exhibit4-05.htm


     Exhibit
4.05

    


    INVESTOR
PLUS PLAN

    


    SCANA CORPORATION, a South Carolina
corporation (the "Company"), hereby amends and restates the SCANA Investor Plus
Plan (the "Plan") as follows, effective as of May 1, 2004:

    


    


    ARTICLE
I

    Definitions

    


    The terms defined in this Article I
shall, for all purposes of this Plan, have the following respective
meanings:

    


     Account

    


    The term "Account" shall mean, as to
any Participant, the account maintained by the Company through its Shareholder
Services Department to which is credited (i) the shares (and including any
fraction of a share computed to three decimal places) of Common Stock (a)
purchased through the Plan, or (b) deposited by such Participant into the Plan
pursuant to Section 4.1, and credited to such Participant and (ii) cash held in
the Escrow Account or by the Custodian pending investment in Common Stock for
such Participant and credited to such Participant.

    


    Account Shares

    


    The term "Account Shares" shall mean
all shares (including any fraction of a share) of Common Stock credited to and
at any given time remaining in the Account of a Participant.

    


    Change Form

    


    The term "Change Form" shall mean the
documentation that the Company shall require to be completed prior to a
Participant's (i) changing the number of shares of Common Stock or SCE&G
Preferred Stock with respect to which Dividends are invested pursuant to Section
7.1, (ii) withdrawal of Account Shares pursuant to Section 7.2 and (iii)
termination of participation in the Plan pursuant to Section 7.3.

    


    Common Stock

    


    The term "Common Stock" shall mean the
common stock, without par value, of the Company.

    


    Company

    


    The term "Company" shall mean SCANA
Corporation.

    


    Company Share Purchase
Price

    


    The term "Company Share Purchase Price"
shall mean the average of the high and low sales prices of Common Stock on a
given trading day as reported on The New York Stock Exchange Composite Tape and
published in The Wall Street Journal.  In the event no trading is so
reported for a trading day, the Company Share Purchase Price for such day may be
determined by the Company on the basis of such market quotations as it deems
appropriate.


    
      
         


      

      
         


        
        

      

      
         


      

    


        Custodian

    


    The term "Custodian" shall mean the
Person appointed by the Company from time to time pursuant to Section 10.1 to
hold all shares of Common Stock acquired under or deposited into the Plan, and
to purchase and sell shares on the open market pursuant to Section 3.4 and
5.1.

    


    Direct Deposit Authorization
Form

    


    The term "Direct Deposit Authorization
Form" shall mean the documentation that the Company shall require to be
completed and received prior to a Participant having any Dividends on Account
Shares not being invested in Common Stock paid by electronic direct deposit to
the Participant's predesignated bank, savings association or credit union
account pursuant to Section 7.7.

    


    Dividend

    


    The term "Dividend" shall mean any cash
dividends paid on shares of Common Stock or SCE&G Preferred
Stock.

    


    Dividend Payment Date

    


    The term "Dividend Payment Date" shall
mean a date on which a Dividend is paid.

    


    Enrollment Form

    


    The term "Enrollment Form" shall mean
the documentation that the Company shall require to be completed and received
prior to an investor's enrollment in the Plan pursuant to Article
II.

    


    Escrow Account

    


    The term "Escrow Account" shall have
the meaning set forth in Section 11.1.

    


    Escrow Agent

    


    The term "Escrow Agent" shall have the
meaning set forth in Section 11.2.

    


    Exchange Act

    


    The term "Exchange Act" shall mean the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder.

    


    Fractional Account Shares

    


    The term "Fractional Account Shares"
shall mean the shares (and fractions of shares) of Common Stock held in the
Fractional Share Account.

    


    Fractional Share Account

    


    The term "Fractional Share Account"
shall mean an account under the Plan, consisting of Fractional Account Shares,
which is owned by the Company and administered pursuant to Section
8.3.


    
      
         


      

      
         


        
        

      

      
         


      

    

    


    Independent Agent

    


    The term "Independent Agent" shall mean
an agent independent of the Company who satisfies applicable legal requirements
(including without limitation the requirements of Rule 10b-18 and Regulation M
promulgated under the Exchange Act).

    


    Investment Date

    


    The term "Investment Date" shall mean
(i) in any month in which a Dividend Payment Date occurs, such Dividend Payment
Date and the fifteenth day of the month or, if the fifteenth day is not a
business day, the next business day, and (ii) in any month in which no Dividend
Payment Date occurs, the first business day of such month and the fifteenth day
of the month or, if the fifteenth day is not a business day, the next business
day.

    


    Market Share Purchase
Price

    


    The term "Market Share Purchase Price"
shall mean the weighted average purchase price per share (including brokerage
commissions, any related service charges and applicable taxes) of the aggregate
number of shares purchased in the open market with respect to an Investment
Date.

    


    Market Share Sales Price

    


    The term "Market Share Sales Price"
shall mean the weighted average sales price per share (net of brokerage
commissions, any related service charges and applicable taxes) of the aggregate
number of shares sold in the open market for the relevant day.

    


    Maximum Amount

    


    The term "Maximum Amount" shall have
the meaning set forth in Section 2.4.

