Registration Statement No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SCANA CORPORATION
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(Exact name of registrant as specified in its charter)
South Carolina
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(State or other jurisdiction of incorporation or organization)
57-0784499
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(I.R.S. Employer Identification No.)
1426 MAIN STREET, COLUMBIA, SOUTH CAROLINA 29201 (803) 217-9000
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
H. T. Arthur,II
Senior Vice President, General Counsel and Assistant Secretary
SCANA CORPORATION
1426 Main Street
Columbia, SC 29201
(803)217-8547
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(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Elizabeth B. Anders
McNair Law Firm, P.A.
1301 Gervais Street
Columbia, SC 29201
(803) 799-9800
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
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If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box: [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of this prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each Amount of maximum maximum
class of shares offering aggregate Amount of
securities to to be price offering registration
be registered registered per unit* price* fee
Common Stock 3,000,000 24.84375 74,531,250 20,720
* Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee based
on the average of the high and low prices of SCANA Corporation common stock
as reported on the New York Stock Exchange, Inc., on September 6, 1999.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
Pursuant to Rule 429, the Prospectus includes 486,954 shares of Common
Stock previously registered in Registration Statement No. 333-18149, for
which a filing fee of $3,800 was remitted to the commission at the time of
its registration.
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SHARES
SCANA CORPORATION
COLUMBIA, SC 29218
TELEPHONE: 1-800-763-5891
New York Stock Exchange Trading Symbol: SCG
Internet address: http://www.scana.com/
COMMON STOCK
SCANA INVESTOR PLUS PLAN
PROSPECTUS
September 9, 1999
The Plan may purchase shares on the open market or directly from SCANA. The
price of shares purchased on the open market on an investment date will be the
weighted average of all shares purchased for the Plan on that day. The price of
shares purchased directly from SCANA on an investment date will be the average
of the high and low sales prices of SCANA stock on the previous business day.
Neither the Securities and Exchange Commission nor any state securities
regulator has approved or disapproved of these securities or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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PROSPECTUS
SCANA CORPORATION
SCANA INVESTOR PLUS PLAN PROSPECTUS
TABLE OF CONTENTS
Page 2 Plan Features -
Frequently Asked Questions
Page 4 Who Runs the Plan
SCANA Telephone Numbers, Mailing Address, etc.
Who Pays the Plan's Costs
How to Enroll in the Plan
Page 6 Cash Payments
Dates When Shares are Purchased
Page 7 Summary of Important Dates
Price of Purchased Shares
Plan Statements
Page 8 How to Obtain Share Certificates
Sale of Shares
Page 9 Transfer of Shares
Changing Your Enrollment Status or Terminating Participation
Page 10 Death of a Plan Participant
Tax Consequences of Plan Participation
Stock Splits, Stock Dividends and Rights Offerings
Voting Rights
Page 11 Liability Limitation
Changes to the Plan
Acceptance of Terms and Conditions of the Plan
by Participants
Description of SCANA
Page 12 Use of Proceeds
Experts
Legal Matters
Available Information
Page 13 Documents Incorporated by Reference
If There Are Inconsistencies
Our prospectus is an offer to sell our securities only in jurisdictions where
the offering is lawful. If you reside in a jurisdiction where it is not lawful
to make the offering, you will not be able to participate in the Plan.
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PLAN FEATURES - Frequently Asked Questions
The SCANA Investor Plus Plan offers you convenient and economical ways to
buy, hold and sell shares of SCANA Corporation common stock. Below are some
frequently asked questions and answers about the SCANA Investor Plus Plan:
(1) Who is eligible to participate in the SCANA Investor Plus Plan? Any
United States resident may purchase shares through the SCANA Investor
Plus Plan. Residents of some states will receive our information from a
registered broker-dealer.
(2) What is the minimum initial investment for the purchase of shares by a
person who is not currently a SCANA or South Carolina Electric & Gas
Company ("SCE&G") stockholder? $250
(3) What are our minimum and maximum cash payments? Our minimum is $25 per
payment and our maximum is $100,000 in a calendar year.
(4) How is the price of purchased shares determined? For shares purchased
on the open market, the price of your shares will be the weighted
average price of all shares purchased for that investment day (1st or
15th). This will include any brokerage commission and/or taxes and
service charges. For shares purchased directly from SCANA, we average
the high and low sale prices of the common stock listed on the New
York Stock Exchange on the business day before the purchase.
For shares purchased on the open market, the commission charge will be
$.06 per share.
(5) Will the Plan return to purchasing shares directly from SCANA? It may.
However, the Plan may not change from open market to direct purchase
more than once in any three month period.
(6) How often are shares purchased by the Plan? The Plan invests in
shares twice a month - usually on the 1st and 15th. All cash received
at least two business days prior to an investment date and all
reinvested dividends are sent to the Plan's custodian (currently
Merrill Lynch) on the investment date. The Plan has no control over
the date on which the custodian purchases shares on the open market.
When shares are purchased directly from SCANA, the custodian purchases
the shares on the date the funds are received by the custodian. We
have schedules of the due dates and we will send one to you upon
request.
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(7) Is there a fee for selling shares through the Plan? Yes, a brokerage
commission is charged for selling shares through the Plan. The fee is
based on the number of shares sold and the price per share. We will
estimate the commission for you before you sell if you call.
(8) Are there any other fees? There are no fees other than purchase and sale
commissions associated with our Plan at present.
(9) When are statements sent? We will send you a statement every time you
make a purchase or there is other activity in your account such as a
withdrawal or sale. Also, we always send a quarterly statement shortly
after January 1, April 1, July 1 and October 1. Please keep your
statements. You will need them for tax purposes.
(10) Will SCANA send gift certificates? Absolutely. When you purchase shares
for another person (or transfer shares from your own account to another
person) and want us to send a gift certificate, let us know. Please send
any Christmas gift requests before December 1.
(11) Can you transfer shares from one account to another? Of course. We will
send the required form upon request.
(12) Will SCANA issue a stock certificate for shares purchased? Yes. We will
be happy to issue a stock certificate. Please notify us in writing when
you want one. We do not issue certificates for partial shares.
(13) If shares are held in "street name" by a stockbroker, can they
participate in the Investor Plus Plan? No. You must ask your
stockbroker to have the shares issued to you in a stock certificate if
you want the shares to participate in the Plan.
(14) Are SCANA dividends taxable income? Yes. Even reinvested dividends are
taxable income. We will send you a Form 1099 indicating your SCANA
dividend income for the year.
(15) Can you receive dividends in cash for shares held in a Plan account?
Sure. Just let us know how you want your dividends handled, and we will
follow your instructions. We have a form which can be used for this
purpose. We will mail it to you upon request.
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WHO RUNS THE PLAN
SCANA's Shareholder Services Department administers the Plan, keeps the
records and sends statements. Merrill Lynch, current custodian, acquires, holds
and sells the shares on behalf of Plan participants. The telephone numbers and
address for Plan matters are shown in the box below.
SCANA Telephone Numbers, Mailing Address, etc.
FOR INFORMATION ABOUT THE SCANA INVESTOR PLUS PLAN:
SCANA's Toll-Free Shareholder Services Number: 1-800-763-5891
Shareholder Services Local Number: 1-803-217-7817
Fax 1-803-217-7389
Any payments and all correspondence should be mailed to:
Shareholder Services 054
SCANA Corporation
Columbia, SC 29218-0002
Please include your account number or social security number on all checks and
money orders and on all correspondence, as well as a telephone number where you
can be reached during regular business hours.
WHO PAYS THE PLAN'S COSTS
We pay all of the administrative costs of the Plan. You will pay a
brokerage commission when the Plan shares are purchased by the custodian on the
open market. When the Plan buys the common stock directly from the Company, you
pay no brokerage commission. You will pay your portion of the brokerage
commissions and other costs if the Plan sells your common stock for you.
HOW TO ENROLL IN THE PLAN
If you are already a stockholder of SCANA or SCE&G we will enroll your
shares in the SCANA Investor Plus Plan when we receive your completed and signed
authorization form (which we will send to you upon request).
If you are already a stockholder you may:
(1) reinvest all or part of the dividends earned by your SCANA common
stock and/or your SCE&G preferred stock (we will purchase only shares
of SCANA common stock with your dividends);
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(2) make additional investments of up to $100,000 per calendar year (the
minimum payment we can accept is $25). We can draft your bank account
on a monthly basis if you want to make investments;
(3) send us your stock certificates for safekeeping in the Plan;
(4) receive dividends on Plan shares by check or electronic deposit (We
have a form for electronic deposit. Let us know if you need it); and
(5) purchase shares for family members or others and have gift
certificates sent to recipients.
If you are not currently a stockholder of SCANA or SCE&G, we will establish
your account (which will include all of the above features) when you send us an
initial investment of at least $250 along with a completed enrollment form.
Please notify us if you would like an enrollment form sent to you.
You may receive enrollment information from a broker-dealer rather than
directly from SCANA. Some state securities laws require that a registered
broker-dealer send information to their residents; therefore, a registered
broker-dealer will forward the prospectus and enrollment form to residents of
those states.
Below is some important information about dividend record dates and
dividend payment dates that will affect reinvestment of your dividends. The
SCANA Corporation Board of Directors sets dividend record dates and payment
dates on a quarterly basis; however, the following dates have generally applied
in the past:
Record Date Payment Date
December 10 January 1
March 10 April 1
June 10 July 1
September 10 October 1
If your account is enrolled for reinvestment of dividends before a record
date, your dividends can be reinvested on the next dividend payment date. For
instance, if you enroll prior to December 10, your January 1 dividend can be
reinvested. We will confirm receipt of your enrollment form.
What about "street name" accounts? If your SCANA stock or SCE&G preferred
stock is held by a stockbroker in "street name," you must have the stockbroker
have the stock issued to you in your own name if you want the shares to
participate in the SCANA Investor Plus Plan.
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We will gladly send you an enrollment form if you are not already a
stockholder or an authorization form if you are currently a stockholder. If you
would like to have either sent to you, call 1-800-763-5891.
CASH PAYMENTS
Minimum Payment $25 per investment date
Maximum Payment $100,000 per calendar year
You may purchase additional shares of common stock with cash payments. Once
you are enrolled in the Plan, you may send payments to SCANA of at least $25 per
payment and not more than $100,000 in a calendar year. All checks are subject to
collection by SCANA and must be in United States dollars.
Your payment may be made by check, money order or bank draft (automatic
monthly debit of your bank account). Please contact us if you are interested in
the bank draft option. The minimum payment of $25 also applies to your bank
draft.
You will not be paid interest on your cash payments that are received prior
to the purchase of shares; therefore, you should send your payments to be
received as close to the payment due date as possible. The payment due date is
two full business days prior to the investment date.
If your check or other payment is returned because of insufficient
funds or any other reason, you must make the check or payment good within 15
calendar days after we notify you of the problem. If the payment is not made
good, we will sell the shares purchased for you and report the sale to the
Internal Revenue Service as we are required to do. You may have a tax liability
for the sale.
SCANA will refund your payment upon request if the request is received at
least three business days prior to the investment date.
If you purchase shares through the Plan and fail to specify whether or not
you want the dividends paid in cash or reinvested, we will reinvest the
dividends earned by these shares.
DATES WHEN SHARES ARE PURCHASED
Investment Dates: Around the 1st and 15th of every month
We send cash to the custodian twice monthly, usually on the 1st and 15th.
Of course, all these dates are subject to adjustment for weekends and holidays.
We must have all funds in hand at least two FULL business days prior to the
investment date. If you would like to have a list of the payment due dates and
investment dates, let us know, and we will send it to you. We process bank
drafts on the 25th of the month, and all bank draft investments are sent to the
custodian on the first of the month. The Plan has no control over the dates on
which the custodian purchases shares on the open market. When shares are
purchased directly from SCANA, the custodian purchases the shares on the date
the funds are received by the custodian.
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HERE IS A SUMMARY OF IMPORTANT DATES
Dividend Record Date If you own stock on a record date, you
will receive the next dividend payment.
Dividend Payment Date Date the dividend is paid.
Investment Dates We invest twice monthly - usually on the 1st
and 15th
Payment Due Date Two full business days prior to the
investment date.
Sale Dates We sell shares at least once every week.
PRICE OF PURCHASED SHARES
The price of shares purchased on the open market will be the weighted
average of the prices, including any brokerage commission and applicable taxes,
for all shares purchased for the Plan for each investment date.
The price of shares purchased directly from SCANA will be the average of
the high and low prices of our common stock on the business day just prior to
the purchase.
As you know, the price of common stock fluctuates daily, and we have no
control over this. You must bear the market risk associated with fluctuations in
the price of common stock.
We allocate shares to three decimal places, so be aware that there will
always be a partial share in your Plan account. This practice allows full
investment of your dividends and cash payments.
PLAN STATEMENTS
We mail statements as follows:
(1) after each quarterly dividend is paid;
(2) after investments on the 1st and 15th of the month for those who
send in cash payments; and
(3) after any account activity such as a sale or withdrawal of
shares.
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The statements show the date of the purchase, the amount invested, the
share price paid and the number of shares purchased with each investment, as
well as the accumulated total shares held in your Plan account. The statements
also show any withdrawals or sales.
You should keep your statements for tax purposes. Statements give you
the original cost of the shares. You will need this cost basis to determine gain
or loss if you sell your shares.
Your certificated shares (shares represented by actual stock certificates)
will show on your quarterly statements only (January 1, April 1, July 1 and
October 1). The certificated shares will also show on statements sent to you
when you make optional cash investments. The certificated shares will NOT show
on statements issued at other times.
You may detach the top portion of any statement and use it to send
instructions to us. We include return envelopes along with the statements; but
if you don't have one, our address is in the bottom right corner of the
statement. Be sure to sign any instructions sent to us.
We will mail a l099-DIV form to you by January 31 of each year. This is the
form you need for your income tax records.
HOW TO OBTAIN SHARE CERTIFICATES
You may obtain a stock certificate for any or all of the whole shares held
in your Plan account at any time without charge. We do not issue certificates
for partial shares.
Withdrawal of shares requires notification in writing signed by all account
owners. You may use the top of any statement for this purpose, write a letter,
or request a withdrawal form.
If you request withdrawal of all your shares between a dividend record date
and the payment date, there will be a delay until after payment of the dividend
before the shares can be sent to you.
SALE OF SHARES
We will sell your Plan shares for you if you notify us in writing. We do
not take telephone requests to sell shares, and we require signatures of all
owners to sell shares.
If you want us to sell your certificated shares, you must send the stock
certificates to us with instructions to sell signed by all owners of the stock.
We also have a form which instructs us to sell certificated shares. Let us know
if you need one. Please mail stock certificates by certified or registered mail
for safety.
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We sell shares once a week. If you want specific details about when sales
are being processed during any given week, call us at 1-800-763-5891.
We sell shares on the open market at prevailing market prices. The price
you will receive for your shares is the weighted average sales price of all
shares sold by the custodian on the day of sale - minus any brokerage commission
and/or service charges or taxes. We will mail the proceeds of your sale to you
by First Class Mail. We will be happy to estimate the commission for you if you
call. Sales are reported at year-end to both you and the Internal Revenue
Service.
The custodian has total authority over when shares are sold. This timing
cannot be influenced by SCANA or the participant, and you must bear the market
risk associated with fluctuations in the price of common stock. If you want to
negotiate the price at which your shares are to be sold, it will be necessary
for you to request a stock certificate and engage the services of a stockbroker
to handle the sale for you. We will sell partial shares only if you sell all
your shares.
If you request the sale of all your shares between a dividend record date
and the dividend payment date, the sale will be delayed until after payment of
the dividend. (For example, if we receive your request on September 15 to sell
all your shares, the sale will not be processed until after October 1.)
TRANSFER OF SHARES
We will transfer shares for you at no cost. You may:
(1) transfer shares to an existing Plan account; or (2) establish a
new Plan account; or (3) have a stock certificate issued
in another person's name.
At the time of your request, please provide the name, address and social
security number of the person receiving the shares. We will not transfer partial
shares unless you are transferring all of the shares in your Plan account to
another Plan account.
All transfers require the MEDALLION guaranteed signatures of all account
owners. Most banks and stockbrokers can MEDALLION guarantee your signature. Our
transfer forms have complete instructions. Call 1-800-763-5891 for a transfer
form.
We will send a gift certificate for shares transferred to a new (or
existing) Plan account if you request it.
