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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission File Number 1-8809
SCANA CORPORATION
(Exact name of registrant as specified in its charter)
SOUTH CAROLINA 57-0784499
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
1426 MAIN STREET, COLUMBIA, SOUTH CAROLINA 29201
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code(803) 748-3000
Securities registered pursuant to 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, without par value New York Stock Exchange
Securities registered pursuant to 12(g) of the Act:
None
(Title of class)
Indicate by check mark whether the registrant: (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes x No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
State the aggregate market value of the voting stock held by
non-affiliates of the registrant. The aggregate market value shall
be computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a
specified date within 60 days prior to the date of filing. (See
definition of affiliate in Rule 405.)
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Note: If a determination as to whether a particular person or
entity is an affiliate cannot be made without involving
unreasonable effort and expense, the aggregate market value of the
common stock held by non-affiliates may be calculated on the basis
of assumptions reasonable under the circumstances, provided that
the assumptions are set forth in this form.
The aggregate market value of the voting stock held by
nonaffiliates of the registrant was $3,083,023,874 at February 28,
1998 based on the closing price of the Common Stock on such date,
as reported by the New York Stock Exchange composite tape in The
Wall Street Journal.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes No
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable
date.
The total number of shares of the registrant's Common Stock,
no par value, outstanding at February 28, 1998 was 107,235,613.
DOCUMENTS INCORPORATED BY REFERENCE.
List hereunder the following documents if incorporated by
reference and the Part of the Form 10-K (e.g., Part I, Part II,
etc.) into which the document is incorporated: (1) any annual
report to security-holders; (2) any proxy or information statement;
and (3) any prospectus filed pursuant to Rule 424(b) or (c) under
the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to
security-holders for fiscal year ended December 24, 1980).
(1) Specified sections of the Registrant's 1998 Proxy
Statement, dated March 17, 1998, in connection with its 1998 Annual
Meeting of Stockholders, are incorporated by reference in Part III
hereof.
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The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its Annual
Report on Form 10-K for the year ended December 31, 1997, as set
forth in the pages attached hereto:
(List all such items, financial statements, exhibits or other
portions amended.)
Item 8: Financial Statements and Supplementary Data
The above item has been amended to include the Financial
Statements for the Company's Stock Purchase-Savings Plan and the
Independent Auditors' Report thereon.
Item 14: Exhibits, Financial Statement Schedules and Reports on
Form 8-K
The above item has been amended to include the Financial
Statements for the Company's Stock Purchase-Savings Plan and the
Independent Auditors' Report thereon and Consent to the
incorporation of such report in the Company's registration
statements under the Securities Act of 1933, as amended.
PART II
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
TABLE OF CONTENTS OF CONSOLIDATED FINANCIAL
STATEMENTS AND SUPPLEMENTARY FINANCIAL DATA
*Independent Auditors' Report
Consolidated Financial Statements:
*Consolidated Balance Sheets as of December 31, 1997 and 1996
*Consolidated Statements of Income and Retained Earnings for
the years ended December 31, 1997, 1996 and 1995
*Consolidated Statements of Cash Flows for the years ended
December 31, 1997, 1996 and 1995
*Consolidated Statements of Capitalization as of
December 31, 1997 and 1996
*Notes to Consolidated Financial Statements
Stock Purchase-Savings Plan: Page
**Independent Auditors' Report........................... 5
**Financial Statements and Notes thereto................. 6
Supplemental financial statement schedules are omitted because
of the absence of conditions under which they are required or
because the required information is included in the consolidated
financial statements or in the notes thereto.
* Previously filed with Form 10-K.
** Filed herein.
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PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) Documents filed as a part of this report:
1. Financial Statements and Schedules: See above for amended
Table of Contents of Consolidated Financial Statements and
Supplementary Financial Data of the Company's Annual
Report on Form 10-K.
3. Exhibits:
* Exhibits required to be filed with this Annual Report on
Form 10-K are listed in the following Exhibit Index.
Certain of such exhibits (except Exhibit 23) which have
heretofore been filed with the Securities and Exchange
Commission and which are designated by reference to their
exhibit numbers in prior filings are incorporated
herein by reference and made a part hereof.
** The Consent of the Independent Accountants (Exhibit 23)
has been revised and is filed herein.
As permitted under Item 601(b)(4)(iii), instruments defining
the rights of holders of long-term debt of less than
$400,000,000, or 10 percent of the total consolidated assets
of the Company and its subsidiaries, have been omitted and the
Company agrees to furnish a copy of such instruments to the
Commission upon request.
(b) Reports on Form 8-K
None
* Previously filed with Form 10-K.
** Filed herein.
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TO PARTICIPATING EMPLOYEES:
For your information there are submitted herewith the financial
statements of the Stock Purchase-Savings Plan for the years ended
December 31, 1997, 1996 and 1995, together with related Notes and
Independent Auditors' Report.
s/K. B. Marsh
K. B. Marsh
Chairman of the SCANA Corporation
Stock Purchase-Savings Plan Committee
INDEPENDENT AUDITORS' REPORT
SCANA CORPORATION
STOCK PURCHASE-SAVINGS PLAN:
We have audited the Statements of Financial Position of the SCANA
Corporation Stock Purchase-Savings Plan (the "Plan") as of December
31, 1997, 1996 and 1995, and the related Statements of Changes in
Participants' Equity for the years then ended. These financial
statements are the responsibility of the Committee for
Administration of the Plan (the "Committee"). Our responsibility
is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by the Committee, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all
material respects, the financial position of the Plan as of
December 31, 1997, 1996 and 1995 and its changes in participants'
equity for the years then ended in conformity with generally
accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplemental
schedules of assets held for investment purposes and of reportable
transactions are presented for the purpose of additional analysis
and are not a required part of the basic financial statements but
are supplementary information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The supplemental
schedules are the responsibility of the Plan's management. Such
supplemental schedules have been subjected to the auditing
procedures applied in our audits of the basic financial statements
and, in our opinion, are fairly stated in all material respects
when considered in relation to the basic financial statements taken
as a whole.
s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Columbia, South Carolina
March 11, 1998
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SCANA CORPORATION
STOCK PURCHASE-SAVINGS PLAN
STATEMENTS OF FINANCIAL POSITION
As of December 31, 1997, 1996 and 1995
(Thousands of Dollars)
ACQUIRED WITH ACQUIRED WITH
EMPLOYEES' COMPANY
CONTRIBUTIONS CONTRIBUTIONS
SCANA U.S. SCANA
TOTAL COMMON SAVINGS COMMON
December 31, 1997 PLAN STOCK BONDS STOCK
Assets:
Investments In Securities:
SCANA Corporation - 8,863,197
shares of common stock - at
market value (cost - $187,337)
(Note 1 and 3)................. $265,342 $132,235 $ - $133,107
United States Savings Bonds -
Series E & EE - at cost........ 294 - 294 -
Total Investments In
Securities.................. 265,636 132,235 294 133,107
Receivables From Participants
(Note 2)........................ 14,970 14,970 - -
Receivable From SCANA
Corporation - Dividends......... 3,328 1,656 - 1,672
TOTAL ASSETS.............. $283,934 $148,861 $294 $134,779
PARTICIPANTS' EQUITY............. $283,934 $148,861 $294 $134,779
See Notes to Financial Statements.
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ACQUIRED WITH ACQUIRED WITH
EMPLOYEES' COMPANY
CONTRIBUTIONS CONTRIBUTIONS
SCANA U.S. SCANA
TOTAL COMMON SAVINGS COMMON
December 31, 1996 PLAN STOCK BONDS STOCK
Assets:
Investments In Securities:
SCANA Corporation - 8,605,920
shares of common stock - at
market value (cost - $174,853)
(Note 1 and 3)................. $230,208 $112,321 $ - $117,887
United States Savings Bonds -
Series E & EE - at cost........ 320 - 320 -
Total Investments In
Securities.................. 230,528 112,321 320 117,887
Cash............................. 5 5 - -
Receivables From Participants
(Note 2)........................ 13,944 13,944 - -
Receivable From SCANA
Corporation - Dividends......... 3,139 1,528 - 1,611
TOTAL ASSETS.............. $247,616 $127,798 $320 $119,498
PARTICIPANTS' EQUITY............. $247,616 $127,798 $320 $119,498
See Notes to Financial Statements.
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ACQUIRED WITH ACQUIRED WITH
EMPLOYEES' COMPANY
CONTRIBUTIONS CONTRIBUTIONS
SCANA U.S. SCANA
TOTAL COMMON SAVINGS COMMON
December 31, 1995 PLAN STOCK BONDS STOCK
Assets:
Investments In Securities:
SCANA Corporation - 8,333,328
shares of common stock - at
market value (cost - $160,484)
(Note 1 and 3)................. $238,541 $115,464 $ - $123,077
United States Savings Bonds -
Series E & EE - at cost........ 332 - 332 -
Total Investments In
Securities.................. 238,873 115,464 332 123,077
Cash............................. 5 5 - -
Receivables From Participants
(Note 2)........................ 12,448 12,448 - -
Receivable From SCANA
Corporation - Dividends......... 2,968 1,432 - 1,536
TOTAL ASSETS.............. $254,294 $129,349 $332 $124,613
PARTICIPANTS' EQUITY............. $254,294 $129,349 $332 $124,613
See Notes to Financial Statements.
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SCANA CORPORATION
STOCK PURCHASE-SAVINGS PLAN
STATEMENTS OF CHANGES IN PARTICIPANTS' EQUITY
For the years ended December 31, 1997, 1996 and 1995
(Thousands of Dollars)
ACQUIRED WITH ACQUIRED WITH
EMPLOYEES' COMPANY
CONTRIBUTIONS CONTRIBUTIONS
SCANA U.S. SCANA
Year Ended TOTAL COMMON SAVINGS COMMON
December 31, 1997 PLAN STOCK BONDS STOCK
Investment Income - Dividends
On Common Stock Of SCANA
Corporation and Other............ $ 14,245 $ 7,512 $ - $ 6,733
Net appreciation in Market Value
of Common Stock of SCANA
Corporation (Note 3) 27,855 13,931 - 13,924
Contributions (Note 2):
Company and participating
subsidiaries.................... 8,855 - - 8,855
Participating employees.......... 9,729 9,729 - -
Total....................... 60,684 31,172 - 29,512
Deduct:
Distributions to participants.... 24,366 10,109 26 14,231
Net Increase (Decrease) In
Participants' Equity............. 36,318 21,063 (26) 15,281
Participants' Equity, Beginning
Of Year.......................... 247,616 127,798 320 119,498
Participants' Equity, End Of Year. $283,934 $148,861 $294 $134,779
See Notes to Financial Statements.