    


    Participant

    


    The term "Participant" shall have the
meaning set forth in Section 2.1.

    


    Person

    


    The term "Person" shall mean any
individual, corporation, partnership, limited liability company, joint venture,
association, joint-stock company, trust, estate or unincorporated
organization.

    


    Plan

    


    The term "Plan" shall mean this SCANA
Investor Plus Plan.

    


    SCE&G

    


    The term "SCE&G" shall mean South
Carolina Electric & Gas Company.

    


    SCE&G Preferred Stock

    


    The term "SCE&G Preferred Stock"
shall mean the Preferred Stock of SCE&G whether issued prior to, on or after
the date hereof.

     

    
      
         


      

      
         


        
        

      

      
         


      

    


    Share
Deposit Form

    


    The term "Share Deposit Form" shall
mean the documentation that the Company shall require to be completed and
received prior to deposit of shares of Common Stock for a Participant's Account
pursuant to Section 4.1.

    


    Statement of Account

    


    The term "Statement of Account" shall
mean a written statement prepared by the Company and sent to each Participant
(i) each time a transaction takes place in a Participant's Account and (ii) in
January of each year which reflects (a) all transactions to date completed under
the Plan during the calendar year to which it relates, (b) the number of Account
Shares remaining in such Participant's Account at the date of such statement and
(c) such additional information regarding such Participant's Account as the
Company may determine.

    


    Transfer Request Form

    


    The term "Transfer Request Form" shall
mean the documentation that the Company shall require to be completed and
received prior to a Participant's gift or transfer of Account Shares pursuant to
Section 5.2.

    


    Voluntary Payment Form

    


    The term "Voluntary Payment Form" shall
mean the documentation that the Company shall require to be completed and
received prior to an optional cash payment being invested pursuant to Section
2.4.

    


    A pronoun or adjective in the masculine
gender includes the feminine gender, and the singular includes the plural,
unless the context clearly indicates otherwise.

    


    


    ARTICLE
II

    Participation

    


    Section
2.1.  Participation.  Any Person, whether or not a record
holder of Common Stock, may elect to participate in the Plan; provided such
Person is a resident of, or is organized or incorporated under, or has its
principal place of business in, the United States, and its
possessions.

    


    An election by a Person to participate
in the Plan shall be made by such Person completing and returning to the Company
an Enrollment Form in which such Person elects to (i) have Dividends on Common
Stock or SCE&G Preferred Stock of which such Person is the record holder
invested in Common Stock pursuant to Section 2.2, (ii) deposit shares of Common
Stock of which such person is the record holder into the Plan pursuant to
Section 4.1 or (iii) make an initial cash payment pursuant to Section
2.3.

    


    Any Person who has met such
requirements and has made and not revoked such election is referred to herein as
a "Participant."  A Participant may elect to participate in either or
both of the forms of investment provided in Sections 2.2 and 2.4 and to utilize
the Plan's safekeeping services provided in Section 4.1 by so indicating on an
Enrollment Form, Change Form, or Share Deposit Form; provided, however, that a
Participant who has elected to make optional cash investments pursuant to
Section 2.4 shall submit to the Company a completed Voluntary Payment
Form.

     

    
      
         


      

      
         


        
        

      

      
         


      

    


    Section
2.2.  Dividend Investment.  A Participant may elect to have
all or a portion of any Dividend on his Common Stock or SCE&G Preferred
Stock invested in shares of Common Stock to be credited to his Account in lieu
of receiving such Dividend directly.  If a Participant elects to
invest only a portion of the Dividends received on his certificated shares of
Common Stock or SCE&G Preferred Stock, that portion of such Dividends not
invested in Common Stock will be sent to the Participant in the manner otherwise
associated with payment of such Dividends.  If a Participant elects to
invest only a portion of the Dividends received on the shares of Common Stock
credited to his Account, the portion of Dividends not invested will be sent to
the Participant by check or by electronic direct deposit if the Participant has
elected the direct deposit option provided in Section 7.7.

    


    Section 2.3.  Initial Cash
Payment.  A Person not already a Participant may become a Participant
by (i) making an initial cash payment of at least $250 or, (ii) in the case of a
Person who is already a record holder of Common Stock or SCE&G Preferred
Stock, of at least $25 but no more than $100,000, by personal check payable to
SCANA Corporation, to be invested in Common Stock pursuant to Section 3.2;
provided, however, that payment for such initial cash investment must be
accompanied by a completed Enrollment Form.  A fee of $25 will be
charged for any check that is returned by the bank due to non-sufficient
funds.

    


    Section 2.4.  Optional Cash
Payments.  A Participant may elect to make cash payments at any time
or from time to time to the Plan, by personal check or money order payable to
SCANA Corporation, for investment in Common Stock pursuant to Section 3.2 or, in
the case of regular monthly investments, by automatic bank draft; provided,
however that any Participant who elects to make optional cash payments pursuant
to this Section 2.4 must invest at least $25 for any single investment and may
not invest more than $100,000 in aggregate amounts in any calendar year (the
"Maximum Amount").  For purposes of determining whether the Maximum
Amount has been reached, initial cash payments shall be counted as optional cash
payments.  A fee of $25 will be charged against a Participant's
Account if a check or bank draft is returned by the bank due to non-sufficient
funds.