CHANGING YOUR ENROLLMENT STATUS OR TERMINATING PARTICIPATION
You can change your enrollment status at any time. You may decide to stop
reinvesting all your dividends and reinvest only part of them, or you may decide
you would rather have your dividends paid to you by check or electronic deposit.
You must notify us in writing if you want to change your enrollment status, and
all owners must sign each request. We have a form you may use to make a change
in your enrollment status. We will send it upon request.
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Any request for change of status received between a dividend record date
and the dividend payment date will be delayed until after payment of the
dividend.
You may terminate your participation in the Plan at any time by notifying
us in writing. We can send you a certificate for all whole shares in your Plan
account and a check representing the sale of the partial share, or we can sell
all the shares for you. This, too, requires notification in writing signed by
all owners. You can use the top of your statement for this notification or write
us a letter, or we can send you a form for this purpose.
Again, if you decide to terminate your participation in the Plan between
the dividend record date and the dividend payment date, there will be a delay
until after the dividend is paid and the resulting shares are posted to your
account.
DEATH OF A PLAN PARTICIPANT
Upon notification of death, we will send complete, easy-to-understand
instructions to the legal representative of your estate, or the joint owner of
your shares, outlining requirements to transfer the shares to a new
registration.
TAX CONSEQUENCES OF PLAN PARTICIPATION
Dividends paid by SCANA Corporation or its subsidiary, SCE&G, are
considered taxable income - whether paid in cash or reinvested. Any dividends
paid to you in cash or reinvested for you will be reported at year end to you
and the Internal Revenue Service.
The sale of any shares through our Plan will be reported to you and the
Internal Revenue Service. You can develop the cost basis of your shares from
your statements.
Since each stockholder's financial situation is different, you should
consult your individual tax advisor concerning any tax questions you may have
about Plan participation.
STOCK SPLITS, STOCK DIVIDENDS AND RIGHTS OFFERINGS
Any stock dividends or split shares distributed by SCANA on your Plan
shares will be added to your account. Dividends earned by these shares will be
reinvested unless you notify us to the contrary. If SCANA should determine to
offer securities through a rights offering, you will receive rights based upon
the total number of whole shares in your account.
VOTING RIGHTS
You have the right to exercise all voting rights for the whole shares
credited to your account. You may vote in person or by proxy. Your proxy card
will show the number of shares you own including both your Plan shares and your
certificated shares registered in the exact same name and social security
number. If you decide to vote in person, please notify the corporate secretary
before the meeting begins.
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If no instructions are received on your signed and dated proxy card, all
your shares will be voted in accordance with recommendations of SCANA's
management. If you do not return the proxy card or don't sign it, your shares
will not be voted.
LIABILITY LIMITATION
Neither SCANA nor the custodian will be liable for any act (or omission of
any act) done in good faith. This applies without limitation to the prices at
which your shares are purchased or sold when purchases or sales are made and the
fluctuations in market price.
You are cautioned that this prospectus does not represent a change in
SCANA's dividend policy or a guarantee of future dividends. Dividends depend
upon SCANA's earnings, financial requirements, governmental regulations and
other factors.
You must recognize that neither SCANA nor the custodian can assure you of a
profit or protect you against a loss on shares of common stock purchased or sold
through the SCANA Investor Plus Plan.
CHANGES TO THE PLAN
SCANA reserves the right to amend, modify or terminate the Plan at any time
in whole or in part. Notice of any significant amendment or modification will be
mailed to you. If the Plan is terminated by SCANA, we will mail certificates to
you for the whole shares along with a check for sale of the partial share.
ACCEPTANCE OF TERMS AND CONDITIONS OF THE PLAN BY PARTICIPANTS
The terms and conditions of the Plan and its operation are governed by the
laws of the State of South Carolina. When you complete and sign the enrollment
form or the authorization form, you are bound by the provisions of the Plan, any
subsequent Plan amendments and all actions by SCANA and the custodian in
operation of the SCANA Investor Plus Plan. This also applies to heirs,
executors, administrators and legal representatives of Plan participants.
DESCRIPTION OF SCANA
SCANA is an energy-based holding company which engages principally in
regulated electric and natural gas utility operations, telecommunications and
other energy-related businesses.
The principal offices of SCANA are located at 1426 Main Street, Columbia,
SC 29201. SCANA's telephone number is 803-217-9000 and its mailing address is
Columbia, SC 29218-0002.
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USE OF PROCEEDS
If shares of common stock are purchased directly from SCANA, the net
proceeds will be used for general corporate purposes.
EXPERTS
The financial statements incorporated in this prospectus by reference from
the Company's Annual Report on Form 10-K for the year ended December 31, 1998
have been audited by Deloitte & Touche LLP, independent auditors as stated in
their report, which is incorporated herein by reference and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
LEGAL MATTERS
Certain legal matters have been reviewed for SCANA by H. Thomas Arthur, II
of Columbia, South Carolina, who is Senior Vice President, General Counsel and
Assistant Secretary of SCANA. On August 31, 1999, Mr. Arthur beneficially owned
9,415 shares of common stock.
AVAILABLE INFORMATION
We file annual and quarterly reports and other information with the U. S.
Securities and Exchange Commission (SEC). You may read and copy this information
at the SEC's public reference room at 450 Fifth Street NW, Washington, DC 20549.
You may obtain information on the operation of the public reference room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that
contains reports, proxy and information statements and other information
regarding issuers that file electronically with the SEC. The address of the site
is http://www.SEC.gov.
Since our common stock trades on the New York Stock Exchange, you may also read
our filings at the Stock Exchange offices at 20 Broad Street, New York, NY
10005.
Also, we will provide you (free of charge) with any of the documents
incorporated by reference. Call or write:
H. John Winn, III
Manager-Investor Relations and Shareholder Services
SCANA Corporation
Columbia, SC 29218
(803) 217-9240
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DOCUMENTS INCORPORATED BY REFERENCE
This prospectus does not repeat important information that you can find in
our registration statement, reports and other documents that we file with the
SEC under the Securities Exchange Act of 1934. The SEC allows us to "incorporate
by reference," which means that we can disclose important information to you by
referring you to other documents which are legally considered to be a part of
this prospectus. These documents are as follows:
(1) SCANA's Annual Report on Form 10-K/A for the year ended December 31,
1998, as amended.
(2) SCANA's Quarterly Report on Form 10-Q for the quarters ended March 31,
1999 and June 30, 1999.
(3) SCANA's Current Report on Form 8-K dated February 16, 1999. (4) The
description of our common stock which is contained in
the Company's Registration Form 8-B dated November 7, 1984, as amended
May 26, 1995.
(5) All documents filed by SCANA under Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this prospectus and prior to the
termination of this offering.
IF THERE ARE INCONSISTENCIES
As you read the above documents, you may find some inconsistencies in
information from one document to another. If you find inconsistencies between
the documents and this prospectus, you should rely on the statements made in the
most recent document.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission filing fee $20,720
Printing and engraving fees 7,500*
Mail costs 6,900*
Legal fees and expenses 5,000*
Blue Sky fees and expenses 1,000*
Accounting services 2,000*
Miscellaneous 1,000*
Total $44,120
*Estimated
Item 15. Indemnification of Directors and Officers.
The South Carolina Business Corporation Act of 1988, and the
Registrant's Bylaws provide for indemnification of the Registrant's directors
and officers in a variety of circumstances, which may include indemnification
for liabilities under the Securities Act of 1933, as amended (the "Securities
Act"). Under Sections 33-8-510, 33-8-550 and 33-8-560 of the South Carolina
Business Corporation Act of 1988, as amended, a South Carolina corporation is
authorized generally to indemnify its directors and officers in civil or
criminal actions if they acted in good faith and reasonably believed their
conduct to be in the best interests of the corporation and, in the case of
criminal actions, had no reasonable cause to believe that the conduct was
unlawful. The Registrant's Bylaws require indemnification of directors and
officers with respect to expenses actually and necessarily incurred by them in
connection with the defense or settlement of any action, suit or proceeding in
which they are made parties by reason of having been a director or officer,
except in relation to matters as to which they shall be adjudged to be liable
for willful misconduct in the performance of duty and to such matters as shall
be settled by agreement predicated on the existence of such liability. In
addition, the Registrant carries insurance on behalf of directors, officers,
employees and agents that may cover liabilities under the Securities Act.
Finally, as permitted by Section 33-2-102 of the South Carolina Business
Corporation Act of 1988, the Registrant's Restated Articles of Incorporation
provide that no director of the Company shall be liable to the Company or its
stockholders for monetary damages for breach of his fiduciary duty as a director
occurring after April 26, 1989, except for (i) any breach of the director's duty
of loyalty to the Registrant or its stockholders, (ii) acts or omissions not in
good faith or which involve gross negligence, intentional misconduct or a
knowing violation of law, (iii) certain unlawful distributions or (iv) any
transaction from which the director derived an improper personal benefit.
<PAGE>
Item 16. Exhibits.
Exhibits required to be filed with this Registration Statement are
listed in the Exhibit Index immediately following the signature page. Certain of
such exhibits 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 hereby incorporated herein by reference and made a part
hereof.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(2) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(3) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(4) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbia, State of South Carolina, on September 9,
1999.
SCANA CORPORATION
(Registrant)
By: s/W. B. Timmerman
W. B. Timmerman
(Chairman of the Board, Chief Executive
Officer and Director)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
(i) Principal executive officer:
By: s/W. B. Timmerman
Name & Title: W. B. Timmerman, Chairman of the Board, Chief Executive
Officer and Director
Date: September 9, 1999
(ii) Principal financial and accounting officer:
By: s/K. B. Marsh
Name & Title: K. B. Marsh, Senior Vice President - Finance, Chief
Financial Officer and Controller
Date: September 9, 1999
(iii) Other Directors:
*B. L. Amick; J. A. Bennett; W. B. Bookhart, Jr.; Hugh M. Chapman;
E. T. Freeman; L. M. Gressette, Jr.; D. M. Hagood; W. H. Hipp; L.
M. Miller; J. B. Rhodes; M. K. Sloan; H. C. Stowe
*Signed on behalf of each of these persons:
s/K. B. Marsh
K. B. Marsh
(Attorney-in-Fact)
Directors who did not sign:
None
<PAGE>
EXHIBIT INDEX
Exhibit Description
No.
- --------------- ----------------------------------------------------------------
1.01 Underwriting Agreement - Not Applicable
2.01 Plan of Acquisition, Reorganization, Arrangement, Liquidation
or Succession - Not Applicable
4.01 Instruments Defining the Rights of Security Holders, Including
Indentures
(a) Restated Articles of Incorporation of the Company as
adopted on April 26, 1989 (Filed as Exhibit
3-A to Registration Statement No. 33-49145
(b) Copy of By-laws of SCANA Corporation as revised and amended
on December 17, 1997 (Filed herewith on page 22)
(c) Articles of Amendment of SCANA, dated April 27, 1995 (Filed
as Exhibit 4-B to Registration Statement No. 33-62421)
(d) The Plan (Filed as Exhibit 4-B to Post-Effective Amendment
No. 2 dated June 6, 1995 to Registration Statement No. 33-50571)
(e) Plan Amendment dated June 15, 1999 (Filed herewith on page
43)
5.01 Opinion of H.T. Arthur, II, Esq. (Filed herewith on page 44)
8.01 Opinion re Tax Matters - Not Applicable
10.01 Material Contracts
(a) Copy of SCANA Voluntary Deferral Plan as amended through
October 1, 1997 (Filed herewith on page 45)
(b) Copy of SCANA Supplementary Executive Retirement Plan (Filed
herewith on page 64)
(c) Copy of SCANA Key Executive Severance Benefit Plan as
amended and restated effective as of October 21, 1997 (Filed
herewith on page 76)
(d) Copy of SCANA Supplementary Key Executive Severance Benefit
Plan as amended and restated effective as of October 21, 1997
(Filed herewith on page 92)
(e) Copy of SCANA Performance Share Plan as amended and restated
effective January 1, 1998 (Filed herewith on page 108)
12.01 Statement re Computation of Ratios - Not Applicable
15.01 Letter re Unaudited Interim Information - Not Applicable
23.01 Consents of Experts and Counsel
(a) Consent of Deloitte & Touche LLP (Filed herewith on page
124)
(b) Consent of H. T. Arthur, II (Included in Exhibit 5.01)
24.01 Power of Attorney (Filed herewith on page 125)
25.01 Statement of Eligibility of Trustee - Not Applicable
26.01 Invitation for Competitive Bids - Not Applicable
27.01 Financial Data Schedule - Not Applicable
99.01 Additional Exhibits
(a) Authorization Form (Filed as Exhibit 28 (a) to Registration
Statement No. 33-43636)
(b) Enrollment Form (Filed as Exhibit 28 (b) to Registration
Statement No. 33-43636)
Exhibit 4.01(b)
BY-LAWS OF SCANA CORPORATION
As Revised and Amended December 17, 1997
<PAGE>
BY-LAWS
OF
SCANA CORPORATION
As Revised and Amended December 17, 1997
ARTICLE I
OFFICES
Section 1. The principal office of the Corporation, which shall also be
designated as its registered office, shall be located in the City of Columbia,
County of Richland, State of South Carolina.
Section 2. The Corporation may also have offices and places of business at
such other places, within or without the State of South Carolina, as the Board
of Directors may from time to time determine or the business of the Corporation
may require.
ARTICLE II
SEAL
Section 1. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "South Carolina". If
authorized by the Board of Directors, the corporate seal may be affixed to any
certificates of stock, bonds, debentures, notes or other engraved, lithographed
or printed instruments, by engraving, lithographing or printing thereon such
seal or a facsimile thereof, and such seal or facsimile thereof so engraved,
lithographed or printed thereon shall have the same force and effect, for all
purposes, as if such corporate seal had been affixed thereto by indentation.
ARTICLE III
STOCKHOLDERS' MEETINGS
Section 1. Written or printed notices for annual or special meetings of
stockholders shall state the place, day and hour of such meetings and, in case
of special meetings, the purpose or purposes for which the meetings are called.
Section 2. Annual meetings of shareholders shall be held on a date selected
by the Board of Directors at its last regularly scheduled meeting in a calendar
year. The Board will select a date at said meeting for the following year with
the date occurring between April 16 and April 30 of said year, when they shall
elect members of the Board of Directors in accordance with the provisions of the
Corporation's Articles of Incorporation and transact such other business as may
properly be brought before the meeting.
Section 3. Except as otherwise provided by law, by the Articles of
Incorporation as the same may be amended from time to time, or by these By-Laws
as they may be amended from time to time, the holders of a majority of the
shares of stock of the Corporation issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum at
any meeting of the stockholders for the transaction of business.
If, however, such quorum shall not be present or represented at such
meeting of the stockholders, the stockholders entitled to vote thereat, present
in person or represented by proxy, shall have the power, by a majority vote of
those present, to adjourn the meeting from time to time without notice (unless
otherwise provided in Section 8 of this Article III) other than by announcement
at the meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or represented any business
may be transacted which may have been transacted at the meeting as originally
noticed provided notice of such adjourned meeting, when required by Section 8 of
this Article III, shall have been given or waived.
Section 4. At each meeting of the stockholders each stockholder having the
right to vote shall be entitled to vote in person, or by proxy appointed by
written or printed instrument executed by such stockholder or by his duly
authorized attorney or by telegram or cablegram appearing to have been
transmitted by such stockholder but, except as otherwise provided by statute, no
proxy shall be valid after expiration of eleven months from the date of its
execution. Every proxy shall be dated as of its execution and no proxy shall be
undated or postdated. Every holder of record of stock having voting power shall
be entitled to one vote for every share of stock standing in his name on the
books of the Corporation. The vote for directors and, upon the demand of any
stockholder or his duly authorized proxy, the vote upon any question before the
meeting shall be by ballot. All elections shall be decided by a plurality of the
votes cast by the holders of the shares entitled to vote at the meeting of
stockholders and, except as otherwise provided by statute or by the Articles of
Incorporation, all other questions shall be decided by a majority of the votes
cast by holders of shares entitled to vote on such question at such meeting.
Section 5. The Secretary or the agent of the Corporation having charge of
its stock transfer books shall, in advance of each meeting of stockholders,
prepare a complete list of the stockholders entitled to vote at such meeting of
stockholders or adjournment thereof, which list shall be arranged in
alphabetical order with the address of and the number of shares held by each
stockholder. Unless the record of stockholders kept by the Secretary or agent of
the Corporation having charge of its stock transfer books readily shows, in
alphabetical order or by alphabetical index, the information required to appear
on such a list of stockholders, such list of stockholders shall, for a period
commencing upon the date when notice of such meeting is given, and in no event
less than 10 days prior to the date of such meeting, be kept on file at the
registered office of the Corporation or at its principal place of business or at
the office of its transfer agent or registrar, and shall be subject to
inspection by any stockholder at any time during usual business hours. In any
event, such list shall be produced and kept open at the time and place of such
meeting and shall be subject to the inspection of any stockholder during the
whole time of such meeting.
