-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V8u8xOTKqDEtcLN1hXVon7Tw8vWx0Q7zVfDmWcpVfyTB90NUIc2IFf3N2Pvcm7xp 4jDan60tK/dDcLG71P8KiQ== 0000754737-98-000010.txt : 19980415 0000754737-98-000010.hdr.sgml : 19980415 ACCESSION NUMBER: 0000754737-98-000010 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980414 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCANA CORP CENTRAL INDEX KEY: 0000754737 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 570784499 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-08809 FILM NUMBER: 98592795 BUSINESS ADDRESS: STREET 1: 1426 MAIN ST STREET 2: P O BOX 764 CITY: COLUMBIA STATE: SC ZIP: 29201 BUSINESS PHONE: 8033768547 MAIL ADDRESS: STREET 1: MAIL CODE 051 CITY: COLUMBIA STATE: SC ZIP: 29218 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to Commission File Number 1-8809 SCANA CORPORATION (Exact name of registrant as specified in its charter) SOUTH CAROLINA 57-0784499 (State or other jurisdiction of (IRS employer incorporation or organization) identification no.) 1426 MAIN STREET, COLUMBIA, SOUTH CAROLINA 29201 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code(803) 748-3000 Securities registered pursuant to 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, without par value New York Stock Exchange Securities registered pursuant to 12(g) of the Act: None (Title of class) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] State the aggregate market value of the voting stock held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within 60 days prior to the date of filing. (See definition of affiliate in Rule 405.) 1 Note: If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this form. The aggregate market value of the voting stock held by nonaffiliates of the registrant was $3,083,023,874 at February 28, 1998 based on the closing price of the Common Stock on such date, as reported by the New York Stock Exchange composite tape in The Wall Street Journal. APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No (APPLICABLE ONLY TO CORPORATE REGISTRANTS) Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. The total number of shares of the registrant's Common Stock, no par value, outstanding at February 28, 1998 was 107,235,613. DOCUMENTS INCORPORATED BY REFERENCE. List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security-holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security-holders for fiscal year ended December 24, 1980). (1) Specified sections of the Registrant's 1998 Proxy Statement, dated March 17, 1998, in connection with its 1998 Annual Meeting of Stockholders, are incorporated by reference in Part III hereof. 2 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-K for the year ended December 31, 1997, as set forth in the pages attached hereto: (List all such items, financial statements, exhibits or other portions amended.) Item 8: Financial Statements and Supplementary Data The above item has been amended to include the Financial Statements for the Company's Stock Purchase-Savings Plan and the Independent Auditors' Report thereon. Item 14: Exhibits, Financial Statement Schedules and Reports on Form 8-K The above item has been amended to include the Financial Statements for the Company's Stock Purchase-Savings Plan and the Independent Auditors' Report thereon and Consent to the incorporation of such report in the Company's registration statements under the Securities Act of 1933, as amended. PART II ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA TABLE OF CONTENTS OF CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY FINANCIAL DATA *Independent Auditors' Report Consolidated Financial Statements: *Consolidated Balance Sheets as of December 31, 1997 and 1996 *Consolidated Statements of Income and Retained Earnings for the years ended December 31, 1997, 1996 and 1995 *Consolidated Statements of Cash Flows for the years ended December 31, 1997, 1996 and 1995 *Consolidated Statements of Capitalization as of December 31, 1997 and 1996 *Notes to Consolidated Financial Statements Stock Purchase-Savings Plan: Page **Independent Auditors' Report........................... 5 **Financial Statements and Notes thereto................. 6 Supplemental financial statement schedules are omitted because of the absence of conditions under which they are required or because the required information is included in the consolidated financial statements or in the notes thereto. * Previously filed with Form 10-K. ** Filed herein. 3 PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) Documents filed as a part of this report: 1. Financial Statements and Schedules: See above for amended Table of Contents of Consolidated Financial Statements and Supplementary Financial Data of the Company's Annual Report on Form 10-K. 3. Exhibits: * Exhibits required to be filed with this Annual Report on Form 10-K are listed in the following Exhibit Index. Certain of such exhibits (except Exhibit 23) which have heretofore been filed with the Securities and Exchange Commission and which are designated by reference to their exhibit numbers in prior filings are incorporated herein by reference and made a part hereof. ** The Consent of the Independent Accountants (Exhibit 23) has been revised and is filed herein. As permitted under Item 601(b)(4)(iii), instruments defining the rights of holders of long-term debt of less than $400,000,000, or 10 percent of the total consolidated assets of the Company and its subsidiaries, have been omitted and the Company agrees to furnish a copy of such instruments to the Commission upon request. (b) Reports on Form 8-K None * Previously filed with Form 10-K. ** Filed herein. 4 TO PARTICIPATING EMPLOYEES: For your information there are submitted herewith the financial statements of the Stock Purchase-Savings Plan for the years ended December 31, 1997, 1996 and 1995, together with related Notes and Independent Auditors' Report. s/K. B. Marsh K. B. Marsh Chairman of the SCANA Corporation Stock Purchase-Savings Plan Committee INDEPENDENT AUDITORS' REPORT SCANA CORPORATION STOCK PURCHASE-SAVINGS PLAN: We have audited the Statements of Financial Position of the SCANA Corporation Stock Purchase-Savings Plan (the "Plan") as of December 31, 1997, 1996 and 1995, and the related Statements of Changes in Participants' Equity for the years then ended. These financial statements are the responsibility of the Committee for Administration of the Plan (the "Committee"). Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Committee, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the financial position of the Plan as of December 31, 1997, 1996 and 1995 and its changes in participants' equity for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and of reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules are the responsibility of the Plan's management. Such supplemental schedules have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. s/Deloitte & Touche LLP DELOITTE & TOUCHE LLP Columbia, South Carolina March 11, 1998 5 SCANA CORPORATION STOCK PURCHASE-SAVINGS PLAN STATEMENTS OF FINANCIAL POSITION As of December 31, 1997, 1996 and 1995 (Thousands of Dollars) ACQUIRED WITH ACQUIRED WITH EMPLOYEES' COMPANY CONTRIBUTIONS CONTRIBUTIONS SCANA U.S. SCANA TOTAL COMMON SAVINGS COMMON December 31, 1997 PLAN STOCK BONDS STOCK Assets: Investments In Securities: SCANA Corporation - 8,863,197 shares of common stock - at market value (cost - $187,337) (Note 1 and 3)................. $265,342 $132,235 $ - $133,107 United States Savings Bonds - Series E & EE - at cost........ 294 - 294 - Total Investments In Securities.................. 265,636 132,235 294 133,107 Receivables From Participants (Note 2)........................ 14,970 14,970 - - Receivable From SCANA Corporation - Dividends......... 3,328 1,656 - 1,672 TOTAL ASSETS.............. $283,934 $148,861 $294 $134,779 PARTICIPANTS' EQUITY............. $283,934 $148,861 $294 $134,779 See Notes to Financial Statements. 6 ACQUIRED WITH ACQUIRED WITH EMPLOYEES' COMPANY CONTRIBUTIONS CONTRIBUTIONS SCANA U.S. SCANA TOTAL COMMON SAVINGS COMMON December 31, 1996 PLAN STOCK BONDS STOCK Assets: Investments In Securities: SCANA Corporation - 8,605,920 shares of common stock - at market value (cost - $174,853) (Note 1 and 3)................. $230,208 $112,321 $ - $117,887 United States Savings Bonds - Series E & EE - at cost........ 320 - 320 - Total Investments In Securities.................. 230,528 112,321 320 117,887 Cash............................. 5 5 - - Receivables From Participants (Note 2)........................ 13,944 13,944 - - Receivable From SCANA Corporation - Dividends......... 3,139 1,528 - 1,611 TOTAL ASSETS.............. $247,616 $127,798 $320 $119,498 PARTICIPANTS' EQUITY............. $247,616 $127,798 $320 $119,498 See Notes to Financial Statements. 7 ACQUIRED WITH ACQUIRED WITH EMPLOYEES' COMPANY CONTRIBUTIONS CONTRIBUTIONS SCANA U.S. SCANA TOTAL COMMON SAVINGS COMMON December 31, 1995 PLAN STOCK BONDS STOCK Assets: Investments In Securities: SCANA Corporation - 8,333,328 shares of common stock - at market value (cost - $160,484) (Note 1 and 3)................. $238,541 $115,464 $ - $123,077 United States Savings Bonds - Series E & EE - at cost........ 332 - 332 - Total Investments In Securities.................. 238,873 115,464 332 123,077 Cash............................. 5 5 - - Receivables From Participants (Note 2)........................ 12,448 12,448 - - Receivable From SCANA Corporation - Dividends......... 2,968 1,432 - 1,536 TOTAL ASSETS.............. $254,294 $129,349 $332 $124,613 PARTICIPANTS' EQUITY............. $254,294 $129,349 $332 $124,613 See Notes to Financial Statements. 8 SCANA CORPORATION STOCK PURCHASE-SAVINGS PLAN STATEMENTS OF CHANGES IN PARTICIPANTS' EQUITY For the years ended December 31, 1997, 1996 and 1995 (Thousands of Dollars) ACQUIRED WITH ACQUIRED WITH EMPLOYEES' COMPANY CONTRIBUTIONS CONTRIBUTIONS SCANA U.S. SCANA Year Ended TOTAL COMMON SAVINGS COMMON December 31, 1997 PLAN STOCK BONDS STOCK Investment Income - Dividends On Common Stock Of SCANA Corporation and Other............ $ 14,245 $ 7,512 $ - $ 6,733 Net appreciation in Market Value of Common Stock of SCANA Corporation (Note 3) 27,855 13,931 - 13,924 Contributions (Note 2): Company and participating subsidiaries.................... 8,855 - - 8,855 Participating employees.......... 9,729 9,729 - - Total....................... 60,684 31,172 - 29,512 Deduct: Distributions to participants.... 24,366 10,109 26 14,231 Net Increase (Decrease) In Participants' Equity............. 36,318 21,063 (26) 15,281 Participants' Equity, Beginning Of Year.......................... 247,616 127,798 320 119,498 Participants' Equity, End Of Year. $283,934 $148,861 $294 $134,779 See Notes to Financial Statements. 9 ACQUIRED WITH ACQUIRED WITH EMPLOYEES' COMPANY CONTRIBUTIONS CONTRIBUTIONS SCANA U.S. SCANA Year Ended TOTAL COMMON SAVINGS COMMON December 31, 1996 PLAN STOCK BONDS STOCK Investment Income - Dividends On Common Stock Of SCANA Corporation and Other............ $ 13,295 $ 6,915 $ - $ 6,380 Contributions (Note 2): Company and participating subsidiaries.................... 8,474 - - 8,474 Participating employees.......... 9,293 9,293 - Total....................... 31,062 16,208 - 14,854 Deduct: Distributions to participants.... 21,892 10,075 12 11,805 Net depreciation in market value of common stock of SCANA Corporation (Note 3)...... 15,848 7,684 - 8,164 Net Decrease In Participants' Equity............. (6,678) (1,551) (12) (5,115) Participants' Equity, Beginning Of Year.......................... 254,294 129,349 332 124,613 Participants' Equity, End Of Year. $247,616 $127,798 $320 $119,498 See Notes to Financial Statements. 10 ACQUIRED WITH ACQUIRED WITH EMPLOYEES' COMPANY CONTRIBUTIONS CONTRIBUTIONS SCANA U.S. SCANA Year Ended TOTAL COMMON SAVINGS COMMON December 31, 1995 PLAN STOCK BONDS STOCK Investment Income - Dividends On Common Stock Of SCANA Corporation And Other............ $ 12,570 $ 6,490 $ - $ 6,080 Net Appreciation In Market Value Of Common Stock Of SCANA Corporation (Note 3).... 61,501 29,571 - 31,930 Contributions (Note 2): Company and participating subsidiaries.................... 8,561 - - 8,561 Participating employees.......... 9,350 9,350 - - Total....................... 91,982 45,411 - 46,571 Deduct: Distributions to participants.... 18,896 8,425 34 10,437 Net Increase (Decrease) In Participants' Equity.......... 73,086 36,986 (34) 36,134 Participants' Equity, Beginning Of Year.......................... 181,208 92,363 366 88,479 Participants' Equity, End Of Year. $254,294 $129,349 $332 $124,613 See Notes to Financial Statements. 11 SCANA CORPORATION STOCK PURCHASE-SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. Significant Accounting Policies: Basis of Accounting The accompanying financial statements have been prepared on the accrual basis of accounting. Investments Common stock investments in the accompanying financial statements are stated at market value and bonds are stated at cost, which approximates fair value. Costs of administering the Stock Purchase Savings Plan (Plan) are paid by the Plan sponsor, SCANA Corporation (Company). Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. 2. Plan Information: The following description of the Plan provides only general information. Participants should refer to the Plan agreement for a complete description of the Plan's provisions. The Plan is designed to encourage voluntary systematic savings by employees with the Company's and participating subsidiaries' contributions as an added incentive. The Company and participating subsidiaries match employee contributions made through payroll deductions of up to 6% of eligible earnings. Employees may contribute up to an additional 9% of eligible earnings but such additional contributions are not supplemented by the Company's and participating subsidiaries' contributions. Employee contributions are invested in common stock of the Company or, prior to November 1, 1988, such contributions could, in the alternative, have been invested in United States Savings Bonds. The Company's and participating subsidiaries' contributions are invested only in shares of common stock of the Company. Effective July 1, 1989, Company and participating subsidiaries' contributions are fully and immediately vested. The Plan, as amended, allows Participants to contribute up to 15% of eligible earnings on an after-tax basis (Regular Savings) or before-tax basis (Tax Deferred Savings), except that "highly compensated employees" within the context of Internal Revenue Code of 1986 ("Code"), as amended, Section 414(q) have been subject to Tax Deferred contribution limitations of 6% or less pursuant to the limitation of Code Section 401(k)(3) and the Regulations thereunder. Regular Savings are included in wages subject to federal or state income tax withholding, whereas Tax Deferred Savings are exempt from withholding of federal or state income tax. Effective as of January 1, 1997 the plan was amended to allow for the acceptance of "Direct Rollovers" from other qualified retirement plans. All rollover amounts are invested in SCANA Common Stock. Participants may request a distribution in the form of whole shares or cash of all securities and earnings credited to their Regular Savings accounts (cash is distributed for fractional shares). The Plan does not guarantee that market value of the securities at date of distribution will equal or exceed cost. Participants may not request a distribution from their Tax Deferred Savings accounts before age 59-1/2 unless they can demonstrate a hardship. 12 Participants may request a loan from their Tax Deferred and Regular Savings accounts. Loans are made available based on the asset value in a Participant's Tax Deferred and Regular Savings accounts at the time of the loan, but in any case, not less than $500 or greater than $50,000. Assets equal to the amount of the loan are converted into cash by the Trustee and made available to the borrowing Participant; the Participant no longer earns interest or dividends on the liquidated assets. The period of repayment for any loan cannot exceed five years, except a loan used to acquire the principal residence of the Participant may be extended to a maximum of ten years. All payments of the loan, including interest, are used to repurchase shares of SCANA common stock on behalf of the Participant. A Participant may have no more than two loans from the Plan outstanding at a time. Upon termination of employment or death, the outstanding balance of the loan may be paid in full or will be converted to taxable income on the distribution to the participant or the participant's beneficiary; if the terminating Participant elects to delay distribution (permissible when the present value of the Participant's vested accrued benefit exceeds $5,000), an unpaid loan balance may be converted to taxable income prior to the distribution of assets to the Participant. Participants may receive a distribution of all securities and earnings credited to their Tax Deferred Savings accounts in the event of retirement, disability, termination of employment or death. Participants may request a distribution of all Company Contributions which have been in existence for two years following the close of the Plan Year during which they were made, even if they elected to contribute on a tax deferred basis. If the participant has participated in the Plan for at least five years, all Company contributions are eligible for distribution. Distribution due to the death of the Participant will be made to the surviving spouse, unless there is no surviving spouse or the spouse has consented in writing to distribution to a beneficiary designated by the Participant. At December 31, 1997, 1996 and 1995, there were 736, 753 and 795 participants, respectively, (including former employees) in the Regular Savings Option and 3,065, 2,854 and 2,876 participants, respectively, in the Tax Deferred Savings Option. At February 6, 1998 all of the Company's and the Company's participating subsidiaries' 4,321 employees were eligible to participate in the Plan, and payroll deductions under the Plan were in effect for 3,797 employees. The Plan, as amended to and as of January 1, 1997, has been approved by the Internal Revenue Service (IRS) as a qualified employees' trust under Section 401(a) of the Internal Revenue Code and, as such, is exempt from federal income taxes under Section 501(a). Participants are not taxed on the income earned or Company contributions made for their accounts, pursuant to the provisions of Section 401(a) of the Internal Revenue Code, until such time as the employees or their beneficiaries receive distributions from the Plan. First Union National Bank of South Carolina is the Trustee pursuant to a Trust Agreement executed on December 16, 1991 and amended as of December 15, 1997. 13 3. Appreciation (Depreciation) in Market Value of Common Stock: The cost, market value and appreciation (depreciation) in market value of common stock of SCANA Corporation as of and for the years ended December 31, 1997, 1996 and 1995 are summarized as follows (thousands of dollars): Market Excess of Market Number Quotation Value Over Cost of Shares Cost Value (Cost Over Value) Market) December 31, 1997: Employee 4,417,032 $ 97,102 $132,235 $35,133 Company 4,446,165 90,235 133,107 42,872 Total 8,863,197 $187,337 $265,342 $78,005 December 31, 1996: 8,605,920 $174,853 $230,208 $ 55,355 Increase in Unrealized Appreciation, Net......................... 22,650 Appreciation Realized on Withdrawals............................. 5,205 Net Appreciation in Market Value of Common Stock - Year ended December 31, 1997...................................... $ 27,855 December 31, 1995: 8,333,328 $160,484 $238,541 $ 78,057 Decrease in Unrealized Appreciation, Net......................... $(22,702) Appreciation Realized on Withdrawals............................. 6,854 Net Depreciation in Market Value of Common Stock - Year ended December 31, 1996...................................... $(15,848) December 31, 1994: 7,819,048 $144,864 $164,689 $ 19,825 Increase in Unrealized Appreciation, Net......................... $ 58,232 Appreciation Realized on Withdrawals............................. 