    


    


    ARTICLE
III

    Dividend
Investment and Investment of

    Initial
and Optional Cash Payments

    


    Section 3.1.  Dividend
Investment.  Dividends as to which investment has been elected by a
Participant shall be invested at the Company's election, in either (i) newly
issued shares of Common Stock purchased from the Company pursuant to Section 3.3
or (ii) shares of Common Stock purchased by the Custodian in the open market
pursuant to Section 3.4.  No interest shall be paid on Dividends held
by the Custodian pending investment pursuant to Section 3.4.  Any
Dividends not invested in shares of Common Stock within 30 days of the payment
thereof shall be promptly sent to the Participant by First Class Mail at his
address of record.

    


    Section 3.2.  Investment of
Optional Cash Payments and Initial Cash Payments.  Any optional cash
payments and initial cash payments received by the Company from a Participant at
least two business days prior to an Investment Date shall be invested at the
Company's election, in either (i) newly issued shares of Common Stock purchased
from the Company pursuant to Section 3.3, or (ii) shares of Common Stock
purchased by the Custodian in the open market pursuant to Section
3.4.  Optional cash payments and initial cash payments not received by
the Company at least two business days prior to an Investment Date need not be
invested pursuant to Section 3.3 or 3.4 with respect to such Investment Date;
provided, however, that any such optional cash payments and initial cash
payments not invested pursuant to Section 3.3 or 3.4 on such Investment Date
shall be invested pursuant to Section 3.3 or 3.4 on the next succeeding
Investment Date.  No interest shall be paid on optional cash payments
and initial cash payments held pending investment pursuant to Section 3.3 or
Section 3.4.  Any optional cash payments and initial cash payments to
be invested in shares of Common Stock purchased pursuant to Section 3.3 or 3.4
not invested in shares of Common Stock within 30 days of receipt by the Company
shall be promptly returned to the Participant by First Class Mail at his address
of record.

    


    
      
         

      

      
         

        
        

      

      
         

      

    

    Section 3.3.  Investment in
Newly Issued Shares.  Investment in newly issued shares of Common
Stock shall be governed by this Section 3.3.  On an Investment Date
with respect to which the Company elects to issue new shares to the Plan in
order to effect the investment of Dividends and optional and initial cash
payments, the Company shall issue to the Custodian, for the benefit of the
Participants, and in consideration of the payment of the purchase price thereof,
a number of shares of Common Stock equal to (a)(i) the amount of any Dividends
paid on such Investment Date with respect to which Participants have elected
dividend investment, if any, plus the amount of any optional cash payments and
initial cash payments received by the Company from Participants since the
preceding Investment Date (excluding any amounts received from Participants
within two business days of such current Investment Date but including any
amounts received from such Participants within two business days prior to the
preceding Investment Date that were not invested with respect to the preceding
Investment Date as set forth in Section 3.2) less (ii) Dividends and optional
cash payments and initial cash payments to be returned to Participants pursuant
to Section 3.1 or Section 3.2, if any, divided by (b) the Company Share Purchase
Price on the trading day immediately preceding such Investment
Date.  Such shares shall be issued to, and registered in the name of,
the Custodian, or its nominee, as custodian for the Participants.  The
number of shares (and/or fraction of a share rounded to three decimal places) of
Common Stock that shall be credited to a Participant's Account with respect to
an Investment Date to which this Section 3.3 applies shall be equal to (a) the
amount of Dividends, optional cash payments and initial cash payments, if any,
invested on such Investment Date on behalf of such Participant divided by (b)
the Company Share Purchase Price on the trading day immediately preceding such
Investment Date.

    


    Section 3.4.  Investment in
Shares Purchased in the Open Market.  Investment in shares of Common
Stock purchased in the open market shall be governed by this Section
3.4.  On an Investment Date with respect to which the Company elects
to effect the investment of Dividends and optional and initial cash payments in
shares of Common Stock purchased by the Custodian in the open market, the
Company shall forward to the Custodian to be invested for the benefit of the
Participants an amount equal to (a) the Dividends paid on such Investment Date
with respect to which Participants have elected dividend investment, if any,
plus the amount of any optional cash payments and initial cash payments received
by the Company from Participants since the preceding Investment Date (excluding
any amounts received from Participants within two business days of such current
Investment Date but including any amounts received from such Participants within
two business days prior to the preceding Investment Date that were not invested
with respect to the preceding Investment Date as set forth in Section 3.2) less
(b) any Dividends and optional cash payments and initial cash payments to be
returned to Participants pursuant to Section 3.1 or Section 3.2.  The
Custodian shall apply such funds to the purchase of shares of Common Stock in
the open market pursuant to this Section 3.4.  Such shares shall be
registered in the name of the Custodian, or its nominee, as custodian for the
Participants.  Purchases in the open market pursuant to this Section
3.4 may begin on the applicable Investment Date and shall be completed prior to
the next Investment Date unless completion at a later date is necessary or
advisable under applicable law, including without limitation any federal
securities laws.  Open market purchases pursuant to this Section 3.4
may be made on any securities exchange on which the Common Stock is traded, in
the over-the-counter market or by negotiated transactions, and may be upon such
terms and subject to such conditions with respect to price, delivery and
otherwise to which the Custodian may agree.  With regard to open
market purchases of shares of Common Stock pursuant to this Section 3.4, none of
the Company, any affiliated Purchasers or any Participant shall have any
authority or power to direct the time or price at which shares of Common Stock
may be purchased, the markets on which such shares are to be purchased
(including any securities exchange, in the over-the-counter market or in
negotiated transactions) or the selection of the broker or dealer (other than
the Custodian) through or from whom purchases may be made, except that the
timing of such purchases must be made in accordance with the terms and
conditions of the Plan.  For the purpose of making, or causing to be
made, purchases of shares of Common Stock pursuant to this Section 3.4, and
sales of Account Shares pursuant to Section 5.1, the Custodian shall be entitled
to commingle each Participant's funds with those of all other Participants and
to offset purchases of shares of Common Stock against sales of shares of Common
Stock to be made for participants, resulting in a net purchase or a net sale of
shares.  The number of shares (and/or fraction of a share rounded to
three decimal places) of Common Stock that shall be credited to a Participant's
Account with respect to an Investment Date to which this Section 3.4 applies
shall be equal to (a) the amount of Dividends, optional cash payments and
initial cash payments, if any, invested with respect to such Investment
Date on behalf of such Participant divided by (b) the Market Share Purchase
Price with respect to such Investment Date.