Section 6. Special meetings of the stockholders for any purpose or
purposes, unless otherwise prescribed by statute, may be called by the Chairman
of the Board, by the Vice Chairman of the Board or by the President, and shall
be called by the President or Secretary at the request in writing of a majority
of the Board of Directors, or at the request in writing of holders of ten per
cent or more of the shares of stock of the Corporation issued and outstanding
and entitled to vote at the proposed meeting. Such request shall state the
purpose or purposes of the proposed meeting.
Section 7. Business transacted at all special meetings shall be confined to
the objects stated in the call; provided, however, that if all the stockholders
of the Corporation entitled to vote shall be present in person or by proxy, any
business pertaining to the affairs of the Corporation may be transacted.
Section 8. Notice of annual meetings of stockholders and notice of any
special meeting of stockholders for the election of directors or for any other
purpose, unless otherwise provided by statute, shall be delivered personally or
mailed, not less than ten nor more than fifty days before the meeting, to each
person who appears on the books of the Corporation as a stockholder entitled to
vote at said meeting. In the event of the adjournment of any meeting of
stockholders, for whatever reason, for 30 days or more, notice of the adjourned
meeting shall be delivered personally or mailed not less than ten nor more than
fifty days before the date for such adjourned meeting to each person whose name
appears on the books of the Corporation as a stockholder entitled to vote at
said adjourned meeting. Any such notice may be either written or printed, or
partly written and partly printed, and if mailed it shall be directed to the
stockholder at his address as it appears on the books of the Corporation. Such
notice shall briefly state the business which it is proposed to present or to
submit to such meeting.
ARTICLE IV
DIRECTORS
Section 1. The property and business of the Corporation shall be managed by
its Board of Directors. The number of directors which shall constitute the
entire Board of Directors shall be fixed from time to time by the vote of a
majority of the entire Board, but such number shall in no case be less than nine
nor more than twenty. Each director shall own at least 100 shares of Common
Stock of the Corporation. Except as otherwise provided by statute or in the
Articles of Incorporation, the term of each director heretofore or hereafter
elected shall be from the time of his election and qualification until the third
annual meeting following his election and until his successor shall have been
duly elected and shall have qualified.
The vote of at least 80% of the shares of stock of the Corporation
entitled to vote shall be required to remove an incumbent member of the Board of
Directors except for cause. "For Cause" shall mean fraudulent or dishonest acts,
or gross abuse of authority in discharge of duties to the Corporation and shall
be established after written notice of specific charges and opportunity to meet
and refute such charges.
Section 2. In addition to the powers and authorities by these By-Laws
expressly conferred upon them, the Board may exercise all such power of the
Corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these By-Laws directed or required to be
exercised or done by the stockholders. A director or officer of this Corporation
shall not be disqualified by his office from dealing or contracting with the
Corporation either as a vendor, purchaser or otherwise, nor shall any
transaction or contract of this Corporation be void or voidable solely by reason
of the fact that any director or officer or any firm of which any director or
officer is a member or employee, or any corporation of which any director or
officer is a shareholder, director, officer or employee, is in any way
interested in such transaction or contract, provided that the material facts as
to such interest and as to such transaction or contract are disclosed or known
to the Board of Directors or the Executive Committee and noted in their
respective minutes, or to the stockholders entitled to vote with respect
thereto, as the case may be, and that such transaction or contract is or shall
be authorized, ratified or approved either (1) by the vote of a majority of a
quorum of the Board of Directors or of the Executive Committee, or (2) by a
majority of the votes cast by holders of shares of stock entitled to vote with
respect thereto, without counting (except for quorum purposes) the vote of or
shares held or controlled and voted by, as the case may be, any director so
interested or member or employee of a firm so interested or a shareholder,
director, officer or employee of a corporation so interested; nor shall any
director or officer be liable to account to the Corporation for any profits
realized by and from or through any such transaction, or contract of this
Corporation authorized, ratified or approved as aforesaid by reason of the fact
that he or any firm of which he is a member or employee, or any corporation of
which he is a shareholder, director, officer or employee was interested in such
transaction or contract.
ARTICLE V
MEETINGS OF THE BOARD
Section 1. Within 10 days following the annual meeting of stockholders for
the election of directors, the Chief Executive Officer shall call a meeting of
the newly elected Board for the purpose of organization, election of officers
and transaction of other business, such meeting to be held at such time, not
later than 15 days after such annual meeting of stockholders, and place as shall
be specified by the Chief Executive Officer. The Secretary or other officer
performing his duties shall give notice, either personally or by mail or
telegram, to each director not less than four business days before the meeting,
provided, however, that no notice of such meeting need be given if all of the
directors are present or if those not present sign waivers of notice either
before or after the meeting. In the event that the Chief Executive Officer shall
fail to call such meeting within 10 days after such annual meeting of
stockholders, as aforesaid, the newly elected Board shall meet at the registered
office of the Corporation, in Columbia, South Carolina, at 2:00 p.m. Columbia,
South Carolina time, on the fifteenth day following such annual meeting of
stockholders, if not a legal holiday, and if a legal holiday then on the next
business day following.
Section 2. Regular meetings of the Board may be held without notice at such
time and place as shall from time to time be designated by the Board.
Section 3. Special meetings of the Board may be called by the Chairman of
the Board, the Vice Chairman of the Board or the President or any two directors
and may be held at the time and place designated in the call and notice of the
meeting. The Secretary or other officer performing his duties shall give notice
either personally or by mail or telegram not less than twenty-four hours before
the meeting. Meetings may be held at any time and place without notice if all
the directors are present or if those not present sign waivers of notice either
before or after the meeting.
Section 4. At all meetings of the Board a majority of the total number of
directors then in office shall be necessary and sufficient to constitute a
quorum for the transaction of business, and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically provided by
statute or by the Articles of Incorporation or by these By-Laws.
Section 5. Any regular or special meeting of the Board may be adjourned to
any other time at the same or any other place by a majority of the directors
present at the meeting, whether or not a quorum shall be present at such
meeting, and no notice of the adjourned meeting shall be required other than
announcement at the meeting.
Section 6. Directors, other than those who are salaried officers or
employees of the Corporation or of any affiliated Company, shall receive
compensation for their services as directors at an annual rate as shall be set
from time to time by resolution of the Board of Directors, payable in quarterly
installments at the beginning of each quarter of the calendar year and, in
addition thereto, each such director shall receive such compensation for each
meeting of the Board, or of any committee of the Board, which he shall have
attended, as shall be set by resolution of the Board of Directors, such
additional compensation to be paid as soon as practicable after the date of such
meeting. All directors shall be reimbursed for their reasonable expenses of
attendance, if any, at each regular or special meeting of the Board of
Directors.
Section 7. Directors who are salaried officers or employees of the
Corporation or of any affiliated Company and who are members of the Executive
Committee shall receive no compensation for their services as such members in
addition to such compensation as may be paid to them as officers or directors,
but shall be reimbursed for their reasonable expenses, if any, in attending
meetings of the Executive Committee, or otherwise performing their duties as
members of the Executive Committee.
ARTICLE VI
EXECUTIVE AND OTHER COMMITTEES
Section 1. The Board of Directors may, by vote of a majority of the full
Board, designate three or more of their number to constitute an Executive
Committee, to hold office for one year and until their respective successors
shall be designated. Such Executive Committee shall advise with and aid the
officers of the Corporation in all matters concerning its interests and the
management of its business, and shall, between sessions of the Board, except as
otherwise provided by law, have all the powers of the Board of Directors in the
management of the business and affairs of the Corporation, and shall have power
to authorize the seal of the Corporation to be affixed to all papers which may
require it. The taking of any action by the Executive Committee shall be
conclusive evidence that the Board of Directors was not in session at the time
of such action.
The Board of Directors may, by vote of a majority of the full Board,
appoint from among their number, one or more additional committees, consisting
of three or more directors, which shall have such powers and duties as may be
fixed by the resolution of the Board of Directors appointing such Committee.
Section 2. The Executive Committee shall cause to be kept regular minutes
of its proceedings, which may be transcribed in the regular minute book of the
Corporation, and all such proceedings shall be reported to the Board of
Directors at its next succeeding meeting, and shall be subject to revision or
alteration by the Board, provided that no rights of third persons shall be
affected by such revision or alteration. A majority of the Executive Committee
shall constitute a quorum at any meeting. The Executive Committee may take
action without a meeting on the written approval of such action by all the
members of the Committee. The Board of Directors may by vote of a majority of
the full Board fill any vacancies in the Executive Committee. The Executive
Committee may, from time to time, subject to the approval of the Board of
Directors, prescribe rules and regulations for the calling and conduct of
meetings of the Committee, and other matters relating to its procedure and the
exercise of its powers.
Section 3. Other committees appointed by the Board shall cause to be kept
regular minutes of their proceedings and in general the provisions as to
procedure for such committees shall be that set forth above with respect to the
Executive Committee.
<PAGE>
ARTICLE VII
OFFICERS
Section 1. The officers of the Corporation shall be elected by the Board of
Directors. They shall include a President, one or more Vice Presidents, a
Secretary, a Treasurer and a Controller and may include a Chairman of the Board
and a Vice Chairman of the Board. In the event there shall be a Chairman of the
Board and a Vice Chairman of the Board, the Board of Directors shall designate
whether the Chairman of the Board, the Vice Chairman of the Board or the
President shall be the Chief Executive Officer of the Corporation. If there
shall be no Chairman of the Board or Vice Chairman of the Board, the President
shall be the Chief Executive Officer of the Corporation. Any two or more of such
offices except those of Treasurer and Controller may be occupied by the same
person; provided, however, the same person may not act in more than one capacity
where action by two or more officers is required.
Section 2. The Board of Directors, at its first meeting after the election
of directors by the stockholders, shall elect from among its members, if it
deems proper, a Chairman of the Board and a Vice Chairman of the Board. It shall
also elect a President and one or more Vice Presidents, a Secretary, a Treasurer
and a Controller, none of whom need be members of the Board.
The Board of Directors, at any meeting, may elect such additional Vice
Presidents, and such Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers and Assistant Controllers, as it shall deem necessary, none of whom
need be members of the Board.
Section 3. The Board of Directors, at any meeting, may elect or appoint
such other officers and agents as it shall deem necessary. The tenure and duties
of such officers and agents shall be fixed by the Board of Directors or, in the
absence of any action by the Board of Directors so fixing such tenure and
duties, the tenure and duties shall be fixed by the Chief Executive Officer of
the Corporation, or by such officers or department heads to whom he shall
delegate such authority.
Section 4. The salaries and compensation of the officers of the Corporation
and of agents of the Corporation appointed by the Board shall be fixed by the
Board of Directors. The salaries and compensation of all other employees of the
Corporation shall, in the absence of any action by the Board of Directors, be
fixed by the Chief Executive Officer of the Corporation.
Section 5. The officers of the Corporation elected pursuant to Section 2 of
this Article VII shall hold office until the first meeting of the Board of
Directors after the next succeeding annual meeting of stockholders and until
their successors are elected and qualify in their stead. The Chief Executive
Officer may be removed at any time, with or without cause, by the affirmative
vote of a majority of the total number of directors then in office. Any other
officer or employee of the Corporation may be removed at any time, with or
without cause, either (a) by vote of a majority of the directors present at any
meeting of the Board of Directors at which a quorum is present, or (b) by vote
of a majority of the members of the Executive Committee, or (c) by the Chief
Executive Officer of the Corporation or by any officer who shall be exercising
the powers of the Chief Executive Officer of the Corporation, or by any superior
of such employee to whom such power of removal shall be delegated by the Chief
Executive Officer of the Corporation or the officer exercising the powers of the
Chief Executive Officers of the Corporation.
ARTICLE VIII
CHIEF EXECUTIVE OFFICER
Section 1. The Chief Executive Officer of the Corporation shall supervise,
direct and control the conduct of the business of the Corporation subject,
however, to the general policies determined by the Board of Directors and the
Executive Committee, if there be one.
He shall be a member of the Executive Committee and all committees
appointed by the Board of Directors, except the Audit Committee and the
Long-Term Compensation Committee and any committee or subcommittee making
recommendations of performance awards in shares of Company stock, shall have the
general powers and duties usually vested in the chief executive officer of a
corporation, and shall have such other powers and perform such other duties as
may be prescribed from time to time by law, by the By-Laws or by the Board of
Directors.
He shall, whenever it may in his opinion be necessary, prescribe the duties
of officers and employees of the Corporation whose duties are not otherwise
defined.
He shall have power to remove at any time, with or without cause, any
employee or officer of the Corporation. He may, in accordance with Section 5 of
Article VII of these By-Laws, delegate such power of removal.
ARTICLE IX
CHAIRMAN OF THE BOARD
Section 1. The Chairman of the Board, if there be one, shall preside at all
meetings of the Board of Directors and of the stockholders, except when by
statute the election of a presiding officer shall be required.
He shall, if designated Chief Executive Officer pursuant to Section 1 of
Article VII of these By-Laws, have all the powers and duties granted and
delegated to the Chief Executive Officer by Section 1 of Article VIII of these
By-Laws. In such event he may sign in the name of and on behalf of the
Corporation any and all contracts, agreements or other instruments pertaining to
matters which arise in the ordinary course of business of the Corporation and,
if authorized by the Board of Directors or the Executive Committee, may sign in
the name of and on behalf of the Corporation any other contracts, agreements or
instruments of any nature pertaining to the business of the Corporation.
He shall have such other powers and perform such other duties as may be
prescribed from time to time by law, by the By-Laws or by the Board of
Directors.
ARTICLE X
THE VICE CHAIRMAN OF THE BOARD
Section 1. The Vice Chairman of the Board shall, in the absence of the
Chairman, preside at all meetings of the Board of Directors and of the
stockholders, except when by statute the election of a presiding officer shall
be required.
He shall, if designated Chief Executive Officer pursuant to Section 1 of
Article VII of these By-Laws, have all the powers and duties granted and
delegated to the Chief Executive Officer by Section 1 of Article VIII of these
By-Laws. In such event he may sign in the name of and on behalf of the
Corporation any and all contracts, agreements or other instruments pertaining to
matters which arise in the ordinary course of business of the Corporation and,
if authorized by the Board of Directors or the Executive Committee, may sign in
the name of and on behalf of the Corporation any other contracts, agreements or
instruments of any nature pertaining to the business of the Corporation.
He shall have such other powers and perform such other duties as may be
prescribed from time to time by law, by the By-Laws or by the Board of
Directors.
ARTICLE XI
THE PRESIDENT
Section 1. The President shall, in the absence of the Chairman of the Board
or the Vice Chairman of the Board, preside at all meetings of the Board of
Directors and of the stockholders, except when by statute the election of a
presiding officer shall be required.
He shall, if designated Chief Executive Officer of the Corporation pursuant
to Section 1 of Article VII of these By-Laws, have all the powers and duties
granted and delegated to the Chief Executive Officer by Section 1 of Article
VIII of these By-Laws.
In the event there shall be a Chairman of the Board or a Vice Chairman of
the Board who shall have been designated as Chief Executive Officer of the
Corporation pursuant to Section 1 of Article VII of these By-Laws, then the
President shall have such powers and duties as may be assigned to him by the
Chairman of the Board or the Vice Chairman of the Board of Directors. In the
absence or disability of the Chairman of the Board or the Vice Chairman of the
Board, he shall have all the powers and duties of the Chairman of the Board or
the Vice Chairman of the Board.
He may sign in the name of and on behalf of the Corporation any and all
contracts, agreements or other instruments pertaining to matters which arise in
the ordinary course of business of the Corporation and, if authorized by the
Board of Directors or the Executive Committee, may sign in the name of and on
behalf of the Corporation any other contracts, agreements or instruments of any
nature pertaining to the business of the Corporation.
He shall have such other powers and perform such other duties as may be
prescribed from time to time by law, by the By-Laws or by the Board of
Directors.
ARTICLE XII
THE VICE PRESIDENT
Section 1. The Vice President shall, in the absence or disability of the
President, perform the duties and exercise the powers of the President and shall
perform such other duties as the Board of Directors may prescribe.