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ACQUIRED WITH ACQUIRED WITH
EMPLOYEES' COMPANY
CONTRIBUTIONS CONTRIBUTIONS
SCANA U.S. SCANA
Year Ended TOTAL COMMON SAVINGS COMMON
December 31, 1996 PLAN STOCK BONDS STOCK
Investment Income - Dividends
On Common Stock Of SCANA
Corporation and Other............ $ 13,295 $ 6,915 $ - $ 6,380
Contributions (Note 2):
Company and participating
subsidiaries.................... 8,474 - - 8,474
Participating employees.......... 9,293 9,293 -
Total....................... 31,062 16,208 - 14,854
Deduct:
Distributions to participants.... 21,892 10,075 12 11,805
Net depreciation in market
value of common stock of
SCANA Corporation (Note 3)...... 15,848 7,684 - 8,164
Net Decrease In
Participants' Equity............. (6,678) (1,551) (12) (5,115)
Participants' Equity, Beginning
Of Year.......................... 254,294 129,349 332 124,613
Participants' Equity, End Of Year. $247,616 $127,798 $320 $119,498
See Notes to Financial Statements.
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ACQUIRED WITH ACQUIRED WITH
EMPLOYEES' COMPANY
CONTRIBUTIONS CONTRIBUTIONS
SCANA U.S. SCANA
Year Ended TOTAL COMMON SAVINGS COMMON
December 31, 1995 PLAN STOCK BONDS STOCK
Investment Income - Dividends
On Common Stock Of SCANA
Corporation And Other............ $ 12,570 $ 6,490 $ - $ 6,080
Net Appreciation In Market
Value Of Common Stock
Of SCANA Corporation (Note 3).... 61,501 29,571 - 31,930
Contributions (Note 2):
Company and participating
subsidiaries.................... 8,561 - - 8,561
Participating employees.......... 9,350 9,350 - -
Total....................... 91,982 45,411 - 46,571
Deduct:
Distributions to participants.... 18,896 8,425 34 10,437
Net Increase (Decrease)
In Participants' Equity.......... 73,086 36,986 (34) 36,134
Participants' Equity, Beginning
Of Year.......................... 181,208 92,363 366 88,479
Participants' Equity, End Of Year. $254,294 $129,349 $332 $124,613
See Notes to Financial Statements.
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SCANA CORPORATION
STOCK PURCHASE-SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Significant Accounting Policies:
Basis of Accounting
The accompanying financial statements have been prepared on
the accrual basis of accounting.
Investments
Common stock investments in the accompanying financial
statements are stated at market value and bonds are stated at
cost, which approximates fair value. Costs of administering the
Stock Purchase Savings Plan (Plan) are paid by the Plan sponsor,
SCANA Corporation (Company).
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amount of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
2. Plan Information:
The following description of the Plan provides only general
information. Participants should refer to the Plan agreement for
a complete description of the Plan's provisions.
The Plan is designed to encourage voluntary systematic
savings by employees with the Company's and participating
subsidiaries' contributions as an added incentive. The Company
and participating subsidiaries match employee contributions made
through payroll deductions of up to 6% of eligible earnings.
Employees may contribute up to an additional 9% of eligible
earnings but such additional contributions are not supplemented
by the Company's and participating subsidiaries' contributions.
Employee contributions are invested in common stock of the
Company or, prior to November 1, 1988, such contributions could,
in the alternative, have been invested in United States Savings
Bonds. The Company's and participating subsidiaries'
contributions are invested only in shares of common stock of the
Company. Effective July 1, 1989, Company and participating
subsidiaries' contributions are fully and immediately vested.
The Plan, as amended, allows Participants to contribute up
to 15% of eligible earnings on an after-tax basis (Regular
Savings) or before-tax basis (Tax Deferred Savings), except that
"highly compensated employees" within the context of Internal
Revenue Code of 1986 ("Code"), as amended, Section 414(q) have
been subject to Tax Deferred contribution limitations of 6% or
less pursuant to the limitation of Code Section 401(k)(3) and the
Regulations thereunder. Regular Savings are included in wages
subject to federal or state income tax withholding, whereas Tax
Deferred Savings are exempt from withholding of federal or state
income tax. Effective as of January 1, 1997 the plan was amended
to allow for the acceptance of "Direct Rollovers" from other
qualified retirement plans. All rollover amounts are invested in
SCANA Common Stock. Participants may request a distribution in
the form of whole shares or cash of all securities and earnings
credited to their Regular Savings accounts (cash is distributed
for fractional shares). The Plan does not guarantee that market
value of the securities at date of distribution will equal or
exceed cost.
Participants may not request a distribution from their Tax
Deferred Savings accounts before age 59-1/2 unless they can
demonstrate a hardship.
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Participants may request a loan from their Tax Deferred and
Regular Savings accounts. Loans are made available based on the
asset value in a Participant's Tax Deferred and Regular Savings
accounts at the time of the loan, but in any case, not less than
$500 or greater than $50,000. Assets equal to the amount of the
loan are converted into cash by the Trustee and made available to
the borrowing Participant; the Participant no longer earns
interest or dividends on the liquidated assets. The period of
repayment for any loan cannot exceed five years, except a loan
used to acquire the principal residence of the Participant may be
extended to a maximum of ten years. All payments of the loan,
including interest, are used to repurchase shares of SCANA common
stock on behalf of the Participant. A Participant may have no
more than two loans from the Plan outstanding at a time. Upon
termination of employment or death, the outstanding balance of
the loan may be paid in full or will be converted to taxable
income on the distribution to the participant or the
participant's beneficiary; if the terminating Participant elects
to delay distribution (permissible when the present value of the
Participant's vested accrued benefit exceeds $5,000), an unpaid
loan balance may be converted to taxable income prior to the
distribution of assets to the Participant. Participants may
receive a distribution of all securities and earnings credited to
their Tax Deferred Savings accounts in the event of retirement,
disability, termination of employment or death.
Participants may request a distribution of all Company
Contributions which have been in existence for two years
following the close of the Plan Year during which they were made,
even if they elected to contribute on a tax deferred basis. If
the participant has participated in the Plan for at least five
years, all Company contributions are eligible for distribution.
Distribution due to the death of the Participant will be
made to the surviving spouse, unless there is no surviving spouse
or the spouse has consented in writing to distribution to a
beneficiary designated by the Participant.
At December 31, 1997, 1996 and 1995, there were 736, 753 and
795 participants, respectively, (including former employees) in
the Regular Savings Option and 3,065, 2,854 and 2,876
participants, respectively, in the Tax Deferred Savings Option.
At February 6, 1998 all of the Company's and the Company's
participating subsidiaries' 4,321 employees were eligible to
participate in the Plan, and payroll deductions under the Plan
were in effect for 3,797 employees.
The Plan, as amended to and as of January 1, 1997, has been
approved by the Internal Revenue Service (IRS) as a qualified
employees' trust under Section 401(a) of the Internal Revenue
Code and, as such, is exempt from federal income taxes under
Section 501(a). Participants are not taxed on the income earned
or Company contributions made for their accounts, pursuant to the
provisions of Section 401(a) of the Internal Revenue Code, until
such time as the employees or their beneficiaries receive
distributions from the Plan.
First Union National Bank of South Carolina is the Trustee
pursuant to a Trust Agreement executed on December 16, 1991 and
amended as of December 15, 1997.
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3. Appreciation (Depreciation) in Market Value of Common Stock:
The cost, market value and appreciation (depreciation) in market
value of common stock of SCANA Corporation as of and for the years
ended December 31, 1997, 1996 and 1995 are summarized as follows
(thousands of dollars):
Market Excess of Market
Number Quotation Value Over Cost
of Shares Cost Value (Cost Over Value)
Market)
December 31, 1997:
Employee 4,417,032 $ 97,102 $132,235 $35,133
Company 4,446,165 90,235 133,107 42,872
Total 8,863,197 $187,337 $265,342 $78,005
December 31, 1996: 8,605,920 $174,853 $230,208 $ 55,355
Increase in Unrealized Appreciation, Net......................... 22,650
Appreciation Realized on Withdrawals............................. 5,205
Net Appreciation in Market Value of Common Stock - Year
ended December 31, 1997...................................... $ 27,855
December 31, 1995: 8,333,328 $160,484 $238,541 $ 78,057
Decrease in Unrealized Appreciation, Net......................... $(22,702)
Appreciation Realized on Withdrawals............................. 6,854
Net Depreciation in Market Value of Common Stock - Year
ended December 31, 1996...................................... $(15,848)
December 31, 1994: 7,819,048 $144,864 $164,689 $ 19,825
Increase in Unrealized Appreciation, Net......................... $ 58,232
Appreciation Realized on Withdrawals............................. 3,269
Net Appreciation in Market Value of Common Stock - Year
ended December 31, 1995...................................... $ 61,501
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4. Accounts Payable to Participants and Former Participants:
Amounts included in participants' equity to be distributed to
participants and former participants were $3,225,793, $1,178,019 and
$1,648,543 at December 31, 1997, 1996 and 1995, respectively.
5. Appreciation in Market Value of U. S. Savings Bonds:
Investments in U. S. Savings Bonds are reported at cost. When a
participant requests a loan, the U. S. Savings Bonds are redeemed at their
market value (cost plus interest earned) and the cash is provided to the
participant. Therefore, although the U. S. Savings Bonds are reported at
cost, appreciation is realized when the bonds are redeemed for purposes of
providing a loan.
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SCANA Corporation
STOCK PURCHASE-SAVINGS PROGRAM FOR EMPLOYEES
SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (ITEM 27a)
AS OF DECEMBER 31, 1997 (Thousands of Dollars)
CURRENT
DESCRIPTION COST VALUE
SCANA Corporation Common Stock $187,337 $265,342
United States Savings Bonds 294 294
Loans to participants 14,970 14,970
$202,601 $280,606
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<TABLE>
SCANA CORPORATION
STOCK PURCHASE-SAVINGS PROGRAM FOR EMPLOYEES
SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS (ITEM 27d)
AS OF DECEMBER 31, 1997 (Thousands of Dollars)
DURING THE YEAR ENDED December 31, 1997 THE FOLLOWING TRANSACTIONS WERE MADE IN THE COMMON STOCK OF SCANA
CORPORATION, WHOSE EMPLOYEES ARE COVERED BY THE PROGRAM.
<S> <C> <C>
COST OF NET GAIN
PURCHASE SELLING ASSETS FROM
NUMBER OF SHARES PRICE PRICE SOLD SALE
$ $ $ $
PURCHASED 1,508,773 39,047
SALES FOR DISTRIBUTION TO
PARTICIPANTS FOR WITHDRAWALS 949,690 24,139 19,484 4,655
SALES FOR 401K EMPLOYEE
LOANS - STOCK 301,806 7,629 7,079 550
</TABLE>
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Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.
SCANA CORPORATION
(Registrant)
Date: April 14, 1998 BY: s/Kevin B. Marsh
(Kevin B. Marsh, Vice President
- Finance, Chief Financial
Officer and Controller)
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SCANA CORPORATION
EXHIBIT INDEX
Sequentially
Numbered
Pages
Number
2. Plan of Acquisition, Reorganization, Arrangement,
Liquidation or Succession
Not applicable
3. Articles of Incorporation and By-Laws
A. Restated Articles of Incorporation of SCANA
Corporation as adopted on April 26, 1989
(Exhibit 3-A to Registration Statement No.