    


    
      
         

      

      
         

        
        

      

      
         

      

    

    Section 3.5.  Request to Stop
Investment.  If a written request to stop investment of optional cash
payments or an initial cash payment is received by the Company from a
Participant at least three business days before the next Investment Date, any
optional cash payments or initial cash payments from such Participant then held
by the Company shall not be invested in Common Stock and shall be returned to
such Participant.  If such a request is not received by the Company at
least three business days prior to an Investment Date, any such optional cash
payments or initial cash payments shall be invested in shares of Common Stock
for such Participant's Account.

    


    


    ARTICLE
IV

    Safekeeping
Services for Deposited Common Stock

    


    Section 4.1.  Deposited
Common Stock.  A Participant may elect to have shares of Common Stock
of which the Participant is the record holder deposited into the Plan by
completing a Share Deposit Form and, if such person is not then a Participant,
an Enrollment Form, or if such person is then a Participant, a Change Form, and
delivering certificates evidencing the shares to be deposited and the Share
Deposit Form along with the Enrollment Form or the Change Form, as applicable,
to the Company.  Shares of Common Stock so deposited shall be
transferred into the name of the Custodian or its nominee and credited to the
depositing Participant's Account.  Dividends paid on shares of Common
Stock deposited into the Plan pursuant to this Section 4.1 shall be invested in
Common Stock pursuant to Article III unless a Participant notifies the Company
otherwise on the Enrollment Form or the Change Form, as applicable.

    


    Section 4.2.  Withdrawal of
Common Stock Deposited Pursuant to Section 4.1.  Shares of Common
Stock deposited pursuant to Section 4.10 may be withdrawn from the Plan pursuant
to Section 7.2.

    


    


    ARTICLE
V

    Sale of
Account Shares; Gift or Transfer of Account Shares

    


    Section 5.1.  Sale of Account
Shares.  A Participant may request, at any time, that all or a portion
of his Account Shares be sold by delivering to the Company instructions to that
effect; provided, however, that no fractional share may be sold unless the
Participant requests the sale of all his Account Shares; and further, provided,
that no Account Shares may be sold until those shares have been held in a
Participant's Account for at least two weeks.  The Company shall
forward such sale instructions to the Custodian within five business days after
receipt thereof (except in the case of instructions to sell all Account Shares
of a Participant described below in the immediately following
paragraph).  The Custodian shall make such sales as soon as
practicable (in accordance with stock transfer requirements and federal and
state securities laws) after processing such sale instructions.  As
soon as practicable following the receipt of proceeds from such sale, the
Company shall mail by First Class Mail to such Participant at his address of
record a check in an amount equal to (a) the Market Share Sales Price multiplied
by (b) the number of Account Shares sold.  If a Participant misplaces
the check there will be a charge of $10 to replace the check, except for the
first replacement and there will be a charge of $10 for each copy of a paid
check.

    


    If instructions for the sale of Account
Shares are received on or after the record date for a Dividend but before the
related Dividend Payment Date, the sale shall be processed as described above,
and the dividends on such shares shall be paid to the Participant or invested in
shares of Common Stock pursuant to the Plan in accordance with the Participant's
then effective instructions under the Plan.  Notwithstanding the
foregoing, if a Participant requests the sale of all his Account Shares and such
Participant has elected to invest Dividends on any of such shares then if a
request is received between a dividend record date and the related Dividend
Payment Date, such sale shall not be effected until after such Dividend has been
invested pursuant to the Plan and the shares of Common Stock purchased therewith
are credited to the Participant's Account).  Following the investment
of such Dividend, the Company shall forward such sale instructions to the
Custodian.