The Vice President may sign in the name of and on behalf of the Corporation
contracts, agreements, or other instruments pertaining to matters which arise in
the ordinary course of business of the Corporation, except in cases where the
signing thereof shall be expressly delegated by the Board of Directors or the
Executive Committee to some other officer or agent of the Corporation. If
authorized by the Board of Directors or the Executive Committee, he may sign in
the name of and on behalf of the Corporation any other contracts, agreements or
instruments of any nature pertaining to the business of the Corporation. He
shall have such other powers and perform such other duties as may be prescribed
from time to time by law, by the By-Laws or by the Board of Directors.
If there be more than one Vice President, the Board of Directors or the
Chief Executive Officer of the Corporation shall assign to such Vice Presidents
their respective duties.
ARTICLE XIII
THE SECRETARY
Section 1. The Secretary shall attend all sessions of the Board and all
meetings of the stockholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose; and shall perform like duties
for the committees appointed by the Board of Directors when required. He shall
give, or cause to be given, notice of all meetings of the stockholders and of
the Board of Directors, and shall perform such other duties as may be prescribed
by the Board of Directors or Chief Executive Officer, under whose supervision he
shall be. He shall be sworn to the faithful discharge of his duty. Any records
kept by him shall be the property of the Corporation and shall be restored to
the Corporation in case of his death, resignation, retirement or removal from
office. He or his agent shall be the custodian of the seal of the Corporation,
the stock ledger, stock certificate book and minute books of the Corporation,
and its committees, and other formal records and documents relating to the
corporate affairs of the Corporation.
Section 2. The Assistant Secretary or Assistant Secretaries shall assist
the Secretary in the performance of his duties, exercise and perform his powers
and duties, in his absence or disability, and such other powers and duties as
may be conferred or required by the Board.
ARTICLE XIV
THE TREASURER
Section 1. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation, in
such depositories as may be designated by the Board of Directors or as may be
designated by persons to whom the Board of Directors delegates such authority.
He shall disburse the funds of the Corporation in such manner as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the Chief Executive Officer and directors, at the regular meetings of
the Board, or whenever they may require it, an account of all his transactions
as Treasurer and of the financial condition of the Corporation.
He shall give the Corporation a bond if required by the Board of Directors
in a sum, and with one or more sureties satisfactory to the Board, for the
faithful performance of the duties of his office, and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Corporation.
Section 2. The Assistant Treasurer or Assistant Treasurers shall assist the
Treasurer in the performance of his duties, exercise and perform his powers and
duties, in his absence or disability, and such other powers and duties as may be
conferred or required by the Board.
ARTICLE XV
THE CONTROLLER
Section 1. The controller of the Corporation shall be the principal
accounting officer of the Corporation. He shall have full control of all the
books of the Corporation and keep a true and accurate record of all property
owned by it, of its debts and of its revenues and expenses, and shall keep all
accounting records of the Corporation other than the record of receipts and
disbursements and those relating to deposit or custody of money and securities
of the Corporation, which shall be kept by the Treasurer, and shall also make
reports to the directors and others of or relating to the financial condition of
the Corporation. He shall exhibit at all reasonable times his books of account
and records to any director of the Corporation upon application during business
hours at the office of the Corporation where such books of accounts and records
are kept.
He shall perform all duties generally incident to the office of Controller
and shall have such other powers and duties as, from time to time, may be
prescribed by law, by the By-Laws, or by the Board of Directors.
Section 2. The Assistant Controller or Assistant Controllers shall assist
the Controller in the performance of his duties, exercise and perform his powers
and duties, in his absence or disability, and such other powers and duties as
may be conferred or required by the Board of Directors.
ARTICLE XVI
VACANCIES
Section 1.Except as otherwise provided by statute or in the Articles of
Incorporation, newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board resulting from
death, resignation, retirement, disqualification, removal from office or any
other cause shall be filled only by the Board of Directors then in office,
although less than a quorum. A Director elected to fill a vacancy shall hold
office until the next stockholders' meeting at which Directors of any class are
elected. If the office of any officer of the Corporation shall become vacant for
any reason, the Board of Directors, by a majority vote of those present at any
meeting at which a quorum is present, may elect a successor or successors, who
shall hold office for the unexpired term in respect of which such vacancy
occurred.
ARTICLE XVII
RESIGNATIONS
Section 1. Any officer or any director of the Corporation may resign at any
time, such resignation to be made in writing and to take effect from the time of
its receipt by the Corporation, unless some time be fixed in the resignation,
and then from that time. The acceptance of a resignation shall not be required
to make it effective. A vacancy shall be deemed to exist upon receipt by the
Corporation of such written resignation, and a successor may, then or
thereafter, be elected to take office when such resignation becomes effective.
ARTICLE XVIII
DUTIES OF OFFICERS MAY BE DELEGATED
Section 1. In case of the absence of any officer of the Corporation, or for
any other reason the Board may deem sufficient, the Board may delegate, for the
time being, the powers or duties, or any of them, of such officers to any other
officer or to any director.
ARTICLE XIX
STOCK OF OTHER CORPORATIONS
Section 1. The Board of Directors shall have the right to authorize any
officer or other person on behalf of the Corporation to attend, act and vote at
meetings, of the stockholders of any corporation in which the Corporation shall
hold stock, and to exercise thereat any and all the rights and powers incident
to the ownership of such stock and to execute waivers of notice of such meetings
and calls therefor; and authority may be given to exercise the same either on
one or more designated occasions, or generally on all occasions until revoked by
the Board. In the event that the Board shall fail to give such authority it may
be exercised by the Chief Executive Officer of the Corporation in person or by
proxy appointed by him on behalf of the Corporation.
ARTICLE XX
CERTIFICATES OF STOCK
Section 1. The certificates of stock of the Corporation shall be entered in
the books of the Corporation as they are issued. No fractional shares of stock
shall be issued. Certificates of stock shall be signed by the President or a
Vice President and by the Secretary, or an Assistant Secretary, and the seal of
the Corporation shall be affixed thereto. Such seal may be facsimile, engraved
or printed. Where any certificate of stock is signed by a transfer agent or
transfer clerk or by a registrar, the signatures of any such President, Vice
President, Secretary or Assistant Secretary, upon such stock certificate may be
facsimiles, engraved or printed. In case any such officer who has signed, or
whose facsimile signature has been placed upon, such certificate of stock, shall
have ceased to be such officer before such certificate of stock is issued, it
may be issued by the Corporation with the same effect as if such officer had not
ceased to be such at the date of its issue.
ARTICLE XXI
TRANSFERS OF STOCK
Section 1. Transfer of stock shall be made on the books of the Corporation
only by the person named in the certificate or by attorney, lawfully constituted
in writing, and upon surrender of the certificate therefor.
<PAGE>
ARTICLE XXII
FIXING OF RECORD DATE
Section 1. The Board of Directors is hereby authorized to fix a time, not
less than ten (10) days nor more than fifty (50) days preceding the date of any
meeting of stockholders or the date fixed for the payment of any dividend or the
making of any distribution, or for the delivery of evidences of rights or
evidences of interests arising out of any change, conversion or exchange of
shares of stock, as a record date for the determination of the stockholders
entitled to notice of and to vote at such meeting or entitled to receive any
such dividend, distribution, rights or interest, as the case may be; and all
persons who are holders of record of shares of stock at the date so fixed and no
others, shall be entitled to notice of and to vote at such meeting, and only
stockholders of record at such date shall be entitled to receive any such
notice, dividend, distribution, rights or interests; and the stock transfer
books shall not be closed during any such period.
ARTICLE XXIII
REGISTERED STOCKHOLDERS
Section 1. The Corporation shall be entitled to treat the holders of record
of any share or shares of stock as the holder in fact thereof and accordingly
shall not be bound to recognize any equitable or other claim to, or interest in,
such share on the part of any other person, whether or not it shall have express
or other notice thereof, save as expressly provided by the statutes of the State
of South Carolina.
ARTICLE XXIV
LOST CERTIFICATES
Section 1. Whenever any stockholder shall desire a new certificate of stock
to replace an original certificate of stock which has been lost, destroyed or
wrongfully taken, he shall make application to the Corporation for the issuance
of a new certificate or certificates in replacement of the certificate or
certificates which were lost, destroyed or wrongfully taken, and shall file with
the Corporation a good and sufficient indemnity bond, together with an affidavit
stating that the applicant is the bona fide owner of such share(s) of stock and
specifying the number(s) of the certificate or certificates which were lost,
destroyed or wrongfully taken, the particular circumstances of such loss,
destruction or wrongful taking (including a statement that the share(s)
represented by such certificate or certificates has or have not been transferred
or otherwise disposed of by such applicant in any manner.)
Upon completion by a stockholder of the requirements set forth in the
preceding paragraph, the Corporation shall issue a certificate or certificates
in replacement of the certificate or certificates referred to in such
stockholder's application if such application is received by the Corporation
before it has notice that such certificate or certificates has or have been
acquired by a bona fide purchaser.
ARTICLE XXV
INSPECTION OF BOOKS
Section 1. The Board of Directors shall have power to determine whether and
to what extent, and at what time and places and under what conditions and
regulations, the accounts and books of the Corporation (other than the books
required by statute to be open to the inspection of stockholders), or any of
them, shall be open to the inspection of stockholders, and no stockholder shall
have any right to inspect any account or book or document of the Corporation,
except as such right may be conferred by the statutes of the State of South
Carolina or by resolution of the directors or of the stockholders.
ARTICLE XXVI
CHECKS, NOTES, BONDS AND OTHER INSTRUMENTS
Section 1. All checks or demands for money and notes of the Corporation
shall be signed by such person or persons (who may but need not be an officer or
officers of the Corporation) as the Board of Directors may from time to time
designate or as may be designated by persons to whom the Board of Directors
delegates such authority. The Board of Directors shall have authority to make
provision, with proper safeguards, for the signatures to appear on all checks,
including, but not by way of limitation, payroll checks, to be made by
facsimile, whether engraved or printed. Whenever the seal of this Corporation is
to be affixed to any instrument being executed on behalf of this Corporation,
such seal shall be affixed thereto by the Secretary or an Assistant Secretary
and the fact of such affixation shall be attested to by the person so affixing
the seal.
<PAGE>
ARTICLE XXVII
RECEIPT FOR SECURITIES
Section 1. All receipts for stocks, bonds or other securities received by
the Corporation shall be signed by the Treasurer or an Assistant Treasurer, or
by such other person or persons as the Board of Directors or Executive Committee
shall designate.
ARTICLE XXVIII
FISCAL YEAR
Section 1. The fiscal year shall begin the first day of January in each
year.
ARTICLE XXIX
RESERVES
Section 1. The Board of Directors shall have power to fix and determine,
and from time to time to vary, the amount to be reserved as working capital; to
determine whether any, or if any, what part of any, surplus shall be declared
and paid as dividends, to determine the date or dates for the declaration or
payment of dividends and to direct and determine the use and disposition of any
surplus, and before payment of any dividend or making any distribution of
surplus there may be set aside out of the surplus of the Corporation such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve fund to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interests of the
Corporation.
ARTICLE XXX
NOTICES
Section 1. In addition to the telegraphic notice permitted by Section 3 of
Article V of these By-Laws, whenever under the provisions of these By-Laws
notice is required to be given to any director, officer or stockholder, it shall
not be construed to require personal notice, but such notice may be given in
writing, by mail, by depositing a copy of the same in a post office, letter box
or mail chute, maintained by the Post Office Department, in a postpaid sealed
wrapper, addressed to such stockholder, officer or director, at his address as
the same appears on the books of the Corporation.
A stockholder, director or officer may waive any notice required to be
given to him under these By-Laws.
ARTICLE XXXI
INSPECTORS OF ELECTION
Section 1. Prior to every meeting of the stockholders the Board of
Directors may appoint any odd number of inspectors of election to act as
inspectors at such meeting. In the event that inspectors shall not be so
appointed, they shall be appointed by the person presiding at such meeting and
if any inspector shall refuse to serve, or neglect to attend such meeting or his
office becomes vacant, the person presiding at the meeting may appoint another
inspector in his place. The inspectors appointed to act at any meeting of the
stockholders shall, before entering upon the discharge of their duties, be sworn
faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of their ability.
ARTICLE XXXII
DIRECTOR, OFFICER AND EMPLOYEE INDEMNIFICATION
Section 1. The Corporation shall indemnify any and all of its employees,
officers, or directors, or former officers or directors (including their heirs,
executors, and administrators), or any person who may have served at its request
or by its election, designation, or request as a member, agent, employee,
director or officer of any other corporation or partner, trustee or otherwise,
of any organization against expenses actually and necessarily incurred by them
in connection with the defense or settlement of any action, suit or proceeding
(which shall include any threatened, pending, or completed action, suit or
proceeding, whether civil, criminal, administrative, investigative or
arbitrative) in which they, or any of them, are made parties, or a party, by
reason of being or having been agents, employees, directors or officers of the
Corporation, or of such other organization, except in relation to matters as to
which any such agent, employee, director or officer or former employee, director
or officer or person shall be adjudged in such action, suit or proceeding to be
liable for willful misconduct in the performance of duty and to such matters, as
shall be settled by agreement predicated on the existence of such liability.
Such indemnity shall be in accordance with a written plan adopted by the Board
of Directors, which plan shall be in accordance with the law of South Carolina.
The indemnification provided hereby shall not be deemed exclusive of any other
right to which anyone seeking indemnification hereunder may be entitled under
any By-Law, agreement, or otherwise. The Corporation may purchase and maintain
insurance on the behalf of any director, officer, agent, employee or former
employee, director or officer or other person, against any liability asserted
against them and incurred by them.
ARTICLE XXXIII
AMENDMENTS
Section 1. Except as otherwise provided in Section 2 below, any of these
By-Laws may be altered, amended or repealed, and/or one or more By-Laws may be
adopted, at a meeting of the stockholders, by a vote of the holders of a
majority of all shares of stock entitled to vote to elect directors who are
entitled to vote at such meeting, provided that written notice of such proposed
alteration, amendment, repeal and/or adoption, as the case may be, shall have
been given to all such stockholders at least ten days before such meeting. Any
of these By-Laws may also be altered, amended or repealed, and/or one or more
new By-Laws may be adopted, by the vote of a majority of all directors then in
office, at a meeting of the Board of Directors, provided that the notice of such
meeting includes therein notice of such alteration, amendment, repeal and/or
adoption, as the case may be. At a meeting thereof, the stockholders, by the
vote of the holders of a majority of all shares of stock entitled to vote to
elect directors who are entitled to vote at such meeting, may repeal any
alteration or amendment of these By-Laws made by the Board of Directors and/or
reinstate any of these By-Laws repealed by the Board of Directors, and/or repeal
any new By-Law adopted by the Board of Directors.
Section 2. Notwithstanding the provisions of Section 1 above, any
alteration, amendment or repeal by the stockholders of Section 1 of Article IV,
Section 1 of Article XVI or this Section 2 of Article XXXIII of these By-Laws,
or the adoption by the stockholders of any new By-Law inconsistent with any of
such Sections, shall require the vote of the holders of at least 80% of all
shares of stock entitled to vote to elect directors who are entitled to vote at
such meeting.
<PAGE>
Exhibit 4.01(e)
RESOLVED, that 3,000,000 additional shares of this Company's
common stock be offered for sale pursuant to the SCANA Corporation Investor Plus
Plan (the "SIPP"), such sales to be effected by the Chief Executive Officer in
his discretion; and further
RESOLVED, that the proper officers of this Company be, and
they hereby are, authorized, empowered and directed, acting upon the advice of
counsel, to prepare, execute and file a Registration Statement on Form S-3 with
the SEC covering the additional 3,000,000 shares of the common stock of the
Company to be offered and sold pursuant to the SIPP, and to prepare and file any
and all amendments to such Registration Statement as they, with the advice of
counsel, may deem necessary or appropriate; and further
June 15, 1999
Exhibit 5.01
September 9, 1999
SCANA Corporation
1426 Main Street
Columbia, SC 29218
Gentlemen:
SCANA Corporation (the "Company") will file with the Securities and
Exchange Commission a Registration Statement on Form S-3 for the registration
under the Securities Act of 1933, as amended, of a proposed public offering of
up to 3,000,000 shares of the Company's Common Stock, without par value (the
"Stock"), through operation of the SCANA Investor Plus Plan.
I am familiar with the preparation of the aforesaid Registration
Statement and the Prospectus forming a part thereof and am familiar with the
proceedings of the Company in connection with the proposed issuance and sale of
the Stock. I have also made such further investigation as I have deemed
pertinent and necessary as a basis for this opinion.
