Exhibit 10.09
SCANA CORPORATION
DIRECTOR COMPENSATION AND DEFERRAL PLAN
January 1, 2001
i
SCANA CORPORATION
DIRECTOR COMPENSATION AND DEFERRAL PLAN
TABLE OF CONTENTS
Page
SECTION 1. ESTABLISHMENT AND PURPOSE..................................1
1.1 ESTABLISHMENT OF THE PLAN.....................................1
1.2 PURPOSE OF THE PLAN...........................................1
SECTION 2. DEFINITIONS................................................2
2.1 DEFINITIONS...................................................2
2.2 GENDER AND NUMBER.............................................4
SECTION 3. ELIGIBILITY AND PARTICIPATION..............................5
3.1 ELIGIBILITY...................................................5
3.2 ELECTION OF COMPENSATION PAYMENT..............................5
3.3 PAYMENT OF COMPANY STOCK......................................5
3.4 STOCK.........................................................6
3.5 ISSUANCE OF COMPANY STOCK.....................................6
3.6 EFFECT OF STOCK DIVIDENDS AND OTHER CHANGES IN CAPITAL
STRUCTURE...................................................6
3.7 LIMITATION ON OWNERSHIP.......................................6
SECTION 4. ELECTION TO DEFER..........................................8
4.1 DEFERRAL ELECTION.............................................8
4.2 DEFERRAL PERIOD...............................................8
4.3 ELECTION TO DEFER A PREVIOUSLY DEFERRED AMOUNT................9
SECTION 5. CREDITING AND INVESTMENT OF DEFERRALS.....................10
5.1 DCD LEDGER...................................................10
5.2 ADJUSTMENT OF AMOUNTS CREDITED TO GROWTH INCREMENT LEDGER....10
5.3 ADJUSTMENT OF AMOUNTS CREDITED TO COMPANY STOCK LEDGER.......10
5.4 DEEMED INVESTMENTS NOT ACTUAL INVESTMENTS....................10
5.5 CHARGES AGAINST DCD LEDGER...................................11
SECTION 6. PAYMENT OF DEFERRED AMOUNTS...............................12
6.1 PAYMENT OF DEFERRED AMOUNTS..................................12
6.2 MANNER OF PAYMENT............................................12
6.3 FORM OF PAYMENT..............................................12
6.4 ACCELERATION OF PAYMENTS.....................................13
6.5 FINANCIAL EMERGENCY..........................................13
SECTION 7. BENEFICIARY DESIGNATION...................................14
7.1 DESIGNATION OF BENEFICIARY...................................14
7.2 DEATH OF BENEFICIARY.........................................14
7.3 INEFFECTIVE DESIGNATION......................................14
SECTION 8. CHANGE IN CONTROL PROVISIONS..............................16
8.1 ACCELERATED DISTRIBUTIONS UPON CHANGE IN CONTROL.............16
8.2 TAX COMPUTATION..............................................16
8.3 NO SUBSEQUENT RECALCULATION OF TAX LIABILITY.................16
8.4 SUCCESSORS...................................................17
8.5 AMENDMENT AND TERMINATION AFTER CHANGE IN CONTROL............17
SECTION 9. GENERAL PROVISIONS........................................18
9.1 CONTRACTUAL OBLIGATION.......................................18
9.2 UNSECURED INTEREST...........................................18
9.3 "RABBI" TRUST................................................18
9.4 NONALIENATION OF BENEFITS....................................18
9.5 SEVERABILITY.................................................19
9.6 NO INDIVIDUAL LIABILITY......................................19
9.7 APPLICABLE LAW...............................................19
SECTION 10. PLAN ADMINISTRATION, AMENDMENT AND TERMINATION...........20
10.1 IN GENERAL...................................................20
10.2 CLAIMS PROCEDURE.............................................20
10.3 FINALITY OF DETERMINATION....................................20
10.4 DELEGATION OF AUTHORITY......................................20
10.5 EXPENSES.....................................................20
10.6 TAX WITHHOLDING..............................................20
10.7 INCOMPETENCY.................................................20
10.8 ACTION BY COMPANY............................................21
10.9 NOTICE OF ADDRESS............................................21
10.10 AMENDMENT AND TERMINATION....................................21
SECTION 11. EXECUTION................................................22
SCANA CORPORATION
DIRECTOR COMPENSATION AND DEFERRAL PLAN
SECTION 1. ESTABLISHMENT AND PURPOSE
1.1 Establishment of the Plan. SCANA Corporation (the "Company")
established the SCANA Corporation Nonemployee Director Stock Plan,
effective as of January 1, 1997. Effective as of January 1, 2001, the
plan is renamed the "SCANA Corporation Director Compensation and
Deferral Plan" (hereinafter called the "Plan") and amended and restated
to include a deferred compensation component.