    


    
      
         

      

      
         

        
        

      

      
         

      

    

    With regard to open market sales of
Account Shares pursuant to this Section 5.l, neither the Company nor any
Participant shall have any authority or power to direct the time or price at
which shares of Common Stock may be sold, the markets on which such shares are
to be sold (including on any securities exchange, in the over-the-counter market
or in negotiated transactions) or the selection of the broker or dealer (other
than the Custodian) through or from whom sales may be made, except that the
timing of such sales must be made in accordance with the terms and conditions of
the Plan.

    


    Section 5.2.  Gift or
Transfer of Account Shares.  A Participant may elect to transfer
(whether by gift, private sale or otherwise) ownership of all or a portion of
his Account Shares by delivering to the Company a completed Transfer Request
Form to that effect and a stock assignment (stock power) acceptable to the
Company.  No fraction of a share of Common Stock credited to the
transferor's Account shall be transferred unless the transferor's entire Account
is transferred and no shares may be transferred unless the shares have been held
in the Participant's Account for at least two weeks.  Transfers
outside of the Plan shall be treated as withdrawals and shall be governed by
Section 7.2.

    


    Account Shares transferred to the
Account of another Participant or to establish an Account for a Person not
already a Participant in accordance with the preceding paragraph shall continue
to be registered in the name of the Custodian as custodian and shall be credited
to the transferee's Account.  If the transferee is not already a
Participant, an Account shall be opened in the name of the transferee and in any
event the Company shall send the transferee a Statement of Account showing the
number of shares transferred and now held in his Account as soon as practicable
after such transfer.

    Unless otherwise requested by a
transferee on a completed Change Form, the Dividends on such transferred Account
Shares shall be invested in shares of Common Stock under the
Plan.  The transferor may request that the Company send a gift
certificate directly to such transferee or request that the Company deliver such
gift certificate to the transferor for personal delivery to the
transferee.

    


    If a completed Transfer Request Form
with regard to Account Shares is received after a record date for a Dividend but
before the related Dividend Payment Date, the transfer shall be processed as
described above and the dividends on such shares shall be paid to the
Participant or invested in shares of Common Stock pursuant to the Plan in
accordance with the Participant's then effective instructions under the
Plan.  Notwithstanding the foregoing, if a completed Transfer Request
Form with regard to all Account Shares of a Participant is received by the
Company between a record date for a Dividend and the related Dividend Payment
Date, and such Participant has elected to invest Dividends on any of such
Account Shares, such transfer shall not become effective until after such
Dividend has been invested pursuant to the Plan and the shares of Common Stock
purchased therewith are credited to the Participant's
Account).  Following the investment of such Dividend, the Company
shall effect such transfer.

    


    Section 5.3.  Investment of
Dividends on Remaining Account Shares.  If only a portion of a
Participant's Account Shares are shares with respect to which the Participant
has elected to invest dividends and the Participant elects to (i) sell a portion
of his Account Shares pursuant to Section 5.1, (ii) transfer a portion of his
Account Shares pursuant to Section 5.2 or (iii) withdraw a portion of his
Account Shares pursuant to Section 7.2, all of the Account Shares with respect
to which the Participant has elected to invest Dividends shall be sold,
transferred or withdrawn, as the case may be, before any Account Shares with
respect to which the Participant has elected not to invest Dividends are sold,
transferred or withdrawn unless the Participant gives specific instructions to
the contrary in connection with such sale, transfer or withdrawal of Account
Shares.

    


    


    ARTICLE
VI

    


    [Reserved]

     

     

    
      
         

      

      
         

        
        

      

      
         

      

    

    ARTICLE
VII

    Treatment
of Accounts

    


    Section 7.1.  Changing Plan
Options.  A Participant may elect to change his Plan options,
including (i) changing the investment levels (i.e., full, partial or none) of
Dividends on Common Stock or SCE&G Preferred Stock and (ii) changing the
designation of shares of Common Stock or SCE&G Preferred Stock on which
Dividends are to be invested, by delivering to the Company a Change Form to that
effect.  To be effective with respect to any Dividend, the Change Form
must be received by the Company prior to the record date for such
Dividend.  If the Change Form is not received by the Company prior to
the record date of a Dividend, such change shall not become effective until
after the next Dividend Payment Date.  After the effectiveness of the
Change Form, Dividends on shares of Common Stock and SCE&G Preferred Stock
as to which the investment election has been revoked will be paid in cash or
with regard to Dividends on Account Shares, by direct deposit to the
Participant's designated direct deposit account, if such Participant has elected
the direct deposit option pursuant to Section 7.7.

    


    Section 7.2.  Right of
Withdrawal.  A Participant may, at any time or from time to time,
withdraw from the Plan all or any part (other than fractions) of his Account
Shares by delivering to the Company (i) appropriate withdrawal instructions to
that effect, if such Participant will be the record holder of such Account
Shares after withdrawal or (ii) a completed Transfer Request Form and a stock
assignment (stock power) to that effect, if the Participant will not be the
record holder of such Account Shares after withdrawal.  Subject to the
limitations described in the immediately following paragraph, as soon as
practicable following the Company's receipt of (i) appropriate withdrawal
instructions or (ii) a completed Transfer Request Form and a stock assignment
(stock power), as the case may be, which indicates the Participant's desire to
withdraw whole Account Shares, the Company shall mail by First Class Mail to the
Participant at his address of record, or to the address of the designated
transferee, certificates representing such designated Account Shares; provided,
however, no shares may be withdrawn until such shares have been held in the
Participant's Account for at least two weeks.

