whose name any
Certificate shall be registered on the books and records of the Trust as the
sole holder of such Certificate and of the Trust Securities represented by such
Certificate for purposes of receiving Distributions and for all other purposes
whatsoever and, accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such Certificate or in the Trust Securities
represented by such Certificate on the part of any Person, whether or not the
Trust shall have actual or other notice thereof.

Section 9.4 Book Entry Interests.

Unless otherwise specified in the terms of the Preferred
Securities, the Preferred Securities Certificates, on original issuance, will
be issued in the form of one or more, fully registered, global Preferred
Security Certificates (each, a "Global Certificate"), to be delivered to DTC,
the initial Depositary, by, or on behalf of, the Trust. Such Global
Certificates shall initially be registered on the books and records of the
Trust in the name of Cede & Co., the nominee of DTC, and no Preferred Security
Beneficial Owner will receive a definitive Preferred Security Certificate
representing such Preferred Security Beneficial Owner's interests in such
Global Certificates, except as provided in Section 9.7. Unless and until
definitive, fully registered Preferred Security Certificates (the "Definitive
Preferred Security Certificates") have been issued to the Preferred Security
Beneficial Owners pursuant to Section 9.7:

(a) the provisions of this Section 9.4 shall be in full force and
effect;

(b) the Trust and the Trustees shall be entitled to deal with the
Depositary for all purposes of this

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Declaration (including the payment of Distributions on the
Global Certificates and receiving approvals, votes or consents
hereunder) as the Holder of the Preferred Securities and the
sole holder of the Global Certificates and shall have no
obligation to the Preferred Security Beneficial Owners;

(c) to the extent that the provisions of this Section 9.4 conflict
with any other provisions of the Declaration, the provisions
of this Section 9.4 shall control; and

(d) the rights of the Preferred Security Beneficial Owners shall
be exercised only through the Depositary and shall be limited
to those established by law and agreements between such
Preferred Security Beneficial Owners and the Depositary and/or
the Depositary Participants and receive and transmit payments
of Distributions on the Global Certificates to such Depositary
Participants. DTC will make book entry transfers among the
Depositary Participants.

Section 9.5 Notices to Depositary.

Whenever a notice or other communication to the Preferred
Security Holder is required under this Declaration, unless and until Definitive
Preferred Security Certificates shall have been issued to the Preferred
Security Beneficial Owners pursuant to Section 9.7 the Regular Trustees shall
give all such notices and communications specified herein to be given to the
Preferred Security Holders to the Depositary, and shall have no notice
obligations to the Preferred Security Beneficial Owners.

Section 9.6 Appointment of Successor Depositary.

If any Depositary elects to discontinue its services as
securities depositary with respect to the Preferred Securities, the Regular
Trustees may, in their sole discretion, appoint a successor Depositary with
respect to such Preferred Securities.

Section 9.7 Definitive Preferred Security Certificates.

If:

(a) a Depositary elects to discontinue its services as securities
depositary with respect to the Preferred Securities and a
successor Depositary is not appointed within 90 days after
such discontinuance pursuant to Section 9.6; or

(b) the Regular Trustees elect after consultation with the Sponsor
to terminate the book entry system through the Depositary with
respect to the Preferred Securities,

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then:

(c) Definitive Preferred Security Certificates shall be prepared
by the Regular Trustees on behalf of the Trust with respect to
such Preferred Securities; and

(d) upon surrender of the Global Certificates by the Depositary,
accompanied by registration instructions, the Regular Trustees
shall cause Definitive Certificates to be delivered to
Preferred Security Beneficial Owners in accordance with the
instructions of the Depositary. Neither the Trustees nor the
Trust shall be liable for any delay in delivery of such
instructions and each of them may conclusively rely on and
shall be protected in relying on, said instructions of the
Depositary. The Definitive Preferred Security Certificates
shall be printed, lithographed or engraved or may be produced
in any other manner as is reasonably acceptable to the Regular
Trustees, as evidenced by their execution thereof, and may
have such letters, numbers or other marks of identification or
designation and such legends or endorsements as the Regular
Trustees may deem appropriate, or as may be required to comply
with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange
on which Preferred Securities may be listed, or to conform to
usage.

Section 9.8 Mutilated, Destroyed, Lost or Stolen Certificates.

If:

(a) any mutilated Certificates should be surrendered to the
Regular Trustees, or if the Regular Trustees shall receive
evidence to their satisfaction of the destruction, loss or
theft of any Certificate; and

(b) there shall be delivered to the Regular Trustees such security
or indemnity as may be required by them to keep each of them
harmless.

then:

In the absence of notice that such Certificate shall have been
acquired by a bona fide purchaser, any two Regular Trustees on behalf of the
Trust shall execute and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
denomination. In connection with the issuance of any new Certificate under
this Section 9.8, the Regular Trustees may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith. Any duplicate

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Certificate issued pursuant to this Section shall constitute conclusive evidence
of an ownership interest in the relevant Trust Securities, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.

ARTICLE X
Limitation of Liability of Holders
of Trust Securities, Trustees or Others

Section 10.1 Liability.

(a) Except as expressly set forth in this Declaration, the
Preferred Securities Guarantee, the Common Securities
Guarantee and the terms of the Trust Securities, the Sponsor
shall not be:

(i) personally liable for the return of any portion of
the capital contributions (or any return thereon) of
the Holders of the Trust Securities which shall be
made solely from assets of the Trust; and

(ii) be required to pay to the Trust or to any Holder of
Trust Securities any deficit upon dissolution of the
Trust or otherwise.

(b) Pursuant to Section 3803(a) of the Business Trust Act:

(i) the Holder of the Common Securities shall be liable
for all of the debts and obligations of the Trust
(other than with respect to the Trust Securities) to
the extent not satisfied out of the Trust's assets;
and

(ii) the Holders of the Preferred Securities shall be
entitled to the same limitation of personal liability
extended to stockholders of private corporations for
profit organized under the General Corporation Law of
the State of Delaware.

Section 10.2 Exculpation.

(a) No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Trust or any
Covered Person for any loss, damage or claim incurred by
reason of any act or omission performed or omitted by such
Indemnified Person in good faith on behalf of the Trust and in
a manner such Indemnified Person reasonably believed to be
within the scope of the authority conferred on such
Indemnified Person by this Declaration or by law, except that
an Indemnified Person shall be liable for any such loss,
damage or

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claim incurred by reason of such Indemnified Person's gross
negligence (or, in the case of the Property Trustee,
negligence) or willful misconduct with respect to such acts or
omissions.

(b) An Indemnified Person shall be fully protected in relying in
good faith upon the records of the Trust and upon such
information, opinions, reports or statements presented to the
Trust by any Person as to matters the Indemnified Person
reasonably believes are within such other Person's
professional or expert competence and who has been selected
with reasonable care by or on behalf of the Trust, including
information, opinions, reports or statements as to the value
and amount of the assets, liabilities, profits, losses, or any
other facts pertinent to the existence and amount of assets
from which Distributions to Holders of Trust Securities might
properly be paid.

Section 10.3 Fiduciary Duty.