Based on the foregoing, I hereby advise you that it is my opinion, upon
(a) the aforesaid Registration Statement, as it may be amended, becoming
effective; (b) the due execution, registration and countersignature of the
certificates for the Stock; and (c) the delivery of the Stock to the purchasers
thereof against receipt of the purchase price therefor, the Stock will have been
duly authorized and legally and validly issued and will be fully paid and
non-assessable.
I hereby consent to the use of this opinion in connection with the
aforesaid Registration Statement and I also consent to the making of the
statements with reference to me under the heading "Legal Matters" in the
aforesaid Prospectus.
Very truly yours,
s/H. Thomas Arthur, II
H.Thomas Arthur, II
Senior Vice President and General Counsel
Exhibit 10(a)
SCANA CORPORATION
VOLUNTARY DEFERRAL PLAN
as amended and restated
effective as of
October 21, 1997
<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
<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
<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
2.1 Definitions. Whenever used herein, the following terms shall have the
meanings set forth below, unless otherwise expressly provided herein or
unless a different meaning is plainly required by the context, and when
the defined meaning is intended, the term is capitalized:
(a) "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.
(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
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.
<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
3.1 Eligibility. 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.
3.2 Continued 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.
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.
<PAGE>
(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 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,
(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.
<PAGE>
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 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.
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
(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.
<PAGE>
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.
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.
<PAGE>
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 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.
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.
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.
(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.
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.
<PAGE>
10.3 Finality of Determination. The determination of the Committee as to any
disputed questions arising under this Plan, including questions of
construction and interpretation, shall be final, binding, and
conclusive upon all persons.
10.4 Delegation of Authority. The Committee may, in its discretion, delegate
its duties to an officer or other employee of the Company, or to a
committee composed of officers or employees of the Company.
10.5 Expenses. The cost of payment from this Plan and the expenses of
administering the Plan shall be borne by the Corporation.
--------
10.6 Tax Withholding. The Corporation shall have the right to deduct from
all payments made from the Plan any federal, state, or local taxes
required by law to be withheld with respect to such payments.
10.7 Incompetency. Any person receiving or claiming benefits under the Plan
shall be conclusively presumed to be mentally competent and of age
until the 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, 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.
<PAGE>
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
______ day of __________________________, 199___, to be effective as of October
21, 1997.
SCANA Corporation
By:________________________________
Title:_______________________________
ATTEST:
- ------------------------------------
Secretary
<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).
[ ] 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:
[ ] 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.
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.
<PAGE>
[ ] 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.
Name _________________________________
SS # __________________________________
Employee # ___________________________
- ----------------------------- ---------------------------------------
Secretary, SCANA Corporation Employee's or Board Member's Signature
- ------------- ------------
Date Date
<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)
Exhibit 10(b)
SCANA CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
as amended and restated
effective as of
October 21, 1997
<PAGE>
SCANA CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
TABLE OF CONTENTS
Page
SECTION 1. ESTABLISHMENT OF THE PLAN..................................... 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 Termination of Participation............................ 5
3.3 Reemployment of Former Participant...................... 5
SECTION 4. BENEFITS..................................................... 6
4.1 Eligibility for Benefits................................ 6
4.2 Amount of Retirement Benefit............................ 6
4.3 Commencement, Form and Duration of Payment.............. 6
4.4 Pre-retirement Spouse Benefit........................... 7
4.5 Documentation........................................... 7
SECTION 5. FINANCING.................................................... 8
5.1 Financing of Benefits................................... 8
5.2 "Rabbi" Trust........................................... 8
SECTION 6. GENERAL PROVISIONS............................................ 9
6.1 Employment/Participation Rights.......................... 9
6.2 Nonalienation of Benefits................................ 9
6.3 Severability............................................. 9
6.4 No Individual Liability................................. 10
6.5 Applicable Law.......................................... 10
SECTION 7. PLAN ADMINISTRATION, AMENDMENT AND TERMINATION............... 11
7.1 In General.............................................. 11
7.2 Claims Procedure........................................ 11
7.3 Finality of Determination............................... 11
7.4 Delegation of Authority................................. 11
7.5 Expenses................................................ 11
7.6 Tax Withholding......................................... 11
7.7 Incompetency............................................ 11
7.8 Action by Corporation................................... 12
7.9 Notice of Address....................................... 12
7.10 Amendment and Termination............................... 12
SECTION 8. CHANGE IN CONTROL PROVISIONS................................. 13
8.1 Accelerated Distributions Upon Change in Control........ 13
8.2 Tax Computation......................................... 13
8.3 No Subsequent Recalculation of Tax Liability............ 13
8.4 Successors...............................................14
8.5 Amendment and Termination after Change in Control........14
SECTION 10. EXECUTION............................................... 15
<PAGE>
SCANA CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
SECTION 1. ESTABLISHMENT OF THE PLAN
1.1 Establishment of the Plan. SCANA CORPORATION (the "Corporation") established
the SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (the "Supplemental Plan") effective
as of January 1, 1994. The Supplemental Plan was amended and restated, effective
December 18, 1996, and is hereby further amended and restated effective as of
October 21, 1997.
1.2 Description of the Plan. This Supplemental Plan is intended to constitute a
nonqualified 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. In addition to the description of the Supplemental Plan
as set forth in subsection 1.2 above, the primary objective of the Corporation
in establishing this Supplemental Plan is to provide supplemental retirement
income to certain employees of the Company whose benefits under the SCANA
Corporation Retirement Plan are limited in accordance with the limitations
imposed by Code Section 415 on the amount of annual retirement benefits payable
to employees from qualified pension plans, by Code Section 401(a)(17) on the
amount of annual compensation that may be taken into account for all qualified
plan purposes, or by certain other design limitations on determining
compensation under the Qualified Plan.
SECTION 2. DEFINITIONS
2.1 Definitions. Whenever used in the Supplemental Plan, the following terms
shall have the respective 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.
Capitalized terms not defined herein shall have the respective meanings set
forth in the Qualified Plan.
(a) "Actuarial Equivalent" shall mean the actuarial equivalent factors
applied under the Qualified Plan. In applying Actuarial Equivalent factors under
this Supplemental Plan, the same procedures shall apply as would apply under the
Qualified Plan under similar circumstances.
(b) "Agreement" means a contract between an Eligible Employee and the
Company permitting the Eligible Employee to participate in the Supplemental Plan
and delineating the benefits (if any) that are to be provided to the Eligible
Employee in lieu of or in addition to the benefits described under the terms of
this Supplemental Plan.
(c) "Beneficial Owner" shall have the meaning ascribed to such term in
Rule 13d-3 of the General Rules and Regulations under the Exchange Act.
(d) "Beneficiary" means the individual designated by the Participant
(on such form as prescribed by the Committee) to receive the Participant's
benefits under Section 8 if the Participant shall have died prior to receipt
thereof. In the absence of an effective Beneficiary designation, such amounts
shall be paid to the Participant's Beneficiary determined under the Qualified
Plan.
(e) "Board" means the Board of Directors of the Corporation.
(f) "Change in Control" means a change in control of the Corporation of
a nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Exchange Act, whether or
not the Corporation is then subject to such reporting requirements; provided
that, without limitation, such a Change in Control shall be deemed to have
occurred if:
i) Any Person (as defined in Section 3(a)(9) of the Exchange
Act and used in Sections 13(d) and 14(d) thereof, including a "group" as defined
in Section 13(d)) is or becomes the Beneficial Owner, directly or indirectly, of
twenty five percent (25%) or more of the combined voting power of the
outstanding shares of capital stock of the Corporation;
ii) During any period of two (2) consecutive years (not
including any period prior to December 18, 1996) there shall cease to be a
majority of the Board comprised as follows: individuals who at the beginning of
such period constitute the Board and any new director(s) whose election by the
Board or nomination for election by the Corporation's stockholders was approved
by a vote of at least two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved;
iii) The issuance of an Order by the Securities and Exchange
Commission (SEC), under Section 9(a)(2) of the Public Utility Holding Company
Act of 1935 as amended (the "1935 Act"), authorizing a third party to acquire
five percent (5%) or more of the Corporation's voting shares of capital stock;
iv) The shareholders of the Corporation approve a merger or
consolidation of the Corporation with any other corporation, other than a merger
or consolidation which would result in the voting shares of capital stock of the
Corporation outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting shares of
capital stock of the surviving entity) at least eighty percent (80%) of the
combined voting power of the voting shares of capital stock of the Corporation
or such surviving entity outstanding immediately after such merger or
consolidation; or the shareholders of the Corporation approve a plan of complete
liquidation of the Corporation or an agreement for the sale or disposition by
the Corporation of all or substantially all of the Corporation's assets; or
v) The shareholders of the Corporation approve a plan of
complete liquidation, or the sale or disposition of South Carolina Electric &
Gas Company (hereinafter SCE&G), South Carolina Pipeline Corporation, or any
subsidiary of SCANA designated by the Board as a "Material Subsidiary," but such
event shall represent a Change in Control only with respect to a Participant who
has been exclusively assigned to SCE&G, South Carolina Pipeline Corporation, or
the affected Material Subsidiary.
(g) "Code" means the Internal Revenue Code of 1986, as amended.
(h) "Code Limitations" means the limitations imposed by Code Section
415 on the amount of annual retirement benefits payable to employees from
qualified pension plans and by Code Section 401(a)(17) on the amount of annual
compensation that may be taken into account for all qualified plan purposes.
(i) "Committee" means the Management Development and Corporate
Performance Committee of the Board.
(j) "Company" means the Corporation and any subsidiaries of the
Corporation and their successor(s) or assign(s) that adopt this Supplemental
Plan through execution of Agreements with any of their Employees or otherwise.
(k) "Compensation" means "Compensation" as determined under the
Qualified Plan, without regard to the limitation under Section 401(a)(17) of the
Code and including any amounts deferred under any non-qualified deferred
compensation plan of the Corporation (excluding the Supplemental Plan).
(l) "Corporation" means SCANA Corporation, a South Carolina
corporation, or any successor thereto.
(m) "Effective Date" means December 18, 1996.
<PAGE>
(n) "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 and/or directors of the Company.
(o) "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.
(p) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(q) "Participant" means any Eligible Employee who is participating in
the Supplemental Plan in accordance with the provisions herein set forth.
(r) "Qualified Plan" means the SCANA Corporation Retirement Plan, as in
effect on the Effective Date, and as may be further amended and in effect from
time to time.
(s) "Supplemental Plan" means this plan, the SCANA Corporation
Supplemental Executive Retirement Plan.
2.2 Gender and Number. Except when otherwise indicated by the context, any
masculine terminology used herein shall also include the feminine and the
feminine shall include the masculine, and the use of any term herein in the
singular may also include the plural and the plural shall include the singular.
SECTION 3. ELIGIBILITY AND PARTICIPATION
3.1 Eligibility. An Eligible Employee shall become a Participant in the \
Supplemental Plan on the first day on which:
-----------
(a) his accrued benefit calculated under the Qualified Plan is limited
in accordance with either of the Code Limitations or due to his participation in
a non-qualified deferred compensation plan of the Corporation (other than this
Supplemental Plan); and
(b) he enters into an Agreement with the Company regarding his
participation in the Supplemental Plan.
3.2 Termination of Participation. An Eligible Employee who is eligible to
participate in this Supplemental 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
Supplemental Plan. Unless the terms of the Participant's Agreement provide to
the contrary, if the Participant is not eligible for benefits in accordance with
the provisions of Section 4.1 at the time his employment terminates, the
Participant shall terminate his participation in the Supplemental Plan when his
employment with the Company terminates.
3.3 Reemployment of Former Participant. Notwithstanding any provision of the
Supplemental Plan or an Agreement to the contrary, any person reemployed as an
Employee who previously participated in and received benefits under the
Supplemental Plan shall not be eligible to participate again in the Supplemental
Plan, and any payments or future rights to payments under the Supplemental Plan
made or to be made with respect to such Participant shall not be discontinued on
account of such reemployment.
<PAGE>
SECTION 4. BENEFITS
4.1 Eligibility for Benefits. A Participant shall be eligible to commence
receipt of a benefit under the Supplemental Plan in accordance with and subject
to the provisions of the Supplemental Plan, upon the later of the Participant's
termination of employment with the Company or the Participant's Earliest
Retirement Date or in an Agreement; provided, however, that, except as provided
in the following sentence or as may otherwise be provided by an Agreement, no
benefit shall be payable under this Supplemental Plan with respect to a
Participant who terminates employment with the Company prior to becoming vested
in his accrued benefit under the Qualified Plan. Notwithstanding the foregoing,
if a Participant is involuntarily terminated following or incident to a Change
in Control and prior to becoming fully vested in his accrued benefit under the
Qualified Plan, a benefit will be paid under this Supplemental Plan, based on
the Participant's Compensation and Years of Benefit Service at the time of the
Participant's termination of employment.
4.2 Amount of Retirement Benefit. Unless otherwise provided in an Agreement, the
amount of any retirement benefit payable to a Participant pursuant to this
Supplemental Plan shall be determined at the time the Participant first becomes
eligible to receive benefits under the Supplemental Plan and shall be equal to
the excess, if any, of:
i) The monthly pension amount that would have been payable at Normal
Retirement Age or, if applicable, Delayed Retirement Age under the Qualified
Plan to the Participant determined based on Compensation as defined under this
Supplemental Plan and disregarding the Code Limitations and any reductions due
to the Participant's deferral of compensation under any nonqualified deferred
compensation plan of the Company (other than this Supplemental Plan); over
ii) The monthly pension amount payable at Normal Retirement Age or, if
applicable, Delayed Retirement Age under the Qualified Plan to the Participant.
If such benefit is scheduled to commence prior to a Participant's
Normal Retirement Date, the benefit to be paid under this Plan shall be reduced
in accordance with the Early Retirement reduction factors and Actuarial
Equivalent factors under the Qualified Plan as of the date of determination.
4.3 Commencement, Form and Duration of Payment. Unless the terms of the
Participant's Agreement provide to the contrary:
------------------------------------------
(a) Participant's Benefit. Monthly benefit payments for a Participant
shall begin as of the first day of the calendar month next following the later
of the date the Participant's employment with the Company terminates or the
Participant's Earliest Retirement Date under the Qualified Plan and shall be
paid under the normal form of benefit payment under the Qualified Plan; and
(b) Post-Retirement Spouse Benefit. If the Participant dies after
benefit payments have commenced, and he has an eligible Spouse, such Spouse will
then receive monthly benefits equal to 60 percent of the Participant's benefit
for the rest of the Spouse's lifetime.
4.4 Pre-retirement Spouse Benefit. Unless the terms of the Participant's
Agreement provide to the contrary, if a Participant dies on or after the
Effective Date, and satisfies the following conditions:
(a) on the date of his death, he was legally married and had
been so married to the same spouse for at least one year;
and
(b) on the date of his death, he was entitled to a benefit
pursuant to Section 4.1; and
(c) he had not begun to receive payments under this Supplemental
Plan,
his Spouse shall be eligible for a pre-retirement Spouse benefit under
this Supplemental Plan. The Participant's surviving Spouse shall be entitled to
receive monthly benefits beginning on the first of the month next following the
Participant's death and continuing for the remainder of the Spouse's lifetime.
The surviving Spouse's Pre-retirement Spouse Benefit shall be equal to the
excess, if any, of:
i) The monthly pension amount that would have been payable
under the Qualified Plan to the surviving Spouse (as a 60 percent survivor
annuity) determined based on the Participant's Compensation as defined under
this Supplemental Plan and disregarding the Code Limitations and any reductions
due to the Participant's deferral of compensation under any nonqualified
deferred compensation plan of the Company (other than this Supplemental Plan);
over
ii) The actual monthly pension amount payable to the surviving
Spouse under the Qualified Plan.
4.5 Documentation. Each person eligible for a benefit under the Supplemental
Plan shall furnish the Corporation with such documents, evidence, data or
information in support of such application as the Corporation considers
necessary or desirable.
SECTION 5. FINANCING
5.1 Financing of Benefits. Participants shall not be required or permitted to
make any contribution under the Supplemental Plan. Benefits shall be payable,
when due, by the Corporation, out of its current operating revenue to the extent
not paid from a trust created pursuant to Section 5.2. The Corporation's
obligation to make payments to the recipient when due shall be contractual in
nature only, and participation in the Supplemental Plan will not create in favor
of any Participant any right or lien against the assets of the Corporation. No
benefits under the Supplemental Plan shall be required to be funded by a trust
fund or insurance contracts or otherwise. Prior to benefits becoming due, the
Corporation shall expense the calculated liabilities in accordance with policies
determined appropriate by the Corporation and its auditors.
