Exhibit 10.01
AMENDMENT TO THE
SCANA CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
WHEREAS, SCANA Corporation (the "Company") established the SCANA
Corporation Executive Deferred Compensation Plan (the "Plan"), and
most recently amended and restated the Plan effective January 1, 2001;
and WHEREAS, in accordance with Section 10.9 of the Plan, the Company
reserves the right to amend the Plan; NOW, THEREFORE, IT IS RESOLVED
effective February 20, 2003, unless otherwise provided herein, the
Plan shall be amended as follows (additions bold and underlined,
deletions struck-through):
1. Section 3.2 of the Plan is amended to read as follows:
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. Eligible Employees who are participants in the Qualified
Plan may automatically be deemed to have elected to defer a portion of
their Excess Compensation hereunder in accordance with Section 4.
2. Section 4.1(d) of the Plan is amended to read as follows:
(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.
The Committee may, in its discretion, establish a default procedure
whereby an Eligible Employee shall automatically be deemed to have
elected to defer under this Plan the same percentage of his or her
annual base salary as the deferral percentage in effect for such
Eligible Employee under the Qualified Plan immediately prior to the
Eligible Employee's participation in a given Year under this Plan. Once
a Basic Deferral or Additional Deferral election is made (or deemed to
be made) for a Year, it shall remain in effect for all future Excess
Compensation otherwise payable in all future pay periods during that
Year and any subsequent year until affirmatively changed by the
Participant in accordance with the terms of the Plan and the procedures
implemented hereunder. 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. Pursuant to such procedures, effective February 20, 2003,
deferral elections (or modifications of prior elections) with respect
to short-term incentive awards earned for any Year must be made prior
to the first day of the sixth month before the end of the applicable
performance cycle with respect to which the short-term incentive award
is earned. 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.
3. Section 4.1(e) of the Plan is amended to read as follows:
(e) Deferral Procedures for Bonus Deferrals. Effective for
elections made for three-year award cycles ending prior to February 20,
2003, eElections 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 end of the three-year award cycleYear beginning
immediately after the date the deferral election is made. Effective for
elections made for three-year award cycles ending after February 20,
2003, elections made under Section 4.1(c) must be made no later than
the first day of the sixth month prior to the end 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 end of the three-year award cycle. 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. Section 4.2 of the Plan is amended to read as follows:
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. Effective for deferrals made on or after February 20,
2003, any Participant who has elected to make a deferral under Section
4.1(a) or 4.1(b) for a Plan Year will be credited with an Employer
Matching Deferral for such Plan Year of an amount equal to such
deferral, provided that the total amount of a Participant's Employer
Matching Deferral for any Plan Year shall not exceed an amount equal to
6% of the Participant's Excess Compensation. 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.
RESOLVED FURTHER, that the proper officers of the Company are
authorized and directed to take all such actions, execute all such documents,
and undertake any other actions that are necessary or desirable, in their
discretion, to effectuate the foregoing resolution in connection with the
implementation of the above described actions.