1.2 Purpose of the Plan. The purpose of the Plan is to promote the
achievement of long-term objectives of the Company by linking the
personal interests of Nonemployee Directors, as defined in Section 2(r)
herein, to those of the Company's shareholders and to attract and
retain Nonemployee Directors of outstanding competence by mandating
that sixty percent (60%) (plus a round-up amount in lieu of any
fractional share) of the Retainer Fee of each Participant as defined in
Section 2(u) herein, be paid in Company Stock, unless such amount is
voluntarily deferred to a future date in accordance with the Plan's
terms. The Plan is intended to conform to the provisions of Rule 16b-3
of the Securities Exchange Act of 1934, as amended, or any replacement
rule in effect from time to time ("Rule 16b-3"). The Plan also provides
a means by which Nonemployee Directors may defer certain additional
amounts to some future period.
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) "Act" means the Securities Exchange Act of 1934, as amended.
(b) "Beneficial Owner" shall have the meaning ascribed to such term in
Rule 13d-3 of the General Rules and Regulations under the Exchange Act.
(c) "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.
(d) "Board of Directors" means the board of directors of the Company.
(e) "Change in Control" means a change in control of the Company 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 Company 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 Company;
(ii) During any period of two (2) consecutive years (not
including any period prior to the execution of this Plan)
there shall cease to be a majority of the Board of Directors
comprised as follows: individuals who at the beginning of such
period constitute the Board of Directors and any new
director(s) whose election by the Board of Directors or
nomination for election by the Company'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
Company's voting shares of capital stock; or
(iv) The shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, other
than a merger or consolidation which would result in the
voting shares of capital stock of the Company 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 Company or such surviving
entity outstanding immediately after such merger or
consolidation; or the shareholders of the Company approve a
plan of complete liquidation of the Company or an agreement
for the sale or disposition by the Company of all or
substantially all of the Company's assets.
(f) "Code" means the Internal Revenue Code of 1986, as amended.
(g) "Company" means SCANA Corporation, a South Carolina corporation, or
any successor thereto.
(h) "Company Stock" means the no par value common stock of the Company.
In the event of a change in the capital structure of the Company (as
provided in Section 3.6), the shares resulting from such a change shall
be deemed to be Company Stock within the meaning of the Plan.
(i) "Company Stock Ledger" means an appropriate bookkeeping record
established in the DCD Ledger for which amounts credited are converted
into hypothetical credited shares of Company Stock.
(j) "Compensation" means Retainer Fees, meeting attendance fees and
conference fees payable to such a Participant during a Service Period
by the Company.
(k) "Director" means an individual who is a member of the Board of
Directors.
(l) "DCD Ledger" means an appropriate bookkeeping record which shall be
established for each Participant which shall reflect: (1) the amounts
deferred on behalf of each Participant; and (2) the crediting of deemed
investments (and hypothetical earnings on those deemed investments)
with respect to amounts deferred on behalf of each Participant.
(m) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(n) "Fair Market Value" of Company Stock shall mean:
(i) if the Company Stock is original issue stock, the average
of the high and low sale prices of a share of the Company Stock
reported on the New York Stock Exchange Composite Tape as published in
The Wall Street Journal for the trading date immediately preceding the
date Company Stock is awarded to a Participant;
(ii) if the Company Stock is purchased on the open market, the
cost incurred by the Company to purchase such Company Stock;
(iii) in the case of any distribution, the closing price for
shares of Company Stock on the New York Stock Exchange on the date of
distribution; and
(iv) in the case of any other transaction hereunder designed
to track the investment or reinvestment of Company Stock, the closing
price for shares of Company Stock on the New York Stock Exchange on the
measuring date.
(o) "Growth Increment" means the amount of interest credited to amounts
credited to a Participant's Growth Increment Ledger.
(p) "Growth Increment Ledger" means an appropriate bookkeeping record
established in the DCD Ledger for which amounts are credited with
Growth Increments.
(q) "Investor Plan" means the SCANA Investor Plus Plan.
(r) "Nonemployee Director" means a Director who is not currently
employed by the Company or any subsidiary of the Company (without
regard to whether such individual was previously employed by the
Company).
(s) "Participant" means a Nonemployee Director satisfying the
eligibility requirements of Section 3.
(t) "Plan" means the SCANA Corporation Director Compensation and
Deferral Plan.
(u) "Retainer Fees" means the amount of compensation payable to each
Participant with respect to services rendered to the Company as a
Director for the Service Period. Such term does not include fees for
attending meetings of the Board of Directors or committees of the Board
of Directors and also does not include conference fees.
(v) "Rule 16b-3" means Rule 16b-3 of the Act, as amended, or any
replacement rule in effect from time to time.
(w) "Service Period" means a calendar year.
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. All Nonemployee Directors shall automatically be eligible
to participate in this Plan.
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3.2 Election of Compensation Payment.
(a) Unless otherwise deferred in accordance with Section 4, sixty
percent (60%) of each Participant's Retainer Fee amounts shall be paid
to the Participant as soon as practicable after the beginning of each
calendar quarter (as determined by the Board of Directors (or its
delegate)) and such payment shall be made entirely in shares of Company
Stock.