    


    If withdrawal instructions or a
Transfer Request Form with regard to Account Shares is received by the Company
after the record date for a Dividend but before the related Dividend Payment
Date, the withdrawal shall be processed as described above and the dividends on
such shares shall be paid to the Participant or, invested in shares of Common
Stock pursuant to the Plan in accordance with the Participant's then effective
instructions under the Plan.  Notwithstanding the foregoing, if
withdrawal instructions or a Transfer Request Form with regard to all the
Account Shares is received by the Company between the record date for a Dividend
and the related Dividend Payment Date, and any of such shares are shares on
which Dividends are invested, such withdrawal shall not become effective until
after such Dividend has been invested pursuant to the Plan and the shares of
Common Stock purchased therewith are credited to the Participant's
Account).  As soon as practicable following such investment of such
Dividend, the Company shall mail by First Class Mail to the Participant at his
address of record, or to the address of the designated transferee, certificates
representing the Account Shares withdrawn.

    


    There is a cost to replace a lost or
stolen stock certificate.  The cost is $10, or two percent of the
current market value, whichever is greater; provided, however, that the Company
will not charge for a stock certificate that is lost in the mail to a
Participant, if the Participant notifies the Company of the non-receipt claim
within a year of the date the certificate is issued.

    


    Withdrawal of Account Shares shall not
affect investment of Dividends on the Account Shares withdrawn unless (i) the
Participant is no longer the record holder of such Account Shares, (ii) such
investment is changed by the Participant by delivering to the Company a Change
Form to that effect pursuant to Section 7.1 or (iii) the Participant has
terminated his participation in the Plan pursuant to Section
7.3.


    
      
         


      

      
         


        
        

      

      
         


      

    

    


    Section 7.3.  Termination of
Participation.  A Participant may terminate his participation in the
Plan at any time by giving notice to the Company.  Participation in
the Plan also will be terminated if the Company receives notice of the
Participant's death.  The Company shall treat any termination of
participation as a request for withdrawal of all of such Participant's whole
Account Shares pursuant to Section 7.2 unless the Participant requests that the
shares in his Account be sold pursuant to Section 5.1.  The Company,
in addition to mailing certificates representing all whole Account Shares, if
any, pursuant to Section 7.2, shall mail by First Class Mail to the Participant
at his address of record a check for an amount equal to the cash value of any
fraction of a share of Common Stock then remaining in the Participant's
Account.  Such fraction of a share shall be valued at the Company
Share Purchase Price for the trading day immediately preceding the date the
termination is processed.  If a Participant misplaces the check there
will be a charge of $10 to replace the check, except for the first replacement
and there will be a charge of $10 for each copy of a paid check.

    


    If the termination notice or the notice
of death is received prior to a record date for a Dividend, the termination will
be processed as soon as practicable after receipt.  If the termination
notice or the notice of death is received between the record date for a Dividend
and the payment date for that Dividend and the Participant has elected Dividend
investment with respect to any shares of Common Stock credited to his Account,
the termination will not be processed until the Dividends on such shares have
been invested.  Any optional cash payment which is received prior to
receipt of the notice also will be invested unless return of the amount is
requested in the notice and such notice is received at least three business days
prior to the next Investment Date.  The termination will be processed
as promptly as possible following the Dividend Payment Date.

    


    Section 7.4. Stock Splits, Stock
Dividends and Rights Offerings.  Any shares or other securities
representing stock dividends or other noncash distributions on Account Shares
shall be credited to Participants' Accounts.  Stock splits,
combinations, recapitalizations and similar events affecting the Common Stock
shall, as to share balances in Accounts of Participants, be credited to such
Accounts on a pro rata basis.  Dividends on such shares will be
invested in shares of Common Stock under the Plan until a Participant notifies
the Company otherwise on a Change Form.

    


    In the event of a rights offering, a
Participant shall receive rights based upon the total number of whole shares of
Common Stock in his Account on the record date for the rights
offering.

    


    Section 7.5.  Shareholder
Materials; Voting Rights.  The Company shall send or forward to each
Participant all applicable proxy solicitation materials, other shareholder
materials or consent solicitation materials.  Participants shall have
the exclusive right to exercise all voting rights respecting Account Shares
credited to their respective Accounts.  A Participant may vote any of
his whole Account Shares in person or by proxy.  A Participant's proxy
card shall include his whole Account Shares and shares of Common Stock of which
he is the record holder.  Account Shares shall not be voted unless a
Participant or his proxy votes them.  Fractions of shares of Common
Stock shall not be voted.

    


    Solicitation of the exercise of
Participants' voting rights by the management of the Company and others under a
proxy solicitation applicable to all holders of Common Stock shall be
permitted.  Solicitation of the exercise of Participants' tender or
exchange offer rights by management of the Company and others shall also be
permitted.  The Company shall notify the Participants of each occasion
for the exercise of their voting rights or rights with respect to a tender offer
or exchange offer within a reasonable time before such rights are to be
exercised.  Such notification shall include all information
distributed to the shareholders of the Company by the Company regarding the
exercise of such rights.