(a) To the extent that, at law or in equity, an Indemnified Person
has duties (including fiduciary duties) and liabilities
relating thereto to the Trust or to any other Covered Person,
an Indemnified Person acting under this Declaration shall not
be liable to the Trust or to any other Covered Person for its
good faith reliance on the provisions of this Declaration.
The provisions of this Declaration, to the extent that they
restrict the duties and liabilities of an Indemnified Person
otherwise existing at law or in equity (other than the duties
imposed on the Property Trustee under the Trust Indenture
Act), are agreed by the parties hereto to replace such other
duties and liabilities of such Indemnified Person.

(b) Unless otherwise expressly provided herein:

(i) whenever a conflict of interest exists or arises
between an Indemnified Person and any Covered Person;
or

(ii) whenever this Declaration or any other agreement
contemplated herein or therein provides that an
Indemnified Person shall act in a manner that is, or
provides terms that are, fair and reasonable to the
Trust or any Holder of Trust Securities,

the Indemnified Person shall resolve such conflict of
interest, take such action or provide such terms, considering
in each case the relative interest of each party (including
its own interest) to such conflict,

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agreement, transaction or situation and the benefits and
burdens relating to such interests, any customary or accepted
industry practices, and any applicable generally accepted
accounting practices or principles. In the absence of bad
faith by the Indemnified Person, the resolution, action or term
so made, taken or provided by this Indemnified Person shall not
constitute a breach of this Declaration or any other agreement
contemplated herein or of any duty or obligation of the
Indemnified Person at law or in equity or otherwise.

(i) in its "discretion" or under a grant of similar
authority, the Indemnified Person shall be entitled
to consider such interests and factors as it desires,
including its own interests, and shall have no duty
or obligation to give any consideration to any
interest of or factors affecting the Trust or any
other Person; or

(ii) in its "good faith" or under another express
standard, the Indemnified Person shall act under such
express standard and shall not be subject to any
other or different standard imposed by this
Declaration or by applicable law.

Section 10.4 Indemnification.

(a) To the fullest extent permitted by applicable law, the Sponsor
shall indemnify and hold harmless each Indemnified Person from
and against any loss, damage, liability, tax, penalty, expense
or claim of any kind or nature whatsoever incurred by such
Indemnified Person by reason of the creation, operation or
termination of the Trust or any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of
the Trust and in a manner such Indemnified Person reasonably
believed to be within the scope of authority conferred on such
Indemnified Person by this Declaration, except that no
Indemnified Person shall be entitled to be indemnified in
respect of any loss, damage or claim incurred by such
Indemnified Person by reason of gross negligence (or, in the
case of the Property Trustee, negligence) or willful
misconduct with respect to such acts or omissions.

(b) To the fullest extent permitted by applicable law, expenses
(including legal fees) incurred by an Indemnified Person in
defending any claim, demand, action, suit or proceeding shall,
from time to time, be

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advanced by the Sponsor prior to the final disposition of such
claim, demand, action, suit or proceeding upon receipt by the
Sponsor of an undertaking by or on behalf of the Indemnified
Person to repay such amount if it shall be determined that the
Indemnified Person is not entitled to be indemnified as
authorized in Section 10.4(a). The indemnification shall
survive the termination of this Declaration or the earlier
removal or resignation of any of the Trustees or the Property
Trustee.

Section 10.5 Outside Businesses.

Any Covered Person, the Sponsor, the Note Issuer, the Delaware
Trustee and the Property Trustee may engage in or possess an interest in other
business ventures of any nature or description, independently or with others,
similar or dissimilar to the business of the Trust, and the Trust and the
Holders of Trust Securities shall have no rights by virtue of this Declaration
in and to such independent ventures or the income or profits derived therefrom
and the pursuit of any such venture, even if competitive with the business of
the Trust, shall not be deemed wrongful or improper. No Covered Person, the
Sponsor, the Note Issuer, the Delaware Trustee, or the Property Trustee shall
be obligated to present any particular investment or other opportunity to the
Trust even if such opportunity is of a character that, if presented to the
Trust, could be taken by the Trust, and any Covered Person, the Sponsor, the
Note Issuer, the Delaware Trustee and the Property Trustee shall have the right
to take for its own account (individually or as a partner or fiduciary) or to
recommend to others any such particular investment or other opportunity. Any
Covered Person, the Delaware Trustee and the Property Trustee may engage or be
interested in any financial or other transaction with the Sponsor or any
Affiliate of the Sponsor, or may act as depositary for, trustee or agent for,
or act on any committee or body of holders of, securities or other obligations
of the Sponsor or its Affiliates.

ARTICLE XI
Accounting

Section 11.1 Fiscal Year.

The fiscal year ("Fiscal Year") of the Trust shall be the
calendar year, or such other year as is required by the Code.

Section 11.2 Certain Accounting Matters.

(a) At all times during the existence of the Trust, the Regular
Trustees shall keep, or cause to be kept, full

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books of account, records and supporting documents, which shall
reflect in reasonable detail, each transaction of the Trust.
The books of account shall be maintained on the accrual method
of accounting, in accordance with generally accepted accounting
principles, consistently applied. The Trust shall use the
accrual method of accounting for United States federal income
tax purposes. The books of account and the records of the Trust
shall be examined by and reported upon as of the end of each
Fiscal Year by a firm of independent certified public
accountants selected by the Regular Trustees.

(b) The Regular Trustees shall cause to be prepared and delivered
to each of the Holders of Trust Securities, within 90 days
after the end of each Fiscal Year of the Trust, annual
financial statements of the Trust, including a balance sheet
of the Trust as of the end of such Fiscal Year, and the
related statements of income or loss.

(c) The Regular Trustees shall cause to be duly prepared and
delivered to each of the Holders of Trust Securities any
United States federal income tax information statement
required by the Code, containing such information with regard
to the Trust Securities held by each Holder as is required by
the Code and the Treasury Regulations, and any comparable
statements required to be provided under the law of any other
taxing jurisdiction. Notwithstanding any right under the Code
or other law to deliver any such statement at a later date,
the Regular Trustees shall endeavor to deliver all such
statements within 30 days after the end of each Fiscal Year of
the Trust.

(d) The Regular Trustees shall cause to be duly prepared and filed
with the appropriate taxing authority an annual United States
federal income tax return Form 1041 or such other form
required by United States federal income tax law, and any
other tax returns or reports required to be filed by the
Regular Trustees on behalf of the Trust with any state or
local taxing authority.

Section 11.3 Banking.

The Trust shall maintain one or more bank accounts in the name
and for the sole benefit of the Trust; provided, however, that all payments of
funds in respect of the Notes held by the Property Trustee shall be made
directly to the Property Trustee Account and no other funds of the Trust shall
be deposited in the Property Trustee Account. The sole signatories

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51
for such accounts shall be designated by the Regular Trustees; provided,
however, that the Property Trustee shall designate the sole signatories for the
Property Trustee Account.

Section 11.4 Withholding.

