Exhibit 10.02
SCANA CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
as amended and restated
effective as of
July 1, 2001
SCANA CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
TABLE OF CONTENTS
Page
SECTION 1. ESTABLISHMENT AND PURPOSE 1
1.1 ESTABLISHMENT AND HISTORY OF THE PLAN 1
1.2 DESCRIPTION OF THE PLAN 1
1.3 PURPOSE OF THE PLAN 1
1.4 EFFECTIVE DATE 2
SECTION 2. DEFINITIONS 3
2.1 DEFINITIONS 3
2.2 GENDER AND NUMBER 6
SECTION 3. ELIGIBILITY AND PARTICIPATION 7
3.1 ELIGIBILITY 7
3.2 PARTICIPATION 7
3.3 CONTINUED PARTICIPATION 7
SECTION 4. DEFERRALS 8
4.1 DEFERRAL ELECTION 8
4.2 CREDITING OF EMPLOYER MATCHING DEFERRALS 8
4.3 DEFERRAL PERIOD 9
4.4 FORM OF PAYMENT OF DEFERRED AMOUNTS 9
4.5 MODIFICATION OF DEFERRAL DATE 10
SECTION 5. KEDCP LEDGERS - DEFERRED COMPENSATION ACCOUNTS 11
5.1 PARTICIPANT ACCOUNTS 11
5.2 HYPOTHETICAL EARNINGS 11
5.3 CHARGES AGAINST ACCOUNTS 11
SECTION 6. PAYMENT OF DEFERRED AMOUNTS 12
6.1 PAYMENT OF DEFERRED AMOUNTS 12
6.2 ACCELERATION OF PAYMENTS 12
6.3 FINANCIAL EMERGENCY 12
6.4 ACCELERATION SUBJECT TO SUBSTANTIAL LIMITATIONS 13
6.5 COMMITTEE MODIFICATION OF INSTALLMENT DISTRIBUTION OPTIONS 14
SECTION 7. BENEFICIARY DESIGNATION 15
7.1 DESIGNATION OF BENEFICIARY 15
7.2 DEATH OF BENEFICIARY 15
7.3 INEFFECTIVE DESIGNATION 15
SECTION 8. CHANGE IN CONTROL PROVISIONS 17
8.1 ACCELERATED DISTRIBUTIONS UPON CHANGE IN CONTROL 17
8.2 TAX COMPUTATION 17
8.3 NO SUBSEQUENT RECALCULATION OF TAX LIABILITY 17
8.4 SUCCESSORS 18
8.5 AMENDMENT AND TERMINATION AFTER CHANGE IN CONTROL 18
SECTION 9. GENERAL PROVISIONS 19
9.1 CONTRACTUAL OBLIGATION 19
9.2 UNSECURED INTEREST 19
9.3 "RABBI" TRUST 19
9.4 EMPLOYMENT/PARTICIPATION RIGHTS 19
9.5 NONALIENATION OF BENEFITS 20
9.6 SEVERABILITY 20
9.7 NO INDIVIDUAL LIABILITY 20
9.8 APPLICABLE LAW 20
SECTION 10. PLAN ADMINISTRATION, AMENDMENT AND TERMINATION 21
10.1 IN GENERAL 21
10.2 CLAIMS PROCEDURE 21
10.3 FINALITY OF DETERMINATION 21
10.4 DELEGATION OF AUTHORITY 21
10.5 EXPENSES 21
10.6 TAX WITHHOLDING 21
10.7 INCOMPETENCY 21
10.8 NOTICE OF ADDRESS 22
10.9 AMENDMENT AND TERMINATION 22
SECTION 11. EXECUTION 23
SCANA CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
(As Amended and Restated, formerly the SCANA Corporation
Supplementary Voluntary Deferral Plan)
SECTION 1. ESTABLISHMENT AND PURPOSE
1.1 Establishment and History of the Plan. SCANA Corporation established,
effective as of January 1, 1987, this supplementary voluntary deferred
compensation plan for executives known as the "SCANA Corporation Supplementary
Voluntary Deferral Plan" (the "SVDP"). SCANA Corporation also established: (1)
effective as of October 15, 1986, a deferred compensation plan for executives
known as the "SCANA Corporation Voluntary Deferral Plan" (the "VDP"); and (2)
effective as of December 18, 1996, a consolidated deferred compensation plan for
selected executives known as the "SCANA Corporation Key Employee Retention
Program" ("KERP"), which was a consolidation of various individual agreements
with executives, previously established. The VDP, KERP, and SVDP have been
amended from time to time after their initial adoption for various design and
administrative changes. Further, the VDP, KERP, and SVDP were amended and
restated effective as of December 18, 1996 to include provisions applicable upon
a Change in Control. The VDP, KERP, and SVDP were further amended and restated
effective as of October 21, 1997 to include various administrative provisions
and to clarify certain provisions regarding a Change in Control.
Effective as of July 1, 2000, the KERP was amended to provide a cash
balance-type benefit for all participants. Effective as of July 1, 2001, the
KERP and VDP were amended and merged with and into this Plan, which was re-named
as the "SCANA Corporation Executive Deferred Compensation Plan" (hereinafter
called the "Plan"). Effective as of January 1, 2002, the KERP cash balance-type
benefit was frozen and this Plan was amended and restated to include new
deferral opportunities as set forth herein.
1.2 Description of the Plan. This Plan is intended to constitute a non-qualified
deferred compensation plan which, in accordance with ERISA Sections 201(2),
301(a)(3) and 401(a)(1), is unfunded and established primarily for the purpose
of providing deferred compensation for a select group of management or highly
compensated employees.
1.3 Purpose of the Plan. The purpose of this Plan is to enable the Company to
attract and retain persons of outstanding competence, to provide incentive
benefits to a very select group of key management employees who contribute
materially to the continued growth, development, and future business success of
the Company, and to provide a means whereby certain amounts payable by the
Company to selected executives may be deferred to some future period.
1.4 Effective Date. This amended and restated Plan is generally effective as of
July 1, 2001, except as otherwise specifically provided herein (including in the
appendices to the Plan) or in resolutions adopted by the Board or the Committee.
SECTION 2. DEFINITIONS
2.1 Definitions. Whenever used herein, the following terms shall have the
meanings set forth below, unless otherwise expressly provided herein or unless a
different meaning is plainly required by the context, and when the defined
meaning is intended, the term is capitalized:
(a) "Agreement" means a contract between an Eligible Employee and the
Company permitting the Eligible Employee to participate in the Plan and
delineating the benefits (if any) that are to be provided to the Eligible
Employee in lieu of or in addition to the benefits described under the terms of
this Plan.
