Exhibit 10.05
SCANA CORPORATION
SUPPLEMENTARY KEY EXECUTIVE
SEVERANCE BENEFITS PLAN
as amended and restated
effective as of
July 1, 2001
SCANA CORPORATION
SUPPLEMENTARY KEY EXECUTIVE
SEVERANCE BENEFITS 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
SECTION 2. DEFINITIONS.......................................................2
2.1 DEFINITIONS..........................................................2
2.2 GENDER AND NUMBER....................................................6
SECTION 3. ELIGIBILITY AND PARTICIPATION....................................7
3.1 ELIGIBILITY..........................................................7
3.2 TERMINATION OF PARTICIPATION.........................................7
SECTION 4. BENEFITS.........................................................8
4.1 RIGHT TO SKESBP BENEFITS.............................................8
4.2 QUALIFYING TERMINATION...............................................8
4.3 DESCRIPTION OF SKESBP BENEFITS.......................................8
4.4 TERMINATION FOR TOTAL AND PERMANENT DISABILITY......................10
4.5 TERMINATION FOR RETIREMENT OR DEATH.................................10
4.6 TERMINATION FOR CAUSE OR BY PARTICIPANT OTHER
THAN FOR GOOD REASON...............................................10
4.7 NOTICE OF TERMINATION...............................................10
4.8 PARTICIPANT'S OBLIGATIONS...........................................10
4.9 TERMINATION FOR JUST CAUSE..........................................10
4.10 GROSS-UP PAYMENT....................................................10
4.11 TAX COMPUTATION.....................................................11
4.12 FORM AND TIMING OF SKESBP BENEFITS..................................11
4.13 NO SUBSEQUENT RECALCULATION OF PLAN LIABILITY.......................11
4.14 BENEFITS UNDER OTHER PLANS..........................................11
SECTION 5. BENEFICIARY DESIGNATION..........................................12
5.1 DESIGNATION OF BENEFICIARY..........................................12
5.2 DEATH OF BENEFICIARY................................................12
5.3 INEFFECTIVE DESIGNATION.............................................12
SECTION 6. GENERAL PROVISIONS...............................................13
6.1 CONTRACTUAL OBLIGATION..............................................13
6.2 UNSECURED INTEREST..................................................13
6.3 "RABBI" TRUST.......................................................13
6.4 SUCCESSORS..........................................................13
6.5 EMPLOYMENT/PARTICIPATION RIGHTS.....................................13
6.6 NONALIENATION OF BENEFITS...........................................14
6.7 SEVERABILITY........................................................14
6.8 NO INDIVIDUAL LIABILITY.............................................14
6.9 APPLICABLE LAW......................................................14
6.10 LEGAL FEES AND EXPENSES.............................................15
6.11 ARBITRATION.........................................................15
SECTION 7. PLAN ADMINISTRATION, AMENDMENT AND TERMINATION...................16
7.1 IN GENERAL..........................................................16
7.2 CLAIMS PROCEDURE....................................................16
7.3 FINALITY OF DETERMINATION...........................................16
7.4 DELEGATION OF AUTHORITY.............................................16
7.5 EXPENSES............................................................16
7.6 TAX WITHHOLDING.....................................................16
7.7 INCOMPETENCY........................................................16
7.8 NOTICE OF ADDRESS...................................................17
7.9 AMENDMENT AND TERMINATION...........................................17
SECTION 8. EXECUTION........................................................18
SCANA CORPORATION
SUPPLEMENTARY KEY EXECUTIVE
SEVERANCE BENEFITS PLAN
(As Amended and Restated)
SECTION 1. ESTABLISHMENT AND PURPOSE
1.1 Establishment and History of the Plan. SCANA Corporation established,
effective as of October 21, 1997, a severance plan for certain senior executives
known as the "SCANA Corporation Supplementary Key Executive Severance Benefits
Plan" (the "Plan"). Effective as of July 1, 2001, the Plan is being amended and
restated as set forth herein to reflect various changes in the manner in which
the benefits under the Plan are calculated and other administrative changes.
1.2 Description of the Plan. This Plan is intended to constitute a severance
benefits plan which is unfunded and established primarily for the purpose of
providing severance benefits for a select group of management or highly
compensated employees.