The Trust and the Regular Trustees shall comply with all
withholding requirements under United States federal, state and local law. The
Trust shall request, and the Holders shall provide to the Trust, such forms or
certificates as are necessary to establish an exemption from withholding with
respect to each Holder, and any representations and forms as shall reasonably
be requested by the Trust to assist it in determining the extent of, and in
fulfilling, its withholding obligations. The Regular Trustees shall file
required forms with applicable jurisdictions and, unless an exemption from
withholding is properly established by a Holder, shall remit amounts withheld
with respect to the Holder to applicable jurisdictions. To the extent that the
Trust is required to withhold and pay over any amounts to any authority with
respect to distributions or allocations to any Holder, the amount withheld
shall be deemed to be a distribution in the amount of the withholding to the
Holder. In the event of any claimed over withholding, Holders shall be limited
to an action against the applicable jurisdiction. If the amount required to be
withheld was not withheld from actual Distributions made to any Holder, the
Trust may reduce subsequent Distributions to such Holder by the amount of such
withholding.

ARTICLE XII
Amendments and Meetings

Section 12.1 Amendments.

(a) Except as otherwise provided in this Declaration or by any
applicable terms of the Trust Securities, this Declaration may
only be amended by a written instrument approved and executed
by:

(i) the Regular Trustees (or, if there are more than two
Regular Trustees a majority of the Regular Trustees);

(ii) if the amendment affects the rights, powers, duties,
obligations or immunities of the Property Trustee,
the Property Trustee; and

(iii) if the amendment affects the rights, powers, duties,
obligations or immunities of the Delaware Trustee,
the Delaware Trustee;

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(b) No amendment shall be made, and any purported amendment shall
be void and ineffective:

(i) unless, in the case of any proposed amendment, the
Property Trustee shall have first received an
Officers' Certificate from each of the Trust and the
Sponsor that such amendment is permitted by, and
conforms to, the terms of this Declaration (including
the terms of the Trust Securities);

(ii) unless, in the case of any proposed amendment which
affects the rights, powers, duties, obligations or
immunities of the Property Trustee, the Property
Trustee shall have first received:

(A) an Officers' Certificate from each of the
Trust and the Sponsor that such amendment is
permitted by, and conforms to, the terms of
this Declaration (including the terms of the
Trust Securities); and

(B) an opinion of counsel (who may be counsel to
the Sponsor or the Trust) that such amendment
is permitted by, and conforms to, the terms
of this Declaration (including the terms of
the Trust Securities); and

(iii) to the extent the result of such amendment would be
to:

(A) cause the Trust to fail to continue to be
classified for purposes of United States
federal income taxation as a grantor trust;

(B) reduce or otherwise adversely affect the
powers of the Property Trustee in
contravention of the Trust Indenture Act; or

(c) at such time after the Trust has issued any Trust Securities
that remain outstanding, any amendment that would adversely
affect the rights, privileges or preferences of any Holder of
Trust Securities may be effected only with such additional
requirements as may be set forth in the terms of such Trust
Securities;

(d) Section 9.1(c) and this Section 12.1 shall not be amended
without the consent of all of the Holders of the Trust
Securities;

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(e) Article IV shall not be amended without the consent of the
Holders of a Majority in liquidation amount of the Common
Securities;

(f) the rights of the holders of the Common Securities under
Article V to increase or decrease the number of, and appoint
and remove Trustees shall not be amended without the consent
of the Holders of a Majority in liquidation amount of the
Common Securities; and

(g) notwithstanding Section 12.1(c), this Declaration may be
amended without the consent of the Holders of the Trust
Securities to:

(i) cure any ambiguity;

(ii) correct or supplement any provision in this
Declaration that may be defective or inconsistent
with any other provision of this Declaration;

(iii) add to the covenants, restrictions or obligations of
the Sponsor; and

(iv) conform to any change in Rule 3a-5 or other exemption
from the requirement to register as an Investment
Company under the Investment Company Act or written
change in the interpretation or application thereof
by any legislative body, court, government agency or
regulatory authority which amendment does not have a
material adverse effect on the rights, preferences or
privileges of the Holders.

Section 12.2 Meetings of the Holders of Trust Securities; Action by Written
Consent.

(a) Meetings of the Holders of any class of Trust Securities may
be called at any time by the Regular Trustees (or as provided
in the terms of the Trust Securities) to consider and act on
any matter on which Holders of such class of Trust Securities
are entitled to act under the terms of this Declaration, the
terms of the Trust Securities or the rules of any stock
exchange, the NASDAQ National Market System or other
organization on which the Preferred Securities are listed or
admitted for trading. The Regular Trustees shall call a
meeting of the Holders of such class if directed to do so by
the Holders of at least 10% in liquidation amount of such
class of Trust Securities. Such direction shall be given by
delivering to the Regular Trustees one or more calls in a
writing stating that the signing Holders of Trust Securities
wish to

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call a meeting and indicating the general or specific purpose
for which the meeting is to be called. Any Holders of Trust
Securities calling a meeting shall specify in writing the
Certificates held by the Holders of Trust Securities exercising
the right to call a meeting and only those Trust Securities
specified shall be counted for purposes of determining whether
the required percentage set forth in the second sentence of
this paragraph has been met.

(b) Except to the extent otherwise provided in the terms of the
Trust Securities, the following provisions shall apply to
meetings of Holders of Trust Securities:

(i) notice of any such meeting shall be given to all the
Holders of Trust Securities having a right to vote
thereat at least 7 days and not more than 60 days
before the date of such meeting. Whenever a vote,
consent or approval of the Holders of Trust
Securities is permitted or required under this
Declaration or the rules of any stock exchange, the
NASDAQ National Market System or other organization
on which the Preferred Securities are listed or
admitted for trading, such vote, consent or approval
may be given at a meeting of the Holders of Trust
Securities. Any action that may be taken at a
meeting of the Holders of Trust Securities may be
taken without a meeting if a consent in writing
setting forth the action so taken is signed by the
Holders of Trust Securities owning not less than the
minimum amount of Trust Securities in liquidation
amount that would be necessary to authorize or take
such action at a meeting at which all Holders of
Trust Securities having a right to vote thereon were
present and voting. Prompt notice of the taking of
action without a meeting shall be given to the
Holders of Trust Securities entitled to vote who have
not consented in writing. The Regular Trustees may
specify that any written ballot submitted to a Holder
for the purpose of taking any action without a
meeting shall be returned to the Trust within the
time specified by the Regular Trustees;

(ii) each Holder of a Trust Security may authorize any
Person to act for it by proxy on all matters in which
a Holder of Trust Securities is entitled to
participate, including waiving notice of any meeting,
or voting or participating at a meeting. No proxy
shall be valid after the expiration of 11 months from
the date thereof unless otherwise provided in the
proxy. Every proxy shall be

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revocable at the pleasure of the Holder of Trust
Securities executing it. Except as otherwise provided
herein, all matters relating to the giving, voting or
validity of proxies shall be governed by the General
Corporation Law of the State of Delaware relating to
proxies, and judicial interpretations thereunder, as
if the Trust were a Delaware corporation and the
Holders of the Trust Securities were stockholders of a
Delaware corporation;

(iii) each meeting of the Holders of the Trust Securities
shall be conducted by the Regular Trustees or by such
other Person that the Regular Trustees may designate;
and

(iv) unless the Business Trust Act, this Declaration, the
terms of the Trust Securities, the Trust Indenture
Act or the listing rules of any stock exchange, the
NASDAQ National Market System or other organization
on which the Preferred Securities are then listed or
trading, otherwise provides, the Regular Trustees, in
their sole discretion, shall establish all other
provisions relating to meetings of Holders of Trust
Securities, including notice of the time, place or
purpose of any meeting at which any matter is to be
voted on by any Holders of Trust Securities, waiver
of any such notice, action by consent without a
meeting, the establishment of a record date, quorum
requirements, voting in person or by proxy or any
other matter with respect to the exercise of any such
right to vote.