(b) "Additional Deferral" means the pre-tax deferrals of Excess
Compensation made by a Participant under this Plan of up to nineteen percent
(19%) of his Excess Compensation in accordance with Section 4.1(b).
(c) "Basic Deferral" means the pre-tax deferrals of Excess Compensation
made by a Participant under this Plan of up to six percent (6%) of his Excess
Compensation in accordance with Section 4.1(a).
(d) "Beneficial Owner" shall have the meaning ascribed to such term in
Rule 13d-3 of the General Rules and Regulations under the Exchange Act.
(e) "Beneficiary" means any person or entity who, upon the
Participant's death, is entitled to receive the Participant's benefits under the
Plan in accordance with Section 7 hereof.
(f) "Board" means the Board of Directors of the Corporation.
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(g) "Bonus Deferral" means the pre-tax deferrals of Performance Share
Awards made by a Participant under this Plan of up to one hundred percent (100%)
of his Performance Share Award in accordance with Section 4.1(c).
(h) "Change in Control" means a change in control of the Corporation of
a nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Exchange Act, whether or
not the Corporation is then subject to such reporting requirements; provided
that, without limitation, such a Change in Control shall be deemed to have
occurred if:
(i) Any Person (as defined in Section 3(a)(9) of the Exchange
Act and used in Sections 13(d) and 14(d) thereof, including a "group" as defined
in Section 13(d)) is or becomes the Beneficial Owner, directly or indirectly, of
twenty five percent (25%) or more of the combined voting power of the
outstanding shares of capital stock of the Corporation;
(ii) During any period of two (2) consecutive years (not
including any period prior to December 18, 1996) there shall cease to be a
majority of the Board comprised as follows: individuals who at the beginning of
such period constitute the Board and any new director(s) whose election by the
Board or nomination for election by the Corporation's stockholders was approved
by a vote of at least two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved;
(iii) The issuance of an Order by the Securities and Exchange
Commission (SEC), under Section 9(a)(2) of the Public Utility Holding Company
Act of 1935 (the "1935 Act"), authorizing a third party to acquire five percent
(5%) or more of the Corporation's voting shares of capital stock;
(iv) The shareholders of the Corporation approve a merger or
consolidation of the Corporation with any other corporation, other than a merger
or consolidation which would result in the voting shares of capital stock of the
Corporation outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting shares of
capital stock of the surviving entity) at least eighty percent (80%) of the
combined voting power of the voting shares of capital stock of the Corporation
or such surviving entity outstanding immediately after such merger or
consolidation; or the shareholders of the Corporation approve a plan of complete
liquidation of the Corporation or an agreement for the sale or disposition by
the Corporation of all or substantially all of the Corporation's assets; or
(v) The shareholders of the Corporation approve a plan of
complete liquidation, or the sale or disposition of South Carolina Electric &
Gas Company (hereinafter SCE&G), South Carolina Pipeline Corporation, or any
subsidiary of SCANA designated by the Board of Directors of SCANA as a "Material
Subsidiary," but such event shall represent a Change in Control only with
respect to a Participant who has been exclusively assigned to SCE&G, South
Carolina Pipeline Corporation, or the affected Material Subsidiary.
(i) "Code" means the Internal Revenue Code of 1986, as amended.
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(j) "Code Limitations" means the limitations imposed on deferrals under
and contributions to the Qualified Plan under Code Sections 401(a)(17),
401(k)(3), 401(m)(2), 402(g)(1), 415, and such other Code sections as the
Committee, in its sole discretion, may designate.
(k) "Committee" means the Management Development and Corporate
Performance Committee of the Board. Any references in this Plan to the
"Committee" shall be deemed to include references to the designee appointed by
the Committee under Section 10.4.
(l) "Company" means the Corporation and any subsidiaries of the
Corporation and their successor(s) or assign(s) that adopt this Plan through
execution of Agreements with any of their Employees or otherwise. When the term
"Company" is used with respect to an individual Participant, it shall refer to
the specific company at which the Participant is employed, unless otherwise
required by the context.
(m) "Compensation" means the Participant's Eligible Earnings (as
defined in the Qualified Plan), determined without regard to the limitation on
compensation otherwise required under Code Section 401(a)(17), and without
regard to any deferrals or the foregoing of compensation under this or any other
plan of deferred compensation maintained by the Company.
(n) "Corporation" means SCANA Corporation, a South Carolina
corporation, or any successor thereto.
(o) "Eligible Employee" means an Employee who is employed by the
Company in a high-level management or administrative position, including
employees who also serve as officers of the Company, and who is eligible for
awards under the SCANA Corporation Long-Term Equity Compensation Plan.
(p) "Employee" means a person who is actively employed by the Company
and who falls under the usual common law rules applicable in determining the
employer-employee relationship.
(q) "Employer Matching Deferral" means the deferrals credited to
Participants' EDCP Ledgers in accordance with Section 4.2.
(r) "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.
(s) "Excess Compensation" means the Compensation otherwise payable to
an Eligible Employee in excess of the dollar limitation imposed under Code
Section 401(a)(17) (or such other dollar limitation as may be set by the
Committee in its sole discretion for any Year).
(t) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(u) "Investment Options" means those hypothetical targeted investment
options designated by the Committee as measurements of the rate of return to be
credited to (or charged against) Participants' EDCP Ledgers.
(v) "EDCP Ledger" means the bookkeeping ledger account used to track
deferred amounts under the Plan together with credited earnings (or losses) that
reflect the Investment Options applicable with respect to each Participant's
deferred amounts.
(w) "Participant" means any Eligible Employee who is participating in
the Plan in accordance with the provisions herein set forth. If a Participant
had previously deferred amounts credited to a EDCP Ledger and such Participant
is no longer eligible to participate hereunder (due to a Committee designation
of his ineligibility), he shall be covered under this Plan as an inactive
Participant. Except for those provisions related to deferral opportunities,
references herein to a Participant shall be deemed to include references to such
inactive Participants, unless otherwise required by the context.
(x) "Performance Share Award" means the amount payable from the
Performance Share Award portion of the SCANA Corporation Long-Term Equity
Compensation Plan to a Participant in a Year.
(y) "Retirement" means termination of employment after attainment of
"Retirement Age," which shall be the later of attainment of age 55 and
completion of 20 years of vesting service (as determined under the SCANA
Corporation Retirement Plan) or attainment of age 65.