33-49145)................................................. #
B. Articles of Amendment dated April 27, 1995
(Exhibit 4-B to Registration Statement
No. 33-62421)............................................. #
C. Copy of By-Laws of SCANA Corporation as
revised and amended on December 17, 1997
(Filed as Exhibit 3-C to Form 10-K for
the year ended December 31, 1997)......................... #
4. Instruments Defining the Rights of Security Holders,
Including Indentures
A. Articles of Exchange of South Carolina
Electric & Gas Company and SCANA Corporation
(Exhibit 4-A to Post-Effective Amendment No. 1
to Registration Statement No. 2-90438).................... #
B. Indenture dated as of November 1, 1989 to
The Bank of New York, Trustee (Exhibit 4-A
to Registration No. 33-32107)............................. #
C. Indenture dated as of January 1, 1945, from
the South Carolina Power Company (the "Power
Company") to Central Hanover Bank and Trust
Company, as Trustee, as supplemented by three
Supplemental Indentures dated respectively as
of May 1, 1946, May 1, 1947 and July 1, 1949
(Exhibit 2-B to Registration No. 2-26459)................. #
D. Fourth Supplemental Indenture dates as of
April 1, 1950, to Indenture referred to in
Exhibit 4C, pursuant to which the Company
assumed said Indenture (Exhibit 2-C to
Registration No. 2-26459)................................. #
E. Fifth through Fifty-second Supplemental
Indenture referred to in Exhibit 4C dated
as of the dates indicated below and filed
as exhibits to the Registration Statements
and 1934 Act reports whose file numbers are
set forth below........................................... #
December 1, 1950 Exhibit 2-D to Registration No. 2-26459
July 1, 1951 Exhibit 2-E to Registration No. 2-26459
June 1, 1953 Exhibit 2-F to Registration No. 2-26459
June 1, 1955 Exhibit 2-G to Registration No. 2-26459
November 1, 1957 Exhibit 2-H to Registration No. 2-26459
September 1, 1958 Exhibit 2-I to Registration No. 2-26459
September 1, 1960 Exhibit 2-J to Registration No. 2-26459
June 1, 1961 Exhibit 2-K to Registration No. 2-26459
December 1, 1965 Exhibit 2-L to Registration No. 2-26459
# Incorporated herein by reference as indicated.
19
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SCANA CORPORATION
EXHIBIT INDEX
Sequentially
Numbered
Pages
Number
June 1, 1966 Exhibit 2-M to Registration No. 2-26459
June 1, 1967 Exhibit 2-N to Registration No. 2-29693
September 1, 1968 Exhibit 4-O to Registration No. 2-31569
June 1, 1969 Exhibit 4-C to Registration No. 33-38580
December 1, 1969 Exhibit 4-Q to Registration No. 2-35388
June 1, 1970 Exhibit 4-R to Registration No. 2-37363
March 1, 1971 Exhibit 2-B-17 to Registration No. 2-40324
January 1, 1972 Exhibit 4-C to Registration No. 33-38580
July 1, 1974 Exhibit 2-A-19 to Registration No. 2-51291
May 1, 1975 Exhibit 4-C to Registration No. 33-38580
July 1, 1975 Exhibit 2-B-21 to Registration No. 2-53908
February 1, 1976 Exhibit 2-B-22 to Registration No. 2-55304
December 1, 1976 Exhibit 2-B-23 to Registration No. 2-57936
March 1, 1977 Exhibit 2-B-24 to Registration No. 2-58662
May 1, 1977 Exhibit 4-C to Registration No. 33-38580
February 1, 1978 Exhibit 4-C to Registration No. 33-38580
June 1, 1978 Exhibit 2-A-3 to Registration No. 2-61653
April 1, 1979 Exhibit 4-C to Registration No. 33-38580
June 1, 1979 Exhibit 4-C to Registration No. 33-38580
April 1, 1980 Exhibit 4-C to Registration No. 33-38580
June 1, 1980 Exhibit 4-C to Registration No. 33-38580
December 1, 1980 Exhibit 4-C to Registration No. 33-38580
April 1, 1981 Exhibit 4-D to Registration No. 33-49421
June 1, 1981 Exhibit 4-D to Registration No. 2-73321
March 1, 1982 Exhibit 4-D to Registration No. 33-49421
April 15, 1982 Exhibit 4-D to Registration No. 33-49421
May 1, 1982 Exhibit 4-D to Registration No. 33-49421
December 1, 1984 Exhibit 4-D to Registration No. 33-49421
December 1, 1985 Exhibit 4-D to Registration No. 33-49421
June 1, 1986 Exhibit 4-D to Registration No. 33-49421
February 1, 1987 Exhibit 4-D to Registration No. 33-49421
September 1, 1987 Exhibit 4-D to Registration No. 33-49421
January 1, 1989 Exhibit 4-D to Registration No. 33-49421
January 1, 1991 Exhibit 4-D to Registration No. 33-49421
February 1, 1991 Exhibit 4-D to Registration No. 33-49421
July 15, 1991 Exhibit 4-D to Registration No. 33-49421
August 15, 1991 Exhibit 4-D to Registration No. 33-49421
April 1, 1993 Exhibit 4-E to Registration No. 33-49421
July 1, 1993 Exhibit 4-D to Registration No. 33-57955
F. Indenture dated as of April 1, 1993 from
South Carolina Electric & Gas Company to
NationsBank of Georgia, National Association
(Filed as Exhibit 4-F to Registration Statement
No. 33-49421)............................................. #
G. First Supplemental Indenture to Indenture
referred to in Exhibit 4-F dated as of June 1, 1993
(Filed as Exhibit 4-G to Registration Statement
No. 33-49421)............................................. #
H. Second Supplemental Indenture to Indenture
referred to in Exhibit 4-F dated as of June 15, 1993
(Filed as Exhibit 4-G to Registration Statement
No. 33-57955)............................................. #
I. Trust Agreement for SCE&G Trust I (Filed as Exhibit
4-I to Form 10-K for the year ended December 31, 1997).... #
# Incorporated herein by reference as indicated.
20
<PAGE>
SCANA CORPORATION
EXHIBIT INDEX
Sequentially
Numbered
Pages
Number
J. Certificate of Trust for SCE&G Trust I (Filed as
Exhibit 4-J to Form 10-K for the year ended
December 31, 1997)........................................ #
K. Form of Junior Subordinated Indenture for SCE&G Trust
I (Filed as Exhibit 4-K to Form 10-K for the
year ended December 31, 1997)............................. #
L. Form of Guarantee Agreement for SCE&G Trust I (Filed
as Exhibit 4-L to Form 10-K for the year ended
December 31, 1997)........................................ #
M. Form of Amended & Restated Trust Agreement for SCE&G
Trust I (Filed as Exhibit 4-M to Form 10-K for the
year ended December 31, 1997.............................. #
9. Voting Trust Agreement
Not Applicable
10. Material Contracts
A. Copy of Voluntary Deferral Plan as amended and
restated through October 21, 1997 (Filed herewith)........ 23
B. Copy of Supplementary Voluntary Deferral Plan as
amended and restated through October 21, 1997
(Filed as Exhibit 10-B to Form 10-K for the year
ended December 31, 1997).................................. #
C. Copy of Key Executive Severance Benefit Plan as
amended and restated effective as of October 21, 1997
(Filed as Exhibit 4-C to Form 10-K for the year
ended December 31, 1997).................................. #
D. Copy of SCANA Corporation Performance Share Plan
as amended and restated effective February 16, 1993
(Exhibit 10-D to Form 10-K for the year ended
December 31, 1992, File No. 1-8809)....................... #
E. Form of Agreement under SCANA Corporation Key
Employee Retention Program as amended and restated
effective as of October 21, 1997 (Filed as Exhibit
10-E to Form 10-K for the year ended December 31, 1997.... #
F. Description of SCANA Corporation Whole Life Option
(Exhibit 10-F to Form 10-K for the year ended
December 31, 1991, under cover of Form SE, File
No. 1-8809)............................................... #
G. Description of SCANA Corporation Performance
Incentive Plan (Exhibit 10-G to Form 10-K for
the year ended December 31, 1991, under cover
of Form SE, File No. 1-8809).............................. #
H. Description of SCANA Corporation Supplementary
Key Executive Severance Benefits Plan, effective
as of October 21, 1997 (Filed herewith)................... 50
11. Statement Re Computation of Per Share Earnings
Not Applicable
12. Statements Re Computation of Ratios
Not Applicable
21
<PAGE>
SCANA CORPORATION
EXHIBIT INDEX
Number
13. Annual Report to Security Holders, Form 10-Q or
Quarterly Report to Security Holders
Not Applicable
16. Letter Re Change in Certifying Accountant
Not Applicable
18. Letter Re Change in Accounting Principles
Not Applicable
21. Subsidiaries of the Registrant
Included herein on Page 28
22. Published Report Regarding Matters Submitted to
Vote of Security Holders
Not Applicable
23. Consents of Experts and Counsel
Consent of Deloitte & Touche LLP (Filed herewith)............ 73
24. Power of Attorney
Not Applicable
27. Financial Data Schedule
Not Applicable
99. Additional Exhibits
Not Applicable
# Incorporated herein by reference as indicated.
22
<PAGE>
Exhibit 10-A
SCANA CORPORATION
VOLUNTARY DEFERRAL PLAN
as amended and restated
effective as of
October 21, 1997
23
<PAGE>
SCANA CORPORATION
VOLUNTARY DEFERRAL PLAN
TABLE OF CONTENTS
Page
SECTION 1. ESTABLISHMENT AND PURPOSE 1
1.1 Establishment 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 4
SECTION 3. ELIGIBILITY AND PARTICIPATION 5
3.1 Eligibility 5
3.2 Continued Participation 5
SECTION 4. ELECTION TO DEFER 6
4.1 Deferral Election 6
4.2 Deferral Period 7
4.3 Manner of Payment Election 7
4.4 Election to Defer a Previously Deferred Amount 8
SECTION 5. DEFERRED COMPENSATION ACCOUNT 9
5.1 Participant Accounts 9
5.2 Growth Increments 9
5.3 Charges Against Accounts 9
SECTION 6. PAYMENT OF DEFERRED AMOUNTS 10
6.1 Payment of Deferred Amounts 10
6.2 Acceleration of Payments 10
6.3 Financial Emergency 10
SECTION 7. BENEFICIARY DESIGNATION 12
7.1 Designation of Beneficiary 12
7.2 Death of Beneficiary 12
7.3 Ineffective Designation 13
SECTION 8. CHANGE IN CONTROL DISTRIBUTIONS 14
8.1 Accelerated Distributions Upon Change in Control 14
8.2 Tax Computation 14
8.3 No Subsequent Recalculation of Tax Liability 14
8.4 Successors 15
8.5 Amendment and Termination After Change in Control 15
24
<PAGE>
SECTION 9. GENERAL PROVISIONS 16
9.1 Contractual Obligation 16
9.2 Unsecured Interest 16
9.3 "Rabbi" Trust 16
9.4 Employment/Participation Rights 16
9.5 Nonalienation of Benefits 17
9.6 Severability 17
9.7 No Individual Liability 17
9.8 Applicable Law 17
SECTION 10. PLAN ADMINISTRATION, AMENDMENT AND TERMINATION 18
10.1 In General 18
10.2 Claims Procedure 18
10.3 Finality of Determination 18
10.4 Delegation of Authority 18
10.5 Expenses 18
10.6 Tax Withholding 18
10.7 Incompetency 18
10.8 Action by Corporation 19
10.9 Notice of Address 19
10.10 Amendment and Termination 19
SECTION 11. EXECUTION 20
25
<PAGE>
SCANA CORPORATION
VOLUNTARY DEFERRAL PLAN
(As Amended and Restated)
SECTION 1. ESTABLISHMENT AND PURPOSE
1.1 Establishment of the Plan. SCANA Corporation has established,
effective as of October 15, 1986, a deferred compensation plan
for executives as described, amended and restated herein
effective as of October 15, 1986, which is known as the "SCANA
Corporation Voluntary Deferral Plan" (hereinafter called the
"Plan"). Effective June 24, 1987, this Plan is also
applicable to members of the Board. The Plan was amended from
time to time thereafter, with the latest amendments effective
as of October 21, 1997.