3,269 Net Appreciation in Market Value of Common Stock - Year ended December 31, 1995...................................... $ 61,501 14 4. Accounts Payable to Participants and Former Participants: Amounts included in participants' equity to be distributed to participants and former participants were $3,225,793, $1,178,019 and $1,648,543 at December 31, 1997, 1996 and 1995, respectively. 5. Appreciation in Market Value of U. S. Savings Bonds: Investments in U. S. Savings Bonds are reported at cost. When a participant requests a loan, the U. S. Savings Bonds are redeemed at their market value (cost plus interest earned) and the cash is provided to the participant. Therefore, although the U. S. Savings Bonds are reported at cost, appreciation is realized when the bonds are redeemed for purposes of providing a loan. 15 SCANA Corporation STOCK PURCHASE-SAVINGS PROGRAM FOR EMPLOYEES SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (ITEM 27a) AS OF DECEMBER 31, 1997 (Thousands of Dollars) CURRENT DESCRIPTION COST VALUE SCANA Corporation Common Stock $187,337 $265,342 United States Savings Bonds 294 294 Loans to participants 14,970 14,970 $202,601 $280,606 16 SCANA CORPORATION STOCK PURCHASE-SAVINGS PROGRAM FOR EMPLOYEES SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS (ITEM 27d) AS OF DECEMBER 31, 1997 (Thousands of Dollars) DURING THE YEAR ENDED December 31, 1997 THE FOLLOWING TRANSACTIONS WERE MADE IN THE COMMON STOCK OF SCANA CORPORATION, WHOSE EMPLOYEES ARE COVERED BY THE PROGRAM. COST OF NET GAIN PURCHASE SELLING ASSETS FROM NUMBER OF SHARES PRICE PRICE SOLD SALE $ $ $ $ PURCHASED 1,508,773 39,047 SALES FOR DISTRIBUTION TO PARTICIPANTS FOR WITHDRAWALS 949,690 24,139 19,484 4,655 SALES FOR 401K EMPLOYEE LOANS - STOCK 301,806 7,629 7,079 550
17 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. SCANA CORPORATION (Registrant) Date: April 14, 1998 BY: s/Kevin B. Marsh (Kevin B. Marsh, Vice President - Finance, Chief Financial Officer and Controller) 18 SCANA CORPORATION EXHIBIT INDEX Sequentially Numbered Pages Number 2. Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession Not applicable 3. Articles of Incorporation and By-Laws A. Restated Articles of Incorporation of SCANA Corporation as adopted on April 26, 1989 (Exhibit 3-A to Registration Statement No. 33-49145)................................................. # B. Articles of Amendment dated April 27, 1995 (Exhibit 4-B to Registration Statement No. 33-62421)............................................. # C. Copy of By-Laws of SCANA Corporation as revised and amended on December 17, 1997 (Filed as Exhibit 3-C to Form 10-K for the year ended December 31, 1997)......................... # 4. Instruments Defining the Rights of Security Holders, Including Indentures A. Articles of Exchange of South Carolina Electric & Gas Company and SCANA Corporation (Exhibit 4-A to Post-Effective Amendment No. 1 to Registration Statement No. 2-90438).................... # B. Indenture dated as of November 1, 1989 to The Bank of New York, Trustee (Exhibit 4-A to Registration No. 33-32107)............................. # C. Indenture dated as of January 1, 1945, from the South Carolina Power Company (the "Power Company") to Central Hanover Bank and Trust Company, as Trustee, as supplemented by three Supplemental Indentures dated respectively as of May 1, 1946, May 1, 1947 and July 1, 1949 (Exhibit 2-B to Registration No. 2-26459)................. # D. Fourth Supplemental Indenture dates as of April 1, 1950, to Indenture referred to in Exhibit 4C, pursuant to which the Company assumed said Indenture (Exhibit 2-C to Registration No. 2-26459)................................. # E. Fifth through Fifty-second Supplemental Indenture referred to in Exhibit 4C dated as of the dates indicated below and filed as exhibits to the Registration Statements and 1934 Act reports whose file numbers are set forth below........................................... # December 1, 1950 Exhibit 2-D to Registration No. 2-26459 July 1, 1951 Exhibit 2-E to Registration No. 2-26459 June 1, 1953 Exhibit 2-F to Registration No. 2-26459 June 1, 1955 Exhibit 2-G to Registration No. 2-26459 November 1, 1957 Exhibit 2-H to Registration No. 2-26459 September 1, 1958 Exhibit 2-I to Registration No. 2-26459 September 1, 1960 Exhibit 2-J to Registration No. 2-26459 June 1, 1961 Exhibit 2-K to Registration No. 2-26459 December 1, 1965 Exhibit 2-L to Registration No. 2-26459 # Incorporated herein by reference as indicated. 19 SCANA CORPORATION EXHIBIT INDEX Sequentially Numbered Pages Number June 1, 1966 Exhibit 2-M to Registration No. 2-26459 June 1, 1967 Exhibit 2-N to Registration No. 2-29693 September 1, 1968 Exhibit 4-O to Registration No. 2-31569 June 1, 1969 Exhibit 4-C to Registration No. 33-38580 December 1, 1969 Exhibit 4-Q to Registration No. 2-35388 June 1, 1970 Exhibit 4-R to Registration No. 2-37363 March 1, 1971 Exhibit 2-B-17 to Registration No. 2-40324 January 1, 1972 Exhibit 4-C to Registration No. 33-38580 July 1, 1974 Exhibit 2-A-19 to Registration No. 2-51291 May 1, 1975 Exhibit 4-C to Registration No. 33-38580 July 1, 1975 Exhibit 2-B-21 to Registration No. 2-53908 February 1, 1976 Exhibit 2-B-22 to Registration No. 2-55304 December 1, 1976 Exhibit 2-B-23 to Registration No. 2-57936 March 1, 1977 Exhibit 2-B-24 to Registration No. 2-58662 May 1, 1977 Exhibit 4-C to Registration No. 33-38580 February 1, 1978 Exhibit 4-C to Registration No. 33-38580 June 1, 1978 Exhibit 2-A-3 to Registration No. 2-61653 April 1, 1979 Exhibit 4-C to Registration No. 33-38580 June 1, 1979 Exhibit 4-C to Registration No. 33-38580 April 1, 1980 Exhibit 4-C to Registration No. 33-38580 June 1, 1980 Exhibit 4-C to Registration No. 33-38580 December 1, 1980 Exhibit 4-C to Registration No. 33-38580 April 1, 1981 Exhibit 4-D to Registration No. 33-49421 June 1, 1981 Exhibit 4-D to Registration No. 2-73321 March 1, 1982 Exhibit 4-D to Registration No. 33-49421 April 15, 1982 Exhibit 4-D to Registration No. 33-49421 May 1, 1982 Exhibit 4-D to Registration No. 33-49421 December 1, 1984 Exhibit 4-D to Registration No. 33-49421 December 1, 1985 Exhibit 4-D to Registration No. 33-49421 June 1, 1986 Exhibit 4-D to Registration No. 33-49421 February 1, 1987 Exhibit 4-D to Registration No. 33-49421 September 1, 1987 Exhibit 4-D to Registration No. 33-49421 January 1, 1989 Exhibit 4-D to Registration No. 33-49421 January 1, 1991 Exhibit 4-D to Registration No. 33-49421 February 1, 1991 Exhibit 4-D to Registration No. 33-49421 July 15, 1991 Exhibit 4-D to Registration No. 33-49421 August 15, 1991 Exhibit 4-D to Registration No. 33-49421 April 1, 1993 Exhibit 4-E to Registration No. 33-49421 July 1, 1993 Exhibit 4-D to Registration No. 33-57955 F. Indenture dated as of April 1, 1993 from South Carolina Electric & Gas Company to NationsBank of Georgia, National Association (Filed as Exhibit 4-F to Registration Statement No. 33-49421)............................................. # G. First Supplemental Indenture to Indenture referred to in Exhibit 4-F dated as of June 1, 1993 (Filed as Exhibit 4-G to Registration Statement No. 33-49421)............................................. # H. Second Supplemental Indenture to Indenture referred to in Exhibit 4-F dated as of June 15, 1993 (Filed as Exhibit 4-G to Registration Statement No. 33-57955)............................................. # I. Trust Agreement for SCE&G Trust I (Filed as Exhibit 4-I to Form 10-K for the year ended December 31, 1997).... # # Incorporated herein by reference as indicated. 20 SCANA CORPORATION EXHIBIT INDEX Sequentially Numbered Pages Number J. Certificate of Trust for SCE&G Trust I (Filed as Exhibit 4-J to Form 10-K for the year ended December 31, 1997)........................................ # K. Form of Junior Subordinated Indenture for SCE&G Trust I (Filed as Exhibit 4-K to Form 10-K for the year ended December 31, 1997)............................. # L. Form of Guarantee Agreement for SCE&G Trust I (Filed as Exhibit 4-L to Form 10-K for the year ended December 31, 1997)........................................ # M. Form of Amended & Restated Trust Agreement for SCE&G Trust I (Filed as Exhibit 4-M to Form 10-K for the year ended December 31, 1997.............................. # 9. Voting Trust Agreement Not Applicable 10. Material Contracts A. Copy of Voluntary Deferral Plan as amended and restated through October 21, 1997 (Filed herewith)........ 23 B. Copy of Supplementary Voluntary Deferral Plan as amended and restated through October 21, 1997 (Filed as Exhibit 10-B to Form 10-K for the year ended December 31, 1997).................................. # C. Copy of Key Executive Severance Benefit Plan as amended and restated effective as of October 21, 1997 (Filed as Exhibit 4-C to Form 10-K for the year ended December 31, 1997).................................. # D. Copy of SCANA Corporation Performance Share Plan as amended and restated effective February 16, 1993 (Exhibit 10-D to Form 10-K for the year ended December 31, 1992, File No. 1-8809)....................... # E. Form of Agreement under SCANA Corporation Key Employee Retention Program as amended and restated effective as of October 21, 1997 (Filed as Exhibit 10-E to Form 10-K for the year ended December 31, 1997.... # F. Description of SCANA Corporation Whole Life Option (Exhibit 10-F to Form 10-K for the year ended December 31, 1991, under cover of Form SE, File No. 1-8809)............................................... # G. Description of SCANA Corporation Performance Incentive Plan (Exhibit 10-G to Form 10-K for the year ended December 31, 1991, under cover of Form SE, File No. 1-8809).............................. # H. Description of SCANA Corporation Supplementary Key Executive Severance Benefits Plan, effective as of October 21, 1997 (Filed herewith)................... 