(z) "Qualified Plan" means the SCANA Corporation Stock Purchase-
Savings Plan, as amended from time to time.
(aa) "Year" means the calendar year.
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2.2 Gender and Number. Except when otherwise indicated by the context, any
masculine terminology used herein also shall include the feminine and the
feminine shall include the masculine, and the use of any term herein in the
singular may also include the plural and the plural shall include the singular.
SECTION 3. ELIGIBILITY AND PARTICIPATION
3.1 Eligibility. An Eligible Employee shall become eligible to participate
in this Plan as follows:
(a) To be eligible to participate in this Plan for purposes of making
Basic Deferrals or Additional Deferrals (and to benefit from Employer Matching
Deferrals) for any Year, the Eligible Employee must earn Compensation during
that Year in excess of the applicable dollar limitation on compensation under
Code Section 401(a)(17) (or such other dollar limitation as may be set by the
Committee in its sole discretion for any Year) and the Eligible Employee must
have elected to defer the maximum allowable pre-tax deferrals under the
Qualified Plan for the Year.
(b) Eligible Employees are automatically eligible to participate
in this Plan for purposes of making Bonus Deferrals.
(c) Eligible Employees are automatically eligible to participate in
this Plan if they are so eligible for purposes of making SVDP deferrals in
accordance with the SVDP provisions described in Appendix A or for purposes of
deferrals attributable to their transferred KERP cash balance accounts, if any,
as described in Appendix B.
(d) All Eligible Employees will be required, as a condition of
participation, to execute such written participation agreements as required by
the Committee from time to time. 3.2 Participation. An Employee who meets the
eligibility requirements of Section 3.1 may become a Participant in this Plan by
electing to defer a portion of his Excess Compensation or Performance Share
Award on such form and in such manner as determined by the Committee pursuant to
Section 4.
3.3 Continued Participation. Once an Eligible Employee becomes a Participant, he
shall continue to be eligible to participate for all future years until his
termination of employment or death or unless and until the Committee shall
designate that individual as ineligible to participate. If a Participant becomes
ineligible to participate for future deferrals under this Plan, he shall retain
all the rights described under this Plan with respect to deferrals previously
made while an active Participant.
SECTION 4. DEFERRALS
4.1 Deferral Election. Subject to the conditions set forth in this Plan,
a Participant may elect to defer amounts hereunder as follows:
(a) Basic Deferrals. An Eligible Employee may elect to defer
Basic Deferrals under this Plan in whole percentages up to six percent (6%) of
his Excess Compensation.
(b) Additional Deferrals. Effective as of January 1, 2002, an
Eligible Employee may elect to defer Additional Deferrals
under this Plan in whole percentages up to nineteen percent (19%) of his Excess
Compensation.
(c) Bonus Deferrals. Effective as of January 1, 2002, an Eligible
Employee may elect to defer under this Plan, in whole percentages, up to one
hundred percent (100%) of his Performance Share Award otherwise payable for a
Year, as a Bonus Deferral.
(d) Deferral Procedures for Basic and Additional Deferrals. All
elections under Section 4.1(a) and Section 4.1(b) must be made at such time and
in such manner as specified by the Committee prior to the payroll period in
which such Excess Compensation is otherwise earned. Once a Basic Deferral or
Additional Deferral election is made, it shall remain in effect for all future
Excess Compensation otherwise payable in all future periods until affirmatively
changed by the Participant. Participants may amend their Basic Deferral or
Additional Deferral elections at any time, with respect to Excess Compensation
to be earned after the date of such modified election. The Committee is
permitted but not required to establish deferral procedures pursuant to which
Participants are eligible to make separate deferral elections with respect to
base salary and short-term incentive awards. Eligible Employee Basic Deferrals
and Additional Deferrals shall be credited to the Participant's EDCP Ledger(s)
at such times and in such manner as determined by the Committee, in its sole
discretion, but no less frequently than monthly.
(e) Deferral Procedures for Bonus Deferrals. Elections made under
Section 4.1(c) must be made no later than the end of the second Year of any
three-year award cycle established under the Performance Share Award portion of
the SCANA Corporation Long-Term Equity Compensation Plan, and shall apply to the
Participant's award that is otherwise payable, if at all, in the Year following
the Year beginning immediately after the date the deferral election is made. Any
Bonus Deferral election made for any Year shall apply solely with respect to the
award otherwise payable in that Year and not any future Year. Eligible Employee
Bonus Deferrals shall be credited to the Participant's EDCP Ledger(s) in such
manner as determined by the Committee, in its sole discretion, but no later than
as of the last business day of the month following the month in which the
Participant's Performance Share Award is otherwise payable.
4.2 Crediting of Employer Matching Deferrals. Effective as of January 1, 2002, a
Participant who has elected to have a Basic Deferral under Section 4.1(a) will
automatically be credited with an amount equal to the Employer Matching
Contribution to which the Participant would have been entitled under the
Qualified Plan had his Basic Deferrals under this Plan been made under the
Qualified Plan, disregarding any Code Limitations. Such Employer Matching
Deferrals shall be credited to each the Participant's "termination of
employment" EDCP Ledger at such times and in such manner as the Committee, in
its sole discretion determines, but no less frequently than monthly. For periods
prior to January 1, 2002, a Participant shall be entitled to an Employer
Matching Deferral in accordance with the terms of Appendix A.
4.3 Deferral Period. With respect to deferrals made in accordance with Section
4.1, each Participant may elect the deferral period for each separate deferral.
Effective as of January 1, 2002, and subject to the modification of deferral
date provisions of Section 4.5 and the acceleration provisions of Section 6, a
Participant may elect to defer his Basic Deferrals, Additional Deferrals, and
Bonus Deferrals until his termination of employment or for a specified number of
years (or until a specified date). All such deferrals are subject to the
establishment of EDCP Ledgers in accordance with Section 5.1 and any additional
limitations that the Committee in its sole discretion may choose to apply.
Notwithstanding any deferral period election otherwise made by a
Participant, payments of deferred amounts here under shall be paid or begin to
be paid as soon as practicable following the earliest to occur of:
(a) Death,
(b) Disability as defined by the Long-Term Disability provisions
of the SCANA Corporation Health and Disability Plan,
(c) Retirement, or
(d) Any other termination of employment.
4.4 Form of Payment of Deferred Amounts. At the same time as the election made
pursuant to Section 4.1 and Section 4.3, and subject to the acceleration
provisions of Section 6, each Participant must also elect the manner in which
his deferred amounts will be paid.