5.2 "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 or its
designee, 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.
SECTION 6. GENERAL PROVISIONS
6.1 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 Supplemental Plan shall affect the right of a
recipient to participate in and receive benefits under and in accordance with
any pension, profit-sharing, deferred compensation or other benefit plan or
program of the Company.
6.2 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, except as may be applicable in the circumstance of death of a
Participant under South Carolina 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.
6.3 Severability. If any particular provision of the Supplemental 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 Supplemental Plan, and the Supplemental Plan shall be construed and enforced
as if the illegal or unenforceable provision had not been included.
6.4 No Individual Liability. It is declared to be the express purpose and
intention of the Supplemental 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 Supplemental Plan.
6.5 Applicable Law. The Supplemental Plan shall be governed by and construed in
accordance with the laws of the State of South Carolina except to the extent
governed by applicable Federal law.
SECTION 7. PLAN ADMINISTRATION, AMENDMENT AND TERMINATION
7.1 In General. The Supplemental Plan shall be administered by the Committee,
which shall have the sole authority to construe and interpret the terms and
provisions of the Supplemental 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 the
Supplemental 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 Supplemental Plan shall be borne by the Corporation.
7.6 Tax Withholding. The Corporation shall have the right to deduct from all
payments made from the Supplemental 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
Supplemental Plan shall be conclusively presumed to be mentally competent and of
age until the Corporation 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 Corporation finds that any person to whom a
benefit is payable under the Supplemental 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 Corporation 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 Supplemental 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
Corporation. Any payment made under the provisions of this Section 7.7 shall be
a complete discharge of liability therefor under the Supplemental 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 surviving
Spouse 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 Spouse.
7.10 Amendment and Termination. The Corporation expects the Supplemental 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 Supplemental Plan at any time by action of its Board; provided,
however, that if the Supplemental Plan is amended to discontinue or reduce the
amount of Supplemental Plan benefit payments (except as may be required pursuant
to any plan arising from insolvency or bankruptcy proceedings): (a) Participants
who have retired under the Supplemental Plan or their surviving Spouses shall
continue to be paid in the amount and manner (as provided under Section 4
hereof) as they were being paid at the time of the amendment or discontinuance
of the Supplemental Plan, and (b) the accrued benefits under the Supplemental
Plan of any future retirees shall not be reduced below the level accrued as of
the date of amendment. If the Board amends the Supplemental Plan to cease future
accruals hereunder or terminates the Supplemental Plan, the Board may, in its
sole discretion, direct that the actuarial equivalent present value of each
Participant's accrued benefits be paid to each Participant (or surviving Spouse,
if applicable) in an immediate lump sum payment (with such Actuarial Equivalent
present value being determined in the manner indicated in Section 4); in the
absence of any such direction from the Board, the Supplemental Plan shall
continue as a "frozen" plan under which no future accruals will be recognized
and each Participant's benefits shall be paid in accordance with Section 4.
SECTION 8. CHANGE IN CONTROL PROVISIONS
8.1 Accelerated Distributions Upon Change in Control. Notwithstanding anything
in this Supplemental Plan to the contrary, and subject to the terms of any
Agreement, 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 Present Value of all amounts (or remaining amounts) owed under this
Supplemental Plan and each underlying Agreement as of the date of such Change in
Control (referred to as each Participant's "SERP Benefit") shall become
immediately due and payable. All SERP Benefits payable under this Section 8.1
shall be paid to each Participant (and his or her Beneficiary) in the form of a
single lump sum payment of the Actuarial Equivalent present value of all such
amounts owed, 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 SERP Benefit and the Gross-Up Payment provided for by
this Section 8 shall be equal to the Actuarial Equivalent present value of the
Participant's SERP Benefit. Such payment shall be made by the Corporation (or to
the extent assets are transferred to a "rabbi trust" for such purpose, 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 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 under the other applicable provisions of this Supplemental Plan
and/or any 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 SERP 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 Supplemental 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 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.
8.4 Successors. Notwithstanding anything in this Supplemental Plan to the
contrary, and subject to the terms of an Agreement, 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 Supplemental 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 Supplemental Plan, and/or any Agreement, based
on benefits earned to the date of such Change in Control, with no requirement
for a successor to provide for accruals 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 Supplemental Plan to
provide for an automatic lump sum distribution of the Actuarial Equivalent of
Participants' benefits hereunder without such amendment being treated as an
amendment reducing any benefits earned.
<PAGE>
8.5 Amendment and Termination After Change in Control. Notwithstanding the
foregoing, and subject to Section 8, no amendment, modification or termination
of the Supplemental Plan may be made, and no Participants may be added to the
Supplemental 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 Supplemental Plan's Participants covered by the Supplemental Plan at such
time. In all events, however, the Corporation reserves the right to amend,
modify or delete the provisions of this 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.
IN WITNESS WHEREOF, SCANA Corporation has caused this instrument to be
executed by its duly authorized officers and its corporate seal to be hereunto
affixed, this _____ day of __________, 1997, effective as of October 21, 1997.
SCANA CORPORATION
By: ________________________
Title: ______________________
ATTEST:
By: __________________________
Secretary
Exhibit 10(c)
SCANA CORPORATION
KEY EXECUTIVE SEVERANCE BENEFITS PLAN
as amended and restated
effective as of
October 21, 1997
<PAGE>
SCANA CORPORATION
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 4
SECTION 3 ELIGIBILITY AND PARTICIPATION 5
3.1 Eligibility 5
3.2 Termination of Participation 5
SECTION 4 BENEFITS 6
4.1 Right to KESBP Benefits 6
4.2 Description of KESBP Benefits 6
4.3 Gross-Up Payments Upon Change in Control 6
4.4 Tax Computation 6
4.5 Form and Timing of Severance Benefits 7
4.6 No Subsequent Recalculation of Plan Liability 7
4.7 Benefits Under Other Plans 7
SECTION 5 BENEFICIARY DESIGNATION 8
5.1 Designation of Beneficiary 8
5.2 Death of Beneficiary 8
5.3 Ineffective Designation 8
<PAGE>
SECTION 6 GENERAL PROVISIONS 1
6.1 Contractual Obligation 10
6.2 Unsecured Interest 10
6.3 "Rabbi" Trust 10
6.4 Employment/Participation Rights 10
6.5 Nonalienation of Benefits 11
6.6 Severability 11
6.7 No Individual Liability 11
6.8 Applicable Law 11
SECTION 7 PLAN ADMINISTRATION, AMENDMENT AND TERMINATION 12
7.1 In General 12
7.2 Claims Procedure 12
7.3 Finality of Determination 12
7.4 Delegation of Authority 12
7.5 Expenses 12
7.6 Tax Withholding 12
7.7 Incompetency 12
7.8 Action by Corporation 13
7.9 Notice of Address 13
7.10 Amendment and Termination 13
SECTION 8 EXECUTION 14
<PAGE>
SCANA CORPORATION
KEY EXECUTIVE SEVERANCE BENEFITS PLAN
(As Amended and Restated)
SECTION 1. ESTABLISHMENT AND PURPOSE
1.1 Establishment of the Plan. SCANA Corporation, a South Carolina corporation,
has established a severance plan to be known as the "SCANA Corporation Key
Executive Severance Benefits Plan" (hereinafter referred to as the "Plan"), as
set forth in this document. The Plan was originally effective February 28, 1990
and has been amended from time to time, with the latest amendments adopted
effective as of October 21, 1997.
1.2 Description of the Plan. This Plan is intended to constitute a severance
benefits plan which is unfunded and established primarily for the purpose of
providing severance benefits for a select group of management or highly
compensated employees.
1.3 Purpose of the Plan. The purpose of this Plan is to advance the interests of
the Company by providing highly qualified Company executives and other key
personnel with an assurance of equitable treatment in terms of compensation and
economic security and to induce continued employment with the Company in the
event of certain spin-offs, divestitures, or an acquisition or other Change in
Control. The Corporation believes that an assurance of equitable treatment will
enable valued executives and key personnel to maintain productivity and focus
during a period of significant uncertainty inherent in such situations and that
a severance compensation plan of this kind will aid the Company in attracting
and retaining the highly qualified professionals who are essential to its
success.
<PAGE>
SECTION 2. DEFINITIONS
2.1 Definitions. Whenever used herein, the following terms shall have the
meanings set forth below, unless otherwise expressly provided herein or unless a
different meaning is plainly required by the context, and when the defined
meaning is intended, the term is capitalized:
(a) "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;
iii) The issuance of an Order by the Securities and Exchange
Commission (SEC), under Section 9(a)(2) of the Public Utility Holding
Company Act of 1935, as amended (the "1935 Act"), authorizing a third
party to acquire five percent (5%) or more of the Corporation's voting
shares of capital stock;
iv) The shareholders of the Corporation approve a merger or
consolidation of the Corporation with any other corporation, other than
a merger or consolidation which would result in the voting shares of
capital stock of the Corporation outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting shares of capital stock of the surviving entity)
at least eighty percent (80%) of the combined voting power of the
voting shares of capital stock of the Corporation or such surviving
entity outstanding immediately after such merger or consolidation; or
the shareholders of the Corporation approve a plan of complete
liquidation of the Corporation or an agreement for the sale or
disposition by the Corporation of all or substantially all of the
Corporation's assets; or
v) The shareholders of the Corporation approve a plan of complete
liquidation, or the sale or disposition of South Carolina Electric &
Gas Company (hereinafter SCE&G), South Carolina Pipeline Corporation,
or any subsidiary of the Corporation designated by the Board as a
"Material Subsidiary," but such event shall represent a Change in
Control only with respect to a Participant who has been exclusively
assigned to SCE&G, South Carolina Pipeline Corporation, or the affected
Material Subsidiary.
(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.
(i) "Corporation" means SCANA Corporation, a South Carolina corporation, or
any successor thereto.
(j) "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.
(k) "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.
(l) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(m) "KESBP Benefit" means the benefits as provided in Article 4 herein.
(n) "Participant" means an individual satisfying the eligibility
requirements of Section 3.
(o) "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).
(p) "Plan" means the SCANA Corporation Key Employee Severance Benefits
Plan, as herein described.
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.
<PAGE>
SECTION 3. ELIGIBILITY AND PARTICIPATION
3.1 Eligibility. An Eligible Employee shall become a Participant in the Plan
when selected for such participation by the Committee, in a writing signed by a
member of the Committee. Once a Participant is selected for participation, the
Participant retains a nonforfeitable right to be covered under the provisions of
this Plan unless and until the Participant is again notified, in a writing
signed by a member of the Committee, that the Participant is no longer covered
by the provisions of this Plan. Notwithstanding any provision herein to the
contrary, a Participant's right to participate in this Plan shall expire upon
the termination of the Plan, as provided herein.
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.
<PAGE>
SECTION 4. BENEFITS
4.1 Right to KESBP Benefits. A Participant shall be entitled to receive from the
Company KESBP Benefits as described in Sections 4.2 and 4.3 upon the occurrence
of a Change in Control.
4.2 Description of KESBP Benefits. Upon a Change in Control, the Company shall
pay to each Participant and provide him/her with the following:
(a) An amount determined by the Committee (or for purposes of this Section
4, its designee) intended to approximate 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;
(b) 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. 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, or any applicable individual
Participant agreement, immediately prior to the Change in
Control.
(c) An 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 effective date of the Change
in Control.
All amounts owed under this Section
4.2 shall be calculated by the Committee or its designee in its sole
discretion.
4.3 Gross-Up Payments. Notwithstanding anything in this Plan to the contrary,
the benefits described in Section 4.2 (referred to as each Participant's "KESBP
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 KESBP Benefit and the
Gross-Up Payment provided for by this Section 4.3 shall be equal to the value of
the Participant's KESBP Benefit.
4.4 Tax Computation. For purposes of determining the amount of the Gross-Up
Payment referred to in Section 4.3, whether any of a Participant's KESBP 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.
4.5 Form and Timing of KESBP Benefits. All payments under this Plan 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) in the form of a single lump sum cash payment 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.
4.6 No Subsequent Recalculation of Plan Liability. The Gross-Up Payments
described in Sections 4.3 and 4.4 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.
4.7 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.
<PAGE>
SECTION 5. BENEFICIARY DESIGNATION
5.1 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.
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.
<PAGE>
SECTION 6. GENERAL PROVISIONS
6.2 Unsecured Interest. 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.
6.2 Unsecured Interest. No Participant or Beneficiary shall have any interest
whatsoever in any specific asset of the Corporation. To the extent that any
person acquires a right to receive payment under this Plan, such right shall be
no greater than the right of any unsecured general creditor of the Corporation.
6.3 "Rabbi" Trust. 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 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.
6.5 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.
6.6 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.
6.7 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.
6.8 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.
<PAGE>
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.
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.
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 amended and restated SCANA
Corporation Key Executive Severance Benefits Plan to be executed by its duly
authorized officer this ______ day of __________________________, 199___, to be
effective as of October 21, 1997.
SCANA Corporation
By:___________________________
Title:________________________
ATTEST:
-----------------------------
Secretary
Exhibit 10(d)
SCANA CORPORATION
SUPPLEMENTARY KEY EXECUTIVE
SEVERANCE BENEFITS PLAN
effective as of
December 17, 1997
<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
<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
<PAGE>
108
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 December 17, 1997.
1.2 Description of the Plan. This Plan is intended to constitute a
severance benefits plan which is unfunded and established primarily for
the purpose of providing severance benefits for a select group of
management or highly compensated employees.
1.3 Purpose of the Plan. The purpose of this Plan is to advance the
interests of the Company by providing highly qualified Company
executives and other key personnel with an assurance of equitable
treatment in terms of compensation and economic security and to induce
continued employment with the Company in the event of certain
spin-offs, divestitures, or an acquisition or other Change in Control.
The Corporation believes that an assurance of equitable treatment will
enable valued executives and key personnel to maintain productivity and
focus during a period of significant uncertainty inherent in such
situations and that a severance compensation plan of this kind will aid
the Company in attracting and retaining the highly qualified
professionals who are essential to its success.
SECTION 2. DEFINITIONS
2.1 Definitions. Whenever used herein, the following terms shall have the
meanings set forth below, unless otherwise expressly provided herein or
unless a different meaning is plainly required by the context, and when
the defined meaning is intended, the term is capitalized:
(a) "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;
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.
(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;
(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;
(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;
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:
(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.
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;
(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.
(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
(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.
<PAGE>
4.8 Participant's Obligations. Subject to the terms and conditions of this
Plan, in the event of a Potential Change in Control of the Company,
each Participant is required to remain with the Company until the
earliest of (i) a date which is six (6) months after the occurrence of
such Potential Change in Control of the Company; or (ii) a termination
by a Participant of the Participant's employment by reason of Total and
Permanent Disability or Retirement; or (iii) the occurrence of a Change
in Control of the Company.
4.9 Termination for Just Cause. Nothing in this Plan shall be construed to
prevent the Company from terminating a Participant's employment for
Just Cause. In such case, no Severance Benefits shall be payable to the
Participant under this Plan.
4.10 Form 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.
4.11 Tax 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 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.
<PAGE>
(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.
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.
6.2 Unsecured Interest. No Participant or Beneficiary shall have any
interest whatsoever in any specific asset of the Corporation. To the
extent that any person acquires a right to receive payment under this
Plan, such right shall be no greater than the right of any unsecured
general creditor of the Corporation.
6.3 "Rabbi" Trust. 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.
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.
<PAGE>
(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.
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.
--------
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.
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.
<PAGE>
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 ______ day of __________________________, 199___, to be
effective as of December 17, 1997.
