s-8122007.htm
As
filed with the Securities and Exchange Commission on December 7,
2007
Registration
No.
333-
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________________
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
______________________
SOUTHWEST
GAS CORPORATION
(Exact
name of registrant as specified in its charter)
California
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88-0085720
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(State
or other jurisdiction of
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(I.R.S.
Employer
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Incorporation
or organization)
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Identification
No.)
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5241
Spring Mountain Road
P.O.
Box 98510
Las
Vegas, Nevada 89193
(Address
of principal executive offices)
Southwest
Gas Corporation 2006 Restricted Stock/Unit Plan
Southwest
Gas Corporation Management Incentive Plan
(Full
titles of the Plan(s))
George
C. Biehl
Executive
Vice President, Chief Financial Officer and Corporate
Secretary
Southwest
Gas Corporation
5241
Spring Mountain Road
P.O.
Box 98510
Las
Vegas, Nevada 89193
(Name
and
address of agent for service)
(702)
876-7237
(Telephone
number, including area code, of agent for service)
Copy
to:
Robert
M. Mattson, Jr., Esq.
Morrison
& Foerster LLP
19900
MacArthur Blvd.
Irvine,
California 92612
(949)
251-7500
_______________________________
CALCULATION
OF REGISTRATION FEE
Title
of Securities to be Registered
|
Amount
to
be
registered (1)
|
Proposed
maximum
offering
price
per
share (2)
|
Proposed
maximum
aggregate
offering
price
(2)
|
Amount
of
registration
fee
|
Common
Stock ($1 Par Value)
|
912,825
shares (3)
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$30.38
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$27,731,624
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$851.36
|
(1)
|
Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the
“Securities Act”), this Registration Statement includes an indeterminate
number of additional shares which may be offered and issued to prevent
dilution from stock splits, stock dividends or similar transactions
as
provided in the above-referenced
plans.
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(2)
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Estimated
solely for the purpose of calculating the registration
fee. Pursuant to Rule 457(c) and Rule 457(h) under the
Securities Act, the proposed maximum offering price per share and
the
proposed maximum aggregate offering price have been determined on
the
basis of the average of the high and low prices reported on the New
York
Stock Exchange on December 5, 2007.
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(3)
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This
total represents an aggregate of 400,000 shares authorized to be
issued
under the Southwest Gas Corporation 2006 Restricted Stock/Unit Plan
and an
aggregate of 512,825 shares authorized to be issued under the Southwest
Gas Corporation Management Incentive
Plan.
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PART
I
INFORMATION
REQUIRED IN THE SECTION 10(A) PROSPECTUS
The
documents containing the information specified in this Part I of
Form S-8 (plan information and registrant information and employee plan
annual information) will be sent or given to employees as specified by
Securities and Exchange Commission Rule 428(b)(1). Such documents
need not be filed with the Securities and Exchange Commission (the “Commission”)
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the
documents incorporated by reference in this Registration Statement pursuant
to
Item 3 of Part II of this Form S-8, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities
Act of 1933, as amended (the “Securities Act”).
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation
of Documents by Reference.
The
following documents filed by Southwest Gas Corporation (the “Company” or the
“Registrant”) with the Commission are incorporated by reference
herein:
a. The
Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2006, which includes audited financial statements for the Company’s latest
fiscal year.
b. Quarterly
Reports on Form 10-Q for the Company’s quarters ended March 31, 2007,
June 30, 2007 and September 30, 2007.
c. Current
reports on Form 8-K dated January 16, 2007, February 28, 2007, May 2, 2007,
May
18, 2007, and November 14, 2007.
d. The
description of the Company’s Common Stock contained in its Form 8-K dated
July 22, 2003, and any amendment or report filed for the purpose of
updating such description.
All
documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date of this Registration Statement, and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which de-registers all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents, except as to any portion of any future annual or quarterly report
to
stockholders or document that is not deemed filed under such
provisions. Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes
of
this Registration Statement to the extent that a statement contained herein
or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item
4. Description
of Securities.