(a) Mandatory Single Sum Cash Payments. All amounts that are to be paid
at a date certain prior to a Participant's termination of employment, death, or
disability must be paid in the form of a single sum cash payment. Also, except
as provided in Section 4.4(b), all deferred amounts otherwise payable upon a
Participant's termination of employment, death, or Disability shall be paid in
the form of a single sum cash payment.
(b) Optional Forms of Distribution. Effective as of January 1, 2002, in
lieu of a single sum cash payment, a Participant may elect to have all amounts
payable hereunder after his Retirement, death after attainment of Retirement
Age, or termination of employment due to Disability paid in the form of annual
installment payments over a period not to exceed fifteen (15) years commencing
as soon as practicable after Retirement, death or Disability. A Participant may
elect to change his election as to the form of payment of deferred amounts at
any time before his termination of employment; provided, however, that an
election as to a form of payment shall not be valid unless it has been in effect
for at least twelve (12) months before the Participant's Retirement, death after
attainment of Retirement Age, or Disability. If an election otherwise made is
not effective because it was not in effect for at least twelve (12) months
before the Participant's Retirement, death after attainment of Retirement Age,
or Disability, the last valid distribution election shall be effective or, in
the absence of a valid election, all amounts shall be paid in the form of a
single sum cash payment. Unless specifically elected otherwise, payments of all
deferred amounts will be made in a single lump sum cash payment paid as soon as
practicable after the conclusion of the applicable deferral period pursuant to
Section 4.3.
4.5 Modification of Deferral Date. Effective as of January 1, 2002, a
Participant may request that the Committee approve a modification to his
"date certain" deferral, as follows:
(a) A Participant may request that the Committee approve an additional
deferral period of at least twelve (12) months with respect to any amount that
was initially deferred to a "date certain" EDCP Ledger. Any such request must be
made, in accordance with such procedures established by the Committee, in its
discretion, at least twelve (12) months before the expiration of the date
certain deferral period for any previously deferred amount with respect to which
an additional deferral election is requested. Notwithstanding the foregoing, if
a Participant had previously deferred amounts to a "termination of employment"
EDCP Ledger and subsequently elected to accelerate the distribution of all or
part of such amounts to a date certain, pursuant to Section 6.4(b), that
election is irrevocable and the Participant may not make any further deferral
elections with respect to such amounts.
(b) A Participant may request, in accordance with such procedures
established by the Committee, in its discretion, that the Committee approve a
modified deferral date for the Participant's "date certain" EDCP Ledger as long
as the modified deferral date is no earlier than twelve (12) months from the
date of such election and the original date certain to which amounts were
deferred is not within twelve (12) months from the date of such modification
election.
SECTION 5. EDCP LEDGERS - DEFERRED COMPENSATION ACCOUNTS
5.1 Participant Accounts. The Committee shall establish and maintain for each
Participant a bookkeeping account or accounts to track deferrals made by such
Participant. Such accounts shall be referred to herein as "EDCP Ledgers."
Deferred amounts shall be credited to each Participant's EDCP Ledger(s) at such
times as required under Section 4. Effective as of January 1, 2002, no more than
two EDCP Ledgers may be established at any time for any Participant reflecting
amounts deferred to a date certain (the Participant's "date certain" EDCP
Ledger) separately from amounts initially deferred to termination of employment
(the Participant's "termination of employment" EDCP Ledger). Once amounts are
completely paid from the Participant's "date certain" EDCP Ledger, the
Participant may establish a new "date certain" EDCP Ledger for future deferrals.
In addition to deferrals otherwise provided for under Section 4, any
Participant's cash balance account amounts transferred to this Plan from the
KERP (as described in Appendix B) shall be credited to the Participant's
"termination of employment" EDCP Ledger.
5.2 Hypothetical Earnings. Additional amounts shall be credited to (or deducted
from) a Participant's EDCP Ledgers to reflect the hypothetical earnings (or
losses) that would have been experienced had the deferred amounts been invested
in the Investment Options selected by the Participant pursuant to his investment
election. The Committee shall establish such procedures as it deems necessary,
in its sole discretion, to allow Participants the ability to designate that all
or a portion of amounts deferred to their EDCP Ledgers be hypothetically
invested among the Investment Options. The Committee is authorized to select an
Investment Option to serve as a default Investment Option in the absence of an
actual election by any Participant. All amounts credited to Participants' EDCP
Ledgers shall continue to be hypothetically invested among the Investment
Options until such amounts are paid in full to the Participant (or his
Beneficiary). Notwithstanding the foregoing, and subject to Section 9.2, no
Participant shall have a right to designate the specific actual investment of
deferred amounts.
5.3 Charges Against Accounts. There shall be charged against each
Participant's account any payments made to the Participant or to his
Beneficiary in accordance with Section 6 hereof.
SECTION 6. PAYMENT OF DEFERRED AMOUNTS
6.1 Payment of Deferred Amounts. Payment of a Participant's EDCP Ledger(s),
including accumulated hypothetical earnings (or losses), shall be paid in cash
commencing with the conclusion of the deferral period otherwise provided in
Section 4. The payments shall be made in the manner selected by the Participant
under Section 4.4. The amount of any annual installment payment shall equal the
Participant's distributable EDCP Ledger(s), determined as of the last day of the
month preceding the payment date multiplied by a fraction, the numerator of
which is one and the denominator of which is the number of installment payments
remaining to be paid.
6.2 Acceleration of Payments. Notwithstanding the deferral period otherwise
applicable to deferred amounts hereunder, effective as of January 1, 2002:
(a) if a Participant dies after commencement of installment payments
and prior to the payment of all amounts credited to his EDCP Ledger(s), the
balance of any amount payable shall continue to be paid in installment
distributions, unless:
(i) the Participant's Beneficiary is not a natural person
(or a trust, the beneficiary of which is a natural person), or
(ii) the Participant's Beneficiary elects to accelerate the
amounts remaining to be paid, pursuant to Section 6.3 or Section 6.4;
(b) if the total amount payable from a Participant's EDCP Ledger(s) is
less than $5,000 at the time for payment specified, such amount shall be paid in
a lump sum; and
(c) if applicable, the provisions of Section 8 shall apply.
6.3 Financial Emergency. At any time before the time an amount is otherwise
payable hereunder, a Participant (or the Participant's Beneficiary) may request,
pursuant to such procedures prescribed by the Committee in its sole discretion,
a single sum cash distribution of all or a portion of the amounts credited to
his EDCP Ledger(s) due to the Participant's (or the Beneficiary's) severe
financial hardship, subject to the following requirements:
(a) Such distribution shall be made, in the sole discretion of the
Committee, if the individual has incurred a severe financial hardship resulting
from a sudden or unexpected illness or accident of the individual or the
individual's dependent (as defined in Code Section 152(a)), loss of the
individual's property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the
individual's control.