    
      
         


      

      
         


        
        

      

      
         


      

    


    


    Section 7.6.  Statements of
Account.  As soon as practicable after a person becomes a Participant,
the Company shall send such Participant an acknowledgement form notifying him
that an Account has been established in his name.  Thereafter, the
Company shall send each Participant an annual Statement of Account which shall
be mailed on or before January 31 of each calendar year and, in addition, the
Company shall send each Participant a Statement of Account following each time a
Participant has made an optional cash payment, deposited Common Stock into the
Plan pursuant to Section 4.1, transferred, withdrew or sold Account Shares or
had Dividends invested in Common Stock.  Duplicate statements may be
ordered from the Company.  In connection with this service, a
Participant will be charged a fee of $15 which will cover up to one hour of
research.  There will be an additional charge of $10 for each
additional hour.

    


    Section 7.7.  Direct Deposit
Option.  A Participant may elect to have any Dividends on Account
Shares not being invested in Common Stock pursuant to the Plan paid by
electronic direct deposit to the Participant's predesignated bank, savings
association or credit union account.  To receive such direct deposit
of funds, a Participant must complete, sign and return a Direct Deposit
Authorization Form to the Company.  Direct deposit will become
effective as soon as practicable after receipt of a completed Direct Deposit
Authorization Form.  A Participant may change his designated direct
deposit account any time by delivering a new completed Direct Deposit
Authorization Form to the Company.

    


    


    ARTICLE
VIII

    Certificates
and Fractions of Shares

    


    Section
8.1.  Certificates.  A Participant, at any time or from time
to time, may request in writing to receive a certificate for all or a portion of
his whole Account Shares.  The Company shall treat such request as a
request for a withdrawal of shares pursuant to Section 7.2.  Promptly
following such withdrawal the Company shall mail such certificate by First Class
Mail to such Participant at his address of record; provided, however, that upon
the withdrawal of such shares the shares shall no longer be Account Shares but
any of such shares which were designated for investment of Dividends shall
remain shares on which Dividends are invested (except to the extent such
Participant elects not to have Dividends on such Account Shares invested in
Common Stock on a Change Form).  There is a cost to replace a lost or
stolen stock certificate.  The cost is $10, or two percent of the
current market value, whichever is greater; provided, however, that the Company
will not charge for a stock certificate that is lost in the mail to a
Participant, if the Participant notifies the Company of the non-receipt claim
within a year of the date the certificate is issued.

    


    Section 8.2.  Fractional
Shares.  Fractions of shares of Common Stock shall be credited to
Accounts as provided in Article III; provided, however, that no certificate for
a fraction of a share shall be distributed to any Participant at any time; and
provided further, that the Company shall issue and sell only whole shares of
Common Stock to the Custodian in respect of Dividends invested in, and purchases
made by the Custodian of, newly issued shares of Common Stock.

    


    Section 8.3.  Fractional
Share Account.  In the event that, upon a Participant's termination of
participation in the Plan, the Account of such Participant is credited with a
fraction of a share of Common Stock, such fraction of a share shall be purchased
by the Company for the Fractional Share Account at the Company Share Purchase
Price determined as of the trading date specified in Section 7.3, and the
proceeds thereof shall be remitted to such Participant as set forth in Section
7.3.

    


    If on any Investment Date the aggregate
amount of optional cash payments, initial cash payments and Dividends to be
invested with respect to such date is not sufficient to purchase a whole number
of shares of Common Stock, the Company shall issue to the Custodian or the
Custodian shall purchase on the open market, as the case may be, the whole
number of shares which such funds are sufficient to purchase and the Company
shall sell to the Participants out of the Fractional Share Account the fraction
of a share which the remaining funds are sufficient to purchase at the Company
Share Purchase Price on the trading date immediately preceding the applicable
Investment Date.

    


    


    
      
         

      

      
         

        
        

      

      
         

      

    

    ARTICLE
IX

    Concerning
the Plan

    


    Section 9.1.  Suspension,
Modification and Termination.  The Company may at any time and from
time to time, at its sole option, suspend, modify, amend or terminate the Plan,
in whole, in part or in respect of Participants in one or more jurisdictions;
provided, however, no such amendment shall decrease the Account of any
Participant or result in a distribution to the Company of any amount credited to
the Account of any Participant.  Upon complete termination of the
Plan, the Accounts of all Participants (or in the case of partial termination of
the Plan, the Accounts of all affected Participants) shall be treated as if each
such Participant had elected to terminate his participation in the Plan pursuant
to Section 7.3, except that any fraction of a share of Common Stock shall be
valued as of the trading date immediately preceding the date on which the Plan
is terminated.  The Company shall promptly send each affected
Participant notice of such suspension, modification or termination.

    


    Section 9.2.  Rules and
Regulations.  The Company may from time to time adopt such
administrative rules and regulations concerning the Plan as it deems necessary
or desirable for the administration of the Plan.  The Company shall
have the power and authority to interpret the terms and the provisions of the
Plan and shall interpret and construe the Plan and reconcile any inconsistency
or supply any omitted detail in a manner consistent with the general terms of
the Plan and applicable law.