50 11. Statement Re Computation of Per Share Earnings Not Applicable 12. Statements Re Computation of Ratios Not Applicable 21 SCANA CORPORATION EXHIBIT INDEX Number 13. Annual Report to Security Holders, Form 10-Q or Quarterly Report to Security Holders Not Applicable 16. Letter Re Change in Certifying Accountant Not Applicable 18. Letter Re Change in Accounting Principles Not Applicable 21. Subsidiaries of the Registrant Included herein on Page 28 22. Published Report Regarding Matters Submitted to Vote of Security Holders Not Applicable 23. Consents of Experts and Counsel Consent of Deloitte & Touche LLP (Filed herewith)............ 73 24. Power of Attorney Not Applicable 27. Financial Data Schedule Not Applicable 99. Additional Exhibits Not Applicable # Incorporated herein by reference as indicated. 22 EX-10 2 Exhibit 10-A SCANA CORPORATION VOLUNTARY DEFERRAL PLAN as amended and restated effective as of October 21, 1997 23 SCANA CORPORATION VOLUNTARY DEFERRAL PLAN TABLE OF CONTENTS Page SECTION 1. ESTABLISHMENT AND PURPOSE 1 1.1 Establishment of the Plan 1 1.2 Description of the Plan 1 1.3 Purpose of the Plan 1 SECTION 2. DEFINITIONS 2 2.1 Definitions 2 2.2 Gender and Number 4 SECTION 3. ELIGIBILITY AND PARTICIPATION 5 3.1 Eligibility 5 3.2 Continued Participation 5 SECTION 4. ELECTION TO DEFER 6 4.1 Deferral Election 6 4.2 Deferral Period 7 4.3 Manner of Payment Election 7 4.4 Election to Defer a Previously Deferred Amount 8 SECTION 5. DEFERRED COMPENSATION ACCOUNT 9 5.1 Participant Accounts 9 5.2 Growth Increments 9 5.3 Charges Against Accounts 9 SECTION 6. PAYMENT OF DEFERRED AMOUNTS 10 6.1 Payment of Deferred Amounts 10 6.2 Acceleration of Payments 10 6.3 Financial Emergency 10 SECTION 7. BENEFICIARY DESIGNATION 12 7.1 Designation of Beneficiary 12 7.2 Death of Beneficiary 12 7.3 Ineffective Designation 13 SECTION 8. CHANGE IN CONTROL DISTRIBUTIONS 14 8.1 Accelerated Distributions Upon Change in Control 14 8.2 Tax Computation 14 8.3 No Subsequent Recalculation of Tax Liability 14 8.4 Successors 15 8.5 Amendment and Termination After Change in Control 15 24 SECTION 9. GENERAL PROVISIONS 16 9.1 Contractual Obligation 16 9.2 Unsecured Interest 16 9.3 "Rabbi" Trust 16 9.4 Employment/Participation Rights 16 9.5 Nonalienation of Benefits 17 9.6 Severability 17 9.7 No Individual Liability 17 9.8 Applicable Law 17 SECTION 10. PLAN ADMINISTRATION, AMENDMENT AND TERMINATION 18 10.1 In General 18 10.2 Claims Procedure 18 10.3 Finality of Determination 18 10.4 Delegation of Authority 18 10.5 Expenses 18 10.6 Tax Withholding 18 10.7 Incompetency 18 10.8 Action by Corporation 19 10.9 Notice of Address 19 10.10 Amendment and Termination 19 SECTION 11. EXECUTION 20 25 SCANA CORPORATION VOLUNTARY DEFERRAL PLAN (As Amended and Restated) SECTION 1. ESTABLISHMENT AND PURPOSE 1.1 Establishment of the Plan. SCANA Corporation has established, effective as of October 15, 1986, a deferred compensation plan for executives as described, amended and restated herein effective as of October 15, 1986, which is known as the "SCANA Corporation Voluntary Deferral Plan" (hereinafter called the "Plan"). Effective June 24, 1987, this Plan is also applicable to members of the Board. The Plan was amended from time to time thereafter, with the latest amendments effective as of October 21, 1997. 1.2 Description of the Plan. This Plan is intended to constitute a non-qualified deferred compensation plan which, in accordance with ERISA Sections 201(2), 301(a)(3) and 401(a)(1), is unfunded and established primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees. 1.3 Purpose of the Plan. The purpose of this Plan is to enable the Company to attract and retain persons of outstanding competence, to provide incentive benefits to a very select group of key management employees who contribute materially to the continued growth, development, and future business success of the Company, and to provide a means whereby certain amounts payable by the Company to selected executives may be deferred to some future period. SECTION 2. DEFINITIONS 2.1Definitions. Whenever used herein, the following terms shall have the meanings set forth below, unless otherwise expressly provided herein or unless a different meaning is plainly required by the context, and when the defined meaning is intended, the term is capitalized: (a) "Beneficial Owner" shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act. (b) "Beneficiary" means any person or entity who, upon the Participant's death, is entitled to receive the Participant's benefits under the Plan in accordance with Section 7 hereof. (c) "Board" means the Board of Directors of the Corporation. 26 (d) "Change in Control" means a change in control of the Corporation of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, whether or not the Corporation is then subject to such reporting requirements; provided that, without limitation, such a Change in Control shall be deemed to have occurred if: i) Any Person (as defined in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a "group" as defined in Section 13(d)) is or becomes the Beneficial Owner, directly or indirectly, of twenty five percent (25%) or more of the combined voting power of the outstanding shares of capital stock of the Corporation; ii) During any period of two (2) consecutive years (not including any period prior to December 18, 1996) there shall cease to be a majority of the Board comprised as follows: individuals who at the beginning of such period constitute the Board and any new director(s) whose election by the Board or nomination for election by the Corporation's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved; iii) The issuance of an Order by the Securities and Exchange Commission (SEC), under Section 9(a)(2) of the Public Utility Holding Company Act of 1935 (the "1935 Act"), authorizing a third party to acquire five percent (5%) or more of the Corporation's voting shares of capital stock; iv) The shareholders of the Corporation approve a merger or consolidation of the Corporation with any other corporation, other than a merger or consolidation which would result in the voting shares of capital stock of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting shares of capital stock of the surviving entity) at least eighty percent (80%) of the combined voting power of the voting shares of capital stock of the Corporation or such surviving entity outstanding immediately after such merger or consolidation; or the shareholders of the Corporation approve a plan of complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation's assets; or 27 v) The shareholders of the Corporation approve a plan of complete liquidation, or the sale or disposition of South Carolina Electric & Gas Company (hereinafter SCE&G), South Carolina Pipeline Corporation, or any subsidiary of SCANA designated by the Board of Directors of SCANA as a "Material Subsidiary," but such event shall represent a Change in Control only with respect to a Participant who has been exclusively assigned to SCE&G, South Carolina Pipeline Corporation, or the affected Material Subsidiary. (e) Code" means the Internal Revenue Code of 1986, as amended. (f) "Committee" means the Management Development and Corporate Performance Committee of the Board. (g) "Company" means the Corporation and any subsidiaries of the Corporation and their successor(s) or assign(s) that adopt this Plan through execution of Agreements with any of their Employees or otherwise. (h) "Compensation" means the gross Salary, Bonuses, and Long-Term Incentive Awards payable to a Participant during a Year by the Company, and, with respect to Board of Director- Participants, cash retainer fees, meeting attendance and conference fees payable to such a Participant during a Year by the Corporation. The term "Compensation" specifically does not include retainer fee amounts required to be paid in shares of SCANA Corporation common stock pursuant to the SCANA Corporation Nonemployee Director Stock Plan. For purposes of this Plan, the following terms have the following meanings: (i) "Salary" means all regular, basic compensation, before reduction for amounts deferred or foregone pursuant to this Plan or any other plan of the Corporation (including, without limitation, any tax- qualified or non-qualified plans of deferred compensation and any cafeteria plans, as defined in section 125 of the Internal Revenue Code), otherwise payable in cash to a Participant for services during the Year, and for services during the last days of the immediately preceding Year as to which payment is not receivable until the Year for which the election is made and which has not yet been earned at the time of making this election, exclusive of any Bonuses or Long-Term Incentive Awards, special fees or awards, allowances, or amounts designated by the Corporation as payments toward or reimbursement of expenses. (ii) "Bonus" or "Bonuses" means any annual Bonus payable from any SCANA Corporation short term incentive plan by the Corporation to a Participant in a Year. 28 (iii) "Long-Term Incentive Award" means any amount payable in cash from any long-term incentive plan by the Corporation to a Participant in a Year, including distributions made under the SCANA Corporation Performance Share Plan. In no event shall any amounts attributable to Long-Term Incentive Awards which are to be paid in shares of SCANA Corporation common stock be eligible for deferral under this Plan. (i) "Corporation" means SCANA Corporation, a South Carolina corporation, or any successor thereto. (j) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (k) "Growth Increment" means the amount of interest credited to a Participant's deferred amounts. (l) "Participant" means an individual satisfying the eligibility requirements of Section 3. (m) "Retirement" means retirement as defined under the SCANA Corporation Retirement Plan. (n) "Year" means the calendar year. 2.2 Gender and Number. Except when otherwise indicated by the context, any masculine terminology used herein also shall include the feminine and the feminine shall include the masculine, and the use of any term herein in the singular may also include the plural and the plural shall include the singular. SECTION 3. ELIGIBILITY AND PARTICIPATION 3.1Eligibility. Key executives in the employ of the Company as Officers thereof and all members of the Board, shall automatically be eligible to participate in this Plan. 3.2Continued Participation. Once an individual is eligible to participate in this Plan, he shall continue to be eligible to participate for all future years unless and until the Committee shall designate that individual as ineligible to participate. If a Participant becomes ineligible to participate for future deferrals under this Plan, he shall retain all the rights described under this Plan with respect to deferrals previously made while an active Participant. 