(b) Unless otherwise deferred in accordance with Section 4, the
remaining forty percent (40%) of each Participant's Retainer Fee as
well as one hundred percent (100%) of each Participant's meeting
attendance and conference fees shall be paid to the Participant at such
times determined by the Board of Directors or its delegate. Within a
reasonable period of time before any amounts are paid under this
Section 3.2(b), each Participant shall elect (in accordance with
procedures established by the Board of Directors or its delegate)
whether to receive the amounts otherwise payable under this Section
3.2(b) all in cash or all in shares of Company Stock.
(c) With respect to all payments in Company Stock under this Section
3.2, and subject to Section 3.3, each Participant shall be entitled to
a number of shares of Company Stock equal to the smallest number of
whole shares of Company Stock which, when multiplied by Fair Market
Value would equal no less than the equivalent amount of Compensation
otherwise payable to the Participant. Any remaining amounts owed shall
be paid in cash.
3.3 Payment of Company Stock. In connection with amounts to be paid during
a Service Period under Section 3.2 which are paid in the form of
Company Stock, each Participant may elect to have the shares of Company
Stock to be issued to him pursuant to the Plan during the Service
Period registered in his name. In such case, all shares of Company
Stock to be paid shall be issued as promptly as practicable after the
amounts are otherwise payable. If a Participant does not make such an
election, all shares issued pursuant to the Plan during the Service
Period will be deposited into an account in his name in the Investor
Plan. If the Participant is elected to be a Nonemployee Director during
the Service Period, the election to have the shares registered in his
name may be made at any time between his election and the next
regularly scheduled Board of Directors' meeting. All cash dividends
paid on shares deposited in the Investor Plan will be reinvested in
additional shares of Company Stock unless the Participant notifies the
Investor Plan in accordance with the terms thereof that he does not
want to reinvest such dividends. During the last quarter of each
calendar year in which there is a change in the prospectus for the
Investor Plan, all Participants who have not been provided previously
with a copy of such changed prospectus shall be provided with a copy of
the then-current prospectus. In addition, each newly-elected
Participant who is not a participant in the Investor Plan shall be
given an Investor Plan prospectus shortly after his election.
3.4 Stock. Company Stock issued pursuant to the Plan may be either original
issue or stock purchased on the open market. The Company has reserved
an aggregate of 100,000 shares of original issue Company Stock for
issuance pursuant to the Plan and has registered 100,000 shares with
the Securities and Exchange Commission on a Form S-8. The maximum
number of shares that may be issued pursuant to this Plan is 100,000
shares subject to adjustment as provided in Section 3.6. In the event
of a change in the capital structure of the Company (as provided in
Section 3.6), the shares resulting from such change shall be deemed to
be Company Stock within the meaning of the Plan. The aggregate number
of shares of Company Stock reserved shall be reduced by the issuance of
shares under the Plan.
3.5 Issuance of Company Stock. Notwithstanding anything in this Plan to
the contrary:
(a) The Company shall not be required to issue or deliver any
certificate for shares of Company Stock to a Participant before (i)
such shares have been admitted to listing on the New York Stock
Exchange, (ii) the Company has received any required registration or
other qualification of such shares under any state or federal law or
regulation that the Company's counsel shall determine is necessary or
advisable and (iii) the Company is satisfied that all applicable legal
requirements have been complied with. The Company may place on a
certificate representing Company Stock any legend deemed necessary by
the Company's counsel to comply with federal or state securities laws.
Until the Participant has been issued a certificate for the shares of
Company Stock acquired, the Participant shall possess no shareholder
rights with respect to the shares.
(b) If at any time there may not be sufficient shares available under
the Plan to permit the awards of Company Stock, the awards shall be
reduce pro rata (to zero, if necessary) so as not to exceed the number
of shares then available for issuance under the Plan.
3.6 Effect of Stock Dividends and Other Changes in Capital Structure.
Appropriate adjustments shall be made automatically to the number and
kind of shares to be issued under the Plan, as well as to any deferred
amounts credited to a Participant's Company Stock Ledger and any other
relevant provisions of the Plan, if there are any changes in the
Company Stock by reason of a stock dividend, stock split, combination
of shares, spin-off, reclassification, recapitalization, merger,
consolidation or other change in the Company's capital stock
(including, but not limited to, the creation or issuance to
shareholders generally of rights, options, or warrants for the purchase
of common stock or preferred stock of the Company). If the adjustment
would produce fractional shares, the fractional shares shall be
eliminated by rounding to the nearest whole share. Any adjustments
shall be made in a manner consistent with Rule 16b-3. Any such
adjustments shall neither enhance nor diminish the rights of a
Participant and the Company shall pay all costs of administering the
Plan, including all commissions with respect to open market purchases.
3.7 Limitation on Ownership. No single officer or director may acquire
under the Plan more than one percent of the shares of Company Stock
outstanding at the time the Plan is adopted. In addition, together with
all plans of SCANA Corporation (not otherwise exempt from shareholder
approval under Rule 312.03 of the New York Stock Exchange) this Plan
shall not authorize the issuance of more than five percent of Company
Stock outstanding at the time the Plan is adopted.