1.2 Description of the Plan. This Plan is intended to constitute
a non-qualified deferred compensation plan which, in
accordance with ERISA Sections 201(2), 301(a)(3) and
401(a)(1), is unfunded and established primarily for the
purpose of providing deferred compensation for a select group
of management or highly compensated employees.
1.3 Purpose of the Plan. The purpose of this Plan is to enable
the Company to attract and retain persons of outstanding
competence, to provide incentive benefits to a very select
group of key management employees who contribute materially to
the continued growth, development, and future business success
of the Company, and to provide a means whereby certain amounts
payable by the Company to selected executives may be deferred
to some future period.
SECTION 2. DEFINITIONS
2.1Definitions. 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) "Beneficial Owner" shall have the meaning ascribed to
such term in Rule 13d-3 of the General Rules and
Regulations under the Exchange Act.
(b) "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.
(c) "Board" means the Board of Directors of the Corporation.
26
<PAGE>
(d) "Change in Control" means a change in control of the
Corporation of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Exchange Act,
whether or not the Corporation is then subject to such
reporting requirements; provided that, without
limitation, such a Change in Control shall be deemed to
have occurred if:
i) Any Person (as defined in Section 3(a)(9) of the
Exchange Act and used in Sections 13(d) and 14(d)
thereof, including a "group" as defined in Section 13(d))
is or becomes the Beneficial Owner, directly or
indirectly, of twenty five percent (25%) or more of the
combined voting power of the outstanding shares of
capital stock of the Corporation;
ii) During any period of two (2) consecutive years (not
including any period prior to December 18, 1996) there
shall cease to be a majority of the Board comprised as
follows: individuals who at the beginning of such period
constitute the Board and any new director(s) whose
election by the Board or nomination for election by the
Corporation's stockholders was approved by a vote of at
least two-thirds (2/3) of the directors then still in
office who either were directors at the beginning of the
period or whose election or nomination for election was
previously so approved;
iii) The issuance of an Order by the Securities and
Exchange Commission (SEC), under Section 9(a)(2) of the
Public Utility Holding Company Act of 1935 (the "1935
Act"), authorizing a third party to acquire five percent
(5%) or more of the Corporation's voting shares of
capital stock;
iv) The shareholders of the Corporation approve a merger
or consolidation of the Corporation with any other
corporation, other than a merger or consolidation which
would result in the voting shares of capital stock of the
Corporation outstanding immediately prior thereto
continuing to represent (either by remaining outstanding
or by being converted into voting shares of capital stock
of the surviving entity) at least eighty percent (80%) of
the combined voting power of the voting shares of capital
stock of the Corporation or such surviving entity
outstanding immediately after such merger or
consolidation; or the shareholders of the Corporation
approve a plan of complete liquidation of the Corporation
or an agreement for the sale or disposition by the
Corporation of all or substantially all of the
Corporation's assets; or
27
<PAGE>
v) The shareholders of the Corporation approve a plan
of complete liquidation, or the sale or disposition of
South Carolina Electric & Gas Company (hereinafter
SCE&G), South Carolina Pipeline Corporation, or any
subsidiary of SCANA designated by the Board of Directors
of SCANA as a "Material Subsidiary," but such event shall
represent a Change in Control only with respect to a
Participant who has been exclusively assigned to SCE&G,
South Carolina Pipeline Corporation, or the affected
Material Subsidiary.
(e) Code" means the Internal Revenue Code of 1986, as
amended.
(f) "Committee" means the Management Development and
Corporate Performance Committee of the Board.
(g) "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.
(h) "Compensation" means the gross Salary, Bonuses, and
Long-Term Incentive Awards payable to a Participant during a
Year by the Company, and, with respect to Board of Director-
Participants, cash retainer fees, meeting attendance and
conference fees payable to such a Participant during a Year by
the Corporation. The term "Compensation" specifically does
not include retainer fee amounts required to be paid in shares
of SCANA Corporation common stock pursuant to the SCANA
Corporation Nonemployee Director Stock Plan. For purposes of
this Plan, the following terms have the following meanings:
(i) "Salary" means all regular, basic compensation,
before reduction for amounts deferred or foregone
pursuant to this Plan or any other plan of the
Corporation (including, without limitation, any tax-
qualified or non-qualified plans of deferred compensation
and any cafeteria plans, as defined in section 125 of the
Internal Revenue Code), otherwise payable in cash to a
Participant for services during the Year, and for
services during the last days of the immediately
preceding Year as to which payment is not receivable
until the Year for which the election is made and which
has not yet been earned at the time of making this
election, exclusive of any Bonuses or Long-Term Incentive
Awards, special fees or awards, allowances, or amounts
designated by the Corporation as payments toward or
reimbursement of expenses.
(ii) "Bonus" or "Bonuses" means any annual Bonus payable
from any SCANA Corporation short term incentive plan by
the Corporation to a Participant in a Year.
28
<PAGE>
(iii) "Long-Term Incentive Award" means any amount
payable in cash from any long-term incentive plan by the
Corporation to a Participant in a Year, including
distributions made under the SCANA Corporation
Performance Share Plan. In no event shall any amounts
attributable to Long-Term Incentive Awards which are to
be paid in shares of SCANA Corporation common stock be
eligible for deferral under this Plan.
(i) "Corporation" means SCANA Corporation, a South Carolina
corporation, or any successor thereto.
(j) "Exchange Act" means the Securities Exchange Act of
1934, as amended.
(k) "Growth Increment" means the amount of interest credited
to a Participant's deferred amounts.
(l) "Participant" means an individual satisfying the
eligibility requirements of Section 3.
(m) "Retirement" means retirement as defined under the SCANA
Corporation Retirement Plan.
(n) "Year" means the 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
3.1Eligibility. Key executives in the employ of the Company as
Officers thereof and all members of the Board, shall
automatically be eligible to participate in this Plan.
3.2Continued Participation. Once an individual is eligible to
participate in this Plan, he shall continue to be eligible to
participate for all future years unless and until the
Committee shall designate that individual as ineligible to
participate. If a Participant becomes ineligible to
participate for future deferrals under this Plan, he shall
retain all the rights described under this Plan with respect
to deferrals previously made while an active Participant.
29
<PAGE>
SECTION 4. ELECTION TO DEFER
4.1 Deferral Election. Subject to the conditions set forth in
this Plan, a Participant may elect to defer amounts of Compensation
as follows:
(a) At least 10 days before the beginning of the Year,
a Participant other than a member of the Board may
irrevocably elect, by written notice to the Secretary of
SCANA Corporation (or his designate), to defer up to 25%
of Salary payable during the Year, and/or all or a
percentage of the Bonus, and/or all or a percentage of
the Long-Term Incentive Award. Each deferral election is
independent of the other and must be at least $5,000 for
Salary and a minimum of $2,500 or 50% of the Bonus, or
Long-Term Incentive Award to the extent payable in cash,
whichever is less. As a part of his prior Year deferral
election, a Participant may also elect to defer all or a
specified percentage or dollar amount of any and all
Salary increases that may be awarded to him during the
Year to which his election pertains, or make a new
election with respect to a Salary raise as further
explained in Subsection 4.1(g) below, provided that no
more than 25% of Salary payable during the Year is
deferred and the Deferral Period Election and Manner of
Payment Election are the same for both Salary and
increases in Salary.
(b)At least 10 days before the beginning of the
Year, a Participant who is a member of the Board
irrevocably may elect, by written notice to the Secretary
of SCANA Corporation (or his designate), to defer up to
100% of his Compensation.
(c)With respect to Salary deferrals, the deferral
percentage elected shall be applied to the Participant's
Salary for each pay period of the Year to which the
deferral election applies.
(d)With respect to Bonus deferrals, the deferral
percentage elected shall apply only to the Participant's
Bonus to be earned in the upcoming Year and payable, if
at all, in the immediately following Year.
(e)With respect to Long-Term Incentive Award
deferrals attributable to amounts under the SCANA
Corporation Performance Share Plan ("Performance Share
Plan"), the deferral percentage shall be elected no later
than the end of the second Year of any three-year award
cycle established under the Performance Share Plan, and
shall apply to the Participant's award that is otherwise
payable, if at all, in the Year following the Year
beginning immediately after the date the
30
<PAGE>
deferral election is made. With respect to all other
Long-Term Incentive Award deferrals, the deferral
percentage shall be elected at a time prescribed by the
Committee prior to the date that the amounts otherwise
earned or to be earned are determinable. Further, in the
event that a Participant's elected deferral hereunder
with respect to the Long-Term Incentive Award conflicts
with the mandated payout for any year in SCANA
Corporation common stock under the Performance Share
Plan, the Participant's deferral election hereunder shall
be modified (reduced) as needed without the consent of
the Participant so as to no longer conflict with the
payment in shares by the Performance Share Plan.
(f)With respect to Board member Compensation
deferrals, the deferral percentage elected shall be
applied to the Participant's Compensation for each pay
period of the Year to which the deferral election
applies.
(g)If a Participant is notified of an increase in
his Salary, he may amend in writing his existing Salary
deferral to reflect a deferral of any or all of his
increase in Salary, or he may initiate a Salary deferral
if one had not previously been elected, provided,
however, that such election shall be applicable as of the
beginning of the second full bi-weekly period for which
compensation has not yet been earned, determined relative
to the date that such written notice is received by the
Secretary of SCANA Corporation, and provided, however,
that the exercise of this election does not result in a
cumulative deferral for such Year of more than 25% of
Salary. An amending election for an increase in Salary
shall not alter either the Deferral Period Election
(Section 4.2 below) nor the Manner of Payment Election
(Section 4.3 below) for any Salary previously elected to
be deferred for the Year, but shall be deferred for the
same period and in the same manner that Salary has
elected to be deferred for said Year.