(b) The circumstances that will constitute an unforeseeable emergency
will depend upon the facts of each case, but, in any case, payment may not be
made to the extent that such hardship is or may be relieved:
(i) through reimbursement or compensation by insurance or
otherwise,
(ii) by liquidation of the individual's assets, to the
extent the liquidation of such assets would not itself cause severe financial
hardship, or
(iii) by cessation of deferrals under the Plan.
Examples of circumstances that are not considered to be unforeseeable
emergencies include the need to send an individual's child to college or the
desire to purchase a home.
(c) In all events, distributions made pursuant to this Section 6.3
shall only be permitted to the extent reasonably needed to satisfy the emergency
need. The Committee may require such evidence of the individual's severe
financial hardship as it deems appropriate.
(d) All distributions under this Section 6.3 shall be made from the
Participant's EDCP Ledger(s) as soon as practicable after the Committee has
approved the distribution and the amounts credited to the Participant's EDCP
Ledger(s) shall be reduced on a pro rata basis among his elected Investment
Options to reflect the accelerated distribution.
6.4 Acceleration Subject to Substantial Limitations. Effective as of January 1,
2002, at any time before an amount is otherwise payable hereunder, a Participant
(or the Participant's Beneficiary) may request, pursuant to such procedures
prescribed by the Committee in its sole discretion, that an accelerated
distribution of all or a portion of the amounts credited to his EDCP Ledger(s)
be made pursuant to the following provisions:
(a) An individual may accelerate all or any portion of his EDCP
Ledger(s) and have such amount paid in the form of a single sum cash payment as
soon as practicable after receipt of such request by the Committee, provided,
however, that an amount equal to ten percent (10%) of the amount requested by
the Participant will be forfeited from the Participant's EDCP Ledger(s)
immediately prior to such payment.
(b) In lieu of (or in addition to) any acceleration payment under
Section 6.4(a) above, an individual may elect to accelerate the payment of all
or any portion of the amounts otherwise payable from his EDCP Ledger(s),
provided that:
(i) the accelerated amounts are not otherwise payable within
twelve (12) months of the date of such election;
(ii) the accelerated amounts must be paid in the form of a
single sum cash payment at the date specified by the individual; and
(ii) the accelerated payment may not be paid any earlier than
twelve (12) months after the date such acceleration election is received by the
Committee.
(c) No individual may make more than two acceleration elections with
respect to the individual's EDCP Ledger(s) in any Year.
(d) All distributions under this Section 6.4 shall be made from the
Participant's EDCP Ledger(s) in a single sum cash payment as soon as practicable
after the date approved by the Committee and the amounts credited to the
Participant's EDCP Ledger(s) shall be reduced on a pro rata basis among his
elected Investment Options to reflect the accelerated distribution.
6.5 Committee Modification of Installment Distribution Options. Notwithstanding
anything to the contrary in this Plan, the Committee, in its sole discretion,
may choose to accelerate any installment distribution amounts otherwise payable
hereunder to a Participant (or Beneficiary), with or without the consent of the
Participant (or Beneficiary).
SECTION 7. BENEFICIARY DESIGNATION
7.1 Designation of Beneficiary.
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(a) A Participant shall designate a Beneficiary or Beneficiaries who,
upon the Participant's death, are to receive the amounts that otherwise would
have been paid to the Participant. All designations shall be in writing and
signed by the Participant. The designation shall be effective only if and when
delivered to the Corporation during the lifetime of the Participant. The
Participant also may change his Beneficiary or Beneficiaries by a signed,
written instrument delivered to the Corporation. The payment of amounts shall be
in accordance with the last unrevoked written designation of Beneficiary that
has been signed and delivered to the Corporation. All Beneficiary designations
shall be addressed to the Secretary of SCANA Corporation and delivered to his
office, and shall be processed as indicated in subsection (b) below by the
Secretary or by his authorized designee.
(b) The Secretary of SCANA Corporation (or his authorized designee)
shall, upon receipt of the Beneficiary designation:
(i) ascertain that the designation has been signed, and if
it has not been, return it to the Participant for his signature;
(ii) if signed, stamp the designation "Received," indicate
the date of receipt, and initial the designation in the proximity of the stamp.
7.2 Death of Beneficiary.
--------------------
(a) In the event that all of the Beneficiaries named in Section 7.1
predecease the Participant, the amounts that otherwise would have been paid to
said Beneficiaries shall, where the designation fails to redirect to alternate
Beneficiaries in such circumstance, be paid to the Participant's estate as the
alternate Beneficiary.
(b) In the event that two or more Beneficiaries are named, and one or
more but less than all of such Beneficiaries predecease the Participant, each
surviving Beneficiary shall receive any dollar amount or proportion of funds
designated or indicated for him per the designation of Section 7.1, and the
dollar amount or designated or indicated share of each predeceased Beneficiary
which the designation fails to redirect to an alternate Beneficiary in such
circumstance shall be paid to the Participant's estate as an alternate
Beneficiary.
7.3 Ineffective Designation.
-----------------------
(a) In the event the Participant does not designate a Beneficiary, or
if for any reason such designation is entirely ineffective, the amounts that
otherwise would have been paid to the Beneficiary shall be paid to the
Participant's estate as the alternate Beneficiary.
(b) In the circumstance that designations are effective in part and
ineffective in part, to the extent that a designation is effective, distribution
shall be made so as to carry out as closely as discernable the intent of the
Participant, with result that only to the extent that a designation is
ineffective shall distribution instead be made to the Participant's estate as an
alternate Beneficiary.