SECTION 4. ELECTION TO DEFER
4.1 Deferral Election. Subject to the conditions set forth in this
Plan, and such procedures established by the Board of Directors,
a Participant may elect to defer amounts of Compensation as follows:
(a) At least 10 days before the beginning of each Service Period,
a Participant irrevocably may elect, by written notice to the
Company's Secretary (or his designee), to defer a portion of
his Compensation for such Service Period. In the case of a
Participant elected to the Board of Directors during the
Service Period, the Participant may elect, within 30 days of
his election to the Board of Directors, to defer a portion of
his Compensation payable subsequent to his election. Such
election shall specify either that:
(i) the Participant elects to defer one hundred percent
(100%) of his Compensation and designates that all
such deferrals shall be credited to the Company Stock
Ledger on his behalf; or
(ii) the Participant elects to defer up to forty percent
(40%) of his Retainer Fee and up to one hundred
percent (100%) of his meeting attendance and
conference fees and designates that all such
deferrals shall be credited on his behalf one hundred
percent (100%) to the Growth Increment Ledger or one
hundred percent (100%) to the Company Stock Ledger.
In addition, the Participant may elect to defer the
remaining sixty percent (60%) of his Retainer Fee
provided that such deferral shall be credited on his
behalf one hundred percent (100%) only to the Company
Stock Ledger.
(b) The deferral election specified in (a) above shall be applied
to the Participant's Compensation for each Service Period to
which the deferral election applies.
(c) If a Participant makes a deferral election under Section
4.1(a) whereby amounts are credited to the Company Stock
Ledger on his behalf, such Participant shall also elect, in
conjunction with that deferral election, whether amounts equal
to dividends attributable to shares of Company Stock credited
to his Company Stock Ledger shall be paid directly to him in
cash or deemed reinvested pursuant to Section 5.3.
4.2 Deferral Period. With respect to deferrals made in accordance with
Section 4.1, each Participant must elect a deferral period for each
annual deferral. Subject to the additional deferral provisions of
Section 4.3 and the acceleration provisions of Section 6.4, a
Participant's deferral period may be for a specified number of years or
until a specified date, subject to any limitations that the Board of
Directors (or its delegate) in its discretion may choose to apply.
4.3 Election to Defer a Previously Deferred Amount.
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(a) Subject to the acceleration provisions of Section 6.4, a Participant
may request that the Board of Directors (or its delegate) approve an
additional deferral period of at least twelve (12) months with respect
to any previously deferred amount. Any such request must be made by
written notice to the Board of Directors (or its delegate) at least
twelve (12) months before the expiration of the deferral period for
any previously deferred amount with respect to which an additional
deferral election is requested. Such additional deferral election
request may be made for each separate deferral previously made.
(b) Notwithstanding the additional deferral election requests made by the
Participant pursuant to Subsection 4.3(a) above, neither the deferral
period elected nor the related manner of payment elected shall be
automatically binding upon the Company by the mere fact of the
election requests having been made. The Board of Directors (or its
delegate) shall review each such election submitted and determine
whether or not it is in the best interest of the Company to accept the
elections as submitted. Such Board of Directors (or delegate) review
will be made on a case-by-case basis and all determinations shall be
made by the Board of Directors (or its delegate) in its sole and
complete discretion after consideration of such factors as it deems
relevant, including broad economic and policy implications to the
Company of approving any request. The Board of Directors, or its
delegate, shall notify each Participant in writing within the first
sixty (60) days of the twelve (12) month period noted in Section
4.3(a) above as to whether the deferral period and related manner of
payment elections are accepted by the Board of Directors as submitted,
and if not, the terms upon which such elections would be accepted; in
the latter instance, the Participant shall, no later than on the
seventy-fifth (75th) day of the twelve (12) month period noted in
Section 4.3(a), inform the Board of Directors (or its delegate) in
writing of his acceptance or rejection of the terms proffered by the
Board of Directors (or its delegate). All determinations made by the
Board of Directors or its delegate shall be final and binding on all
parties.
SECTION 5. CREDITING AND INVESTMENT OF DEFERRALS
5.1 DCD Ledger. The Board of Directors shall establish for each Participant
a DCD Ledger which shall reflect the amounts deferred on behalf of each
Participant. In the sole discretion of the Board of Directors, one or
more appropriate bookkeeping records shall be established in the DCD
Ledger to reflect the deemed investments (and hypothetical earnings)
made by each Participant in accordance with this Section 5 which shall
include, but not be limited to, the Company Stock Ledger and the Growth
Increment Ledger.
5.2 Adjustment of Amounts Credited to Growth Increment Ledger. All
deferrals credited to each Participant's Growth Increment Ledger will
be credited with Growth Increments based on the prime interest rate
charged from time to time by the Wachovia Bank, N.A. The Board of
Directors will have the authority to change the interest rate that may
be applied to the Growth Increment Ledger. The Participant's Growth
Increment Ledger shall be credited on the first day of each calendar
quarter, with a Growth Increment computed on the average balance in the
Participant's Growth Increment Ledger during the preceding calendar
quarter. The Growth Increment shall be equal to the amount in said
Growth Increment Ledger multiplied by the average interest rate
selected by the Board of Directors during the preceding calendar
quarter times a fraction the numerator of which is the number of days
during such quarter and the denominator of which is 365. Growth
Increments will continue to be credited until all of a Participant's
benefits have been paid out of the Plan.