1.3 Purpose of the Plan. The purpose of this Plan is to advance the interests of
the Company by providing highly qualified Company executives and other key
personnel with an assurance of equitable treatment in terms of compensation and
economic security and to induce continued employment with the Company in the
event of certain spin-offs, divestitures, or an acquisition or other Change in
Control. The Corporation believes that an assurance of equitable treatment will
enable valued executives and key personnel to maintain productivity and focus
during a period of significant uncertainty inherent in such situations and that
a severance compensation plan of this kind will aid the Company in attracting
and retaining the highly qualified professionals who are essential to its
success.
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) "Base Salary" means the base rate of compensation payable to a
Participant as annual salary, not reduced by any pre-tax deferrals under any
tax-qualified plan, non-qualified deferred compensation plan, qualified
transportation fringe benefit plan under Code Section 132(f), or cafeteria plan
under Section 125 maintained by the Company, but excluding amounts received or
receivable under all incentive or other bonus plans.
(c) "Beneficial Owner" shall have the meaning ascribed to such term in
Rule 13d-3 of the General Rules and Regulations under the Exchange Act.
(d) "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 5 hereof.
(e) "Board" means the Board of Directors of the Corporation.
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(f) "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, as amended (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 the Corporation designated by the Board 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.
(g) "Code" means the Internal Revenue Code of 1986, as amended.
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(h) "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 7.4.
(i) "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.
(j) "Corporation" means SCANA Corporation, a South Carolina
corporation, or any successor thereto.
(k) "Effective Date of Termination" means the date on which a
Qualifying Termination occurs which triggers SKESBP Benefits hereunder.
(l) "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, as determined under the
SCANA Corporation Key Executive Severance Benefits Plan.
(m) "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.
(n) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
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(o) "Good Reason" means, without the Participant's written consent, the
occurrence after a Change in Control of the Company of any one or more of the
following:
(i) The assignment of a Participant to duties inconsistent
with his/her duties, responsibilities, and status as an officer of the Company
or reduction or alteration in the nature or status of his/her responsibilities
from those in effect as of ninety (90) days prior to the effective date of the
Change in Control. A record, called "Exhibit A (of the KESB)," of each Plan
Participant's responsibilities, duties, and status as an officer shall be
maintained as a point of reference for the purpose of identifying changes in
these responsibilities, duties and status as an officer that would constitute
"Good Reason;"
(ii) A reduction by the Company in a Participant's Base
Salary as in effect thirty (30) days prior to the identification of a
Potential Change in Control;
(iii) The Company's requiring a Participant to be based at a
location in excess of twenty-five (25) miles from the location where a
Participant is based as of the Effective Date of this Plan;
(iv) The failure of the Company to continue in effect any
annual or long-term incentive program for officers which is in effect as of the
effective date of the Change in Control, or any of the Company's employee
benefit plans, policies, practices, or arrangements in which the Participant
participates, unless similar plans of equal value are established in their
place, or the failure by the Company to continue the Participant's participation
therein on substantially the same basis, both in terms of the amount of benefits
provided and the level of the Participant's participation relative to other
participants, as existed as of the date of the Change in Control;
(v) The failure of the Company to obtain a satisfactory
agreement from any successor to the Company to assume and agree to perform this
Plan, as contemplated in Section 6.4 herein; and
(vi) Any purported termination by the Company of the
Participant's employment that is not effected pursuant to a Notice of
Termination satisfying the requirements of Section 4.7 herein, and for purposes
of this Plan, no such purported termination shall be effective.
A Participant's right to terminate his or her employment for Good
Reason shall not be affected by his or her incapacity due to physical or mental
illness. A Participant's continued employment shall not constitute consent to,
or a waiver of rights with respect to, any circumstance constituting Good Reason
herein.
(p) "Just Cause" means any one or more of the following:
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(i) Willful and continued failure by a Participant to
substantially perform his or her duties with the Company (other than any such
failure resulting from a Qualifying Termination), after a demand for substantial
performance is delivered to the Participant that specifically identifies the
manner in which the Company believes that the Participant has not substantially
performed his/her duties, and the Participant has failed to resume substantial
performance of his/her duties on a continuous basis within fourteen (14) days of
receiving such demand;
(ii) The willful engaging by a Participant in conduct which
is demonstrably and materially injurious to the Company, monetarily or
otherwise; or
(iii) A Participant's conviction of a felony or conviction of
a misdemeanor which impairs his/her ability substantially to perform his/her
duties with the Company.
For purposes of this Section 2.1(p), no act, or failure to act, on a
Participant's part shall be deemed "willful" unless done, or omitted to be done,
by a Participant not in good faith and without reasonable belief that the
Participant's action or omission was in the best interest of the Company.