SECTION 8. CHANGE IN CONTROL PROVISIONS
8.1 Accelerated Distributions Upon Change in Control. Notwithstanding anything
in this Plan to the contrary and subject to the terms of an individual
Participant Agreement, if any, upon the occurrence of a Change in Control where
there has not been a termination of the SCANA Corporation Key Executive
Severance Benefits Plan prior thereto, the amounts (or remaining amounts) held
in each Participant's EDCP Ledger(s) under this Plan as of the date of such
Change in Control (referred to as each Participant's "EDCP Benefit") shall
become immediately due and payable. All EDCP Benefits payable under this Section
8.1 shall be paid to each Participant (and his or her Beneficiary) in the form
of a single lump sum cash payment, together with an amount (the "Gross-Up
Payment") such that the net amount retained by each Participant after deduction
of any excise tax imposed by Section 4999 of the Code (or any similar tax that
may hereafter be imposed) on such benefits (the "Excise Tax") and any federal,
state, and local income tax and Excise Tax upon the EDCP Benefit and the
Gross-Up Payment provided for by this Section 8 shall be equal to the value of
the Participant's EDCP Benefit. Such payment shall be made by the Corporation
(or to the extent assets are transferred to the SCANA Corporation Executive
Benefit Plan Trust by the trustee of such trust in accordance with the trust's
terms) to the Participant (or his Beneficiary) as soon as practicable following
the Change in Control, but in no event later than the date specified by the
terms of the SCANA Corporation Executive Benefit Plan Trust. In all events, if
the SCANA Corporation Key Executive Severance Benefits Plan was terminated prior
to such Change in Control, then the provisions of this Section shall not apply
and Participants' benefits shall be determined and paid under the otherwise
applicable provisions of the Plan and/or any individual Participant Agreement.
8.2 Tax Computation. For purposes of determining the amount of the Gross-Up
Payment referred to in Section 8.1, whether any of a Participant's EDCP Benefit
will be subject to the Excise Tax, and the amounts of such Excise Tax: (i) there
shall be taken into account all other payments or benefits received or to be
received by a Participant in connection with a Change in Control of the
Corporation (whether pursuant to the terms of this Plan or any other plan,
arrangement, or agreement with the Corporation, any person whose actions result
in a Change in Control of the Corporation or any person affiliated with the
Corporation or such person); and (ii) the amount of any Gross-Up Payment payable
with respect to any Participant (or his Beneficiary) by reason of such payment
shall be determined in accordance with a customary "gross-up formula," as
determined by the Committee it its sole discretion.
8.3 No Subsequent Recalculation of Tax Liability. The Gross-Up Payments
described in the foregoing provisions of this Section 8 are intended and hereby
deemed to be a reasonably accurate calculation of each Participant's actual
income tax and Excise Tax liability under the circumstances (or such tax
liability of his Beneficiary), the payment of which is to be made by the
Corporation or the SCANA Corporation Executive Benefit Plan Trust. All such
calculations of tax liability shall not be subject to subsequent recalculation
or adjustment in either an underpayment or overpayment context with respect to
the actual tax liability of the Participant (or his Beneficiary) ultimately
determined as owed.
8.4 Successors. Notwithstanding anything in this Plan to the contrary, and
subject to the terms of an individual Agreement, if any, upon the occurrence of
a Change in Control, and only if the SCANA Corporation Key Executive Severance
Benefits Plan ("KESBP") was terminated prior to such Change in Control, the
Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation, or otherwise) of all or substantially all of the business
and/or assets of the Company or of any division or subsidiary thereof to
expressly assume and agree to perform this Plan in the same manner and to the
same extent that the Company would be required to perform it if no such
succession had taken place, subject to the remaining provisions of this Section
8.4. In the event of such a Change in Control where the KESBP is terminated,
Participants shall become entitled to benefits hereunder in accordance with the
terms of this Plan, and any individual Agreement, based on amounts credited to
each Participant's EDCP Ledger(s) as of the date of such Change in Control plus
accumulated hypothetical earnings (or losses) attributable thereto (adjusted to
reflect any change from the most recent EDCP Ledger calculation to the end of
the month prior to the month such amounts are distributed to each Participant,
based on the Investment Options in effect at such time). In the case of any
Change in Control, any successor to the Company shall not be required to provide
for additional deferral of benefits beyond the date of such Change in Control.
In addition, and notwithstanding Section 8.5 to the contrary, if there is a
Change in Control and the KESBP is terminated prior to such Change in Control, a
successor to the Company may amend this Plan to provide for an automatic lump
sum distribution of the then current value of Participants' EDCP Ledger(s),
including accumulated hypothetical earnings (or losses) attributable thereto
(adjusted to reflect any change since the most recent EDCP Ledger calculation)
hereunder without such amendment being treated as an amendment reducing any
benefits earned.
8.5 Amendment and Termination After Change in Control. Notwithstanding the
foregoing, and subject to this Section 8, no amendment, modification or
termination of the Plan may be made, and no Participants may be added to the
Plan, upon or following a Change in Control if it would have the effect of
reducing any benefits earned (including optional forms of distribution) by any
Participant prior to such Change in Control without the written consent of all
of the Plan's Participants covered by the Plan at such time. In all events,
however, the Corporation reserves the right to amend, modify or delete the
provisions of Section 8 at any time prior to a Change in Control, pursuant to a
Board resolution adopted by a vote of two-thirds (2/3) of the Board members then
serving on the Board.
SECTION 9. GENERAL PROVISIONS
9.1 Contractual Obligation. It is intended that the Corporation is under a
contractual obligation to make payments from a Participant's account when due.
Payment of account balances shall be made out of the general funds of the
Corporation as determined by the Board without any restriction of the assets of
the Corporation relative to the payment of such contractual obligations; the
Plan is, and shall operate as, an unfunded plan.
9.2 Unsecured Interest. No Participant or Beneficiary shall have any interest
whatsoever in any specific asset of the Corporation. To the extent that any
person acquires a right to receive payment under this Plan, such right shall be
no greater than the right of any unsecured general creditor of the Corporation.
9.3 "Rabbi" Trust. In connection with this Plan, the Board has established a
grantor trust (known as the "SCANA Corporation Executive Benefit Plan Trust")
for the purpose of accumulating funds to satisfy the obligations incurred by the
Corporation under this Plan (and such other plans and arrangements as determined
from time to time by the Corporation). At any time prior to a Change in Control,
as that term is defined in such Trust, the Corporation may transfer assets to
the Trust to satisfy all or part of the obligations incurred by the Corporation
under this Plan, as determined in the sole discretion of the Committee, subject
to the return of such assets to the Corporation at such time as determined in
accordance with the terms of such Trust. Notwithstanding the establishment of
the Trust, the right of any Participant to receive future payments under the
Plan shall remain an unsecured claim against the general assets of the
Corporation.
9.4 Employment/Participation Rights.
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(a) Nothing in the Plan shall interfere with or limit in any way the
right of the Company to terminate any Participant's employment at any time, nor
confer upon any Participant any right to continue in the employ of the Company.
(b) Nothing in the Plan shall be construed to be evidence of any
agreement or understanding, express or implied, that the Company will continue
to employ a Participant in any particular position or at any particular rate of
remuneration.