4.2 Deferral Period. With respect to deferrals made in
accordance with Section 4.1, each Participant must elect the
deferral period for each separate deferral. Subject to the
additional deferral provisions of Section 4.4 and the
acceleration provisions of Section 6, a Participant's deferral
period may be for a specified number of years or until a
specified date, subject to any limitations that the Committee
in its discretion may choose to apply. However,
notwithstanding the deferral period otherwise specified,
payments shall be paid or begin to be paid following the
earliest to occur of:
(a) Death,
31
<PAGE>
(b) Disability as defined by the SCANA Corporation Long-Term
Disability Benefit Plan for Employees where the prognosis is
that such condition will not change,
(c) Retirement,
(d) Severance of employment, or
(e) With respect to members of the Board, departure from the
Board by reason of death, resignation or otherwise.
4.3 Manner of Payment Election. At the same time as the
election made pursuant to Section 4.1, and subject to the
acceleration provisions of Section 6, 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 and each separate category of Compensation deferred.
Participants must choose to have payment made in accordance
with any of the following distribution forms:
(a) a lump sum,
(b) 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. Unless otherwise
specifically elected, payments of all deferred amounts will be
made in a single lump sum cash payment made as soon as
practicable after the conclusion of the deferral period
elected pursuant to Section 4.2.
4.4 Election to Defer a Previously Deferred Amount.
(a) A Participant may request that the Committee (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 Committee (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. Each such additional deferral election
request shall include a newly designated manner of payment
election in accordance with the provision of Section 4.3
above.
(b) Notwithstanding the additional deferral election requests
made by the Participant pursuant to Subsection 4.4(a) above,
neither the deferral period elected nor the related manner of
payment elected shall be automatically binding upon the
Corporation by the mere fact of the election requests having
been made. The Committee (or its delegate) shall review each
such election submitted and determine whether or not it is in
the best interest of the
32
<PAGE>
Corporation to accept the elections as submitted. Such
Committee review will be made on a case-by-case basis and all
determinations shall be made by the Committee (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 Corporation of
approving any request. The Committee, or its designate, shall
notify each Participant in writing within the first sixty (60)
days of the twelve (12) month period noted in Section 4.4(a)
above as to whether the deferral period and related manner of
payment elections are accepted by the Committee 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 4.4(a), inform the Committee in
writing of his acceptance or rejection of the terms proffered
by the Committee or its delegate. All determinations made by
the Committee or its delegate shall be final and binding on
all parties.
SECTION 5. DEFERRED COMPENSATION ACCOUNT
5.1 Participant Accounts. The Corporation shall establish
and maintain for each Participant a bookkeeping account for
deferrals made by such Participant. This account shall be
credited as of the date the amount deferred otherwise would
have become due and payable.
5.2 Growth Increments. The Corporation will provide for
Growth Increments to be credited to the deferred accounts
based on the prime interest rate charged from time to time by
the Wachovia Bank of South Carolina, N.A. The Committee will
have the authority to change the interest rate that may be
applied to the deferred amounts. The Participant's account
shall be credited on the first day of each calendar quarter,
with a Growth Increment computed on the average balance in the
Participant's account during the preceding calendar quarter.
The Growth Increment shall be equal to said account balance
multiplied by the average interest rate selected by the
Committee 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.
Notwithstanding the foregoing, and subject to Section 9.2, no
Participant shall have a right to designate the specific
investment of deferred amounts.
5.3 Charges Against Accounts. There shall be charged against
each Participant's account any payments made to the
Participant or to his Beneficiary in accordance with Section
6 hereof.
33
<PAGE>
SECTION 6. PAYMENT OF DEFERRED AMOUNTS
6.1 Payment of Deferred Amounts. Payment of a Participant's
Deferred Compensation Account balance, including accumulated
Growth Increments attributable thereto (adjusted to reflect
any change since the most recent Growth Increment
calculation), shall be paid in cash commencing with the
conclusion of the deferral period selected by the Participant
in Section 4.2 or Section 4.4 hereof. The payments shall be
made in the manner selected by the Participant under Section
4.3 of this Plan. The amount of each payment shall be equal
to a Participant's then distributable account balance
multiplied by a fraction, the numerator of which is one and
the denominator of which is the number of installment payments
remaining.
6.2 Acceleration of Payments. Notwithstanding the election
made pursuant to Section 4.2 or Section 4.4:
(a) if a Participant dies prior to the payment of all or a
portion of his deferred compensation account balance, the
balance of any amount payable shall be paid in a lump sum
to the Beneficiaries designated under Section 7 hereof;
(b) if a Participant's account balance is less than $5,000 at
the time for payment specified, such amount shall be paid
in a lump sum; and
(c) if applicable, the provisions of Section 8 shall apply.
6.3 Financial Emergency. The Committee (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 Committee (or its delegate), an
unanticipated and severe financial hardship that is caused by
an event beyond the Participant's control. In such event, the
Committee (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, or
34
<PAGE>
(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 Committee's 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 Corporation
during the lifetime of the Participant. The Participant
also may change his Beneficiary or Beneficiaries by a
signed, written instrument delivered to the Corporation.
The payment of amounts shall be in accordance with the
last unrevoked written designation of Beneficiary that
has been signed and delivered to the Corporation. All
Beneficiary designations shall be addressed to the
Secretary of SCANA Corporation and delivered to his
office, and shall be processed as indicated in subsection
(b) below by the Secretary or by his authorized designee.
(b) The Secretary of SCANA Corporation (or his
authorized designee) shall, upon receipt of the
Beneficiary designation:
(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.
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<PAGE>
7.2 Death of Beneficiary.
(a) In the event that all of the Beneficiaries named in
Section 7.1 predecease the Participant, the amounts that
otherwise would have been paid to said Beneficiaries
shall, where the designation fails to redirect to
alternate Beneficiaries in such circumstance, be paid to
the Participant's estate as the alternate Beneficiary.
(b) In the event that two or more Beneficiaries are named,
and one or more but less than all of such Beneficiaries
predecease the Participant, each surviving Beneficiary
shall receive any dollar amount or proportion of funds
designated or indicated for him per the designation of
Section 7.1, and the dollar amount or designated or
indicated share of each predeceased Beneficiary which the
designation fails to redirect to an alternate Beneficiary
in such circumstance shall be paid to the Participant's
estate as an alternate Beneficiary.
7.3 Ineffective Designation.
(a) In the event the Participant does not designate a
Beneficiary, or if for any reason such designation
is entirely ineffective, the amounts that otherwise
would have been paid to the Beneficiary shall be
paid to the Participant's estate as the alternate
Beneficiary.
(b) In the circumstance that designations are effective
in part and ineffective in part, to the extent that
a designation is effective, distribution shall be
made so as to carry out as closely as discernable
the intent of the Participant, with result that
only to the extent that a designation is
ineffective shall distribution instead be made to
the Participant's estate as an alternate
Beneficiary.
SECTION 8. CHANGE IN CONTROL PROVISIONS
8.1 Accelerated Distributions Upon Change in Control.
Notwithstanding anything in this Plan to the contrary and
subject to the terms of an individual Participant agreement,
if any, upon the occurrence of a Change in Control where there
has not been a termination of the SCANA Corporation Key
Employee Severance Benefits Plan prior thereto, the amounts
(or remaining amounts) held in each Participant's Deferred
Compensation Account under this Plan as of the date of such
Change in Control (referred to as each Participant's "VDP
Benefit") shall become immediately due and payable. All VDP
Benefits payable under this Section 8.1 shall be paid to each
Participant (and his or her Beneficiary) in the
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<PAGE>
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 VDP Benefit and the Gross-Up Payment provided for by
this Section 8 shall be equal to the value of the
Participant's VDP Benefit. Such payment shall be made by the
Corporation (or to the extent assets are transferred to the
SCANA Corporation Executive Benefit Plan Trust by the trustee
of such trust in accordance with the trust's terms) to the
Participant (or his 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
Executive Benefit Plan 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 and/or any individual
Participant agreement.
8.2 Tax Computation. For purposes of determining the amount
of the Gross-Up Payment referred to in Section 8.1, whether
any of a Participant's VDP Benefit will be subject to the
Excise Tax, and the amounts of such Excise Tax: (i) there
shall be taken into account all other payments or benefits
received or to be received by a Participant in connection with
a Change in Control of the Corporation (whether pursuant to
the terms of this Plan or any other plan, arrangement, or
agreement with the Corporation, any person whose actions
result in a Change in Control of the Corporation or any person
affiliated with the Corporation or such person); and (ii) the
amount of any Gross-Up Payment payable with respect to any
Participant (or his or her Beneficiary) by reason of such
payment shall be determined in accordance with a customary
"gross-up formula," as determined by the Committee it its sole
discretion.
8.3 No Subsequent Recalculation of Tax Liability. The Gross-Up
Payments described in the foregoing provisions of this Section
8 are intended and hereby deemed to be a reasonably accurate
calculation of each Participant's actual income tax and Excise
Tax liability under the circumstances (or such tax liability
of his or her Beneficiary), the payment of which is to be made
by the Corporation or the SCANA Corporation Executive Benefit
Plan Trust. All such calculations of tax liability shall not
be subject to subsequent recalculation or adjustment in either
an underpayment or overpayment context with respect to the
actual tax liability of the Participant (or his or her
Beneficiary) ultimately determined as owed.
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<PAGE>
8.4 Successors. Notwithstanding anything in this Plan to the
contrary, and subject to the terms of an individual
Participant agreement, if any, upon the occurrence of a Change
in Control, 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,
and any individual Participant agreement, based on amounts
credited to each Participant's Deferred Compensation Account
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'
Deferred Compensation Account, 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
Corporation reserves the right to amend, modify or delete the
provisions of Section 8 at any time prior to a Change in
Control, pursuant to a Board resolution adopted by a vote of
two-thirds (2/3) of the Board members then serving on the
Board.
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<PAGE>
SECTION 9. GENERAL PROVISIONS
9.1 Contractual Obligation. It is intended that the
Corporation is under a contractual obligation to make payments
from a Participant's account when due. Payment of account
balances shall be made out of the general funds of the
Corporation as determined by the Board without any restriction
of the assets of the Corporation relative to the payment of
such contractual obligations; the Plan is, and shall operate
as, an unfunded plan.
9.2 Unsecured Interest. No Participant or Beneficiary shall
have any interest whatsoever in any specific asset of the
Corporation. To the extent that any person acquires a right
to receive payment under this Plan, such right shall be no
greater than the right of any unsecured general creditor of
the Corporation.