SCANA Corporation
By:________________________________
Title:_______________________________
ATTEST:
- ------------------------------------
Secretary
Exhibit 10(e)
SCANA CORPORATION
PERFORMANCE SHARE PLAN
(As Amended and Restated
Effective January 1, 1998)
<PAGE>
SCANA CORPORATION
PERFORMANCE SHARE PLAN
TABLE OF CONTENTS
Page
SECTION 1. PURPOSE AND EFFECTIVE DATE...........................1
1.1 Purpose of the Plan............................1
1.2 Effective Date of the Plan.....................1
SECTION 2. DEFINITIONS..........................................3
2.1 Definitions....................................3
2.2 Gender and Number..............................4
SECTION 3. ELIGIBILITY AND PARTICIPATION........................5
3.1 Eligibility....................................5
3.2 Participation..................................5
SECTION 4. HOW THE PLAN WORKS...................................6
4.1 Overview.......................................6
4.2 Performance Periods and Cycles.................6
4.3 Target Awards and Target Shares................6
4.4 Performance Criteria and Measurement...........6
4.5 New Performance Award Periods..................7
SECTION 5. AWARD DETERMINATION..................................8
5.1 Preliminary Determination......................8
5.2 Final Determination............................8
5.3 Dividends......................................9
SECTION 6. FORM AND TIMING OF PAYMENT..........................10
6.1 Form and Timing of Payment....................10
6.2 Committee Certification.......................10
6.3 Performance Award Tax Consequences............10
6.4 Number of Corporation's Shares that may
be Distributed................................10
6.5 Recapitalization..............................10
SECTION 7. TERMINATION OF EMPLOYMENT...........................12
7.1 General Rule..................................12
7.2 Termination of Employment for Reasons
Other Than Death, Disability or Retirement....12
SECTION 8. BENEFICIARY DESIGNATION.............................13
8.1 Designation of Beneficiary....................13
8.2 Death of Beneficiary..........................13
8.3 Ineffective Designation.......................14
<PAGE>
SECTION 9. CHANGE IN CONTROL DISTRIBUTIONS..............................15
9.1 Accelerated Distributions Upon Change in Control.......15
9.2 Tax Computation........................................15
9.3 No Subsequent Recalculation of Tax Liability...........15
SECTION 10. GENERAL PROVISIONS..........................................16
10.1 Employment/Participation Rights........................16
10.2 Nonalienation of Benefits..............................16
10.3 Transferability Restriction as to Target Shares........16
10.4 Regarding the Securities Act of 1933...................16
10.5 Regarding Section 16 of the Securities Exchange
Act of 1934............................................17
10.6 Severability...........................................17
10.7 No Individual Liability................................17
10.8 Applicable Law.........................................17
SECTION 11. PLAN ADMINISTRATION, AMENDMENT AND TERMINATION..............18
11.1 In General.............................................18
11.2 Claims Procedure.......................................18
11.3 Finality of Determination..............................18
11.4 Expenses...............................................18
11.5 Tax Withholding........................................19
11.6 Incompetency...........................................19
11.7 Action by Corporation..................................19
11.8 Notice of Address......................................19
11.9 Amendment and Termination..............................19
<PAGE>
SCANA CORPORATION
PERFORMANCE SHARE PLAN
(As Amended and Restated Effective January 1, 1998)
SECTION 1. PURPOSE AND EFFECTIVE DATE
1.1 Purpose of the Plan.1 Purpose of the Plan.1 Purpose of the Plan. The
SCANA Corporation Performance Share Plan ("Plan") is a long-term
executive compensation incentive plan having as its purpose the
rewarding of superior performance with a variable component of pay. The
Plan provides as an element of executive compensation an award amount
tied directly to corporate performance over three years. The Plan is
intended to balance the short-term emphasis of the annual cash
incentive portion of the Executive Incentive Plan with a longer-term
perspective and to reinforce strategic goals by linking them to
compensation.
The Plan is an incentive program within the context of Department of
Labor Regulation ss.2510.3-2(c), and as such is not an "employee
pension benefit plan" or "pension plan" for purposes of the Employee
Retirement Income Security Act of 1974, as amended, as the payouts
hereunder are not systematically deferred to the termination of covered
employment or beyond or to provide retirement income to executive
employees.
Under Section 162(m) of the Internal Revenue Code of 1986, as amended
and the treasury regulations promulgated thereunder, the $1 million
deduction limitation on compensation paid to covered employees by a
publicly held corporation does not apply to qualified performance-based
compensation. Under the Plan, the Committee (as hereinafter defined)
may award qualified performance-based compensation (within the meaning
of Treas. Reg. ss. 1.162-27(e)) or the Committee may grant awards that
do not qualify as qualified performance-based compensation.
1.2 Effective Date of the Plan.2 Effective Date of the Plan.2 Effective
Date of the Plan. The effective date of the Plan is January 1, 1990, as
adopted by the Board of Directors of SCANA Corporation ("Board") on
April 25, 1990. The Plan was amended and restated by the Board on
February 18, 1992, effective as of January 1, 1992; the Target Awards
for the 1992 Cycle were made subject to the approval by SCANA
Corporation shareholders of the Plan which was received on April 22,
1992. The Plan was amended on February 16, 1993 and December 18, 1996
and subject to receiving shareholder approval at the 1998 annual
meeting was amended and restated in its entirety on February 17, 1998,
to be effective for Target Awards granted after January 1, 1998. Target
Awards granted prior to January 1, 1998 shall be governed by the terms
of the Plan in effect prior to this amendment and restatement; except
that any issuances of the common stock of the Corporation (as
hereinafter defined) shall be subject to Section 10.5.
SECTION 2. DEFINITIONS
2.1 Definitions.1 Definitions.1 Definitions. Whenever used herein, the
following terms shall have the meanings set forth below, unless
otherwise expressly provided herein or unless a different meaning is
plainly required by the context, and when the defined meaning is
intended, the term is capitalized:
(a) "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 a Participant's
death, is entitled to receive the Participant's benefits under the Plan
in accordance with Section 8 hereof.
(c) "Board" means the Board of Directors of the Corporation.
(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:
(1) 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 such term is used in Section 13(d)) is or becomes
the Beneficial Owner, directly or indirectly, of 25% or more
of the combined voting power of the outstanding shares of
capital stock of the Corporation;
(2) During any period of two 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 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;
(3) The Securities and Exchange Commission (SEC) issues an
order under Section 9(a)(2) of the Public Utility Holding Act
of 1935 (the "1935 Act"), authorizing a third party to acquire
5% or more of the Corporation's voting shares of capital
stock;
(4) 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 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
(5) The shareholders of the Corporation approve a plan of
complete liquidation, or sale or disposition of, South
Carolina Electric & Gas Company ("SCE&G"), South Carolina
Pipeline Corporation or any subsidiary of the Corporation
designated by the Board as a "Material Subsidiary," but such
event shall represent a Change in Control only with respect to
a Participant who has been assigned exclusively 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 committee established pursuant to Section
11.1 to administer the Plan.
(g) "Corporation" means SCANA Corporation, a South Carolina
corporation, or any successor thereto.
(h) "Covered Participant" means a Participant who is a "covered
employee" within the meaning of Section 1.162-27(c)(2) of the Treasury
Regulations promulgated with respect to Section 162 of the Code.
(i) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(j) "Participant" means an individual satisfying the eligibility
requirements of Section 3.
(k) "Plan" means this Amended and Restated Performance Share Plan.
(l) Year" means the calendar year.
2.2 Gender and Number.2 Gender and Number.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.1 Eligibility.1 Eligibility. Eligibility in the Plan is
restricted to (a) those executives of the Corporation and of
subsidiaries of the Corporation who the Chief Executive Officer of the
Corporation ("CEO") nominates for participation, and (b) the CEO. The
underlying criteria for nomination is an executive within salary grades
E-1 through E-12 (or, in the case of a nonofficer executive, a salary
that is equivalent to the above enumerated grades), and determination
in the discretion of the CEO that the selected executive serves in a
role that is directly or indirectly (as per employment with a
Corporation subsidiary) key to the Corporation's success.
3.2 Participation. Participation in the Plan is restricted to (a) those
executives of the Corporation and of the subsidiaries of the
Corporation who are eligible to participate in the Plan pursuant to
Section 3.1 of the Plan, and (b) who are determined, in the discretion
of the Committee, to serve in a role that is directly or indirectly (as
per employment with a Corporation subsidiary) key to the Corporation's
success. Participation will be reevaluated and determined at the
beginning of each Performance Period. No executive shall have the right
to be nominated by the CEO or selected by the Committee for
participation in the Plan. To the extent that the Committee intends for
an award to qualify as qualified performance-based compensation, the
Committee will need to make the participation determination with
respect to a Covered Participant not later than 90 days after the
commencement of the Performance Period (as defined in Section 4.2).
SECTION 4. HOW THE PLAN WORKS
4.1 Overview.1 Overview.1 Overview. The objective of the Plan is to measure
the Corporation's Total Shareholder Return (as defined in Section 4.4)
over each Performance Period relative to a peer group of utilities,
and, based upon the performance achieved, make a payout ranging from 0%
to 150% of a target award ("Target Award") expressed as a number of
shares of the Corporation's common stock ("Target Shares") assigned to
each Participant in accordance with the Participant's control point
(E-1 through E-12 classification or, in the case of a nonofficer
executive, the control point determined by the Committee), the higher
the pay grade the greater the number of Target Shares.
4.2 Performance Periods and Cycles.2 Performance Periods and
Cycles.2Performance Periods and Cycles. Each performance period (a
"Performance Period") shall be a period of three consecutive calendar
years, and shall be designated as a cycle (a "Cycle"). Each calendar
year shall begin a new cycle, as demonstrated by the following:
1998 1999 2000 2001 2002 2003
1998 Cycle: A A A
1999 Cycle: B B B
2000 Cycle: C C C
2001 Cycle: D D D
4.3 Target Awards and Target Shares.3 Target Awards and Target Shares.3
Target Awards and Target Shares. Target Awards in dollars for each
Cycle are designated for each Participant as a function of a designated
percentage of the Participant's control point for his pay grade. The
Target Award in dollars for each Participant is then converted to a
Target Share designation by dividing the Target Award amount by the
closing price per share of the Corporation's common stock on December
31 (or last trading date) of the calendar year immediately preceding
the first calendar year of the Cycle. To the extent that the Committee
intends for an award to qualify as qualified performance-based
compensation, the Committee must determine the Target Awards with
respect to a Covered Participant not later than 90 days after the
commencement of the Performance Period (as defined in Section 4.2).
4.4 Performance Criteria and Measurement.4 Performance Criteria and
Measurement.4 Performance Criteria and Measurement. The Corporation's
Total Shareholder Return is measured over the three calendar years of
each Cycle in comparison to a peer group of electric and gas utilities
each having annual revenue in excess of $100 million. The Committee may
change for each Cycle the number of and/or individual composite
companies of the peer group. Subsequently within a Cycle and subject to
the limitations contained in Section 5.2, in response to circumstances
affecting certain individual companies of the peer group (e.g.,
merger), the Committee may find it necessary to add to or otherwise
modify the listing of companies comprising the peer group. The purpose
of any such change is to establish and maintain a peer group that is
objectively comparable to the Corporation to promote consistency within
and between Cycles as an underlying premise for the integrity of
performance evaluation. It is within this context, as an additional
corrective measure, that per Section 5.2 the Committee may adjust the
payout amounts otherwise indicated per Section 5.1.
Total shareholder return ("Total Shareholder Return") for each Cycle is
calculated after the end of the third calendar year of the Cycle using
the following formula:
(A) Closing Stock Price at December 31st (or last trading
date) of the third calendar year of Cycle ("Ending
Stock Price") less:
(B) Closing Stock Price at December 31st (or last trading
date) of the calendar year immediately preceding the
first calendar year of the Cycle ("Beginning Stock
Price") plus:
(C) The sum of all cash dividends paid per share during the
Cycle equals:
(D) Net Number
Divide (D) by (B) to yield Total Shareholder Return
The result for the Corporation is then compared to the individual
results of the companies comprising the peer group to determine the
award in accordance with Section 5.
Calculations will be adjusted by the Committee as appropriate for
transactions described in Section 1.162-27(e)(2)(iii)(C) of the
Treasury Regulations (e.g. stock split, dividend, merger, etc.)
The computation of Total Shareholder Return also will be made for the
Corporation and each of the companies of the peer group after the close
of each of the first and second calendar years within each Cycle, with
the data for items (A) and (C) of the above formula. The annual
computation will render an on-going indication of the Corporation's
comparative economic performance to the peer group for the subject
Cycle.
4.5 New Performance Award Periods.5 New Performance Award Periods.5New
Performance Award Periods. Subject to Section 11.9, new performance
award periods may be initiated under the Plan for five years from the
effective date of this amendment and restatement.
<PAGE>
SECTION 5. AWARD DETERMINATION
5.1 Preliminary Determination.1 Preliminary Determination.1 Preliminary
Determination. The performance achieved during each three-year Cycle
will preliminarily indicate a payout as a percent of Target Shares
awarded as follows:
As Compared Payout As A %
Performance To Peer of Target
Achieved Group Companies Awarded
Outstanding at or above 75 150% only (the
percentile maximum)
Target at or above 50 100% to 148%
percentile but less
than 75 percentile
Threshold at or above 33 40% to 95%
percentile but less
than 50 percentile
Below Threshold below 33 0%
percentile
The Threshold and Target performance categories, unlike the other two
performance categories, renders payout on a sliding scale depending
upon where the Corporation's performance ranking lies in comparison to
the performance ranking of the individual companies comprising the peer
group. Addendum A, Total Shareholder Return Award Calculations, sets
forth the detailed table of payouts for the respective range of
performance ranking percentages. Performance Achieved is categorized
per Addendum A in whole percentages only, requiring the rounding of
computational results to the nearest whole number, with .5 results
rounded up if the resulting whole number would be an even number or
rounded down if the resulting whole number would be an odd number.
Notwithstanding the foregoing, the Committee may redefine for any Cycle
the above category levels of performance as well as the respective
payout percentages of Target Shares awarded. To the extent that the
Committee intends for an award to qualify as qualified
performance-based compensation, the Committee will need to redefine the
performance levels and payout percentages for a Covered Participant not
later than 90 days after the commencement of the applicable Performance
Period.
5.2 Final Determination.2 Final Determination.2 Final Determination. The
Committee will review the award amounts determined based on the
performance achieved and, at its discretion, adjust the final payout
amounts for all Participants in accordance with the purposes expressed
in Section 4.4.
In making adjustments, the Committee may consider factors such as, but
not limited to, the following:
(a) Significant acquisitions (or divestitures) within the Corporation's
affiliated group;
(b) Significant acquisitions or divestitures among peer group companies;
and
(c) Other unusual items of material consequence.
If the Committee's exercise of discretion pursuant to Section 4.4 or 5.2 results
in an increase in the amount of compensation to be payable under the Plan, the
Committee's modifications made pursuant to Section 4.4 or 5.2 may cause the
performance awards for Covered Participants to fail to qualify as qualified
performance-based compensation. Except for distributions pursuant to Section 9,
the maximum annual award distributed to any employee under this Plan (including
amounts awarded pursuant to Section 5.3) shall not exceed an amount having a
value equal to the value of 25,000 shares of common stock of the Corporation as
of the date of distribution.
5.3 Dividends.3 Dividends.3 Dividends. After the end of a Cycle, dividends
will be paid on the award shares earned, 40% to 150% of Target Shares
earned (the "Earned Shares"), as if the Earned Shares had been
outstanding during the entire Cycle as provided in Section 6.1. The
amount of such dividends payable will be computed by multiplying the
number of Earned Shares by the sum of all cash dividends paid per share
during the Cycle as noted in Section 4.4(C) above.
SECTION 6. FORM AND TIMING OF PAYMENT
6.1 Form and Timing of Payment.1 Form and Timing of Payment.1Form and
Timing of Payment. Except as provided in Section 9, the award values
(Earned Shares plus related dividends) may be paid in shares of the
Corporation's common stock or in cash, or in any combination thereof.
Unless otherwise deferred in accordance with the terms of the
Corporation's Voluntary Deferral Plan, awards will be paid out as soon
as possible after the end of each Cycle except as provided in Section
9. If award dividends are paid in stock, the number of shares to be
issued will be determined by dividing the amount of the award dividends
earned by the closing stock price at December 31st (or last trading
date) of the third calendar year of the Cycle. If Earned Shares are
paid in cash, the amount to be paid shall be determined by multiplying
the number of Earned Shares by the closing stock price at December 31st
(or last trading date) of the third calendar year of the Cycle.
6.2 Committee Certification. Prior to the payment of any performance awards
to a Covered Participant, the Committee shall certify in writing the
computation of the Covered Participant's performance awards (including
the extent that performance goals were in fact satisfied). For purposes
of satisfying the requirements of this section, approved minutes of the
Committee meeting in which the computation is made or reviewed will be
deemed to constitute written certification.
6.3 Performance Award Tax Consequences. The Committee shall administer and
construe the Plan in a manner so that no tax liability is incurred by
the participating executive until the performance awards are actually
paid.