29 SECTION 4. ELECTION TO DEFER 4.1 Deferral Election. Subject to the conditions set forth in this Plan, a Participant may elect to defer amounts of Compensation as follows: (a) At least 10 days before the beginning of the Year, a Participant other than a member of the Board may irrevocably elect, by written notice to the Secretary of SCANA Corporation (or his designate), to defer up to 25% of Salary payable during the Year, and/or all or a percentage of the Bonus, and/or all or a percentage of the Long-Term Incentive Award. Each deferral election is independent of the other and must be at least $5,000 for Salary and a minimum of $2,500 or 50% of the Bonus, or Long-Term Incentive Award to the extent payable in cash, whichever is less. As a part of his prior Year deferral election, a Participant may also elect to defer all or a specified percentage or dollar amount of any and all Salary increases that may be awarded to him during the Year to which his election pertains, or make a new election with respect to a Salary raise as further explained in Subsection 4.1(g) below, provided that no more than 25% of Salary payable during the Year is deferred and the Deferral Period Election and Manner of Payment Election are the same for both Salary and increases in Salary. (b)At least 10 days before the beginning of the Year, a Participant who is a member of the Board irrevocably may elect, by written notice to the Secretary of SCANA Corporation (or his designate), to defer up to 100% of his Compensation. (c)With respect to Salary deferrals, the deferral percentage elected shall be applied to the Participant's Salary for each pay period of the Year to which the deferral election applies. (d)With respect to Bonus deferrals, the deferral percentage elected shall apply only to the Participant's Bonus to be earned in the upcoming Year and payable, if at all, in the immediately following Year. (e)With respect to Long-Term Incentive Award deferrals attributable to amounts under the SCANA Corporation Performance Share Plan ("Performance Share Plan"), the deferral percentage shall be elected no later than the end of the second Year of any three-year award cycle established under the Performance Share Plan, and shall apply to the Participant's award that is otherwise payable, if at all, in the Year following the Year beginning immediately after the date the 30 deferral election is made. With respect to all other Long-Term Incentive Award deferrals, the deferral percentage shall be elected at a time prescribed by the Committee prior to the date that the amounts otherwise earned or to be earned are determinable. Further, in the event that a Participant's elected deferral hereunder with respect to the Long-Term Incentive Award conflicts with the mandated payout for any year in SCANA Corporation common stock under the Performance Share Plan, the Participant's deferral election hereunder shall be modified (reduced) as needed without the consent of the Participant so as to no longer conflict with the payment in shares by the Performance Share Plan. (f)With respect to Board member Compensation deferrals, the deferral percentage elected shall be applied to the Participant's Compensation for each pay period of the Year to which the deferral election applies. (g)If a Participant is notified of an increase in his Salary, he may amend in writing his existing Salary deferral to reflect a deferral of any or all of his increase in Salary, or he may initiate a Salary deferral if one had not previously been elected, provided, however, that such election shall be applicable as of the beginning of the second full bi-weekly period for which compensation has not yet been earned, determined relative to the date that such written notice is received by the Secretary of SCANA Corporation, and provided, however, that the exercise of this election does not result in a cumulative deferral for such Year of more than 25% of Salary. An amending election for an increase in Salary shall not alter either the Deferral Period Election (Section 4.2 below) nor the Manner of Payment Election (Section 4.3 below) for any Salary previously elected to be deferred for the Year, but shall be deferred for the same period and in the same manner that Salary has elected to be deferred for said Year. 4.2 Deferral Period. With respect to deferrals made in accordance with Section 4.1, each Participant must elect the deferral period for each separate deferral. Subject to the additional deferral provisions of Section 4.4 and the acceleration provisions of Section 6, a Participant's deferral period may be for a specified number of years or until a specified date, subject to any limitations that the Committee in its discretion may choose to apply. However, notwithstanding the deferral period otherwise specified, payments shall be paid or begin to be paid following the earliest to occur of: (a) Death, 31 (b) Disability as defined by the SCANA Corporation Long-Term Disability Benefit Plan for Employees where the prognosis is that such condition will not change, (c) Retirement, (d) Severance of employment, or (e) With respect to members of the Board, departure from the Board by reason of death, resignation or otherwise. 4.3 Manner of Payment Election. At the same time as the election made pursuant to Section 4.1, and subject to the acceleration provisions of Section 6, each Participant must also irrevocably elect the manner in which his deferred amounts will be paid. A Participant may elect to have a different manner of payment apply to each separate deferral election and each separate category of Compensation deferred. Participants must choose to have payment made in accordance with any of the following distribution forms: (a) a lump sum, (b) a designated number of installments payable monthly, quarterly or annually, as elected, which shall be paid or commence to be paid as soon as practicable after the conclusion of the deferral period elected pursuant to Section 4.2. Unless otherwise specifically elected, payments of all deferred amounts will be made in a single lump sum cash payment made as soon as practicable after the conclusion of the deferral period elected pursuant to Section 4.2. 4.4 Election to Defer a Previously Deferred Amount. (a) A Participant may request that the Committee (or its delegate) approve an additional deferral period of at least twelve (12) months with respect to any previously deferred amount. Any such request must be made by written notice to the Committee (or its delegate) at least twelve (12) months before the expiration of the deferral period for any previously deferred amount with respect to which an additional deferral election is requested. Such additional deferral election request may be made for each separate deferral previously made. Each such additional deferral election request shall include a newly designated manner of payment election in accordance with the provision of Section 4.3 above. (b) Notwithstanding the additional deferral election requests made by the Participant pursuant to Subsection 4.4(a) above, neither the deferral period elected nor the related manner of payment elected shall be automatically binding upon the Corporation by the mere fact of the election requests having been made. The Committee (or its delegate) shall review each such election submitted and determine whether or not it is in the best interest of the 32 Corporation to accept the elections as submitted. Such Committee review will be made on a case-by-case basis and all determinations shall be made by the Committee (or its delegate) in its sole and complete discretion after consideration of such factors as it deems relevant, including broad economic and policy implications to the Corporation of approving any request. The Committee, or its designate, shall notify each Participant in writing within the first sixty (60) days of the twelve (12) month period noted in Section 4.4(a) above as to whether the deferral period and related manner of payment elections are accepted by the Committee as submitted, and if not, the terms upon which such elections would be accepted; in the latter instance, the Participant shall, no later than on the seventy-fifth (75th) day of the twelve (12) month period noted in Section 4.4(a), inform the Committee in writing of his acceptance or rejection of the terms proffered by the Committee or its delegate. All determinations made by the Committee or its delegate shall be final and binding on all parties. SECTION 5. DEFERRED COMPENSATION ACCOUNT 5.1 Participant Accounts. The Corporation shall establish and maintain for each Participant a bookkeeping account for deferrals made by such Participant. This account shall be credited as of the date the amount deferred otherwise would have become due and payable. 5.2 Growth Increments. The Corporation will provide for Growth Increments to be credited to the deferred accounts based on the prime interest rate charged from time to time by the Wachovia Bank of South Carolina, N.A. The Committee will have the authority to change the interest rate that may be applied to the deferred amounts. The Participant's account shall be credited on the first day of each calendar quarter, with a Growth Increment computed on the average balance in the Participant's account during the preceding calendar quarter. The Growth Increment shall be equal to said account balance multiplied by the average interest rate selected by the Committee during the preceding calendar quarter times a fraction the numerator of which is the number of days during such quarter and the denominator of which is 365. Growth Increments will continue to be credited until all of a Participant's benefits have been paid out of the Plan. Notwithstanding the foregoing, and subject to Section 9.2, no Participant shall have a right to designate the specific investment of deferred amounts. 