9.3 "Rabbi" Trust. In connection with this Plan, the Board
shall establish a grantor trust (known as the "SCANA
Corporation Executive Benefit Plan Trust") for the purpose of
accumulating funds to satisfy the obligations incurred by the
Corporation under this Plan (and such other plans and
arrangements as determined from time to time by the
Corporation). At any time prior to a Change in Control, as
that term is defined in such Trust, the Corporation may
transfer assets to the Trust to satisfy all or part of the
obligations incurred by the Corporation under this Plan, as
determined in the sole discretion of the Committee, subject to
the return of such assets to the Corporation at such time as
determined in accordance with the terms of such Trust. Any
assets of such Trust shall remain at all times subject to the
claims of creditors of the Corporation in the event of the
Corporation'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 Corporation.
9.4 Employment/Participation Rights.
(a) Nothing in the Plan shall interfere with or limit
in any way the right of the Company to terminate
any Participant's employment at any time, nor
confer upon any Participant any right to continue
in the employ of the Company.
(b) Nothing in the Plan shall be construed to be
evidence of any agreement or understanding, express
or implied, that the Company will continue to
employ a Participant in any particular position or
at any particular rate of remuneration.
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<PAGE>
(c) No employee shall have a right to be selected as a
Participant, or, having been so selected, to be
selected again as a Participant.
(d) Nothing in this Plan shall affect the right of a
recipient to participate in and receive benefits
under and in accordance with any pension, profit-
sharing, deferred compensation or other benefit
plan or program of the Corporation.
9.5 Nonalienation of Benefits.
(a) No right or benefit under this Plan shall be
subject to anticipation, alienation, sale,
assignment, pledge, encumbrance, or change, and any
attempt to anticipate, alienate, sell, assign,
pledge, encumber or change the same shall be void;
nor shall any such disposition be compelled by
operation of law.
(b) No right or benefit hereunder shall in any manner
be liable for or subject to the debts, contracts,
liabilities, or torts of the person entitled to
benefits under the Plan.
(c) If any Participant or Beneficiary hereunder should
become bankrupt or attempt to anticipate, alienate,
sell, assign, pledge, encumber, or change any right
or benefit hereunder, then such right or benefit
shall, in the discretion of the Committee, cease,
and the Committee shall direct in such event that
the Corporation hold or apply the same or any part
thereof for the benefit of the Participant or
Beneficiary in such manner and in such proportion
as the Committee may deem proper.
9.6 Severability. If any particular provision of the Plan
shall be found to be illegal or unenforceable for any reason,
the illegality or lack of enforceability of such provision
shall not affect the remaining provisions of the Plan, and the
Plan shall be construed and enforced as if the illegal or
unenforceable provision had not been included.
9.7 No Individual Liability. It is declared to be the
express purpose and intention of the Plan that no liability
whatsoever shall attach to or be incurred by the shareholders,
officers, or directors of the Corporation or any
representative appointed hereunder by the Corporation, under
or by reason of any of the terms or conditions of the Plan.
9.8 Applicable Law. This Plan shall be governed and
construed in accordance with the laws of the State of South
Carolina except to the extent governed by applicable Federal
law.
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<PAGE>
SECTION 10. PLAN ADMINISTRATION, AMENDMENT AND TERMINATION
10.1 In General. This Plan shall be administered by the
Committee, which shall have the sole authority to construe and
interpret the terms and provisions of the Plan and determine
the amount, manner and time of payment of any benefits
hereunder. The Committee shall maintain records, make the
requisite calculations and disburse payments hereunder, and
its interpretations, determinations, regulations and
calculations shall be final and binding on all persons and
parties concerned. The Committee may adopt such rules as it
deems necessary, desirable or appropriate in administering
this Plan and the Committee may act at a meeting, in a writing
without a meeting, or by having actions otherwise taken by a
member of the Committee pursuant to a delegation of duties
from the Committee.
10.2 Claims Procedure. Any person dissatisfied with the
Committee's determination of a claim for benefits hereunder
must file a written request for reconsideration with the
Committee. This request must include a written explanation
setting forth the specific reasons for such reconsideration.
The Committee shall review its determination promptly and
render a written decision with respect to the claim, setting
forth the specific reasons for such denial written in a manner
calculated to be understood by the claimant. Such claimant
shall be given a reasonable time within which to comment, in
writing, to the Committee with respect to such explanation.
The Committee shall review its determination promptly and
render a written decision with respect to the claim. Such
decision upon matters within the scope of the authority of the
Committee shall be conclusive, binding, and final upon all
claimants under this Plan.
10.3 Finality of Determination. The determination of the
Committee as to any disputed questions arising under this
Plan, including questions of construction and interpretation,
shall be final, binding, and conclusive upon all persons.
10.4 Delegation of Authority. The Committee may, in its
discretion, delegate its duties to an officer or other
employee of the Company, or to a committee composed of
officers or employees of the Company.
10.5 Expenses. The cost of payment from this Plan and the
expenses of administering the Plan shall be borne by the
Corporation.
10.6 Tax Withholding. The Corporation shall have the right to
deduct from all payments made from the Plan any federal,
state, or local taxes required by law to be withheld with
respect to such payments.
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<PAGE>
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 Corporation. Any action required or permitted
to be taken hereunder by the Corporation or its Board shall be
taken by the Board, or by any person or persons authorized by
the Board.
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 Corporation, shall constitute
a complete acquittance and discharge to the Corporation and
any director or officer with respect thereto, unless the
Corporation shall have received prior written notice of any
change in the condition or status of the distributee. Neither
the Corporation nor any director or officer shall have any
duty or obligation to search for or ascertain the whereabouts
of the Participant or his Beneficiary.
10.10 Amendment and Termination. The Corporation expects the
Plan to be permanent but, since future conditions affecting
the Corporation cannot be anticipated or foreseen, the
Corporation reserves the right to amend, modify, or terminate
the Plan at any time by action of its Board; provided,
however, that any such action shall not diminish retroactively
any amounts, both deferred Compensation and Growth Increments
thereon, which have been credited to any Participant's
Deferred Compensation Account. If the Board amends the Plan
to cease future deferrals hereunder or terminates the Plan,
the Board may, in its sole discretion,
42
<PAGE>
direct that the value of each Participant's Deferred
Compensation Account be paid to each Participant (or
Beneficiary, if applicable) in an immediate lump sum payment.
In the absence of any such direction from the Board, the Plan
shall continue as a "frozen" plan under which no future
deferrals will be recognized (however, Growth Increments 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 Voluntary Deferral Plan to be executed by its duly
authorized officer this 11th day of December, 1997, to be effective
as of October 21, 1997.
SCANA Corporation
By: s/William B. Timmerman
William B. Timmerman
Title: Chairman, President and Chief
Executive Officer
ATTEST:
s/Lynn M. Williams
Lynn M. Williams
Secretary
43
<PAGE>
SCANA CORPORATION
VOLUNTARY DEFERRAL PLAN
ELECTION TO DEFER EXECUTED
FOR CALENDAR YEAR 199___
As a Participant in the SCANA Corporation Voluntary Deferral
Plan, I hereby elect to defer amounts set forth below and to have
such amounts paid to me as set forth in this election form. I
understand and agree that all deferrals shall be subject to the
terms of the Plan, a copy of which has been provided to me. I
understand that the decision to participate in this Plan is
voluntary and that the Corporation is not responsible for advising
me with respect to the tax or financial consequences of my
participation in this Plan.
Deferral Election(s):
[ ] I hereby elect to defer in accordance with this Plan
Salary compensation to be payable during calendar year
19___ in the amount of $__________, which amount is at
least $5,000 and does not exceed 25% of the Salary
compensation payable to me during the subject calendar
year.
[ ] Concurrently with this election, I also hereby elect
to defer
[ ] ___% of each increase in Salary compensation which
I may become entitled to receive during the subject
calendar year, or
[ ] $__________ of each increase in Salary compensation
which I may become entitled to receive during the
subject calendar year,
provided that this election with regard to Salary
increases shall be reduced if necessary such that the
total amount of Salary and Salary increases deferred
during the subject calendar year does not exceed 25% of
my Salary compensation otherwise payable to me during the
subject calendar year in accordance with Sections
1.2(d)(i) and 4.1 of the Plan.
[ ] I hereby elect to defer in accordance with this
Plan:
[ ] a. 100% of the Bonus payable to me during
calendar year 19___, or
[ ] b. ___% of the Bonus payable to me during
calendar year 19___ (which is at least the
lesser of 50% of the Bonus amount or
$2,500).
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<PAGE>
[ ] I hereby elect to defer in accordance with this
Plan (exclusive of any amount required to be
paid to me in shares of SCANA Corporation
common stock):
[ ] a. 100% of the Long-Term Incentive Award
otherwise payable to me in cash during
calendar year 19___, or
[ ] b. $__________ of the Long-Term Incentive
Award otherwise payable to me in cash
during calendar year 19___ (which is at
least the lesser of 50% of the Long-Term
Incentive Award cash amount or $2,500).
[ ] I hereby elect to defer in accordance with this
Plan ____% of each and all of:
[ ] a. cash retainer fees (exclusive of the
amounts required to be paid to me in
shares of SCANA Corporation common stock)
[ ] b. meeting attendance fees
[ ] c. conference fees
payable to me as a member of the Board of Directors
during calendar year 19___.
Deferral Period(s):
[ ] Salary deferred above per this election shall
be deferred:
[ ] 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 of
.
(Month - Day - Year)
or
[ ] b. until my retirement from the Corporation
(subject to my earlier death, total and
permanent disability or termination of
employment as indicated in Section 4.2 of
this Plan).
[ ] The Bonus deferred above per this election
shall be deferred:
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<PAGE>
[ ] 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 of
.
(Month - Day - Year)
or
[ ] b. until my retirement from the Corporation
(subject to my earlier death, total and
permanent disability or termination of
employment as indicated in Section 4.2 of
this Plan).
[ ] The Long-Term Incentive Award deferred above
per this election shall be deferred:
[ ]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 of .
(Month - Day - Year)
or
[ ]b.until my retirement from the Corporation (subject to
my earlier death, total and permanent disability or
termination of employment as indicated in Section 4.2
of this Plan).
[ ] Board of Directors' fees deferred above per this election
shall be deferred:
[ ]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 of .
(Month - Day - Year)
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.
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<PAGE>
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 Salary deferred above per this election shall be at
the conclusion of the deferral period above be paid
(subject to an Acceleration of Payments under Section 6.2
or Forfeiture under Section 7 of the Plan):
[ ] a. in a lump sum, or
[ ] b. in installment payments, payable:
(Number)
[ ] monthly
or
[ ] quarterly
or
[ ] annually.
[ ] The Bonus deferred above per this election shall at the
conclusion of the deferral period above be paid (subject
to an Acceleration of Payments under Section 6.2 or
Forfeiture under Section 7 of the Plan):
[ ]a.in a lump sum, or
[ ]b.in installment payments, payable:
(Number)
[ ] monthly
or
[ ] quarterly
or
[ ] annually.