(q) "Participant" means any Eligible Employee who is participating
in the Plan in accordance with the provisions herein set forth.
(r) "Potential Change in Control" means and includes the event of
any one or more of the following occurrences:
(i) The Corporation enters into an agreement, the
consummation of which would result in the occurrence of a Change in Control of
the Corporation;
(ii) Any person including the Corporation publicly announces
an intention to take or to consider taking actions which if consummated, would
constitute a Change of Control of the Corporation;
(iii) Any person, other than a trustee or other fiduciary
holding securities under an employee benefit plan of the Corporation (or
corporation owned, directly or indirectly, by the stockholders of the
Corporation in substantially the same proportions as their ownership of stock of
the Corporation), becomes the Beneficial Owner, directly or indirectly, of
securities of the Corporation representing eight and one-half percent (8.5%) or
more of the combined voting power of the Corporation's then outstanding
securities;
(iv) The filing of an application by a third party with the
SEC under Section 9(a)(2) of the Public Utility Holding Company Act of 1935, as
amended, for authorization to acquire shares so as to hold, own or control,
directly or indirectly, five percent (5%) or more of the voting stock of the
Corporation; or
(v) The Board adopts a resolution to the effect that for
purposes of the SCANA Corporation Executive Benefit Plan Trust and affected
plans, a Potential Change in Control has occurred.
(s) "Qualifying Termination" means any of the events described in
Section 4.2 herein, the occurrence of which triggers the payment of SKESBP
Benefits hereunder.
(t) "Retirement" means the retirement of a Participant at the "normal
retirement age," as defined in the SCANA Corporation Retirement Plan, as in
effect on July 1, 2000, and as may be further amended and in effect from time to
time, or in accordance with any retirement arrangement established with the
Participant's consent with respect to the Participant.
(u) "SKESBP Benefit" means the benefits as provided in Section 4.3
herein.
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(v) "Total and Permanent Disability" means a physical or mental
condition which:
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(i) Renders a Participant unable to discharge his/her normal
work responsibility with the Company and which, in the opinion of a licensed
physician selected by the Participant, based upon significant medical evidence,
can be reasonably expected to continue for a period of at least one (1) year; or
(ii) Causes a Participant to be absent from the full-time
performance of his/her duties with the Company for six (6) consecutive months
and, within thirty (30) days after the Company delivers to the Participant
written notice of termination, the Participant does not return to the full-time
performance of his/her duties.
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 who is a Participant for purposes of the
SCANA Corporation Key Executive Severance Benefits Plan shall be a Participant
automatically for purposes of this Plan.
3.2 Termination of Participation. A Participant in this Plan under Section 3.1
shall remain covered hereunder until the earliest of (i) the date the
Participant is notified, in a writing signed by the Corporation's Chief
Executive Officer, that the Participant is no longer covered by the provisions
of this Plan or the SCANA Corporation Key Executive Severance Benefits Plan;
(ii) the date upon which the Participant's employment terminates for any reason,
provided, however, the Participant shall be remain covered under the Plan after
termination of employment so long as any benefits are payable from this Plan; or
(iii) the date of termination of the Plan, provided, however, the Plan shall
remain in effect with respect to the Participant so long as any benefits are
payable to the Participant from this Plan.
SECTION 4. BENEFITS
4.1 Right to SKESBP Benefits. A Participant shall be entitled to receive from
the Corporation SKESBP Benefits as described in Section 4 herein, if there has
been a Change in Control and if, within twenty-four (24) calendar months
thereafter, the Participant's employment with the Company shall end for any
reason specified in Section 4.2 herein as being a Qualifying Termination. The
amount of all SKESBP Benefits described in Section 4 herein shall be calculated
by the Committee in its sole discretion.
4.2 Qualifying Termination. Subject to the terms of this Plan, the occurrence of
any one (1) of the following events within twenty-four (24) calendar months
after a Change in Control shall trigger the payment of SKESBP Benefits under
this Plan:
(a) An involuntary termination of a Participant's employment with
the Company without Just Cause; or
(b) A voluntary termination of a Participant's employment with the
Company for Good Reason.
A termination of a Participant's employment with the Company by reason
of death, Total and Permanent Disability, Retirement, a voluntary termination by
the Participant without Good Reason, or an involuntary termination by the
Company for Just Cause shall not entitle a Participant to receive SKESBP
Benefits hereunder.