The
Company’s Common Stock, $1.00 par value, (the “Common Stock”) is registered
pursuant to Section 12 of the Exchange Act, and, therefore, the description
of
securities is omitted.
Item
5. Interests
of Named Experts and Counsel.
Robert
M.
Johnson, Esq., as Assistant General Counsel for the Company, has given an
opinion to the Securities and Exchange Commission upon the validity of the
shares of Common Stock registered.
The
financial statements and management’s assessment of the effectiveness of
internal control over financial reporting (which is included in Management’s
Report on Internal Control over Financial Reporting) incorporated in this
Registration Statement by reference to the Annual Report on Form 10-K for the
year ended December 31, 2006 have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, an independent registered public
accounting firm, given on the authority of said firm as experts in auditing
and
accounting.
Item
6. Indemnification
of Directors and Officers.
The
Company's Articles of Incorporation contain a provision which eliminates the
liability of directors for monetary damages to the fullest extent permissible
under California law. The General Corporation Law of California (the
“Law”) (i) authorizes the elimination of liability of directors for monetary
damages in an action brought by a shareholder in the right of the Company or
by
the Company for breach of a director's duties to the Company and its
shareholders and (ii) authorizes the Company to indemnify directors and officers
for monetary damages for all acts or omissions committed by them in their
respective capacities; provided, however, that liability is not limited nor
may
indemnification be provided (a) for acts or omissions that involve intentional
misconduct or knowing and culpable violation of law, (b) for acts or omissions
that a director or officer believes to be contrary to the best interests of
the
Company or its shareholders or that involve the absence of good faith on the
part of a director or officer seeking indemnification, (c) for any transaction
from which a director or officer derives an improper personal benefit, (d)
for
acts or omissions that show a reckless disregard for the director's or officer's
duty to the Company or its shareholders in circumstances in which such person
was aware, or should have been aware, in the ordinary course of performing
his
or her duties, of a risk of serious injury to the Company or its shareholders,
(e) for acts or omissions that constitute an unexcused pattern of inattention
that amounts to an abdication of the director's or officer's duty to the Company
or its shareholders, and (f) for liabilities arising under Section 310
(contracts in which a director has a material financial interest) and Section
316 (certain unlawful dividends, distributions, loans and guarantees) of the
Law. In addition, the Company may not indemnify directors and
officers in circumstances in which indemnification is expressly prohibited
by
Section 317 of the Law.
The
bylaws of the Company provide that the Company has the power to indemnify
directors and officers to the fullest extent permitted under California law
and
the Company's Articles of Incorporation. The Company has entered into
indemnification agreements with its directors and officers which require that
the Company indemnify such directors and officers in all cases to the fullest
extent permitted by applicable provisions of the Law. The Company also maintains
a directors' and officers' liability insurance policy insuring directors and
officers of the Company for covered losses as defined in the
policy.
Item
7. Exemption
From Registration Claimed.
Not
applicable.
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4.1
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Southwest
Gas Corporation Management Incentive Plan, amended and restated
January 1, 2004. Incorporated herein by reference to the Proxy
Statement dated March 24, 2004.
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4.2
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Southwest
Gas Corporation 2006 Restricted Stock/Unit Plan. Incorporated herein
by
reference to the Proxy Statement dated March 26, 2007.
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5.1
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Opinion
of Counsel of Southwest Gas Corporation regarding the legality
of the
securities to be registered.
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23.1
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Consent
of Counsel of Southwest Gas Corporation (included in opinion filed
as
Exhibit 5.1 to this Registration Statement).
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23.2
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Consent
of PricewaterhouseCoopers LLP.
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24.1
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Power
of Attorney – Management Incentive Plan.
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24.2
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Power
of Attorney – 2006 Restricted Stock/Unit
Plan.