    


    Section
9.3.  Costs.  Except as otherwise set forth herein, all
costs of administering the Plan shall be paid by the Company; provided, however,
that any brokerage commissions, service charges or applicable taxes incurred in
connection with open market purchases and sales of shares of Common Stock made
under the Plan shall be borne by the Participants.

    


    Section 9.4.  Termination of
a Participant's Participation in the Plan.  The Company in its sole
discretion, may terminate any Participant's participation in the Plan after
written notice mailed in advance to such Participant at his address of
record.  Upon such termination, the Account of such Participant shall
be treated as if he had elected to terminate his participation in the Plan
pursuant to Section 7.3, except that any fraction of a share of Common Stock
shall be valued as of the trading date immediately preceding the date on which
such Participant's participation is terminated.

    


    


    ARTICLE
X

    Administration
of the Plan

    


    Section 10.1.  Selection of a
Custodian.  The Custodian shall be appointed by the Company and shall
be an Independent Agent.  The Custodian's appointment to serve as such
may be revoked by the Company at any time.  The Custodian may resign
at any time upon reasonable notice to the Company.

    


    Section
10.2.  Compensation.  The officers of the Company shall make
such arrangements regarding compensation, reimbursement of expenses and
indemnification of the Custodian as they from time to time deem reasonable and
appropriate.

    


    Section 10.3.  Authority and
Duties of Company.  The Company shall have the authority to undertake
any act necessary to fulfill its duties as set forth in the various provisions
of the Plan.  Promptly following receipt thereof, the Company shall
deposit all optional cash payments and initial cash payments in the Escrow
Account.  The Company shall maintain appropriate records of the
Accounts of Participants and the Fractional Share Account.

     

    
      
         

      

      
         

        
        

      

      
         

      

    

        Section
10.4.  Liability of the Company and the Custodian.  Neither
the Company nor the Custodian shall be liable for any act done in good faith, or
for the good faith omission to act in administering or performing their duties
with respect to the Plan, including, without limitation, any claim of liability
arising out of failure to terminate a Participant's Account upon such
Participant's death prior to receipt of notice in writing of such death, or with
respect to the prices at which shares are purchased or sold for a Participant's
Account and the times when such purchases and sales are made, or with respect to
any loss or fluctuation in market value after the purchase or sale of such
shares.

    


    Section 10.5.  Records and
Reports.  The Company shall keep appropriate records concerning the
Plan, Accounts of Participants, purchases and sales of Common Stock made under
the Plan and Participants' addresses of record and shall send Statements of
Account to each Participant in accordance with the provisions of Section
7.6.

    


    Section 10.6.  Source of
Shares of Common Stock.  The Company shall not change the source of
shares of Common Stock purchased by Participants in the Plan (i.e., either (i)
newly issued shares of Common Stock purchased from the Company or (ii) shares of
Common Stock purchased in the open market) more than once every three
months.  At any time that the source of shares of Common Stock
purchased for the Plan is shares purchased in the open market, the Company shall
not exercise its right to change the source of shares absent a determination by
the Company's Board of Directors or Chief Financial Officer that the Company has
a need to raise additional capital or there is another valid reason for the
change.

     

     

    


    ARTICLE
XI

    Escrow
Account

    


    Section 11.1.  Establishment
of Escrow Account.  The Company shall establish and maintain an escrow
account (the "Escrow Account") into which all optional cash payments and initial
cash payments received from Participants shall be deposited by the Company to be
held pending investment in Common Stock.  Such account or such other
non-interest bearing accounts the Company may establish from time to time
hereunder shall be with a commercial bank organized under the laws of the United
States or any state which has assets in excess of $500,000,000.  The
Escrow Account shall be non-interest bearing, but may carry credits for
compensating balances which credit shall be for the exclusive benefit of the
Company.

    


    Section 11.2.  General Duties
of the Company.  The Company shall provide the escrow agent (the
"Escrow Agent") with a true and correct copy of the Plan and true and correct
copies of any amendments to the Plan promptly upon their adoption and shall
certify to the Escrow Agent the names and specimen signatures of any person who
shall have withdrawal authority with respect to the Escrow Account on behalf of
the Company.

    


    Section 11.3.  Escrow Agent's
Compensation.  The Company shall make such arrangements regarding
compensation, reimbursement of expenses and indemnification of the Escrow Agent
as it may from time to time deem reasonable and appropriate and the Company
shall be responsible for the payment of all of such compensation, reimbursement
and indemnification.

    


     

    
      
         

      

      
         

        
        

      

      
         

      

    

    ARTICLE
XII

    Miscellaneous
Provisions

    


    Section 12.1.  Controlling
Law.  The Plan shall be construed, regulated and administered under
the laws of the State of South Carolina.

    


    Section 12.2.  Acceptance of
Terms and Conditions of Plan by Participants.  Each Participant, by
completing an Enrollment Form or Authorization Form and as a condition of
participation herein, for himself, his heirs, executors, administrators, legal
representatives and assigns, approves and agrees to be bound by the provisions
of this Plan and any subsequent amendments hereto, and all actions of the
Company and the Custodian hereunder.