ARTICLE XIII
Representations and Warranties of
Property Trustee and Delaware Trustee

Section 13.1 Representations and Warranties of Property Trustee.

The trustee that acts as initial Property Trustee represents
and warrants to the Trust and to the Sponsor at the date of this Declaration,
and each successor Property Trustee represents and warrants to the Trust and
the Sponsor at the time of the successor Property Trustee's acceptance of its
appointment as Property Trustee that:

(a) The Property Trustee is a banking corporation with trust
powers, duly organized, validly existing and in good standing
under the laws of the United States or the State of Illinois,
with trust power and authority

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to execute and deliver, and to carry out and perform its
obligations under the terms of, the Declaration and with its
principal place of business in Illinois.

(b) The execution, delivery and performance by the Property
Trustee of the Declaration has been duly authorized by all
necessary corporate action on the part of the Property
Trustee. The Declaration has been duly executed and delivered
by the Property Trustee, and it constitutes a legal, valid and
binding obligation of the Property Trustee, enforceable
against it in accordance with its terms, subject to applicable
bankruptcy, reorganization, moratorium, insolvency, and other
similar laws affecting creditors' rights generally and to
general principles of equity and the discretion of the court
(regardless of whether the enforcement of such remedies is
considered in a proceeding in equity or at law).

(c) The execution, delivery and performance of the Declaration by
the Property Trustee does not conflict with or constitute a
breach of the charter or By-laws of the Property Trustee.

(d) The Property Trustee, pursuant to the Declaration, shall hold
legal title and a valid ownership interest in the Notes in
accordance with the provisions hereof.

Section 13.2 Representations and Warranties of Delaware Trustee.

The trustee that acts as initial Delaware Trustee represents
and warrants to the Trust and to the Sponsor at the date of this Declaration,
and each successor Delaware Trustee represents and warrants to the Trust and to
the Sponsor at the time of its acceptance of its appointment as Delaware
Trustee that:

(a) The Delaware Trustee is either a natural person who is a
resident of the State of Delaware or, if not a natural person,
an entity which has its principal place of business in the
State of Delaware.

(b) The execution, delivery and performance by the Delaware
Trustee of the Declaration and Certificate of Trust has been
duly authorized by all necessary corporate action on the part
of the Delaware Trustee. The Declaration has been duly
executed and delivered by the Delaware Trustee and, under
Delaware law, constitutes a legal, valid and binding
obligation of the Delaware Trustee, enforceable against it in
accordance with its terms, subject to applicable bankruptcy,
reorganization, moratorium, insolvency, and other similar laws

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affecting creditors' rights generally and to general principles
of equity and the discretion of the court (regardless of
whether the enforcement of such remedies is considered in a
proceeding in equity or at law).

(c) The execution, delivery and performance of the Declaration and
Certificate of Trust by the Delaware Trustee does not conflict
with or constitute a breach of the charter or By-laws of the
Delaware Trustee.

ARTICLE XIV
Miscellaneous

Section 14.1 Notices.

All notices, instructions, requests and demands provided for
in this Declaration shall be in writing, duly signed by the party giving same,
and shall be delivered, telecopied or mailed by registered or certified mail,
as follows:

(a) if given to the Trust, in care of the Regular Trustees at the
Trust's mailing address set forth below (or such other address
as the Trust may give notice of to the Holders of the Trust
Securities):

SOUTHWEST GAS CAPITAL I
5241 Spring Mountain Road
Las Vegas, Nevada 89102
Telecopy number: (702) 876-7037

(b) if given to the Property Trustee, at the mailing address set
forth below (or such other address as the Property Trustee may
give notice of to the Holders of the Trust Securities):

HARRIS TRUST AND SAVINGS BANK
311 West Monroe Street, 12th Floor
Chicago, Illinois 60606
Attention: Indenture Trust Division
Telecopy number: (312) 461-3525

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(c) if given to the Delaware Trustee, at the mailing address set
forth below (or such other address as the Delaware Trustee may
give notice of to the Holders of the Trust Securities):

WILMINGTON TRUST COMPANY
1100 North Market Street
Wilmington, Delaware 19890

(d) if given to the Holder of the Common Securities, at the
mailing address of the Sponsor set forth below (or such other
address as the Holder of the Common Securities may give notice
to the Trust):

SOUTHWEST GAS CORPORATION
5241 Spring Mountain Road
Las Vegas, Nevada 89102
Attention: Chief Financial Officer
Telecopy number: (702) 876-7037

(e) if given to any other Holder, at the address set forth on the
books and records of the Trust.

All such notices shall be deemed to have been given when
received in person, telecopied with receipt confirmed, or mailed by first class
mail, postage prepaid except that if a notice or other document is refused
delivery or cannot be delivered because of a changed address of which no notice
was given, such notice or other document shall be deemed to have been delivered
on the date of such refusal or inability to deliver.

Section 14.2 Governing Law.

This Declaration and the rights of the parties hereunder shall
be governed by and interpreted in accordance with the laws of the State of
Delaware and all rights and remedies shall be governed by such laws without
regard to principles of conflict of laws.

Section 14.3 Intention of the Parties.

It is the intention of the parties hereto that the Trust not
be characterized for United States federal income tax purposes as an
association taxable as a corporation or a partnership but rather that the Trust
be characterized as a grantor trust or otherwise in a manner such that each
Holder of Trust Securities will be treated as owning an undivided beneficial
interest in the Notes. The provisions of this Declaration shall be interpreted
to further this intention of the parties.

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Section 14.4 Headings.

Headings contained in this Declaration are inserted for
convenience of reference only and do not affect the interpretation of this
Declaration or any provision hereof.

Section 14.5 Successors and Assigns.

Whenever in this Declaration any of the parties hereto is
named or referred to, the successors and assigns of such party shall be deemed
to be included, and all covenants and agreements in this Declaration by the
Sponsor and the Trustees shall bind and inure to the benefit of their
respective successors and assigns, whether so expressed.

Section 14.6 Partial Enforceability.

If any provision of this Declaration, or the application of
such provision to any Person or circumstance, shall be held invalid, the
remainder of this Declaration, or the application of such provision to persons
or circumstances other than those to which it is held invalid, shall not be
affected thereby.

Section 14.7 Counterparts.

This Declaration may contain more than one counterpart of the
signature page and this Declaration may be executed by the affixing of the
signature of each of the Trustees and the Property Trustee to one of such
counterpart signature pages. All of such counterpart signature pages shall be
read as though one, and they shall have the same force and effect as though all
of the signers had signed a single signature page.

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IN WITNESS WHEREOF, the undersigned has caused these presents
to be executed as of the day and year first above written.