5.3 Adjustment of Amounts Credited to Company Stock Ledger. All deferrals
credited to each Participant's Company Stock Ledger will be converted
into hypothetical credited shares of Company Stock based on the Fair
Market Value of the Company Stock on the date the deferrals would
otherwise have been paid to the Participant. The value of each
Participant's Company Stock Ledger shall be adjusted from time to time
to reflect increases and decreases in shares of Company Stock as well
as any stock or cash dividends, stock splits, or other changes in the
capital structure of the Company (as provided in Section 3.6), that may
from time to time be declared. Unless a Participant has elected
pursuant to Section 4.1(c) that amounts equivalent to dividends on
Company Stock be paid to the Participant, all dividends attributable to
hypothetical shares of Company Stock credited to each Participant's
Company Stock Ledger shall be converted to additional credited shares
of Company Stock as though reinvested as of the next business day after
the dividend is paid. If a Participant has elected pursuant to Section
4.1(c) that deemed dividends be paid to the Participant in cash, such
amount shall be paid to the Participant as soon as practicable after
the deemed dividend is credited to the Participant's Company Stock
Ledger.
5.4 Deemed Investments Not Actual Investments. Nothing in this Plan shall
be construed to require the investment of any deferrals in shares of
Company Stock or any other investment or give a Participant any rights
whatsoever with respect to any shares of Company Stock or with respect
to any other investment.
5.5 Charges Against DCD Ledger. There shall be charged against each
Participant's DCD Ledger 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. The aggregate amounts payable under
Section 6.2 as charges against the Participant's amount credited in the
DCD Ledger shall be paid commencing with the conclusion of the deferral
period selected by the Participant pursuant to Section 4.2 or Section
4.3 hereof. The payments shall be made in the manner selected by the
Participant under Section 6.2 of this Plan.
6.2 Manner of Payment. At the same time as the election made pursuant to
Section 4.1, and subject to the acceleration provisions of Section 6.4,
each Participant must also irrevocably elect the manner in which his
deferred amounts will be paid. A Participant may elect to have a
different manner of payment apply to each separate deferral election.
Participants must choose to have payment made in accordance with any of
the following distribution forms:
(i) a single payment, or
(ii) a designated number of installments payable
monthly, quarterly or annually, as elected,
which shall be paid or commence to be paid as soon as practicable after
the conclusion of the deferral period elected pursuant to Section 4.2
or Section 4.3. Unless otherwise specifically elected, payments of all
deferred amounts will be made in a single payment made as soon as
practicable after the conclusion of the deferral period elected
pursuant to Section 4.2 or Section 4.3.
6.3 Form of Payment. Amounts credited to a Participant's Growth
Increment Ledger and Company Stock Ledger shall be paid as
follows:
(a) Amounts credited to the Participant's Growth Increment Ledger
shall be paid in cash. If a Participant's benefit hereunder is to
be paid in installments, the amount of each payment shall be
equal to the amount credited to the Participant's Growth
Increment Ledger at the time of payment multiplied by a fraction,
the numerator of which is one and the denominator of which is the
number of installment payments remaining.
(b) Amounts credited to the Participant's Company Stock Ledger shall
be paid in shares of Company Stock with any amount representing a
partial share of Company Stock paid in cash. A payment of an
amount credited to the Participant's Company Stock Ledger shall
be converted into actual shares of Company Stock as soon as
practicable prior to each payment being made to the Participant.
If a Participant's benefit hereunder is to be paid in
installments, the amount of each payment shall be equal to the
number of shares of Company Stock then credited to the
Participant's Company Stock Ledger multiplied by a fraction, the
numerator of which is one and the denominator of which is the
number of installment payments remaining. Any amounts
attributable to a partial share of Company Stock as of any
installment payment date shall be paid in cash with each
installment.
6.4 Acceleration of Payments. Notwithstanding the election made pursuant
to Section 4.2 or Section 4.3:
(a) payments shall be paid or begin to be paid as soon as
practicable following the Participant's departure from the
Board of Directors by reason of death, resignation, or
otherwise;
(b) if a Participant dies prior to the payment of all or a portion
of the amounts credited to his DCD Ledger, the balance of any
amount payable shall be paid in a cash lump sum to the
Beneficiaries designated under Section 7 hereof;
(c) if a Participant ceases to be a Nonemployee Director but
thereafter becomes an employee of the Company (or any of its
subsidiaries or affiliates), all amounts otherwise deferred
under this Plan shall be paid as soon as practicable after
such individual becomes an employee of the Company (or any of
its subsidiaries or affiliates) in a single sum payment;
(d) if a Participant's DCD Ledger balance is less than $5,000 at
the time for payment specified, such amount shall be
paid in a single sum payment; and
(e) if applicable, the provisions of Section 8 shall apply.