(c) No employee shall have a right to be selected as a Participant,
or, having been so selected, to be selected again as a Participant.
(d) Nothing in this Plan shall affect the right of a recipient to
participate in and receive benefits under and in accordance with any pension,
profit-sharing, deferred compensation or other benefit plan or program of the
Company.
9.5 Nonalienation of Benefits.
-------------------------
(a) No right or benefit under this Plan shall be subject to
anticipation, alienation, sale, assignment, pledge, encumbrance, or change, and
any attempt to anticipate, alienate, sell, assign, pledge, encumber or change
the same shall be void; nor shall any such disposition be compelled by operation
of law.
(b) No right or benefit hereunder shall in any manner be liable for or
subject to the debts, contracts, liabilities, or torts of the person entitled to
benefits under the Plan.
(c) If any Participant or Beneficiary hereunder should become bankrupt
or attempt to anticipate, alienate, sell, assign, pledge, encumber, or change
any right or benefit hereunder, then such right or benefit shall, in the sole
discretion of the Committee, cease, and the Committee shall direct in such event
that the Corporation hold or apply the same or any part thereof for the benefit
of the Participant or Beneficiary in such manner and in such proportion as the
Committee may deem proper.
9.6 Severability. If any particular provision of the Plan shall be found to be
illegal or unenforceable for any reason, the illegality or lack of
enforceability of such provision shall not affect the remaining provisions of
the Plan, and the Plan shall be construed and enforced as if the illegal or
unenforceable provision had not been included.
9.7 No Individual Liability. It is declared to be the express purpose and
intention of the Plan that no liability whatsoever shall attach to or be
incurred by the shareholders, officers, or directors of the Corporation or any
representative appointed hereunder by the Corporation, under or by reason of any
of the terms or conditions of the Plan.
9.8 Applicable Law. This Plan shall be governed by and construed in
accordance with the laws of the State of South Carolina except to the extent
governed by applicable federal law.
SECTION 10. PLAN ADMINISTRATION, AMENDMENT AND TERMINATION
10.1 In General. This Plan shall be administered by the Committee, which shall
have the sole authority, in its sole discretion, to construe and interpret the
terms and provisions of the Plan and determine the amount, manner and time of
payment of any benefits hereunder. The Committee shall maintain records, make
the requisite calculations and disburse payments hereunder, and its
interpretations, determinations, regulations and calculations shall be final and
binding on all persons and parties concerned. The Committee may adopt such rules
as it deems necessary, desirable or appropriate in administering this Plan and
the Committee may act at a meeting, in a writing without a meeting, or by having
actions otherwise taken by a member of the Committee pursuant to a delegation of
duties from the Committee.
10.2 Claims Procedure. Any person dissatisfied with the Committee's
determination of a claim for benefits hereunder must file a written request for
reconsideration with the Committee. This request must include a written
explanation setting forth the specific reasons for such reconsideration. The
Committee shall review its determination promptly and render a written decision
with respect to the claim, setting forth the specific reasons for such denial
written in a manner calculated to be understood by the claimant. Such claimant
shall be given a reasonable time within which to comment, in writing, to the
Committee with respect to such explanation. The Committee shall review its
determination promptly and render a written decision with respect to the claim.
Such decision upon matters within the scope of the authority of the Committee
shall be conclusive, binding, and final upon all claimants under this Plan.
10.3 Finality of Determination. The determination of the Committee as to any
disputed questions arising under this Plan, including questions of construction
and interpretation, shall be final, binding, and conclusive upon all persons.
10.4 Delegation of Authority. The Committee may, in its discretion, delegate its
duties to an officer or other Employee of the Company, or to a committee
composed of officers or Employees of the Company.
10.5 Expenses. The cost of payment from this Plan and the expenses of
administering the Plan shall be borne by the Corporation.
10.6 Tax Withholding. The Corporation shall have the right to deduct from all
payments made from the Plan any federal, state, or local taxes required by law
to be withheld with respect to such payments.
10.7 Incompetency. Any person receiving or claiming benefits under the Plan
shall be conclusively presumed to be mentally competent and of age until the
Committee receives written notice, in a form and manner acceptable to it, that
such person is incompetent or a minor, and that a guardian, conservator,
statutory committee under the South Carolina Code of Laws, or other person
legally vested with the care of his estate has been appointed. In the event that
the Committee finds that any person to whom a benefit is payable under the Plan
is unable to properly care for his affairs, or is a minor, then any payment due
(unless a prior claim therefor shall have been made by a duly appointed legal
representative) may be paid to the spouse, a child, a parent, or a brother or
sister, or to any person deemed by the Committee to have incurred expense for
the care of such person otherwise entitled to payment.
In the event a guardian or conservator or statutory committee of the
estate of any person receiving or claiming benefits under the Plan shall be
appointed by a court of competent jurisdiction, payments shall be made to such
guardian or conservator or statutory committee provided that proper proof of
appointment is furnished in a form and manner suitable to the Committee. Any
payment made under the provisions of this Section 10.7 shall be a complete
discharge of liability therefor under the Plan.
10.8 Notice of Address. Any payment made to a Participant or to his designated
Beneficiary at the last known post office address of the distributee on file
with the Corporation, shall constitute a complete acquittance and discharge to
the Corporation and any director or officer with respect thereto, unless the
Corporation shall have received prior written notice of any change in the
condition or status of the distributee. Neither the Corporation nor any director
or officer shall have any duty or obligation to search for or ascertain the
whereabouts of the Participant or his designated Beneficiary.
10.9 Amendment and Termination. The Corporation expects the Plan to be permanent
but, because future conditions affecting the Corporation cannot be anticipated
or foreseen, the Corporation reserves the right to amend, modify, or terminate
the Plan at any time by action of its Board, subject to Section 8.5; provided,
however, that any such action shall not diminish retroactively any amounts, both
deferred amounts and any hypothetical earnings (or losses) thereon, which have
been credited to any Participant's EDCP Ledger(s). If the Board amends the Plan
to cease future deferrals hereunder or terminates the Plan, the Board may, in
its sole discretion, direct that the value of each Participant's EDCP Ledger(s)
be paid to each Participant (or Beneficiary, if applicable) in an immediate lump
sum payment. In the absence of any such direction from the Board, the Plan shall
continue as a "frozen" plan under which no future deferrals will be recognized
(however, hypothetical earnings (or losses) shall continue to be recognized in
accordance with the Investment Options that continue to be made available under
the Plan) and each Participant's benefits shall be paid in accordance with the
otherwise applicable terms of the Plan.