GEORGE C. BIEHL,
as Trustee

/s/ GEORGE C. BIEHL
------------------------------

JEFFREY W. SHAW,
as Trustee

/s/ JEFFREY W. SHAW
------------------------------

WILMINGTON TRUST COMPANY,
as Delaware Trustee

By: /s/ NORMA P. CLOSS
Name: Norma P. Closs
Title: Vice President

SOUTHWEST GAS CORPORATION,
as Sponsor

By: /s/ THOMAS J. TRIMBLE
Name: Thomas J. Trimble
Title: Senior Vice President, General
Counsel and Secretary

HARRIS TRUST AND SAVINGS BANK,
as Property Trustee

By: /s/ E. KAY LIEDERMAN
Name: E. Kay Liederman
Title: Vice President

S-1
61
EXHIBIT A

TERMS OF
9.125% TRUST ORIGINATED PREFERRED SECURITIES
9.125% TRUST ORIGINATED COMMON SECURITIES

Pursuant to Section 7.1 of the Amended and Restated
Declaration of Trust, dated as of October 26, 1995 (as amended from
time to time, the "Declaration"), the designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Preferred
Securities and the Common Securities are set out below (each capitalized term
used but not defined herein has the meaning set forth in the Declaration or, if
not defined in such Declaration, as defined in the Prospectus referred to
below):

1. Designation and Number.

(a) "Preferred Securities." 2,400,000 Preferred Securities
of the Trust with an aggregate liquidation amount with respect
to the assets of the Trust of SIXTY MILLION DOLLARS
($60,000,000) and a liquidation amount with respect to the
assets of the Trust of $25 per Preferred Security, are hereby
designated for the purposes of identification only as "9.125%
Trust Originated Preferred Securities" (the "Preferred
Securities"). The Certificates evidencing the Preferred
Securities shall be substantially in the form attached hereto
as Annex I, with such changes and additions thereto or
deletions therefrom as may be required by ordinary usage,
custom or practice or to conform to the rules of any stock
exchange on which the Preferred Securities are listed.

(b) "Common Securities." 72,000 Common Securities of the
Trust with an aggregate liquidation amount with respect to the
assets of the Trust of ONE MILLION EIGHT HUNDERED THOUSAND
DOLLARS and a liquidation amount with respect to the assets
of the Trust of $25 per Common Security, are hereby
designated for the

A-1
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purposes of identification only as "9.125% Trust Originated
Common Securities" (the "Common Securities"). The Certificates
evidencing the Common Securities shall be substantially in the
form attached hereto as Annex II, with such changes and
additions thereto or deletions therefrom as may be required by
ordinary usage, custom or practice.

2. Distributions.

(a) Distributions payable on each Trust Security will be fixed at
a rate per annum of [*.*]% (the "Coupon Rate") of the stated
liquidation amount of $25 per Trust Security, such rate being
the rate of interest payable on the Notes to be held by the
Property Trustee. Distributions in arrears for more than one
quarter will bear interest thereon compounded quarterly at the
Coupon Rate (to the extent permitted by applicable law). The
term "Distributions" as used herein includes such cash
distributions and any such interest payable unless otherwise
stated. A Distribution is payable only to the extent that
payments are made in respect of the Notes held by the Property
Trustee. The amount of Distributions payable for any period
will be computed for any full quarterly Distribution period on
the basis of a 360-day year of twelve 30-day months, and for
any period shorter than a full quarterly Distribution period
for which Distributions are computed, Distributions will be
computed on the basis of the actual number of days elapsed per
30-day month.

(b) Distributions on the Trust Securities will be cumulative, will
accrue from October 31, 1995, and will be payable
quarterly in arrears, on March 31, June 30, September 30, and
December 31 of each year, commencing on December 31, 1995
except as otherwise described below. The Note Issuer has the
right under the Indenture to defer payments of interest by
extending the interest payment period from time to time on the
Notes for a period not exceeding 20 consecutive quarters (each
an "Extension Period") and, during such Extension Period,
Distributions will also be deferred. Despite such deferral,
quarterly Distributions will continue to accrue with interest
thereon (to the extent permitted by applicable law) at the
Coupon Rate compounded quarterly during any such Extension
Period. Prior to the termination of any such Extension
Period, the Note Issuer may further extend such Extension
Period; provided that such Extension Period together with all
such previous and further extensions thereof may not exceed 20
consecutive quarters. Payments of accrued Distributions will
be payable to Holders as they appear on the books and records
of the Trust on

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the first record date after the end of the Extension Period.
Upon the termination of any Extension Period and the payment of
all amounts then due, the Note Issuer may commence a new
Extension Period, subject to the above requirements.

(c) Distributions on the Trust Securities will be payable to the
Holders thereof as they appear on the books and records of the
Trust on the relevant record dates. While the Preferred
Securities remain in book-entry only form, the relevant record
dates shall be one Business Day prior to the relevant payment
dates which payment dates correspond to the interest payment
dates on the Notes. Subject to any applicable laws and
regulations and the provisions of the Declaration, each such
payment in respect of the Preferred Securities will be made as
described under the heading "Description of the Preferred
Securities -- Book-Entry Only Issuance -- The Depository Trust
Company" in the Prospectus Supplement dated October 26,
1995 (the "Prospectus Supplement"), to the Prospectus dated
October 24, 1995 (together, the "Prospectus"), of the Trust
included in the Registration Statement on Form S-3 of the
Sponsor and the Trust. The relevant record dates for the
Common Securities shall be the same record date as for the
Preferred Securities. If the Preferred Securities shall not
continue to remain in book-entry only form, the relevant
record dates for the Preferred Securities, shall conform to
the rules of any securities exchange on which the securities
are listed and, if none, shall be selected by the Regular
Trustees, which dates shall be at least one Business Day but
less than 60 Business Days before the relevant payment dates,
which payment dates correspond to the interest payment dates
on the Notes. Distributions payable on any Trust Securities
that are not punctually paid on any Distribution payment date,
as a result of the Note Issuer having failed to make a payment
under the Notes, will cease to be payable to the Person in
whose name such Trust Securities are registered on the
relevant record date, and such Distribution will instead be
payable to the Person in whose name such Trust Securities are
registered on the special record date or other specified date
determined in accordance with the Indenture. If any date on
which Distributions are payable on the Trust Securities is not
a Business Day, then payment of the Distribution payable on
such date will be made on the next succeeding day that is a
Business Day (and without any interest or other payment in
respect of any such delay) except that, if such Business Day
is in the next succeeding calendar year, such payment shall be
made on the immediately preceding

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Business Day, in each case with the same force and effect as if
made on such date.

(d) In the event that there is any money or other property held by or for
the Trust that is not accounted for hereunder, such property shall be
distributed Pro Rata (as defined herein) among the Holders of the
Trust Securities.

3. Liquidation Distribution Upon Dissolution.

In the event of any voluntary or involuntary dissolution,
winding-up or termination of the Trust, the Holders of the Trust Securities on
the date of the dissolution, winding-up or termination, as the case may be,
will be entitled to receive out of the assets of the Trust available for
distribution to Holders of Trust Securities after satisfaction of liabilities
to creditors of the Trust an amount equal to the aggregate of the stated
liquidation amount of $25 per Trust Security plus accrued and unpaid
Distributions thereon to the date of payment (such amount being the
"Liquidation Distribution"), unless, in connection with such dissolution,
winding-up or termination, Notes in an aggregate principal amount equal to the
aggregate stated liquidation amount of such Trust Securities shall be
distributed on a Pro Rata basis to the Holders of the Trust Securities in
exchange for such Trust Securities.