[ ] The Board of Directors fees deferred above per this
election shall be paid (subject to an Acceleration of
Payments under Section 6.2 of the Plan):
[ ] a. in a lump sum, or
[ ] b. in installment payments, payable:
(Number)
[ ] monthly
or
[ ] quarterly
or
[ ] annually.
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<PAGE>
Name _________________________________
SS # __________________________________
Employee#___________________________
________________________________________________________________
Secretary, SCANA Corporation Employee's or Board Member's
Signature
_____________ ____________
Date Date
(Rev. Jan. 1997)
48
<PAGE>
SCANA CORPORATION
VOLUNTARY 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 Voluntary Deferral Plan.
Beneficiary's Name
and Social Security Relationship
or Employer Beneficiary's to Dollars or
Identification No. Address Participant % Share
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. 1997)
49
<PAGE>
Exhibit 10-H
SCANA CORPORATION
SUPPLEMENTARY KEY EXECUTIVE
SEVERANCE BENEFITS PLAN
effective as of
October 21, 1997
50
<PAGE>
SCANA CORPORATION
SUPPLEMENTARY KEY EXECUTIVE
SEVERANCE BENEFITS PLAN
TABLE OF CONTENTS
Page
SECTION 1. ESTABLISHMENT AND PURPOSE 1
1.1 Establishment 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 7
SECTION 3. ELIGIBILITY AND PARTICIPATION 8
3.1 Eligibility 8
3.2 Termination of Participation 8
SECTION 4. BENEFITS 9
4.1 Right to SKESBP Benefits 9
4.2 Qualifying Termination 9
4.3 Description of SKESBP Benefits 9
4.4 Termination for Total and Permanent Disability 11
4.5 Termination for Retirement or Death 11
4.6 Termination for Cause or by Participant Other
Than for Good Reason 11
4.7 Notice of Termination 11
4.8 Participant's Obligations 12
4.9 Termination for Just Cause 12
4.10 Form and Timing of SKESBP Benefits 12
4.11 Tax Indemnity or "Gross-Up Payment." 12
4.12 Tax Computation 12
4.13 Subsequent Recalculation of Plan Liability 13
4.14 Benefits Under Other Plans 13
51
<PAGE>
SECTION 5. BENEFICIARY DESIGNATION 14
5.1 Designation of Beneficiary 14
5.2 Death of Beneficiary 14
5.3 Ineffective Designation 14
SECTION 6. GENERAL PROVISIONS 16
6.1 Contractual Obligation 16
6.2 Unsecured Interest 16
6.3 "Rabbi" Trust 16
6.4 Successors 16
6.5 Employment/Participation Rights 17
6.6 Nonalienation of Benefits 17
6.7 Severability 18
6.8 No Individual Liability 18
6.9 Applicable Law 18
6.10 Legal Fees and Expenses 18
6.11 Arbitration 18
SECTION 7. PLAN ADMINISTRATION, AMENDMENT AND TERMINATION 19
7.1 In General 19
7.2 Claims Procedure 19
7.3 Finality of Determination 19
7.4 Delegation of Authority 19
7.5 Expenses 19
7.6 Tax Withholding 19
7.7 Incompetency 19
7.8 Action by Corporation 20
7.9 Notice of Address 20
7.10 Amendment and Termination 20
SECTION 8. EXECUTION 22
52
<PAGE>
SCANA CORPORATION
SUPPLEMENTARY KEY EXECUTIVE
SEVERANCE BENEFITS PLAN
SECTION 1. ESTABLISHMENT AND PURPOSE
1.1 Establishment of the Plan. SCANA Corporation, a South
Carolina corporation, hereby establishes a severance plan to be
known as the "SCANA Corporation Supplementary Key Executive
Severance Benefits Plan" (hereinafter referred to as the "SKESB"
or "Plan"), as set forth in this document. The Plan is hereby
adopted as of October 21, 1997.
1.2Description 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:
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(a) "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, or cafeteria plan
(under Section 125 of the Code) maintained by the Company,
but excluding amounts received or receivable under all
incentive or other bonus plans.
(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 5 hereof.
(d) "Board" means the Board of Directors of SCANA
Corporation.
(e) "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 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;
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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 of Directors of SCANA as a
"Material Subsidiary," but such event shall represent a
Change in Control only with respect to a Participant
who has been exclusively assigned to SCE&G, South
Carolina Pipeline Corporation, or the affected Material
Subsidiary.
(f) "Code" means the Internal Revenue Code of 1986, as
amended.
(g) "Committee" means the Management Development and
Corporate Performance Committee of the Board.
(h) "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.
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(i) "Corporation" means SCANA Corporation, a South
Carolina corporation, or any successor thereto.
(j) "Effective Date of Termination" means the date on
which a Qualifying Termination occurs which triggers SKESBP
Benefits hereunder.
(k) "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.
(l) "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.
(m) "Exchange Act" means the Securities Exchange Act of
1934, as amended.
(n) "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 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;
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(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 6.3 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/her employment
for Good Reason shall not be affected by his/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.
(o) "Just Cause" means any one or more of the following:
(i) Willful and continued failure by a Participant to
substantially perform his/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;
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(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(o), 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.
(p) "Material Subsidiary" means any subsidiary of SCANA
designated by the SCANA Board of Directors as a Material
Subsidiary for purposes of Section 2.1(e)(v).
(q)"Participant" means an individual satisfying the
eligibility requirements of Section 3.
(r) "Person" means any individual 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).
(s) "Plan" means the SCANA Corporation Supplementary Key
Employee Severance Benefits Plan, as herein described.
(t) "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;
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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 (as defined in Rule 13d-3 of the
General Rules and Regulations of the Exchange Act),
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.
(u) "Qualifying Termination" means any of the events
described in Section 4.2 herein, the occurrence of
which triggers the payment of SKESBP Benefits
hereunder.
(v) "Retirement" means the Retirement of a
Participant at the "normal retirement age," as defined
in the Company's Tax Qualified Retirement Plan, as of
the Effective Date, or in accordance with any
Retirement arrangement established with the
Participant's consent with respect to the Participant.
(w) "SKESBP Benefit" means the benefits as provided
in Section 4.3 herein.
(x) "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 Employee Severance Benefits
Plan shall be a Participant automatically for purposes of this
Plan.
3.2 Termination of Participation. A Participant in this Plan
under subsection 3.1 above shall remain covered hereunder until
the date upon which his employment terminates for any reason and,
thereafter, so long as any benefits are payable from this Plan.
SECTION 4. BENEFITS
4.1 Right to SKESBP Benefits. A Participant shall be entitled
to receive from the Company SKESBP Benefits as described in
Section 4 herein, if there has been a Change in Control of the
Company 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.
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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 of the
Company 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 Company shall pay to
such Participant and provide him/her with the following benefits,
as determined by the Committee (or, for purposes of this Section
4, its designee) 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(i):
(a) An amount equal to three (3) times the sum of: (1) the
Participant's annual Base Salary in effect as of the Change
in Control, and (2) the greater of the Participant's full
targeted annual incentive opportunity in effect as of the
Change in Control or the Participant's average actual bonus
received during the prior three years;
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(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 a payout of the Participant's long-
term incentive opportunities at the full targeted award
level in effect under each existing long-term incentive plan
or program with respect to all performance periods which are
not completed as of the Change in Control;
(d) An amount equal to the present lump sum value (determined
using a reasonable interest rate determined by the Committee
or its designee) of the actuarial equivalent of the
Participant's accrued benefit under the SCANA Corporation
Retirement Plan and any supplemental retirement arrangement
applicable to the Participant (other than the SCANA
Corporation Key Employee Retention Plan) through the date of
the Change in Control, calculated with three additional years
of compensation at the participant's rate then in effect (in
each case to the extent applicable to calculating the
Participant's benefit):
(i) as though the Participant had attained age 65 and
completed 35 years of benefit service as of the date of
the Change in Control; and
(ii) without regard to any early retirement or other
actuarial reductions otherwise provided in any such
plan,
which benefit shall be offset by the actuarial
equivalent of the Participant's benefit provided by the
SCANA Corporation Retirement Plan. For purposes of
calculating the foregoing benefits, "actuarial
equivalent" shall be determined using the same methods
and assumptions in effect under the SCANA Corporation
Retirement Plan Plan, or any applicable individual
Participant agreement, immediately prior to the Change
in Control.
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(e) An amount equal to the present lump sum value
(determined based on the Participant's age as of the Change
in Control and based on a reasonable interest rate
assumption, determined by the Committee or its designee) of
the actuarial equivalent of the Participant's accrued
benefit through the Change in Control under the Company's
Key Employee Retention Plan which amount shall be calculated
as if the Participant's Compensation Base under such plan
was equal to the amount determined after applying cost-of-
living increases (as determined by the Committee or its
designee) to the Participant's annual base salary from the
date of the Change in Control until the earlier of the date
the Participant would reach age 65 or the date the
Participant would have otherwise completed 35 years of
service with the Company had he remained continuously
employed on and after the Change in Control. For purposes
of calculating the foregoing benefits, "actuarial
equivalent" shall be determined using the same methods and
assumptions in effect under the SCANA Corporation Key
Employee Retention Plan, immediately prior to the Change in
Control;
(f) An amount equal to the value of the amounts credited to
each Participant's Deferred Compensation Account under the
SCANA Corporation Voluntary Deferral Plan as of the date of
such Change in Control plus accumulated Growth Increments,
as defined in such Plan, 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.
(g) An amount equal to the value of the amounts credited to
each Participant's SVDP Ledger under the SCANA Corporation
Supplementary Voluntary Deferral Plan as of the date of such
Change in Control plus interest on such amounts at the prime
interest rate charged from time to time by the Wachovia Bank
of South Carolina, N.A. to the end of the month prior to the
month such amounts are distributed to each Participant.
(h) A single sum amount equal to the total cost of coverage
for medical coverage, long-term disability coverage, and
LifePlus coverage, as determined in the discretion of the
Committee, 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 Change in Control; and
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(i) 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 Company, if a Participant's employment
is terminated due to Total and Permanent Disability, the
Participant shall receive his/her 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 then in effect.
4.5 Termination for Retirement or Death. Following a Change in
Control of the Company, if a Participant's employment is
terminated by reason of his/her Retirement or by reason of
his/her death, the Participant's benefits shall be determined in
accordance with the Company's retirement, survivor's benefits,
insurance, and other applicable 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 (or upon
a Change in Control described in Section 2.1(e) 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.
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4.8Participant'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.
4.9Termination 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
Severance Benefits shall be payable to the Participant under
this Plan.
4.10Form and Timing of SKESBP Benefits. The SKESBP Benefits
described in Section 4.3, together with the payments
described in Section 4.11 and Section 4.12 shall be paid in
cash to a qualifying Participant in a single lump sum as
soon as practicable following the Effective Date of
Termination, but in no event beyond thirty (30) days from
such date.