5.3 Charges Against Accounts. There shall be charged against each Participant's account any payments made to the Participant or to his Beneficiary in accordance with Section 6 hereof. 33 SECTION 6. PAYMENT OF DEFERRED AMOUNTS 6.1 Payment of Deferred Amounts. Payment of a Participant's Deferred Compensation Account balance, including accumulated Growth Increments attributable thereto (adjusted to reflect any change since the most recent Growth Increment calculation), shall be paid in cash commencing with the conclusion of the deferral period selected by the Participant in Section 4.2 or Section 4.4 hereof. The payments shall be made in the manner selected by the Participant under Section 4.3 of this Plan. The amount of each payment shall be equal to a Participant's then distributable account balance multiplied by a fraction, the numerator of which is one and the denominator of which is the number of installment payments remaining. 6.2 Acceleration of Payments. Notwithstanding the election made pursuant to Section 4.2 or Section 4.4: (a) if a Participant dies prior to the payment of all or a portion of his deferred compensation account balance, the balance of any amount payable shall be paid in a lump sum to the Beneficiaries designated under Section 7 hereof; (b) if a Participant's account balance is less than $5,000 at the time for payment specified, such amount shall be paid in a lump sum; and (c) if applicable, the provisions of Section 8 shall apply. 6.3 Financial Emergency. The Committee (or its delegate), at its sole discretion, may alter the timing or manner of payment of deferred amounts if the Participant establishes, to the satisfaction of the Committee (or its delegate), an unanticipated and severe financial hardship that is caused by an event beyond the Participant's control. In such event, the Committee (or its delegate) may: (a) provide that all, or a portion of, the amount previously deferred by the Participant immediately shall be paid in a lump sum cash payment, (b) provide that all, or a portion of, the installments payable over a period of time immediately shall be paid in a lump sum, or 34 (c) provide for such other installment payment schedules as it deems appropriate under the circumstances, as long as the amount distributed shall not be in excess of that amount which is necessary for the Participant to satisfy the financial emergency. Severe financial hardship will be deemed to have occurred in the event of the Participant's or a dependent's sudden, lengthy and serious illness as to which considerable medical expenses are not covered by insurance or relative to which there results a significant loss of family income, or other unanticipated events of similar magnitude. The Committee's decision (or that of its delegate) in passing on the severe financial hardship of the Participant and the manner in which, if at all, the payment of deferred amounts shall be altered or modified shall be final, conclusive, and not subject to appeal. SECTION 7. BENEFICIARY DESIGNATION 7.1 Designation of Beneficiary. (a) A Participant shall designate a Beneficiary or Beneficiaries who, upon the Participant's death, are to receive the amounts that otherwise would have been paid to the Participant. All designations shall be in writing and signed by the Participant. The designation shall be effective only if and when delivered to the Corporation during the lifetime of the Participant. The Participant also may change his Beneficiary or Beneficiaries by a signed, written instrument delivered to the Corporation. The payment of amounts shall be in accordance with the last unrevoked written designation of Beneficiary that has been signed and delivered to the Corporation. All Beneficiary designations shall be addressed to the Secretary of SCANA Corporation and delivered to his office, and shall be processed as indicated in subsection (b) below by the Secretary or by his authorized designee. (b) The Secretary of SCANA Corporation (or his authorized designee) shall, upon receipt of the Beneficiary designation: (1) ascertain that the designation has been signed, and if it has not been, return it to the Participant for his signature; (2) if signed, stamp the designation "Received", indicate the date of receipt, and initial the designation in the proximity of the stamp. 35 7.2 Death of Beneficiary. (a) In the event that all of the Beneficiaries named in Section 7.1 predecease the Participant, the amounts that otherwise would have been paid to said Beneficiaries shall, where the designation fails to redirect to alternate Beneficiaries in such circumstance, be paid to the Participant's estate as the alternate Beneficiary. (b) In the event that two or more Beneficiaries are named, and one or more but less than all of such Beneficiaries predecease the Participant, each surviving Beneficiary shall receive any dollar amount or proportion of funds designated or indicated for him per the designation of Section 7.1, and the dollar amount or designated or indicated share of each predeceased Beneficiary which the designation fails to redirect to an alternate Beneficiary in such circumstance shall be paid to the Participant's estate as an alternate Beneficiary. 7.3 Ineffective Designation. (a) In the event the Participant does not designate a Beneficiary, or if for any reason such designation is entirely ineffective, the amounts that otherwise would have been paid to the Beneficiary shall be paid to the Participant's estate as the alternate Beneficiary. (b) In the circumstance that designations are effective in part and ineffective in part, to the extent that a designation is effective, distribution shall be made so as to carry out as closely as discernable the intent of the Participant, with result that only to the extent that a designation is ineffective shall distribution instead be made to the Participant's estate as an alternate Beneficiary. SECTION 8. CHANGE IN CONTROL PROVISIONS 8.1 Accelerated Distributions Upon Change in Control. Notwithstanding anything in this Plan to the contrary and subject to the terms of an individual Participant agreement, if any, upon the occurrence of a Change in Control where there has not been a termination of the SCANA Corporation Key Employee Severance Benefits Plan prior thereto, the amounts (or remaining amounts) held in each Participant's Deferred Compensation Account under this Plan as of the date of such Change in Control (referred to as each Participant's "VDP Benefit") shall become immediately due and payable. All VDP Benefits payable under this Section 8.1 shall be paid to each Participant (and his or her Beneficiary) in the 36 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. 37 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. 38 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. 39 (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. 40 SECTION 10. PLAN ADMINISTRATION, AMENDMENT AND TERMINATION 10.1 In General. This Plan shall be administered by the Committee, which shall have the sole authority to construe and interpret the terms and provisions of the Plan and determine the amount, manner and time of payment of any benefits hereunder. The Committee shall maintain records, make the requisite calculations and disburse payments hereunder, and its interpretations, determinations, regulations and calculations shall be final and binding on all persons and parties concerned. The Committee may adopt such rules as it deems necessary, desirable or appropriate in administering this Plan and the Committee may act at a meeting, in a writing without a meeting, or by having actions otherwise taken by a member of the Committee pursuant to a delegation of duties from the Committee. 10.2 Claims Procedure. Any person dissatisfied with the Committee's determination of a claim for benefits hereunder must file a written request for reconsideration with the Committee. This request must include a written explanation setting forth the specific reasons for such reconsideration. The Committee shall review its determination promptly and render a written decision with respect to the claim, setting forth the specific reasons for such denial written in a manner calculated to be understood by the claimant. Such claimant shall be given a reasonable time within which to comment, in writing, to the Committee with respect to such explanation. The Committee shall review its determination promptly and render a written decision with respect to the claim. Such decision upon matters within the scope of the authority of the Committee shall be conclusive, binding, and final upon all claimants under this Plan. 10.3 Finality of Determination. The determination of the Committee as to any disputed questions arising under this Plan, including questions of construction and interpretation, shall be final, binding, and conclusive upon all persons. 10.4 Delegation of Authority. The Committee may, in its discretion, delegate its duties to an officer or other employee of the Company, or to a committee composed of officers or employees of the Company. 10.5 Expenses. The cost of payment from this Plan and the expenses of administering the Plan shall be borne by the Corporation. 10.6 Tax Withholding. The Corporation shall have the right to deduct from all payments made from the Plan any federal, state, or local taxes required by law to be withheld with respect to such payments. 