6.5 Financial Emergency. The Board of Directors (or its delegate), at its
sole discretion, may alter the timing or manner of payment of deferred
amounts if the Participant establishes, to the satisfaction of the
Board of Directors (or its delegate), an unanticipated and severe
financial hardship that is caused by an event beyond the Participant's
control. In such event, the Board of Directors (or its delegate) may:
(a) provide that all, or a portion of, the amount previously
deferred by the Participant immediately shall be paid in a
lump sum cash payment,
(b) provide that all, or a portion of, the installments payable
over a period of time immediately shall be paid in a lump sum
cash payment, or
(c) provide for such other installment payment schedules as it
deems appropriate under the circumstances,
as long as the amount distributed shall not be in excess of that amount
which is necessary for the Participant to satisfy the financial
emergency. Severe financial hardship will be deemed to have occurred in
the event of the Participant's or a dependent's sudden, lengthy and
serious illness as to which considerable medical expenses are not
covered by insurance or relative to which there results a significant
loss of family income, or other unanticipated events of similar
magnitude. The Board of Directors' decision (or that of its delegate)
in passing on the severe financial hardship of the Participant and the
manner in which, if at all, the payment of deferred amounts shall be
altered or modified shall be final, conclusive, and not subject to
appeal.
SECTION 7. BENEFICIARY DESIGNATION
7.1 Designation of Beneficiary.
(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 Company during the
lifetime of the Participant. The Participant also may change his
Beneficiary or Beneficiaries by a signed, written instrument delivered
to the Company. The payment of amounts shall be in accordance with the
last unrevoked written designation of Beneficiary that has been signed
and delivered to the Company. All Beneficiary designations shall be
addressed to the Company's Secretary 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 Company's Secretary (or his authorized designee) shall,
upon receipt of the Beneficiary designation:
(1) ascertain that the designation has been signed,
and if it has not been, return it to the Participant
for his signature;
(2) 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 pursuant to
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
proportion or amount of funds designated or indicated for him
per the designation under Section 7.1, and the 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 the
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, upon the occurrence of a Change
in Control where there has not been a termination of the SCANA
Corporation Key Employee Severance Benefits Plan prior thereto, the
amounts (or remaining amounts) credited to each Participant's DCD
Ledger under this Plan as of the date of such Change in Control
(referred to as each Participant's "DCD Benefit") shall become
immediately due and payable. All DCD 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 DCD Benefit and the
Gross-Up Payment provided for by this Section 8 shall be equal to the
value of the Participant's DCD Benefit. Such payment shall be made by
the Company (or to the extent assets are transferred to the SCANA
Corporation Director Compensation Trust by the trustee of such trust in
accordance with the trust's terms) to the Participant (or his or her
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 Director Compensation Trust. In all events, if the SCANA
Corporation Key Employee 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.
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 DCD
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 Company (whether pursuant to the terms of
this Plan or any other plan, arrangement, or agreement with the
Company, any person whose actions result in a Change in Control of the
Company or any person affiliated with the Company or such person); and
(ii) the amount of any Gross-Up Payment payable with respect to any
Participant (or his or her Beneficiary) by reason of such payment shall
be determined in accordance with a customary "gross-up formula," as
determined by the Management Development and Corporate Performance
Committee of the Board of Directors in 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 or her Beneficiary), the
payment of which is to be made by the Company or the SCANA Corporation
Director Compensation 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 or her Beneficiary)
ultimately determined as owed.
8.4 Successors. Notwithstanding anything in this Plan to the contrary, upon
the occurrence of a Change in Control, and only if the SCANA
Corporation Key Employee 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, based on amounts credited to each Participant's DCD Ledger as of
the date of such Change in Control plus accumulated Growth Increments
attributable thereto (adjusted to reflect any change from the most
recent Growth Increment calculation to the end of the month prior to
the month such amounts are distributed to each Participant). In such
case, 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' DCD Ledger, including accumulated Growth
Increments attributable thereto (adjusted to reflect any change since
the most recent Growth Increment 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) 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 Company 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 of Directors resolution adopted
by a vote of two-thirds (2/3) of the Board of Directors members then
serving on the Board of Directors.
SECTION 9. GENERAL PROVISIONS
9.1 Contractual Obligation. It is intended that the Company is under a
contractual obligation to make payments from a Participant's DCD Ledger
when due. Payment of amounts credited to a Participant's DCD Ledger
shall be made out of the general funds of the Company as determined by
the Board of Directors without any restriction of the assets of the
Company 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 Company. 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 Company.
9.3 "Rabbi" Trust. In connection with this Plan, the Board of Directors
shall establish a grantor trust (known as the "SCANA Corporation
Director Compensation Trust") for the purpose of accumulating funds to
satisfy the obligations incurred by the Company under this Plan (and
such other plans and arrangements as determined from time to time by
the Company). At any time prior to a Change in Control, as that term is
defined in such Trust, the Company may transfer assets to the Trust to
satisfy all or part of the obligations incurred by the Company under
this Plan, as determined in the sole discretion of the Board of
Directors, subject to the return of such assets to the Company at such
time as determined in accordance with the terms of such Trust. Any
assets of such Trust shall remain at all times subject to the claims of
creditors of the Company in the event of the Company's insolvency; and
no asset or other funding medium used to pay benefits accrued under the
Plan shall result in the Plan being considered as other than "unfunded"
under ERISA. 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 Company.