If, upon any such dissolution, the Liquidation Distribution
can be paid only in part because the Trust has insufficient assets available to
pay in full the aggregate Liquidation Distribution, then the amounts payable
directly by the Trust on the Trust Securities shall be paid on a Pro Rata
basis.

4. Redemption and Distribution.

(a) Upon the repayment of the Notes in whole or in part, whether
at maturity or upon redemption, the proceeds from such
repayment or payment shall be simultaneously applied to redeem
Trust Securities having an aggregate liquidation amount equal
to the aggregate principal amount of the Notes so repaid or
redeemed at a redemption price of $25 per Trust Security plus
an amount equal to accrued and unpaid Distributions thereon at
the date of the redemption, payable in cash (the "Redemption
Price"). Holders will be given not less than 30 nor more than
60 days notice of such redemption.

(b) If fewer than all the outstanding Trust Securities are to be
so redeemed, the Common Securities and the Preferred
Securities will be redeemed Pro Rata and the Preferred
Securities to be redeemed will be as described in Paragraph
4(f)(ii) below.

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(c) If a Tax Event (as defined below) shall occur and be
continuing the Regular Trustees shall dissolve the Trust and,
after satisfaction of liabilities to creditors of the Trust,
cause Notes held by the Property Trustee, having an aggregate
principal amount equal to the aggregate stated liquidation
amount of the Trust Securities, to be distributed to the
Holders of the Trust Securities in liquidation of such
Holders' interests in the Trust on a Pro Rata basis, within 90
days following the occurrence of such Tax Event (the "90-Day
Period"); provided, however, that as a condition of such
dissolution and distribution, the Regular Trustee shall have
received an opinion of a nationally recognized independent tax
counsel experienced in such matters (a "No Recognition
Opinion"), which opinion may rely on published revenue rulings
of the Internal Revenue Service, to the effect that the
Holders of the Trust Securities will not recognize any gain or
loss for United States federal income tax purposes as a result
of the dissolution of the Trust and the distribution of Notes,
and provided, further, that, if at the time there is available
to the Trust the opportunity to avoid, within the 90-day
Period, the Tax Event by taking some ministerial action, such
as filing a form or making an election, or pursuing some other
similar reasonable measure that has no adverse effect on the
Trust, the Note Issuer, the Sponsor or the Holders of the
Trust Securities ("Ministerial Action"), the Trust or the
Sponsor will pursue such Ministerial Action in lieu of
dissolution.

If (i) after receipt of a Dissolution Tax Opinion (as
hereafter defined) by and upon the request of the Regular
Trustees, the Note Issuer has received an opinion of a
nationally recognized independent tax counsel experienced in
such matters (a "Redemption Tax Opinion") to the effect that,
as a result of a Tax Event, there is more than an
insubstantial risk that the Note Issuer would be precluded
from deducting the interest on the Notes for United States
federal income tax purposes even if the Notes were distributed
to the Holders of Trust Securities in liquidation of such
Holders' interests in the Trust, as described in this
paragraph 4(c), or (ii) the Regular Trustees shall have been
informed by such tax counsel that a No Recognition Opinion
cannot be delivered to the Trust, the Note Issuer shall have
the right, upon not less than 30 nor more than 60 days notice,
to redeem the Notes in whole or in part for cash within 90
days following the occurrence of such Tax Event and, following
such redemption, Trust Securities with an aggregate
liquidation amount equal to the aggregate principal amount of
the Notes so redeemed shall be redeemed by

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the Trust at the Redemption Price on a Pro Rata basis;
provided, however, that, if at the time there is available to
the Trust the opportunity to avoid within such 90-day Period,
the Tax Event by taking some Ministerial Action, the Trust or
the Sponsor will pursue such Ministerial Action in lieu of
redemption.

"Tax Event" means the receipt by, and upon the request of, the
Regular Trustees of an opinion of nationally recognized
independent tax counsel experienced in such matters to the
effect that, as a result of (a) any amendment to, or change
(including any announced prospective change) in, the laws (or
any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein,
(b) any amendment to or change in an interpretation or
application of such laws or regulations by any legislative
body, court, governmental agency or regulatory authority
(including the enactment of any legislation and the
publication of any judicial decision or regulatory
determination or after the date of the Prospectus Supplement
relating to the Preferred Securities of the Trust), (c) any
interpretation or pronouncement by any such body, court,
agency or authority that provides for a position with respect
to such laws or regulations that differs from the theretofore
generally accepted position, or (d) any action taken by any
governmental agency or regulatory authority, which amendment
or change is enacted, promulgated or effective, or which
interpretation or pronouncement is issued or announced, or
which action is taken, in each case on or after the date of
the Prospectus Supplement, there is more than an insubstantial
risk that (i) the Trust is, or within 90 days of the date
thereof will be, subject to United States federal income tax
with respect to income accrued or received on the Subordinated
Debt Securities, (ii) interest payable to the Trust on the
Subordinated Debt Securities is, or within 90 days of the date
thereof will, not be deductible, in whole or in part, by the
Note Issuer for United States federal income tax purposes or
(iii) the Trust is, or within 90 days of the date thereof will
be, subject to more than a deminimis amount of other taxes,
duties or other governmental charges.

On and from the date fixed by the Regular Trustees for any
distribution of Notes and dissolution of the Trust: (i) the
Trust Securities will no longer be deemed to be outstanding,
(ii) The Depository Trust Company (the "Depositary") or its
nominee (or any successor depositary or its nominee), as the
record Holder of the Preferred Securities, will receive a
registered global

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certificate or certificates representing the Notes to be
delivered upon such distribution, and (iii) any certificates
representing Trust Securities not held by the Depositary or its
nominee (or any successor depositary or its nominee), will be
deemed to represent beneficial interests in the Notes having an
aggregate principal amount equal to the aggregate stated
liquidation amount of, with an interest rate identical to the
Coupon Rate of, and accrued and unpaid interest equal to
accrued and unpaid Distributions on such Trust Securities until
such certificates are presented to the Note Issuer or its agent
for transfer or reissue.

(d) The Trust may not redeem fewer than all the outstanding Trust
Securities unless all accrued and unpaid Distributions have
been paid on all Trust Securities for all quarterly
Distribution periods terminating on or before the date of
redemption.

(e) If the Notes are distributed to holders of the Trust
Securities, pursuant to the terms of the Indenture, the Note
Issuer will use its best efforts to have the Notes listed on
the New York Stock Exchange or on such other exchange, the
NASDAQ National Market System or other organization as the
Preferred Securities were listed immediately prior to the
distribution of the Notes.

(f) "Redemption or Distribution Procedures."

(i) Notice of any redemption of, or notice of
distribution of Notes in exchange for the Trust
Securities (a "Redemption/Distribution Notice") will
be given by the Trust by mail to each Holder of Trust
Securities to be redeemed or exchanged not fewer than
30 nor more than 60 days before the date fixed for
redemption or exchange thereof which, in the case of
a redemption, will be the date fixed for redemption
of the Notes. For purposes of the calculation of the
date of redemption or exchange and the dates on which
notices are given pursuant to this paragraph 4(f)(i),
a Redemption/Distribution Notice shall be deemed to
be given on the day such notice is first mailed by
first-class mail, postage prepaid, to Holders of
Trust Securities. Each Redemption/Distribution
Notice shall be addressed to the Holders of Trust
Securities at the address of each such Holder
appearing in the books and records of the Trust. No
defect in the Redemption/Distribution Notice or in
the mailing of either thereof with respect to any
Holder shall affect the validity of the redemption or
exchange proceedings with respect to any other
Holder.