41 10.7 Incompetency. Any person receiving or claiming benefits under the Plan shall be conclusively presumed to be mentally competent and of age until the Company receives written notice, in a form and manner acceptable to it, that such person is incompetent or a minor, and that a guardian, conservator, statutory committee under the South Carolina Code of Laws, or other person legally vested with the care of his estate has been appointed. In the event that the Company finds that any person to whom a benefit is payable under the Plan is unable to properly care for his affairs, or is a minor, then any payment due (unless a prior claim therefor shall have been made by a duly appointed legal representative) may be paid to the spouse, a child, a parent, or a brother or sister, or to any person deemed by the Company to have incurred expense for the care of such person otherwise entitled to payment. In the event a guardian or conservator or statutory committee of the estate of any person receiving or claiming benefits under the Plan shall be appointed by a court of competent jurisdiction, payments shall be made to such guardian or conservator or statutory committee provided that proper proof of appointment is furnished in a form and manner suitable to the Company. Any payment made under the provisions of this Section 10.7 shall be a complete discharge of liability therefor under the Plan. 10.8 Action by Corporation. Any action required or permitted to be taken hereunder by the Corporation or its Board shall be taken by the Board, or by any person or persons authorized by the Board. 10.9 Notice of Address. Any payment made to a Participant or to his Beneficiary at the last known post office address of the distributee on file with the Corporation, shall constitute a complete acquittance and discharge to the Corporation and any director or officer with respect thereto, unless the Corporation shall have received prior written notice of any change in the condition or status of the distributee. Neither the Corporation nor any director or officer shall have any duty or obligation to search for or ascertain the whereabouts of the Participant or his Beneficiary. 10.10 Amendment and Termination. The Corporation expects the Plan to be permanent but, since future conditions affecting the Corporation cannot be anticipated or foreseen, the Corporation reserves the right to amend, modify, or terminate the Plan at any time by action of its Board; provided, however, that any such action shall not diminish retroactively any amounts, both deferred Compensation and Growth Increments thereon, which have been credited to any Participant's Deferred Compensation Account. If the Board amends the Plan to cease future deferrals hereunder or terminates the Plan, the Board may, in its sole discretion, 42 direct that the value of each Participant's Deferred Compensation Account be paid to each Participant (or Beneficiary, if applicable) in an immediate lump sum payment. In the absence of any such direction from the Board, the Plan shall continue as a "frozen" plan under which no future deferrals will be recognized (however, Growth Increments shall continue to be recognized) and each Participant's benefits shall be paid in accordance with the otherwise applicable terms of the Plan. SECTION 11. EXECUTION IN WITNESS WHEREOF, the Company has caused this SCANA Corporation Voluntary Deferral Plan to be executed by its duly authorized officer this 11th day of December, 1997, to be effective as of October 21, 1997. SCANA Corporation By: s/William B. Timmerman William B. Timmerman Title: Chairman, President and Chief Executive Officer ATTEST: s/Lynn M. Williams Lynn M. Williams Secretary 43 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). 44 [ ] 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: 45 [ ] 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. 46 Manner of Payment Election(s): I understand and agree that, with respect to all deferred amounts, unless I elect otherwise, the amounts will be paid to me at the time otherwise specified in the form of a single lump sum payment. [ ] The Salary deferred above per this election shall be at the conclusion of the deferral period above be paid (subject to an Acceleration of Payments under Section 6.2 or Forfeiture under Section 7 of the Plan): [ ] a. in a lump sum, or [ ] b. in installment payments, payable: (Number) [ ] monthly or [ ] quarterly or [ ] annually. [ ] The Bonus deferred above per this election shall at the conclusion of the deferral period above be paid (subject to an Acceleration of Payments under Section 6.2 or Forfeiture under Section 7 of the Plan): [ ]a.in a lump sum, or [ ]b.in installment payments, payable: (Number) [ ] monthly or [ ] quarterly or [ ] annually. [ ] The Board of Directors fees deferred above per this election shall be paid (subject to an Acceleration of Payments under Section 6.2 of the Plan): [ ] a. in a lump sum, or [ ] b. in installment payments, payable: (Number) [ ] monthly or [ ] quarterly or [ ] annually. 47 Name _________________________________ SS # __________________________________ Employee#___________________________ ________________________________________________________________ Secretary, SCANA Corporation Employee's or Board Member's Signature _____________ ____________ Date Date (Rev. Jan. 1997) 48 SCANA CORPORATION VOLUNTARY DEFERRAL PLAN DESIGNATION OF BENEFICIARY To: Secretary of SCANA Corporation I hereby designate the following person(s), trust(s) or estate, to be the recipient(s) of any and all amounts which may become payable or may remain to be paid upon my death under the SCANA Corporation Voluntary Deferral Plan. Beneficiary's Name and Social Security Relationship or Employer Beneficiary's to Dollars or Identification No. Address Participant % Share I hereby designate the following person, trust or estate as Alternate Beneficiary with respect to the contingency events described in Sections 7.2(a) and 7.2(b) of this Plan. Alternate Beneficiary's Name and Social Alternate Relationship Security or Employer Beneficiary's to Identification No. Address Participant Spouse's Consent: (Community Property States Only -- S.C. domiciliaries ignore): I hereby agree to the Beneficiary(ies) designated above: ___________________________ ________________________ Spouse's Signature Date I hereby revoke any Beneficiary designation previously made by me and reserve the right to change this designation at any time by filing a new Designation of Beneficiary form. Signature of Participant Date Social Security Number Signature of Corporate Secretary Date Received (Rev. 1997) 49 EX-11 3 Exhibit 10-H SCANA CORPORATION SUPPLEMENTARY KEY EXECUTIVE SEVERANCE BENEFITS PLAN effective as of October 21, 1997 50 SCANA CORPORATION SUPPLEMENTARY KEY EXECUTIVE SEVERANCE BENEFITS PLAN TABLE OF CONTENTS Page SECTION 1. ESTABLISHMENT AND PURPOSE 1 1.1 Establishment of the Plan 1 1.2 Description of the Plan 1 1.3 Purpose of the Plan 1 SECTION 2. DEFINITIONS 2 2.1 Definitions 2 2.2 Gender and Number 7 SECTION 3. ELIGIBILITY AND PARTICIPATION 8 3.1 Eligibility 8 3.2 Termination of Participation 8 SECTION 4. BENEFITS 9 4.1 Right to SKESBP Benefits 9 4.2 Qualifying Termination 9 4.3 Description of SKESBP Benefits 9 4.4 Termination for Total and Permanent Disability 11 4.5 Termination for Retirement or Death 11 4.6 Termination for Cause or by Participant Other Than for Good Reason 11 4.7 Notice of Termination 11 4.8 Participant's Obligations 12 4.9 Termination for Just Cause 12 4.10 Form and Timing of SKESBP Benefits 12 4.11 Tax Indemnity or "Gross-Up Payment." 12 4.12 Tax Computation 12 4.13 Subsequent Recalculation of Plan Liability 13 4.14 Benefits Under Other Plans 13 51 SECTION 5. BENEFICIARY DESIGNATION 14 5.1 Designation of Beneficiary 14 5.2 Death of Beneficiary 14 5.3 Ineffective Designation 14 SECTION 6. GENERAL PROVISIONS 16 6.1 Contractual Obligation 16 6.2 Unsecured Interest 16 6.3 "Rabbi" Trust 16 6.4 Successors 16 6.5 Employment/Participation Rights 17 6.6 Nonalienation of Benefits 17 6.7 Severability 18 6.8 No Individual Liability 18 6.9 Applicable Law 18 6.10 Legal Fees and Expenses 18 6.11 Arbitration 18 SECTION 7. PLAN ADMINISTRATION, AMENDMENT AND TERMINATION 19 7.1 In General 19 7.2 Claims Procedure 19 7.3 Finality of Determination 19 7.4 Delegation of Authority 19 7.5 Expenses 19 7.6 Tax Withholding 19 7.7 Incompetency 19 7.8 Action by Corporation 20 7.9 Notice of Address 20 7.10 Amendment and Termination 20 SECTION 8. EXECUTION 22 52 SCANA CORPORATION SUPPLEMENTARY KEY EXECUTIVE SEVERANCE BENEFITS PLAN SECTION 1. ESTABLISHMENT AND PURPOSE 1.1 Establishment of the Plan. SCANA Corporation, a South Carolina corporation, hereby establishes a severance plan to be known as the "SCANA Corporation Supplementary Key Executive Severance Benefits Plan" (hereinafter referred to as the "SKESB" or "Plan"), as set forth in this document. The Plan is hereby adopted as of October 21, 1997. 1.2Description of the Plan. This Plan is intended to constitute a severance benefits plan which is unfunded and established primarily for the purpose of providing severance benefits for a select group of management or highly compensated employees. 1.3 Purpose of the Plan. The purpose of this Plan is to advance the interests of the Company by providing highly qualified Company executives and other key personnel with an assurance of equitable treatment in terms of compensation and economic security and to induce continued employment with the Company in the event of certain spin-offs, divestitures, or an acquisition or other Change in Control. The Corporation believes that an assurance of equitable treatment will enable valued executives and key personnel to maintain productivity and focus during a period of significant uncertainty inherent in such situations and that a severance compensation plan of this kind will aid the Company in attracting and retaining the highly qualified professionals who are essential to its success. SECTION 2. DEFINITIONS 2.1 Definitions. Whenever used herein, the following terms shall have the meanings set forth below, unless otherwise expressly provided herein or unless a different meaning is plainly required by the context, and when the defined meaning is intended, the term is capitalized: 53 (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; 54 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. 