9.4 Nonalienation of Benefits.
(a) No right or benefit under this Plan shall be subject to
anticipation, alienation, sale, assignment, pledge,
encumbrance, or charge, and any attempt to anticipate,
alienate, sell, assign, pledge, encumber or charge 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 charge any right or benefit hereunder,
then such right or benefit shall, in the discretion of the
Board of Directors, cease, and the Board of Directors shall
direct in such event that the Company 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 Board
of Directors may deem proper.
9.5 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.
9.6 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 Company
or any representative appointed hereunder by the Company, under or by
reason of any of the terms or conditions of the Plan.
9.7 Applicable Law. This Plan shall be governed and construed in accordance
with the laws of the State of South Carolina except to the extent
governed by applicable Federal law. The terms of this Plan are also
subject to all present and future rulings of the Securities and
Exchange Commission with respect to Rule 16b-3. If any provision of the
Plan would cause the Plan to fail to meet the requirements of Rule
16b-3, then that provision of the Plan shall be void and of no effect.
SECTION 10. PLAN ADMINISTRATION, AMENDMENT AND TERMINATION
10.1 In General. This Plan shall be administered by the Board of Directors,
which shall have the sole authority 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 Board of Directors shall not
exercise any discretion with respect to the administration of this
Plan, except as may be permitted by Rule 16b-3. The Board of Directors
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 Board of Directors may adopt such rules as
it deems necessary, desirable or appropriate in administering this Plan
and the Board of Directors may act at a meeting, in a writing without a
meeting, or by having actions otherwise taken by a member of the Board
of Directors pursuant to a delegation of duties from the Board of
Directors.
10.2 Claims Procedure. Any person dissatisfied with the Board of Directors'
determination of a claim for benefits hereunder must file a written
request for reconsideration with the Board of Directors (or its
delegate). This request must include a written explanation setting
forth the specific reasons for such reconsideration. The Board of
Directors 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 Board of Directors with respect to such
explanation. The Board of Directors 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 Board of
Directors shall be conclusive, binding, and final upon all claimants
under this Plan.
10.3 Finality of Determination. The determination of the Board of Directors
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 Board of Directors may, in its discretion,
delegate its duties to a committee of the Board of Directors or 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 Company.
10.6 Tax Withholding. The Company 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 Company 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 Company 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 Company 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 Company. Any payment made under the provisions of this
Section 10.7 shall be a complete discharge of liability therefor under
the Plan.
10.8 Action by Company. Any action required or permitted to be taken
hereunder by the Company or its Board of Directors shall be taken by
the Board of Directors, or by any person or persons authorized by the
Board of Directors.
10.9 Notice of Address. Any payment made to a Participant or to his
Beneficiary at the last known post office address of the distributee on
file with the Company, shall constitute a complete acquittance and
discharge to the Company and any director or officer with respect
thereto, unless the Company shall have received prior written notice of
any change in the condition or status of the distributee. Neither the
Company nor any director or officer shall have any duty or obligation
to search for or ascertain the whereabouts of the Participant or his
Beneficiary.
10.10 Amendment and Termination. The Company expects the Plan to be permanent
but, since future conditions affecting the Company cannot be
anticipated or foreseen, the Company reserves the right to amend,
modify, or terminate the Plan at any time by action of its Board of
Directors (including, but not limited to, as may be necessary to ensure
compliance with Rule 16b-3); provided, however, that any such action
shall not diminish retroactively any amounts which have been credited
to any Participant's DCD Ledger. If the Board of Directors amends the
Plan to cease future deferrals hereunder or terminates the Plan, the
Board of Directors may, in its sole discretion, direct that the value
of each Participant's DCD Ledger 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 of Directors, the Plan
shall continue as a "frozen" plan under which no future deferrals will
be recognized (however, Growth Increments and dividends attributable to
hypothetical shares of Company Stock credited to each Participant's
Company Stock Ledger shall continue to be recognized) 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 Company has caused this SCANA Corporation Director
Compensation and Deferral Plan to be executed by its duly authorized officer
this 5th day of December, 2000, to be effective as of January 1, 2001.
SCANA Corporation
By: s/W. B. Timmerman
Title:CEO, Chairman of the Board
ATTEST:
s/Lynn M. Williams
Secretary
SCANA CORPORATION
DIRECTOR COMPENSATION AND DEFERRAL PLAN
ELECTION TO DEFER EXECUTED
FOR CALENDAR YEAR _____
As a Participant in the SCANA Corporation Director Compensation and
Deferral Plan (the "Plan"), I hereby make the elections set forth below. I
understand and agree that all elections shall be subject to the terms of the
Plan, a copy of which has been provided to me. I understand that elections under
the Plan are voluntary and that the Company is not responsible for advising me
with respect to the tax or financial consequences of my participation in this
Plan. All capitalized terms have the meaning set forth in the Plan document.
A. Deferral Election(s) or Election Not to Defer:
[ ] 1. I do not wish to defer any amounts payable to me as a member
of the Board of Directors during calendar year ________
. (Please complete Sections C and D below.)