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(a) The
undersigned Registrant hereby undertakes: (1) to file, during any period in
which offers or sales are being made, a post-effective amendment to this
Registration Statement: (i) to include any prospectus required by Section
10(a)(3) of the Securities Act, (ii) to reflect in the prospectus any facts
or
events arising after the effective date of this Registration Statement (or
the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii)
shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement; (2) that for the purpose of determining any liability
under the Securities Act each such post-effective amendment shall be deemed
to
be a new registration statement relating to the securities offered therein
and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof and (3) to remove from registration by means of
a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies
that
it has reasonable grounds to believe that it meets all of the requirements
for
filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Las
Vegas, State of Nevada, on December 7, 2007.
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SOUTHWEST
GAS CORPORATION
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By /s/
GEORGE C. BIEHL
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George
C. Biehl
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Executive
Vice President, Chief Financial Officer and
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Corporate
Secretary
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Pursuant
to the requirements of the Securities Act, this Registration Statement has
been
signed by the following persons in the capacities and on the dates
indicated.
Signature
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Title
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Date
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/s/
JEFFREY W. SHAW
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Director
and
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December
7, 2007
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(Jeffrey
W. Shaw)
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Chief
Executive Officer
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(Principal
Executive Officer)
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/s/
GEORGE C. BIEHL
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Director,
Executive Vice President,
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December
7, 2007
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(George
C. Biehl)
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Chief
Financial Officer and
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Corporate
Secretary
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(Principal
Financial Officer)
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/s/
ROY R. CENTRELLA
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Vice
President, Controller and
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December
7, 2007
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(Roy
R. Centrella)
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Chief
Accounting Officer
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(Principal
Accounting Officer)
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/s/
THOMAS E. CHESTNUT *
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Director
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December
7, 2007
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(Thomas
E. Chestnut)
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/s/
STEPHEN C. COMER *
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Director
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December
7, 2007
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(Stephen
C. Comer)
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/s/
RICHARD M. GARDNER *
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Director
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December
7, 2007
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(Richard
M. Gardner)
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/s/
LEROY C. HANNEMAN, JR. *
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Chairman
of the Board
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December
7, 2007
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(LeRoy
C. Hanneman, Jr.)
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of
Directors
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/s/
JAMES J. KROPID *
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Director
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December
7, 2007
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(James
J. Kropid)
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/s/
MICHAEL O. MAFFIE *
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Director
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December
7, 2007
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(Michael
O. Maffie)
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/s/
ANNE L. MARIUCCI *
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Director
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December
7, 2007
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(Anne
L. Mariucci)
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/s/
MICHAEL J. MELARKEY *
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Director
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December
7, 2007
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(Michael
J. Melarkey)
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/s/
CAROLYN M. SPARKS *
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Director
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December
7, 2007
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(Carolyn
M. Sparks)
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/s/
TERRENCE L. WRIGHT *
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Director
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December
7, 2007
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(Terrence
L. Wright)
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*
By: /s/ GEORGE C. BIEHL
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(George
C. Biehl)
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Attorney-in-fact
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INDEX
TO EXHIBITS
Exhibit
Number
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Document
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4.1
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Southwest
Gas Corporation Management Incentive Plan, amended and restated
January 1, 2004. Incorporated herein by reference to the Proxy
Statement dated March 24, 2004.
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4.2
|
Southwest
Gas Corporation 2006 Restricted Stock/Unit Plan. Incorporated herein
by
reference to the Proxy Statement dated March 26,
2007.
|
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5.1
|
Opinion
of Counsel of Southwest Gas Corporation regarding the legality of
the
securities to be registered.
|
|
|
23.1
|
Consent
of Counsel of Southwest Gas Corporation (included in opinion filed
as
Exhibit 5.1 to this Registration Statement).
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23.2
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Consent
of PricewaterhouseCoopers LLP.
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24.1
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Power
of Attorney – Management Incentive Plan.
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24.2
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Power
of Attorney – 2006 Restricted Stock/Unit Plan.
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