55 (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; 56 (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; 57 (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; 58 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: 59 (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. 60 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; 61 (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. 62 (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 63 (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. 64 4.8Participant's Obligations. Subject to the terms and conditions of this Plan, in the event of a Potential Change in Control of the Company, each Participant is required to remain with the Company until the earliest of (i) a date which is six (6) months after the occurrence of such Potential Change in Control of the Company; or (ii) a termination by a Participant of the Participant's employment by reason of Total and Permanent Disability or Retirement; or (iii) the occurrence of a Change in Control of the Company. 4.9Termination for Just Cause. Nothing in this Plan shall be construed to prevent the Company from terminating a Participant's employment for Just Cause. In such case, no Severance Benefits shall be payable to the Participant under this Plan. 4.10Form and Timing of SKESBP Benefits. The SKESBP Benefits described in Section 4.3, together with the payments described in Section 4.11 and Section 4.12 shall be paid in cash to a qualifying Participant in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event beyond thirty (30) days from such date. 4.11Tax Indemnity or " Gross-Up Payment". Notwithstanding anything in this Plan to the contrary, the benefits described in Section 4.3 (referred to as each Participant's "SKESBP Benefit") shall be paid to each Participant (and his or her Beneficiary) in the form of a single lump sum cash payment, together with an amount (the "Gross-Up Payment") such that the net amount retained by each Participant after deduction of any excise tax imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed) on such benefits (the "Excise Tax") and any Federal, state, and local income tax and Excise Tax upon the SKESBP Benefit and the Gross-Up Payment provided for by this Section 4.11 shall be equal to the value of the Participant's SKESBP Benefit. 4.12 Tax Computation. For purposes of determining the amount of the Gross-Up Payment referred to in Section 4.11, whether any of a Participant's SKESBP Benefit will be subject to the Excise Tax, and the amounts of such Excise Tax: (i) there shall be taken into account all other payments or benefits received or to be received by a Participant in connection with a Change in Control of the Corporation (whether pursuant to the terms of this Plan or any other plan, arrangement, or agreement with the Corporation, any person whose actions result in a Change in Control of the 65 Corporation or any person affiliated with the Corporation or such person); and (ii) the amount of any Gross-Up Payment payable with respect to any Participant (or his or her Beneficiary) by reason of such payment shall be determined in accordance with a customary "gross-up formula," as determined by the Committee it its sole discretion. 4.13 No Subsequent Recalculation of Plan Liability. The Gross-Up Payments described in Sections 4.11 and 4.12 are intended and hereby deemed to be a reasonably accurate calculation of each Participant's actual income tax and Excise Tax liability under the circumstances (or such tax liability of his or her Beneficiary), the payment of which is to be made by the Corporation or any "rabbi trust" established by the Corporation for such purposes. All such calculations of tax liability shall not be subject to subsequent recalculation or adjustment in either an underpayment or overpayment context with respect to the actual tax liability of the Participant (or his or her Beneficiary) ultimately determined as owed. 4.14 Benefits Under Other Plans. Any other amounts due the Participant or his or her Beneficiary under the terms of any other Company plans or programs are in addition to the payments under this Plan. SECTION 5. BENEFICIARY DESIGNATION 5.1 Designation of Beneficiary. (a) A beneficiary who is a Beneficiary for purposes of the SCANA Corporation Key Employee Severance Benefit Plan shall be a Beneficiary automatically for purposes of this Plan. (b) The Secretary of SCANA Corporation (or his authorized designee) shall, upon receipt of the Beneficiary designation: (i) ascertain that the designation has been signed, and if it has not been, return it to the Participant for his signature; (ii) if signed, stamp the designation "Received", indicate the date of receipt, and initial the designation in the proximity of the stamp. 66 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. 67 6.2Unsecured Interest. No Participant or Beneficiary shall have any interest whatsoever in any specific asset of the Corporation. To the extent that any person acquires a right to receive payment under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Corporation. 6.3 "Rabbi" Trust. In connection with this Plan, the Board shall establish a grantor trust (known as the "SCANA Corporation Executive Benefit Plan Trust") for the purpose of accumulating funds to satisfy the obligations incurred by the Corporation under this Plan (and such other plans and arrangements as determined from time to time by the Corporation). At any time prior to a Change in Control, as that term is defined in such Trust, the Corporation may transfer assets to the Trust to satisfy all or part of the obligations incurred by the Corporation under this Plan, as determined in the sole discretion of the Committee, subject to the return of such assets to the Corporation at such time as determined in accordance with the terms of such Trust. Any assets of such Trust shall remain at all times subject to the claims of creditors of the Corporation in the event of the Corporation's insolvency; and no asset or other funding medium used to pay benefits accrued under the Plan shall result in the Plan being considered as other than "unfunded" under ERISA. Notwithstanding the establishment of the Trust, the right of any Participant to receive future payments under the Plan shall remain an unsecured claim against the general assets of the Corporation. 6.4 Successors. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) of all or substantially all of the business and/or assets of the Company or of any division or subsidiary thereof to expressly assume and agree to perform this Plan in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Plan and shall entitle each Participant to compensation from the Company in the same amount and on the same terms as they would be entitled hereunder if terminated voluntarily for Good Reason, except for the purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Effective Date of Termination. 68 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. 69 (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. 70 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. 71 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. 72 7.10 Amendment and Termination. The Corporation expects the Plan to be permanent, but since future conditions affecting the Corporation cannot be anticipated or foreseen, the Corporation reserves the right to amend, modify, or terminate the Plan at any time by action of its Board at any time prior to a Change in Control, pursuant to a Board resolution adopted by a vote of two- thirds (2/3) of the Board members then serving on the Board. Upon any such amendment, and except as provided hereunder upon the occurrence of a Change in Control, each Participant and his Beneficiary(ies) shall only be entitled to such benefits as determined by the Board pursuant to such amendment. Upon any such termination, and except as provided hereunder upon the occurrence of a Change in Control, no Participant or Beneficiary(ies) shall be entitled to any further benefits hereunder, unless determined otherwise by the Board, in its sole discretion. Notwithstanding the foregoing, no amendment, modification or termination of the Plan may be made, and no Participants may be added to the Plan, upon or following a Change in Control without the express written consent of all of the Plan's Participants covered by the Plan at such time. Notwithstanding the above, however, in the event a Change in Control occurs during the term of the Plan, this Plan will remain in effect until all benefits have been paid to all Participants existing at the time of the Change in Control. SECTION 8. EXECUTION IN WITNESS WHEREOF, the Company has caused this SCANA Corporation Supplementary Key Executive Severance Benefits Plan to be executed by its duly authorized officer this 11th day of December, 1997, to be effective as of of October 21, 1997. SCANA Corporation By: s/W. B. Timmerman W. B. Timmerman Title: Chairman, President and Chief Executive Officer ATTEST: s/Lynn M. Williams Lynn M. Williams Secretary 73 EX-23 4 Exhibit 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Post-Effective Amendment No. 1 to Registration Statement No. 33-49333 on Form S-8, Post Effective Amendment No. 1 to Registration Statement No. 33- 55861 on Form S-3, Post-effective Amendment No. 2 on Registration Statement No. 33-50571 on Form S-3, Post-Effective Amendment No. 1 to Registration Statement No. 33-56923 on Form S-8, Registration Statement No. 333-18149 on Form S-3 and Registration Statement No. 333-18973 and 333-44885 on Form S-8 of our report dated March 11, 1998 on the SCANA Corporation Stock Purchase-Savings Plan appearing in this Annual Report on Form 10-K of SCANA Corporation for the year ended December 31, 1997, as amended. s/Deloitte & Touche LLP DELOITTE & TOUCHE LLP Columbia, South Carolina April 14, 1998 74 -----END PRIVACY-ENHANCED MESSAGE-----