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(ii) In the event that fewer than all the outstanding
Trust Securities are to be redeemed, the Trust
Securities to be redeemed shall be redeemed Pro Rata
and, in the event Preferred Securities are held in
book-entry only form by the Depositary or its nominee
(or any successor depositary or its nominee), the
Depositary will reduce Pro Rata the amount of the
interest of each Depositary Participant in the
Preferred Securities to be redeemed; provided, that
if, as a result of such Pro Rata redemption,
Depositary Participants would hold fractional
interests in the Preferred Securities, the Depositary
will adjust the amount of the interest of each
Depositary Participant to be redeemed to avoid such
fractional interests.

(iii) If Trust Securities are to be redeemed and the Trust
gives a Redemption/Distribution Notice, which notice
may only be issued if the Notes are redeemed as set
out in this paragraph 4 (which notice will be
irrevocable), then (A) while the Preferred Securities
are in book-entry only form, with respect to the
Preferred Securities, by 12:00 noon, New York City
time, on the redemption date, provided that the Note
Issuer has paid the Property Trustee a sufficient
amount of cash in connection with the related
redemption or maturity of the Notes, the Property
Trustee will deposit irrevocably with the Depositary
(or successor depositary) funds sufficient to pay the
applicable Redemption Price with respect to the
Preferred Securities and will give the Depositary
irrevocable instructions and authority to pay the
Redemption Price to the Holders of the Preferred
Securities, and (B) with respect to Preferred
Securities issued in definitive form and Common
Securities, provided, that the Note Issuer has paid
the Property Trustee a sufficient amount of cash in
connection with the related redemption or maturity of
the Notes, the Property Trustee will pay the relevant
Redemption Price to the Holders of such Trust
Securities by check mailed to the address of the
relevant Holder appearing on the books and records of
the Trust on the redemption date. If a
Redemption/Distribution Notice shall have been given
and funds deposited as required, if applicable, then
immediately prior to the close of business on the
date of such deposit, or on the redemption date, as
applicable, Distributions will cease to accrue on the
Trust Securities so called for redemption and all
rights of Holders of such Trust Securities so called
for redemption will cease, except the right of the
Holders of such

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Trust Securities to receive the Redemption Price, but
without interest on such Redemption Price. Neither
the Regular Trustees nor the Trust shall be required
to register or cause to be registered the transfer of
any Trust Securities that have been so called for
redemption. If any date fixed for redemption of Trust
Securities is not a Business Day, then payment of the
Redemption Price payable on such date will be made on
the next succeeding day that is a Business Day (and
without any interest or other payment in respect of
any such delay) except that, if such Business Day
falls in the next calendar year, such payment will be
made on the immediately preceding Business Day, in
each case with the same force and effect as if made on
such date fixed for redemption. If payment of the
Redemption Price in respect of any Trust Securities is
improperly withheld or refused and not paid either by
the Property Trustee or by the Sponsor as guarantor
pursuant to the Preferred Securities Guarantee or
Common Securities Guarantee, as the case may be,
Distributions on such Trust Securities will continue
to accrue from the original redemption date to the
actual date of payment, in which case the actual
payment date will be considered the date fixed for
redemption for purpose of calculating the Redemption
Price.

(iv) Redemption/Distribution Notices shall be sent by the
Regular Trustees on behalf of the Trust to (A) in
respect of the Preferred Securities, the Depositary
or its nominee (or any successor depositary or its
nominee) if the Global Certificates have been issued
or, if Definitive Preferred Security Certificates
have been issued, to the Holder thereof, and (B) in
respect of the Common Securities to the Holder
thereof.

(v) Subject to the foregoing and applicable law
(including, without limitation, United States federal
securities laws), provided the acquirer is not the
Holder of the Common Securities or the obligor under
the Indenture, the Sponsor or any of its subsidiaries
may at any time and from time to time purchase
outstanding Preferred Securities by tender, in the
open market or by private agreement.

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5. Voting Rights - Preferred Securities

(a) Except as provided under paragraphs 5(b) and 7 and as
otherwise required by law and the Declaration, the Holders of
the Preferred Securities will have no voting rights.

(b) Subject to the requirements set forth in this paragraph, the
Holders of a majority in liquidation amount of the Preferred
Securities, voting separately as a class may direct the time,
method, and place of conducting any proceeding for any remedy
available to the Property Trustee, or the exercise of any
trust or power conferred upon the Property Trustee under the
Declaration, including (i) directing the time, method, place
of conducting any proceeding for any remedy available to the
Note Trustee, or exercising any trust or power conferred on
the Note Trustee with respect to the Notes, (ii) waive any
past default and its consequences that is waivable under
Section 513 of the Indenture, or (iii) exercise any right to
rescind or annul a declaration that the principal of all the
Notes shall be due and payable, provided, however, that, where
a consent under the Indenture would require the consent or act
of all of the holders of Notes affected thereby, the Property
Trustee may only give such consent or take such action at the
direction of all of the Holders of the Preferred Securities.
The Property Trustee shall not revoke any action previously
authorized or approved by a vote of the Holders of the
Preferred Securities. Other than with respect to directing
the time, method and place of conducting any remedy available
to the Property Trustee or the Note Trustee as set forth
above, the Property Trustee shall not take any action in
accordance with the directions of the Holders of the Preferred
Securities under this paragraph unless the Property Trustee
has obtained an opinion of tax counsel to the effect that for
the purposes of United States federal income tax the Trust
will not fail to be classified as a grantor trust on account
of such action. If the Property Trustee fails to enforce its
rights under the Declaration, any Holder of Preferred
Securities may institute a legal proceeding directly
against any Person to enforce the Property Trustee's rights
under the Declaration without first instituting a legal
proceeding against the Property Trustee or any other Person.

Any approval or direction of Holders of Preferred Securities
may be given at a separate meeting of Holders of Preferred
Securities convened for such

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purpose, at a meeting of all of the Holders of Trust Securities
in the Trust or pursuant to written consent. The Regular
Trustees will cause a notice of any meeting at which Holders of
Preferred Securities are entitled to vote, or of any matter
upon which action by written consent of such Holders is to be
taken, to be mailed to each Holder of record of Preferred
Securities. Each such notice will include a statement setting
forth (i) the date of such meeting or the date by which such
action is to be taken, (ii) a description of any resolution
proposed for adoption at such meeting on which such Holders are
entitled to vote or of such matter upon which the written
consent is sought and (iii) instructions for the delivery of
proxies or consents.

No vote or consent of the Holders of the Preferred Securities
will be required for the Trust to redeem and cancel Preferred
Securities or to distribute the Notes in accordance with the
Declaration and the terms of the Trust Securities.

Notwithstanding that Holders of Preferred Securities are
entitled to vote or consent under any of the circumstances
described above, any of the Preferred Securities that are
owned by the Sponsor or any Affiliate of the Sponsor shall not
be entitled to vote or consent and shall, for purposes of such
vote or consent, be treated as if they were not outstanding.