6.4 Number of Corporation's Shares that may be Distributed.4Number of
Corporation's Shares that may be Distributed.4 Number of Corporation's
Shares that may be Distributed. The total number of shares of the
Corporation's common stock that may be distributed under this Plan
originally set at 500,000 shares, and having an undistributed balance
of 460,772 shares immediately prior to the 2-for-1 split of the
Corporation's common stock approved by the Board effective at the close
of business on May 11, 1995, per Resolution dated April 27, 1995, was
on May 11, 1995 adjusted to an undistributed balance of 921,544 shares
in accordance with the recapitalization provision of the Plan (see
Section 6.5), and as of the effective date of this Amended and Restated
Plan document, the undistributed balance is 849,712 shares. The shares
to be issued under this Plan may be either original issue shares or
shares purchased by the Plan in the open market.
With respect to any applicable Cycle under this Plan, if the maximum
number of shares of the Corporation's common stock which could be
distributed as to both Earned Shares and the related dividend awards
thereon are not in fact paid out after the end of the Cycle, then the
number of shares of such common stock not distributed shall be
available for payouts under this Plan with respect to subsequent
Cycles.
6.5 Recapitalization.5 Recapitalization.5 Recapitalization. In the event of
any increase or decrease in the total number of shares of the
Corporation's common stock resulting from a subdivision or
consolidation of shares or other capital adjustment or the payment of a
stock dividend or other increase or decrease in such shares effected
without receipt of consideration by the Corporation, the maximum number
of shares of such common stock which may be distributed under the Plan,
the number of Target Shares awarded under the Plan and the number of
shares of the Corporation's common stock covered by each outstanding
Target Share award shall be adjusted accordingly. Any such shares shall
be subject to the same Plan provisions as the shares originally covered
under the award.
<PAGE>
SECTION 7. TERMINATION OF EMPLOYMENT
7.1 General Rule.1 General Rule.1 General Rule. If death, disability or
early or normal retirement, as defined in the SCANA Corporation
Retirement Plan, occurs prior to the end of one or more Cycles in which
an executive was a Participant, the Participant's performance award for
each such Cycle will be paid as soon as possible after the end of each
cycle except as provided in Section 9. Any award under this Section
will be calculated as follows for each Cycle in which the executive was
a Participant:
(Target Shares) x (Payout % determined under Section 5.1 based
upon performance results determined under Section 4) x (the
fraction, the numerator of which is the number of months of
continuous employment completed of the Cycle, counting the
month of death, disability or retirement as though a full
month of employment, and the denominator of which is 36).
Added to this amount will be an award for dividends attributable to the
Earned Shares in accordance with Section 5.3 above, but for each
incomplete Cycle applicable only for the months of continuous
employment completed, counting the month of death, disability or
retirement as though a full month employment.
7.2 Termination of Employment for Reasons Other Than Death, Disability or
Retirement terminated for reasons other than death, disability or
normal or early retirement before the end of one or more Cycles in
which the executive is a Participant, the individual's performance
awards will be canceled and his tentative rights thereto forfeited
unless the Committee in the exercise of its discretion determines that
a performance payout should be made to the Participant under the
circumstances of the termination. In this latter event, the payout
shall be in whatever amount the Board determines, not to exceed,
however, the amount that would be calculated if Section 7.1 was
applicable as to each Cycle in which the executive was a Participant.
Subject to Section 9, any such payout will be made in accordance with
the provisions of Section 7.1.
SECTION 8. BENEFICIARY DESIGNATION
8.1 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 must be in writing and signed by
the Participant. A designation shall be effective only if and
when delivered to the Corporation during the lifetime of the
Participant. The Participant also may change the 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 the office of the
Secretary, and shall be processed as indicated in subsection
(b) below by the Secretary or by her authorized designee.
(b) The Secretary of SCANA Corporation (or her 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 to be signed; and
(2) if signed, stamp the designation "Received", indicate the date of
receipt, and initial the designation in the proximity of the
stamp.
<PAGE>
8.2 Death of Beneficiary
(a) In the event that all of the Beneficiaries named pursuant to
Section 8.1 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
per the designation made pursuant to Section 8.1, 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.
8.3 Ineffective Designation
(a) In the event a Participant does not designate a Beneficiary,
or if for any reason a designation is entirely ineffective,
the amounts that otherwise would have been paid to the
Beneficiary shall be paid to the Participant's estate as the
alternate Beneficiary.
(b) In the circumstance that designations are effective in part
and ineffective in part, to the extent that a designation is
effective, distribution shall be made so as to carry out as
closely as discernable the intent of the Participant, with the
result that only to the extent that a designation is
ineffective shall distribution instead be made to the
Participant's estate as an alternate Beneficiary.
SECTION 9. CHANGE IN CONTROL DISTRIBUTIONS
9.1 Accelerated Distributions Upon Change in Control. Notwithstanding
anything in this Plan to the contrary, upon the occurrence of a Change
in Control, as to which the Key Employee Severance Benefits Plan
("KESBP") was not terminated prior to such Change in Control, all
amounts (or remaining amounts) owed under this Plan as of the date of
such Change in Control (referred to as each participant's "PSP
Benefit") shall become immediately due and payable. The PSP Benefit
shall be an amount equal to 100% of the targeted award as granted at
the beginning of all Cycles which are not yet completed as of the date
of the Change in Control. Each Participant's PSP Benefit determined
under this Section 9.1 shall be paid to each Participant (and his
Beneficiary) in the form of a single lump sum payment of all such
amounts owed, 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 upon the PSP Benefit and the
Gross-Up Payment provided for by this Section 9 shall be equal to the
value of the Participant's PSP Benefit.
9.2 Tax Computation. For purposes of determining the amount of the
Gross-Up Payment referred to in Section 9.1, whether any of a
Participant's PSP 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 the Plan or any other plan, arrangement or
agreement with the Corporation, any person whose actions result in a
Change in Control of the Corporation or any person affiliated with the
Corporation or such person); and (ii) the amount of any Gross-Up
Payment payable with respect to any Participant (or his Beneficiary)
by reason of such payment shall be determined in accordance with a
customary "gross-up formula," as determined by the Committee in its
sole discretion.
9.3 No Subsequent Recalculation of Tax Liability. The Gross-Up Payments
described in the foregoing provisions of this Section 9 are intended
and hereby deemed to be a reasonably accurate calculation of each
Participant's actual income tax and Excise Tax liability under the
circumstances (or such tax liability of his Beneficiary), the payment
of which is to be made by the Corporation or any "rabbi trust"
established by the Corporation for such purposes. All such
calculations of tax liability shall not be subject to subsequent
recalculation or adjustment in either an underpayment or overpayment
context with respect to the actual tax liability of the Participant
(or his Beneficiary) ultimately determined as owed.
SECTION 10. GENERAL PROVISIONS
1 Employment/Participation Rights.
(a) Nothing in the Plan shall interfere with or limit in any way
the right of the Corporation to terminate any Participant's
employment at any time, nor confer upon any Participant any
right to continue in the employ of the Corporation.
(b) Nothing in the Plan shall be construed to be evidence of any
agreement or understanding, express or implied, that the
Corporation 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.
10.2 Nonalienation of Benefits
(a) No right or benefit under this Plan shall be subject to
anticipation, alienation, sale, assignment, pledge,
encumbrance or charge, and any attempt to anticipate,
alienate, sell, assign, pledge, encumber or charge the same
shall be void; nor shall any such disposition be compelled by
operation of law, except as may be applicable in the
circumstance of death of a Participant under South Carolina
law or as a result of a qualified domestic relations order.
(b) No right or benefit hereunder shall in any manner be liable
for or subject to the debts, contracts, liabilities or torts
of the person entitled to benefits under the Plan.
(c) If any Participant or Beneficiary hereunder should become
bankrupt or attempt to anticipate, alienate, sell, assign,
pledge, encumber or charge any right or benefit hereunder,
then such right or benefit shall, in the discretion of the
Board cease, and the Board 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 Board may deem proper.
10.3 Transferability Restriction as to Target Shares. Target Shares are not
transferrable by a Participant other than by will or the laws of
descent and distribution.
10.4 Regarding the Securities Act of 1933.4 Regarding the Securities Act of
1933.4 Regarding the Securities Act of 1933. The Corporation shall not
be deemed by reason of the granting of any Target Shares hereunder to
have any obligation to register any shares of the Corporation's common
stock with respect to this Plan under the Securities Act of 1933, as
amended, or to maintain in effect any registration of such shares, or
to list such shares on any exchange. As a condition to the issuance or
transfer of shares of the Corporation's common stock to a Participant
or to his Beneficiary or legal representative, the Committee may
require such Participant, Beneficiary or legal representative to
represent that the shares of stock are taken for investment and not for
resale and to make such other representations as the Committee shall
deem necessary to qualify the issuance of the shares as exempt from the
registration requirements of the Securities Act of 1933 and any other
applicable securities laws. The Corporation reserves the right to place
a legend on any stock certificate issued pursuant to the Plan to
further the purposes expressed herein.
10.5 Regarding Section 16 of the Securities Exchange Act of 1934.5Regarding
Section 16 of the Securities Exchange Act of 1934.5 Regarding Section
16 of the Securities Exchange Act of 1934. With respect to persons
subject to Section 16 of the Securities Exchange Act of 1934, or any
successor thereto ("Section 16"), transactions under the Plan are
intended to comply with all applicable conditions of Rule 16b-3 or its
successors under the Act. Accordingly, all issuances of shares of
common stock of the Corporation to persons subject to the reporting
requirements of Section 16 shall be, to the extent required by Section
16, approved by the Committee or in another manner provided in Section
16 or subject to a six month holding period. To the extent any
provision of the Plan or action by the Committee is deemed not in
compliance with an applicable condition of Rule 16b-3, that provision
or action shall be deemed null and void to the extent permitted by law
and deemed advisable by the Committee.
10.6 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.
10.7 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 Committee, the shareholders, the officers or the directors
of the Corporation or any representative appointed hereunder by the
Committee, under or by reason of any of the terms or conditions of the
Plan.
10.8 Applicable Law.8 Applicable Law.8Applicable Law. The Plan shall be
governed by and construed in accordance with the laws of the State of
South Carolina, except to the extent governed by applicable federal
law.
SECTION 11. PLAN ADMINISTRATION, AMENDMENT AND TERMINATIONSECTION
11.1 In General. The 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 consist of not
less than three persons who shall be members of the Board. Each member
of the Committee shall be at all times a "non-employee director"
within the meaning of Rule 16b-3 of the General Rules and Regulations
(Reg. ss. 16b-3(C)(2)(i)) under the Exchange Act. Additionally, each
member of the Committee shall be at all times an "outside director"
within the meaning of Section 1.162-27(e)(3) of the Treasury
Regulations promulgated with respect to Section 162 of the Code. Once
designated and for as long as the individuals qualify as members of
the Committee, the Committee shall continue to serve until otherwise
directed by the Board. From time to time, the Board may increase the
size of the Committee and appoint additional members thereof, remove
members (with or without cause) and appoint new members in
substitution thereof, fill vacancies however caused and remove all
members of the Committee.
A majority of the entire Committee shall constitute a quorum, and the
action of a majority of the members present at any meeting at which a
quorum is present shall be deemed the action of the Committee. In
addition, any decision or determination reduced to writing and signed
by all the members of the Committee shall be fully effective as if it
had been made by a majority vote at a meeting duly called and held. The
Committee shall maintain records and cause payments to be made
hereunder, and the requisite calculations, interpretations,
determinations, regulations and, subject to the provisions of Section
11.2, calculations of the Committee 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 the Plan.
11.2 Claims Procedure. Any person dissatisfied with the Committee's
determination of a claim for benefits hereunder must file a written
request for review with the Board. This request must include a written
explanation setting forth the specific reasons for the requested
review. The Board shall review the Committee's determination promptly
and render a written decision with respect to the claim. Such decision
shall be final, binding and conclusive upon all claimants under this
Plan. The Board's exercise of discretion under this Section may cause
the performance awards for a Covered Participant to fail to qualify as
qualified performance-based compensation.
11.3 Finality of Determination. The determination of the Board as to any
disputed questions arising under this Plan, including questions of
construction and interpretation, shall be final, binding and
conclusive upon all persons.
11.4 Expenses. The cost of payments from this Plan and the expenses of
administering the Plan -------- -------- -------- shall be borne by
the Corporation.
11.5 Tax Withholding. The Corporation shall have the right to deduct from
all payments made under the Plan any federal, state or local taxes
required by law to be withheld with respect to such payments.
11.6 Incompetency. Any person receiving or claiming benefits under the Plan
shall be conclusively presumed to be mentally competent and of age
until the Corporation 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 Corporation 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
Corporation 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 Corporation. Any payment made under the provisions of
this Section 11.6 shall be a complete discharge of liability therefor
under the Plan.
11.7 Action by Corporation. Any action required or permitted to be taken
hereunder by the Corporation or the Board shall be taken by the Board.
11.8 Notice of Address. Any payment made to a Participant or 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 a Participant or his Beneficiary.
11.9 Amendment and Termination.9 Amendment and Termination.9 Amendment and
Termination. If approved by the shareholders of the Corporation, the
Corporation reserves the right to amend, modify or terminate the Plan at
any time by action of its Board without further action of shareholders.
However, no amendment will increase the total number of shares of the
Corporation's common stock that may be distributed under the Plan beyond
the number of shares indicated in Section 6.4 or the maximum annual award
set forth in Section 5.2 without obtaining shareholder approval. Upon any
such amendment, and except as provided hereunder, upon the occurrence of a
Change in Control of the Corporation, each Participant and his Beneficiary
shall be entitled only to such benefits as determined by the Committee
pursuant to such amendment. Upon any termination of the Plan, and except as
provided hereunder, upon the occurrence of a Change in Control, no
Participant or Beneficiary shall be entitled to any further benefits
hereunder, unless determined otherwise by the Committee, in its sole
discretion.
Notwithstanding the foregoing, and subject to Section 9, 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 of the Corporation without the express 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 9 at any time prior to a Change in
Control of the Corporation, pursuant to a Board resolution adopted by a
vote of at least two-thirds of the members of the Board.
<PAGE>
ADDENDUM AADDENDUM AADDENDUM A
TOTAL SHAREHOLDER RETURN
AWARD CALCULATIONS
RFORMANCE PAYOUT AS A % OF
CHIEVED TARGET SHARES AWARDED
33 40
34 44
35 48
36 51
37 55
38 59
39 63
40 66
41 70
42 74
43 78
45 81
46 85
47 89
48 93
49 95
50 100
51 102
52 104
53 106
54 108
55 110
56 112
57 114
58 116
59 118
60 120
61 122
62 124
63 126
64 128
65 130
66 132
67 134
68 136
69 138
70 140
71 142
72 144
73 146
74 148
75 150
<PAGE>
SCANA CORPORATION
PERFORMANCE SHARE 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 Performance Share 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 8.2(a)
and 8.2(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
Exhibit 23.01
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of SCANA Corporation on Form S-3 of our report dated February 8, 1999 (February
17, 1999 as to Note 13), appearing in the Annual Report on Form 10-K of SCANA
Corporation for the year ended December 31, 1998, and to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Columbia, South Carolina
September 9, 1999
Exhibit 24.01
POWER OF ATTORNEY
Each of the undersigned directors of SCANA Corporation (the "Company"),
hereby appoint W. B. Timmerman, Kevin B. Marsh and H. Thomas Arthur II, and each
of them severally, his or her true and lawful attorney or attorney's, with the
power to act with or without the other, and with full power of substitution and
re-substitution, to execute in his or her name, place and stead in his or her
capacity as director of the Company and to file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, a registration
statement on Form S-3 and any and all amendments thereto with respect to the
issuance and sale of an additional 3,000,000 shares of the Company's common
stock pursuant to the Company's Investor Plus Plan.
Dated: August 31, 1999
Columbia, South Carolina
s/B. L. Amick s/W. H. Hipp
B. L. Amick W. H. Hipp
Director Director
s/J. A. Bennett s/L. M. Miller
J. A. Bennett L. M. Miller
Director Director
s/W. B. Bookhart, Jr. s/J. B. Rhodes
W. B. Bookhart, Jr. J. B. Rhodes
Director Director
s/H. M. Chapman s/M. K. Sloan
H. M. Chapman M. K. Sloan
Director Director
s/E. T. Freeman s/H. C. Stowe
E. T. Freeman H. C. Stowe
Director Director
s/L. M. Gressette, Jr. s/W. B. Timmerman
L. M. Gressette, Jr. W. B. Timmerman
Director Director
s/D. M. Hagood
D. M. Hagood
Director