In the event a successor company fails or refuses to assume the
Company's obligations under this Plan on or before the effective date of a
Change in Control, as required by Section 6.4 herein, or in the event the
Company or a successor company breaches any provision of this Plan, each
Participant shall be paid the SKESBP Benefits described herein, as if a
qualifying employment termination had occurred on the effective date of the
Change in Control.
Notwithstanding the above, a Participant shall not be considered to
have terminated his/her employment solely by reason of his/her transfer to a
corporation whose stock was acquired from the Company in a transaction intended
to qualify for tax-free treatment under Section 355 of the Code.
4.3 Description of SKESBP Benefits. If a Participant becomes entitled to receive
SKESBP Benefits, the Corporation shall pay to, and provide, such Participant
with the following benefits, subject to the tax "gross-up" payment described in
Section 4.11 and Section 4.12 and the reduction for benefits described in
Section 4.3(f):
(a) An amount intended to approximate three (3) times the sum of:
(i) the Participant's annual Base Salary in effect as of the Change in Control,
and (ii) the Participant's full targeted annual incentive opportunity in effect
as of the Change in Control;
(b) An amount equal to the Participant's full targeted annual incentive
opportunity in effect under each existing annual incentive plan or program for
the year in which the Change in Control occurs;
(c) An amount equal to the present value of the Participant's accrued
benefit, if any, under the SCANA Corporation Supplemental Executive Retirement
Plan (the Participant's SERP cash balance account), determined prior to any
offset for amounts payable under the SCANA Corporation Retirement Plan, and
calculated as of the date of the Change in Control, increased by the amount
under (i) and reduced by the amount under (ii):
(i) an amount equal to the present value of the additional
projected pay credits and periodic interest credits to which the Participant
would otherwise become entitled under the terms of the SCANA Corporation
Retirement Plan (disregarding any Code limitations affecting the amount of
benefits that may be provided under such plan) assuming that (A) the Participant
remained employed through the date the Participant would have attained age 65,
(B) the rate of interest used in determining the periodic interest credits shall
remain unchanged from the rate in effect immediately prior to the Change in
Control to the date the Participant would have attained age 65, and (C) the
relevant salary increase and Social Security wage base assumptions set forth in
the SCANA Corporation Retirement Plan shall apply from the date of the Change in
Control to the date the Participant would have attained age 65.
(ii) an amount equal to the Participant's cash balance account
under the SCANA Corporation Retirement Plan as of the date of the Change in
Control.
For purposes of calculating the foregoing amounts, "present value"
shall be determined using the same methods and assumptions in effect under the
SCANA Corporation Retirement Plan, immediately prior to the Change in Control.
(d) An amount equal to the value of the amounts credited on the
Participant's behalf under the SCANA Corporation Executive Deferred Compensation
Plan as of the date of the Change in Control, plus interest on such amounts at a
rate equal to the sum of the prime interest rate as published in the Wall Street
Journal on the most recent publication date that precedes the date of the Change
in Control plus three percent (3%), with the total benefit amount calculated
through the end of the month prior to the month such amounts are distributed to
the Participant.
(e) An amount equal to the total cost of coverage for medical coverage,
long-term disability coverage, and LifePlus or other life insurance coverage, so
as to provide substantially the same level of coverage and benefits enjoyed as
if the Participant continued to be an employee of the Company for three (3) full
years after the effective date of the Change in Control; and
(f) Notwithstanding the above, the amount payable to each Participant
under this Plan shall be reduced (but not below zero) by all amounts received by
such Participant, if any, under the SCANA Corporation Key Executive Severance
Benefits Plan.
4.4 Termination for Total and Permanent Disability. Following a Change in
Control of the Corporation, if a Participant's employment is terminated due to
Total and Permanent Disability, the Participant shall receive his Base Salary,
through the Effective Date of Termination, at which point in time the
Participant's benefits shall be determined in accordance with the Company's
retirement, insurance, and other applicable plans and programs of the Company
then in effect.
4.5 Termination for Retirement or Death. Following a Change in Control of the
Corporation, if a Participant's employment is terminated by reason of his
Retirement or death, the Participant's benefits shall be determined in
accordance with the Company's retirement, survivor's benefits, insurance, and
other applicable plans and programs of the Company then in effect.
4.6 Termination for Cause or by Participant Other Than for Good Reason.
Following a Change in Control of the Company, if a Participant's employment is
terminated either (i) by the Company for Just Cause; or (ii) by the Participant
other than for Good Reason, the Company shall pay the Participant his/her full
Base Salary and accrued vacation through the Effective Date of Termination, at
the rate then in effect, plus all other amounts to which the Participant is
entitled under any compensation plan of the Company, at the time such payments
are due, and the Company shall have no further obligations to the Participant
under this Plan.