6. Voting Rights - Common Securities.

(a) Except as provided under paragraphs 6(b), 6(c) and 7, and as
otherwise required by law and the Declaration, the Holders of
the Common Securities will have no voting rights.

(b) The Holders of the Common Securities are entitled, in
accordance with Article V of the Declaration, to vote to
appoint, remove or replace any Trustee or to increase or
decrease the number of Trustees.

(c) Subject to Section 2.6 of the Declaration and only after an
Event of Default with respect to the Preferred Securities has
been cured, waived or otherwise eliminated and subject to the
requirements of the second to last sentence of this paragraph,
the Holders of a Majority in liquidation amount of the Common
Securities, voting separately as a class, may direct the time,
method and place of conducting any proceeding for any remedy
available to the Property Trustee, or the exercise of any
trust or power conferred upon the Property Trustee under the
Declaration, including

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(i) directing the time, method, place of conducting any
proceeding for any remedy available to the Property Trustee, or
exercising any trust or power conferred on the Property Trustee
with respect to the Notes, (ii) waive any past default and its
consequences that is waivable under Section 513 of the
Indenture, or (iii) exercise any right to rescind or annul a
declaration that the principal of all the Notes shall be due
and payable, provided, however, that, where a consent or action
under the Indenture would require the consent or act of all of
the holders of the Notes, the Property Trustee may only give
such consent or take such action at the direction of all of the
Holders of the Common Securities. Pursuant to this paragraph
6(c), the Property Trustee shall not revoke any action
previously authorized or approved by a vote of the Holders of
the Common Securities. Other than with respect to directing
the time, method and place of conducting any remedy available
to the Property Trustee or the Note Trustee as set forth above,
the Property Trustee shall not take any action in accordance
with the directions of the Holders of the Common Securities
under this paragraph unless the Property Trustee has obtained
an opinion of tax counsel to the effect that for the purposes
of United States federal income tax the Trust will not fail to
be classified as a grantor trust on account of such action. If
the Property Trustee fails to enforce its rights under the
Declaration, any Holder of Common Securities may after written
request to the Property Trustee to enforce such rights,
institute a legal proceeding directly against any Person to
enforce the Property Trustee's rights under the Declaration,
without first instituting a legal proceeding against the
Property Trustee or any other person.

Any approval or direction of Holders of Common Securities may
be given at a separate meeting of Holders of Common Securities
convened for such purpose, at a meeting of all of the Holders
of Trust Securities in the Trust or pursuant to written
consent. The Regular Trustees will cause a notice of any
meeting at which Holders of Common Securities are entitled to
vote, or of any matter upon which action by written consent of
such Holders is to be taken, to be mailed to each Holder of
record of Common Securities. Each such notice will include a
statement setting forth (i) the date of such meeting or the
date by which such action is to be taken, (ii) a description
of any resolution proposed for adoption at such meeting on
which such Holders are entitled to vote or of such matter upon
which written consent is sought and (iii) instructions for the
delivery of proxies or consents.

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No vote or consent of the Holders of the Common Securities
will be required for the Trust to redeem and cancel Common
Securities or to distribute the Notes in accordance with the
Declaration and the terms of the Trust Securities.

7. Amendments to Declaration and Indenture.

(a) In addition to any requirements under Section 12.1 of the
Declaration, if any proposed amendment to the Declaration
provides for, or the Regular Trustees otherwise propose to
effect (i) any action that would adversely affect the powers,
preferences or special rights of the Trust Securities, whether
by way of amendment to the Declaration or otherwise, or (ii)
the dissolution, winding-up or termination of the Trust, other
than as described in Section 8.1 of the Declaration, then the
Holders of outstanding Trust Securities as a class, will be
entitled to vote on such amendment or proposal (but not on any
other amendment or proposal) and such amendment or proposal
shall not be effective except with the approval of the Holders
of at least 66-2/3% in liquidation amount of the Trust
Securities, voting together as a single class; provided,
however, if any amendment or proposal referred to in clause
(i) above would adversely affect only the Preferred Securities
or only the Common Securities, then only the affected class
will be entitled to vote on such amendment or proposal and
such amendment or proposal shall not be effective except with
the approval of 66-2/3% in liquidation amount of such class of
Trust Securities.

(b) In the event the consent of the Property Trustee as the holder
of the Notes, the Preferred Securities Guarantee and the
Common Securities Guarantee is required under the Indenture
with respect to any amendment, modification or termination of
the Indenture, the Notes, the Preferred Securities Guarantee
or the Common Securities Guarantee, the Property Trustee shall
request the direction of the Holders of the Trust Securities
with respect to such amendment, modification or termination
and shall vote with respect to such amendment, modification or
termination as directed by a Majority in liquidation amount of
the Trust Securities voting together as a single class;
provided, however, that where a consent under the Indenture
would require the consent of all of the holders of the Notes,
the Property Trustee may only give such consent at the
direction of all of the Holders of the Trust Securities;
provided, further, that the Property Trustee shall not take
any action in accordance with the directions of the Holders of
the Trust Securities

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under this paragraph 7(b) unless the Property Trustee has
obtained an opinion of tax counsel to the effect that for the
purposes of United States federal income tax the Trust will not
be classified as other than a grantor trust on account of such
action.

8. Pro Rata.

A reference to any payment, distribution or treatment as being
"Pro Rata" shall mean pro rata to each Holder of Trust Securities according to
the aggregate liquidation amount of the Trust Securities held by the relevant
Holder in relation to the aggregate liquidation amount of all Trust Securities
outstanding unless, in relation to a payment, an Event of Default under the
Indenture has occurred and is continuing, in which case any funds available to
make such payment shall be paid first to each Holder of the Preferred
Securities pro rata according to the aggregate liquidation amount of Preferred
Securities held by the relevant Holder relative to the aggregate liquidation
amount of all Preferred Securities outstanding, and only after satisfaction of
all amounts owed to the Holders of the Preferred Securities, to each Holder of
Common Securities pro rata according to the aggregate liquidation amount of
Common Securities held by the relevant Holder relative to the aggregate
liquidation amount of all Common Securities outstanding.

9. Ranking.

The Preferred Securities rank pari passu and payment thereon
shall be made Pro Rata with the Common Securities except that, where an Event
of Default occurs and is continuing under the Indenture in respect of the Notes
held by the Property Trustee, the rights of Holders of the Common Securities to
payment in respect of Distributions and payments upon liquidation, redemption
and otherwise are subordinated to the rights to payment of the Holders of the
Preferred Securities.

10. Listing.

The Regular Trustees shall use their best efforts to cause the
Preferred Securities to be listed for quotation on the New York Stock Exchange.

11. Acceptance of Trust Securities Guarantee and Indenture.

Each Holder of Preferred Securities and Common Securities, by
the acceptance thereof, agrees to the provisions of the Preferred Securities
Guarantee and the Common Securities Guarantee, respectively, including the
subordination provisions therein and to the provisions of the Indenture.

12. No Preemptive Rights.

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The Holders of the Trust Securities shall have no preemptive
rights to subscribe for any additional securities.

13. Miscellaneous.

These terms constitute a part of the Declaration.

The Sponsor will provide a copy of the Declaration, the
Preferred Securities Guarantee or the Common Securities Guarantee (as may be
appropriate), and the Indenture to a Holder without charge on written request
to the Trust at its principal place of business.

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