[ ] 2. I hereby elect to defer in accordance with this Plan one
hundred percent (100%) of those amounts payable to me as a
member of the Board of Directors during calendar year _____
including Retainer Fees, meeting attendance fees and
conference fees and have those amounts credited to the Company
Stock Ledger on my behalf.
[ ] 3. I hereby elect to defer in accordance with this Plan
those amounts payable to me as a member of the Board of
Directors during calendar year _____ as follows (complete
both a. and b.):
[ ] a. I elect to defer ___ percent (up to forty percent (40%)
of my Retainer Fees as well as ___ percent (up to one
hundred percent (100%)) of my meeting attendance and
conference fees.
[ ] i. I elect that all such deferrals be credited to the
Growth Increment Ledger on my behalf.
[ ] ii. I elect that all such deferrals be credited to the
Company Stock Ledger on my behalf.
[ ] b. As to the remaining sixty percent (60%) of my
Retainer Fees, I elect to defer all such Retainer Fees
and have all such deferrals credited to the Company
Stock Ledger on my behalf.
B. Dividend Reinvestment Election (only complete if elected to have
amounts credited to the Company Stock Ledger under Deferral Election
above):
[ ] a. I hereby elect that all amounts equal to dividends
attributable to amounts credited to the Company Stock
Ledger on my behalf shall be deemed to be reinvested in
shares of Company Stock.
[ ] b. I hereby elect that all amounts equal to dividends
attributable to amounts credited to the Company Stock
Ledger on my behalf shall be paid to me in cash.
C. Compensation Election (only complete if not deferring one hundred
percent (100%) of Compensation under the Deferral Election
above):
With respect to amounts not otherwise deferred under the Plan, I hereby
elect to receive in accordance with this Plan those amounts payable to
me as a member of the Board of Directors during calendar year ______
and payable as Retainer Fees (exclusive of the amounts otherwise
required to be paid to me in shares of Company Stock), meeting
attendance fees and conference fees in the form of:
[ ] a. Company Stock
[ ] b. Cash
D. Investment Election (only complete if elected to receive Company Stock under
Compensation Election above):
[ ] a. I hereby elect that the shares of Company Stock to be
issued to me during calendar year _____ be registered
in my name.
[ ] b. I hereby elect that the shares of Company Stock to
be issued to me during calendar year ______ be deposited
into an account in my name in the SCANA Investor Plus
Plan.
E. Deferral Period(s):
Board of Directors' fees deferred above per this election shall be
deferred (subject to an acceleration of payments under Section 6.4 of
the Plan):
[ ] a. ____ years from the close of the calendar year for
which this election is made so as to be payable in whole
or in part under the Manner of Payment Election
indicated below as soon as practicable after January 1,
-------.
or
[ ] b. until my departure from the Board of Directors
as indicated in Section 4.2 of this Plan by reason of
death, resignation or otherwise or the date I am no
longer a Nonemployee Director.
F. Manner of Payment Election(s):
I understand and agree that, with respect to all deferred amounts,
unless I elect otherwise, the amounts will be paid to me at the time
otherwise specified in the form of a single lump sum payment. The Board
of Directors fees deferred above per this election shall be paid
(subject to an acceleration of payments under Section 6.4 of the Plan):
[ ] a. in a lump sum, or
[ ] b. in installment payments, payable:
-------------
(Number)
[ ] monthly
or
[ ] quarterly
or
[ ] annually.
Name ________________________________
SS # ________________________________
- ----------------------------- ------------------------------------
Secretary, SCANA Corporation Board Member's Signature
- ------------- ------------
Date Date
(Rev. Jan. 2001)
SCANA CORPORATION
DIRECTOR COMPENSATION AND DEFERRAL PLAN
DESIGNATION OF BENEFICIARY
To: Secretary of SCANA Corporation
I hereby designate the following person(s), trust(s) or estate, to be the
recipient(s) of any and all amounts which may become payable or may remain to be
paid upon my death under the SCANA Corporation Director Compensation and
Deferral Plan.
- --------------------------------------------------------------------------------
Beneficiary's Name
and Social Security Beneficiary's Relationship Dollars or
or Employer Address to % Share
Identification No. Participant
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------- ---------------------------------------------------
I hereby designate the following person, trust or estate as Alternate
Beneficiary with respect to the contingency events described in Sections 7.2(a)
and 7.2(b) of this Plan.
- -------------------------------------------------------------------------------
Alternate Beneficiary's
Name and Social Alternate Relationship
Security or Employer Beneficiary's to
Identification No. Address Participant
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Spouse's Consent: (Community Property States Only-- S.C. domiciliaries ignore):
- ----------------
I hereby agree to the Beneficiary(ies) designated above:
- ----------------------------------- ------------------------
Spouse's Signature Date
I hereby revoke any Beneficiary designation previously made by me and reserve
the right to change this designation at any time by filing a new Designation of
Beneficiary form.
Signature of Participant
-------------------------------------------------------
Date Social Security Number
---------------------- ---------------------------
Signature of Corporate Secretary
-----------------------------------------------
Date Received
------------------------------------------------------------------
(Rev. 2001)