4.7 Notice of Termination. Any Qualifying Termination shall be communicated by
Notice of Termination from the party initiating the termination to the other
party. For purposes of this Plan, a "Notice of Termination" shall mean a written
notice which shall indicate the specific termination provision in this Plan
relied upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Participant's employment under
the provision so indicated, so as to entitle the Participant to benefits.
4.8 Participant's Obligations. Subject to the terms and conditions of this Plan,
in the event of a Potential Change in Control of the Company, each Participant
is required to remain with the Company until the earliest of (i) a date which is
six (6) months after the occurrence of such Potential Change in Control of the
Company; or (ii) a termination by a Participant of the Participant's employment
by reason of Total and Permanent Disability or Retirement; or (iii) the
occurrence of a Change in Control of the Company.
4.9 Termination for Just Cause. Nothing in this Plan shall be construed to
prevent the Company from terminating a Participant's employment for Just Cause.
In such case, no SKESBP Benefits shall be payable to the Participant under this
Plan.
4.10 Gross-Up Payment. In addition to the benefits described in Section 4.3
payable to each Participant or his Beneficiary (referred to as each
Participant's "SKESBP Benefit"), the Corporation shall pay to the Participant 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 the SKESBP Benefit,
the Participant's benefit under the Performance Share Award portion of the SCANA
Corporation Long-Term Equity Compensation Plan (or any predecessor plan thereto)
payable in connection with the Change in Control (the "Performance Share
Benefit"), and the Gross-Up Payment (the "Excise Tax") and any federal, state,
and local income tax and Excise Tax upon the Participant's SKESBP Benefit, the
Performance Share Benefit, and the Gross-Up Payment provided for by this Section
4.10 shall be equal to the sum of (i) the value of the SKESBP Benefit otherwise
payable hereunder and (ii) the value of the Performance Share Benefits paid to
the Participant under the Long-Term Equity Compensation Plan (or any predecessor
plan thereto) on account of the change in control provisions of that plan (or
its predecessor).
4.11 Tax Computation. For purposes of determining the amount of the Gross-Up
Payment referred to in Section 4.10, whether any of a Participant's SKESBP
Benefit or Performance Share Benefit (as defined in Section 4.10) 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 in its sole discretion.
4.12 Form and Timing of SKESBP Benefits. A Participant's SKESBP Benefits
described in Section 4.3, together with the Gross-Up Payment described in
Section 4.10 and Section 4.11 shall be paid in the form of a single lump sum
cash payment as soon as practicable following the Effective Date of Termination,
but in no event beyond thirty (30) days from such date.
4.13 No Subsequent Recalculation of Plan Liability. The Gross-Up Payments
described in Sections 4.10 and 4.11 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 any
"rabbi trust" established by the Corporation for such purposes. 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.
4.14 Benefits Under Other Plans. Subject to the terms of a Participant's
Agreement, any other amounts due the Participant or his Beneficiary under the
terms of any other Company plans or programs are in addition to the payments
under this Plan.
SECTION 5. BENEFICIARY DESIGNATION
5.1 Designation of Beneficiary.
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(a) A beneficiary who is a Beneficiary for purposes of the SCANA
Corporation Key Executive Severance Benefits Plan shall be a Beneficiary
automatically for purposes of this Plan.
(b) The Secretary of SCANA Corporation (or his authorized
designee) shall, upon receipt of a Participant's Beneficiary designation:
(i) ascertain that the designation has been signed,
and if it has not been, return it to the Participant for his signature; and
(ii) if signed, stamp the designation "Received,"
indicate the date of receipt, and initial the designation in the proximity of
the stamp.
5.2 Death of Beneficiary.
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(a) In the event that of the Beneficiaries named in Section 5.1
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 under Section 5.1, 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.
5.3 Ineffective Designation.
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(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 6. GENERAL PROVISIONS
6.1 Contractual Obligation. It is intended that the Corporation is under a
contractual obligation to make payments of a Participant's SKESBP Benefits when
due. Payment of SKESBP Benefits 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.
6.2 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.
6.3 "Rabbi" Trust SCANA CORPORATION
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By:_s/W. B. Timmerman_________
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Title: Chairman, President and
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Chief Executive Officer
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ATTEST:
s/Lynn M. Williams
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Secretary