4.11Tax Indemnity or " Gross-Up Payment". Notwithstanding
anything in this Plan to the contrary, the benefits
described in Section 4.3 (referred to as each Participant's
"SKESBP Benefit") 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 SKESBP Benefit and
the Gross-Up Payment provided for by this Section 4.11 shall
be equal to the value of the Participant's SKESBP Benefit.
4.12 Tax Computation. For purposes of determining the amount of
the Gross-Up Payment referred to in Section 4.11, whether any of
a Participant's SKESBP Benefit will be subject to the Excise Tax,
and the amounts of such Excise Tax: (i) there shall be taken into
account all other payments or benefits received or to be received
by a Participant in connection with a Change in Control of the
Corporation (whether pursuant to the terms of this Plan or any
other plan, arrangement, or agreement with the Corporation, any
person whose actions result in a Change in Control of the
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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 or her Beneficiary) by reason
of such payment shall be determined in accordance with a
customary "gross-up formula," as determined by the Committee it
its sole discretion.
4.13 No Subsequent Recalculation of Plan Liability. The Gross-Up
Payments described in Sections 4.11 and 4.12 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
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 or her
Beneficiary) ultimately determined as owed.
4.14 Benefits Under Other Plans. Any other amounts due the
Participant or his or her 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.
(a) A beneficiary who is a Beneficiary for purposes of the
SCANA Corporation Key Employee Severance Benefit 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 the Beneficiary
designation:
(i) ascertain that the designation has been signed,
and if it has not been, return it to the Participant
for his signature;
(ii) if signed, stamp the designation "Received",
indicate the date of receipt, and initial the
designation in the proximity of the stamp.
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5.2 Death of Beneficiary.
(a) In the event that all 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 of 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.
(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 from a
Participant's account when due. Payment of account balances
shall be made out of the general funds of the Corporation as
determined by the Board without any restriction of the assets of
the Corporation relative to the payment of such contractual
obligations; the Plan is, and shall operate as, an unfunded plan.
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6.2Unsecured 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. In connection with this Plan, the Board
shall establish a grantor trust (known as the "SCANA Corporation
Executive Benefit Plan Trust") for the purpose of accumulating
funds to satisfy the obligations incurred by the Corporation
under this Plan (and such other plans and arrangements as
determined from time to time by the Corporation). At any time
prior to a Change in Control, as that term is defined in such
Trust, the Corporation may transfer assets to the Trust to
satisfy all or part of the obligations incurred by the
Corporation under this Plan, as determined in the sole discretion
of the Committee, subject to the return of such assets to the
Corporation at such time as determined in accordance with the
terms of such Trust. Any assets of such Trust shall remain at
all times subject to the claims of creditors of the Corporation
in the event of the Corporation'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 Corporation.
6.4 Successors. 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. Failure of
the Company to obtain such assumption and agreement prior to the
effectiveness of any such succession shall be a breach of this
Plan and shall entitle each Participant to compensation from the
Company in the same amount and on the same terms as they would be
entitled hereunder if terminated voluntarily for Good Reason,
except for the purposes of implementing the foregoing, the date
on which any such succession becomes effective shall be deemed
the Effective Date of Termination.
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6.5 Employment/Participation Rights.
(a) Nothing in the Plan shall interfere with or limit in
any way the right of the Company to terminate any
Participant's employment at any time, nor confer upon any
Participant any right to continue in the employ of the
Company.
(b) Nothing in the Plan shall be construed to be evidence
of any agreement or understanding, express or implied, that
the Company will continue to employ a Participant in any
particular position or at any particular rate of
remuneration.
(c) No employee shall have a right to be selected as a
Participant, or, having been so selected, to be selected
again as a Participant.
(d) Nothing in this Plan shall affect the right of a
recipient to participate in and receive benefits under and
in accordance with any pension, profit-sharing, deferred
compensation or other benefit plan or program of the
Corporation.
(e) Participation in this Plan shall constitute the entire
agreement between the Company and each Participant and shall
supersede those provisions of any employment agreement with
the Company affecting a Participant's rights to receive
benefits as a result of his/her termination of employment
within twenty-four (24) months following a Change in Control
of the Company. In all other respects, any employment
agreement shall continue in full force and effect.
6.6 Nonalienation of Benefits.
(a) No right or benefit under this Plan shall be subject to
anticipation, alienation, sale, assignment, pledge,
encumbrance, or change, and any attempt to anticipate,
alienate, sell, assign, pledge, encumber or change the same
shall be void; nor shall any such disposition be compelled
by operation of law.
(b) No right or benefit hereunder shall in any manner be
liable for or subject to the debts, contracts, liabilities,
or torts of the person entitled to benefits under the Plan.
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(c) If any Participant or Beneficiary hereunder should
become bankrupt or attempt to anticipate, alienate, sell,
assign, pledge, encumber, or change any right or benefit
hereunder, then such right or benefit shall, in the
discretion of the Committee, cease, and the Committee shall
direct in such event that the Corporation hold or apply the
same or any part thereof for the benefit of the Participant
or Beneficiary in such manner and in such proportion as the
Committee may deem proper.
6.7 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.
6.8 No Individual Liability. It is declared to be the express
purpose and intention of the Plan that no liability whatsoever
shall attach to or be incurred by the shareholders, officers, or
directors of the Corporation or any representative appointed
hereunder by the Corporation, under or by reason of any of the
terms or conditions of the Plan.
6.9 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.
6.10 Legal Fees and Expenses. The Company shall pay all legal
fees, costs of litigation, and other expenses incurred in good
faith by each Participant as a result of the Company's refusal to
provide the SKESBP Benefits to which the Participant becomes
entitled under this Plan, or as a result of the Company's
contesting the validity, enforceability, or interpretation of the
Plan.
6.11 Arbitration. Each Participant shall have the right and
option to elect (in lieu of litigation) to have any dispute or
controversy arising under or in connection with the Plan settled
by arbitration, conducted before a panel of three (3) arbitrators
sitting in a location selected by the Participant within fifty
(50) miles from the location of his or her job, in accordance
with the rules of the American Arbitration Association then in
effect. Judgment may be entered on the award of the arbitrator
in any court having jurisdiction. All expenses of such
arbitration, including the fees and expenses of the counsel for
the Participant, shall be borne by the Company.
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SECTION 7. PLAN ADMINISTRATION, AMENDMENT AND TERMINATION
7.1 In General. This Plan shall be administered by the
Committee, 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 Committee shall maintain records, make the requisite
calculations and disburse payments hereunder, and its
interpretations, determinations, regulations and calculations
shall be final and binding on all persons and parties concerned.
The Committee may adopt such rules as it deems necessary,
desirable or appropriate in administering this Plan and the
Committee may act at a meeting, in a writing without a meeting,
or by having actions otherwise taken by a member of the Committee
pursuant to a delegation of duties from the Committee.
7.2 Claims Procedure. Any person dissatisfied with the
Committee's determination of a claim for benefits hereunder must
file a written request for reconsideration with the Committee.
This request must include a written explanation setting forth the
specific reasons for such reconsideration. The Committee shall
review its determination promptly and render a written decision
with respect to the claim, setting forth the specific reasons for
such denial written in a manner calculated to be understood by
the claimant. Such claimant shall be given a reasonable time
within which to comment, in writing, to the Committee with
respect to such explanation. The Committee shall review its
determination promptly and render a written decision with respect
to the claim. Such decision upon matters within the scope of the
authority of the Committee shall be conclusive, binding, and
final upon all claimants under this Plan.
7.3 Finality of Determination. The determination of the
Committee as to any disputed questions arising under this Plan,
including questions of construction and interpretation, shall be
final, binding, and conclusive upon all persons.
7.4 Delegation of Authority. The Committee may, in its
discretion, delegate its duties to an officer or other employee
of the Company, or to a committee composed of officers or
employees of the Company.
7.5 Expenses. The cost of payment from this Plan and the
expenses of administering the Plan shall be borne by the
Corporation.
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7.6 Tax Withholding. The Corporation shall have the right to
deduct from all payments made from the Plan any federal, state,
or local taxes required by law to be withheld with respect to
such payments.
7.7 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 7.7 shall be a complete discharge
of liability therefor under the Plan.
7.8 Action by Corporation. Any action required or permitted to
be taken hereunder by the Corporation or its Board shall be taken
by the Board, or by any person or persons authorized by the
Board.
7.9 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 Corporation, shall constitute a
complete acquittance and discharge to the Corporation and any
director or officer with respect thereto, unless the Corporation
shall have received prior written notice of any change in the
condition or status of the distributee. Neither the Corporation
nor any director or officer shall have any duty or obligation to
search for or ascertain the whereabouts of the Participant or his
Beneficiary.
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7.10 Amendment and Termination. The Corporation expects the
Plan to be permanent, but since future conditions affecting the
Corporation cannot be anticipated or foreseen, the Corporation
reserves the right to amend, modify, or terminate the Plan at any
time by action of its Board at any time prior to a Change in
Control, pursuant to a Board resolution adopted by a vote of two-
thirds (2/3) of the Board members then serving on the Board.
Upon any such amendment, and except as provided hereunder upon
the occurrence of a Change in Control, each Participant and his
Beneficiary(ies) shall only be entitled to such benefits as
determined by the Board pursuant to such amendment. Upon any
such termination, and except as provided hereunder upon the
occurrence of a Change in Control, no Participant or
Beneficiary(ies) shall be entitled to any further benefits
hereunder, unless determined otherwise by the Board, in its sole
discretion.
Notwithstanding the foregoing, 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
without the express written consent of all of the Plan's
Participants covered by the Plan at such time.
Notwithstanding the above, however, in the event a Change in
Control occurs during the term of the Plan, this Plan will
remain in effect until all benefits have been paid to all
Participants existing at the time of the Change in Control.
SECTION 8. EXECUTION
IN WITNESS WHEREOF, the Company has caused this SCANA
Corporation Supplementary Key Executive Severance Benefits Plan
to be executed by its duly authorized officer this 11th day of
December, 1997, to be effective as of of October 21, 1997.
SCANA Corporation
By: s/W. B. Timmerman
W. B. Timmerman
Title: Chairman, President and Chief
Executive Officer
ATTEST:
s/Lynn M. Williams
Lynn M. Williams
Secretary
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Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Post-Effective
Amendment No. 1 to Registration Statement No. 33-49333 on Form S-8,
Post Effective Amendment No. 1 to Registration Statement No. 33-
55861 on Form S-3, Post-effective Amendment No. 2 on Registration
Statement No. 33-50571 on Form S-3, Post-Effective Amendment No. 1
to Registration Statement No. 33-56923 on Form S-8, Registration
Statement No. 333-18149 on Form S-3 and Registration Statement No.
333-18973 and 333-44885 on Form S-8 of our report dated March
11, 1998 on the SCANA Corporation Stock Purchase-Savings Plan
appearing in this Annual Report on Form 10-K of SCANA Corporation
for the year ended December 31, 1997, as amended.
s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Columbia, South Carolina
April 14, 1998
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