SECTION 11. EXECUTION
IN WITNESS WHEREOF, the Corporation has caused this SCANA Corporation
Executive Deferred Compensation Plan to be executed by its duly authorized
officer this _2nd_ day of _August, 2001, to be effective as of the dates
specified herein.
SCANA CORPORATION
By: s/W. B. Timmerman
-----------------
Title: Chairman, President and
Chief Executive Officer
ATTEST:
s/Lynn M. Williams
--------------------
Secretary
APPENDIX A - SPECIAL SVDP PROVISIONS
A.1 Amendment of SVDP. Effective as of July 1, 2001, this Plan was amended and
re-named as set forth herein. Notwithstanding anything herein to the contrary,
the provisions of this Plan as in effect on June 30, 2001 shall remain in effect
until January 1, 2002 and the terms of such provisions are incorporated by
reference herein. Participants' balances, if any, attributable to periods prior
to January 1, 2002 are referred to in this Appendix A as "SVDP Balances."
A.2 SVDP Deferral Eligibility and Amounts. For periods prior to January 1, 2002,
Eligible Employees who are otherwise eligible to participate in this Plan in
accordance with the terms of the Plan in effect as of June 30, 2001 shall remain
so eligible. The deferred amounts (including Employer Matching Deferrals) to
which they are entitled (and the Investment Options available with respect to
such deferred amounts) shall be determined by reference to the terms of the Plan
in effect as of June 30, 2001.
A.3 SVDP Deferral Periods; Form of Distribution. All SVDP Balances accumulated
prior to January 1, 2002, shall be included in the Participant's "termination of
employment" EDCP Ledger (as defined in Section 5) and shall be payable in a
single sum cash distribution as soon as practicable after the earlier of the
Participant's termination of employment or death. Prior to January 1, 2002, such
amounts are eligible for an accelerated withdrawal under the financial hardship
provisions under Section 6.3 and no other accelerated withdrawal provisions
apply.
A.4 Termination of Appendix A. Except as provided in Section 8.5, the provisions
of this Appendix A shall automatically terminate as of January 1, 2002, without
any further action by the Company, the Board or the Committee, previously
deferred amounts under the SVDP shall continue to be administered pursuant to
the otherwise applicable provisions of the Plan, and the remaining provisions of
this Plan shall apply for all periods on and after January 1, 2002.
APPENDIX B - TRANSFERRED KERP BENEFITS
B.1 Amendment of KERP. Effective as of July 1, 2000, the SCANA Corporation Key
Employee Retention Plan ("KERP") was amended to provide for a cash balance-type
benefit for all covered participants, as described in Section B.2 below.
Effective as of July 1, 2001, KERP Participants' benefits were merged with and
into this Plan.
B.2 Calculation of KERP Cash Balance Account Benefit. In accordance with the
amendment described in Section B.1, each KERP Participant, as of June 30, 2000
was credited with a KERP opening cash balance account equal to the portion of
the present value of the projected KERP benefit earned by the Participant, as of
such date, based on the Participant's service with the Company as of June 30,
2000. Prior to such amendment, the KERP benefit formula generally provided for a
benefit of 25% of the Participant's final average 36 months of base pay, payable
over 15 years commencing upon the Participants retirement at age 65 or after 35
years of service. A KERP Participant's projected KERP benefit was determined
under the KERP benefit formula described in the preceding sentence, assuming a
four percent (4%) annual salary increase to the earlier of age 65 or 35 years of
service. The present value of this projected KERP benefit payable over 15 years
was determined using an interest rate of 6.35% and was not adjusted for the
Participant's age as of June 30, 2000.
Interest Adjustments. Each Participant's KERP cash balance account
shall be increased monthly from July 1, 2000 through December 31, 2001 at the
same applicable annual interest rate used in augmenting the Participant's cash
balance account under the SCANA Corporation Retirement Plan.
Additional Benefit Credit. Each Participant's KERP cash balance account
shall also be credited for periods from July 1, 2000 through December 31, 2001
with the portion of the present value of the projected KERP benefit the
Participant otherwise earns during that period. This benefit credit as of the
last day of any month would equal the difference between (A) the portion of the
present value of the projected KERP benefit earned by the Participant as of the
end of that month, and (B) the Participant's KERP cash balance account at the
end of the prior month. The present value of the projected KERP benefit would be
determined in the same manner as explained above in this Section B.2, but
recognizing current base pay, additional benefit service and the applicable
interest rate for the relevant period. Notwithstanding the foregoing, additional
benefit credits are intended to be determined as of December 31, 2000 and
December 31, 2001 on an annual basis; provided, however, that if a Participant
terminates employment for any reason (including due to death) prior to December
31, 2001 or if a Change in Control occurs prior to December 31, 2001, the
additional KERP benefit credits shall be recalculated as of the last day of the
month in which such termination of employment or Change in Control occurs.
B.3 Transfer of KERP Cash Balance Account Benefits to this Plan. Effective as of
July 1, 2001, the KERP was merged with and into this Plan and each KERP
Participant's KERP cash balance account was credited to the Participant's
"termination of employment" EDCP Ledger (as defined in Section 5). All KERP
deferred amounts accumulated prior to January 1, 2002, shall be payable in a
single sum cash distribution as soon as practicable after the earlier of the
Participant's termination of employment or death.
B.4 "Freeze" of KERP Cash Balance Account Benefits. Effective as of December 31,
2001, all amounts attributable to transferred KERP account balances are not
eligible for increases due to annual interest or benefit credit adjustments as
set forth under Section B.2 above. Instead, all such amounts shall be
transferred to EDCP Ledgers for affected Participants and automatically deferred
to "termination of employment" EDCP Ledgers, subject to further adjustments to
reflect earnings (or losses) attributable to Investment Options available under
the Plan and elected by Participants (or Beneficiaries).
B.5 Status of KERP Cash Balance Account Benefits. Notwithstanding anything
herein to the contrary, all amounts attributable to KERP cash balance account
benefits reflect unsecured unfunded promises to pay amounts owed by the
Corporation.
B.6 Termination of Appendix B. Except as provided in Section 8.5, the provisions
of this Appendix B shall automatically terminate as of January 1, 2002, without
any further action by the Company, the Board or the Committee, previously
deferred amounts under this Appendix B shall continue to be administered
pursuant to the otherwise applicable provisions of the Plan, and the remaining
provisions of this Plan shall apply for all periods on and after January 1,
2002.