EX-10.3



 






Exhibit 10.3




THE LIBERTY CORPORATION

SUPPLEMENTAL EXECUTIVE SAVINGS PLAN

as Amended and Restated

Effective December 31, 2004




     The Liberty Corporation (“Liberty”) and the participating affiliates and subsidiaries of
Liberty identified on Schedule A (the “Affiliates”) hereby adopt The Liberty Corporation
Supplemental Executive Savings Plan as amended and restated (the “Plan”) effective as of December
31, 2004. For periods commencing on or after January 1, 2005, and until the Plan can be formally
amended, the Plan shall be operated and administered in accordance with a good faith interpretation
of new Section 409A of the Internal Revenue Code.



Article 1




     A. Purpose: The primary purpose of the Plan is to provide supplemental retirement
benefits for a select group of Liberty’s management or highly compensated employees, by among other
things, allowing eligible employees to defer a portion of their compensation otherwise payable for
services rendered to Liberty.



     B. Effective Date: This Plan is amended and restated as of Closing Date.



Article 2




Eligibility and Enrollment




     Any employee of Liberty or an Affiliate who is (i) a Highly Compensated Employee as defined in
Section 414(q) of the Internal Revenue Code of 1986, as amended (the “Code”); and (ii) eligible to

participate in The Liberty Corporation Retirement and Savings Plan (the “RSP”), may be nominated
for participation in the Plan. The Chief Executive Officer and the President of Liberty, each in
his or her sole discretion, shall nominate employees for eligibility to participate in the Plan.
The Compensation Committee of the Board of Directors, in its sole discretion, shall designate the
nominated employees who are eligible to enroll in the Plan.



     An eligible employee may enroll as a Participant in the Plan by completing an enrollment form
made available by Liberty. No eligible employee shall be entitled to any benefit or contribution
under the Plan until he or she has completed an enrollment form.



Article 3




     A. Elective Deferral Contributions: An eligible employee may make either or both of the
following elections:




     (i) an eligible employee may elect to defer the receipt of a portion of his
or her income for each calendar year, or for a portion of the calendar year, beginning on
and after the employee’s election date; and




     (ii) an eligible employee may elect to defer the receipt of all or any
portion of salary reduction, after-tax or matching contributions originally contributed on
behalf of the employee to the RSP but which would be distributed to the employee under the
terms of the RSP by reason of the application of (a) the limitation on elective deferrals
under Code section 402(g), (b) the average deferral percentage (“ADP”) test under Code
section 401(k); (c) the actual contribution percentage (“ACP”) test under Code section
401(m); or (d) the limitations on annual additions under Code Section 415.



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     The amount of the deferrals shall be credited to a Deferred Compensation Account in accordance
with Paragraph C hereof.



     Initial elections by employees first eligible to participate in the Plan after the Effective
Date may be made and become effective as of the date the employee first meets the eligibility
requirements set forth in Article 2. Modifications to Participants’ existing deferral elections
must be made prior to January 1 of any year and will become effective as of the next following
January 1. Once an election to defer income under this Plan has become effective, that election
will remain in effect until such further time as the election may be modified in accordance with
the preceding sentence or revoked.



     During the course of any calendar year, a Participant may revoke his or her deferral election
with respect to any future deferrals of his or her income for such year. However, in the event
that a Participant revokes his or her deferral election, that employee will not be eligible to
again defer the receipt of any portion of his or her income under this Plan until the following
calendar year. Except as provided in this section, no other changes to any deferral election shall
be permitted under this Plan.



     Any election to defer amounts described in clause (ii) above must include an assignment to
Liberty of the payment of such amounts to be distributed from the RSP, in accordance with Treas.
Reg. Section 1.401(a)-13(e), and such assignment may be revoked at any time prior to the date such
amounts become distributable. Any such revocation shall apply only to the next following
distribution from the RSP, unless otherwise specified.



     B. Additional Contributions:




     (i) Profit. Sharing Contributions. Each Participant under this Plan shall
receive a credit to his or her Deferred Compensation Account in an amount equal to the
difference, if any, between (a) the allocation the Participant would have received under the
terms of the RSP, if compensation under the RSP was determined without regard to the limit
imposed by Code Section 401(a)(17), provided that in no event shall such compensation exceed
$235,840 or such higher amount as may be established by Liberty from time to time in its
sole discretion prior to the commencement of any calendar year; and (b) the actual
allocation credited to the Participant’s account under the terms of the RSP:




     (ii) Matching Contributions.




     (a) Each Participant whose compensation under the RSP is greater
than the dollar limit applicable under Code Section 401(a)(17) for any calendar year
shall have his or her Deferred Compensation Account credited with a contribution for
each such calendar year equal to the greater of:




     (1) the amount of salary reduction contributions made to this Plan
in accordance with Section 3.A.(i), but the amount shall not exceed 3% of the amount
of the Participant’s compensation (as determined under the RSP) which is greater
than the applicable limit under Code Section 401(a)(17) but less than $235,840 or
such higher amount as may be established by Liberty from time to time in its sole
discretion; or




     (2) 3% of the amount of the Participant’s compensation (as
determined under the RSP) which is greater than the applicable limit under Code
Section 401(a)(17) but less than $235,840 or such higher amount as may be
established by Liberty from time to time in its sole discretion, provided the
Participant has made Employee Before-Tax Contributions (as defined in the RSP) to
the RSP in an amount equal to either (a) the applicable limit under Code Section
402(g) or (b) the limit on such contributions established under the terms of the
RSP.




     (b) Each Participant who (1) forfeits any portion of a matching
contribution under the RSP by reason of the application of the limitations of the
ACP test under Code section 401(m) and (2) has elected to contribute to this Plan
under Section 3.A(ii)(c) the amount which was contributed under the RSP but would be
distributed to him or her because it exceeds the amount allowable under the ACP
test, shall have his or her Deferred Compensation Account credited with an amount
equivalent to the matching contribution which was forfeited under the RSP.



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     (iii) Excess Section 415 Contributions. Each Participant under this Plan
shall have his or her Deferred Compensation Account credited with an amount equal to any
“excess amount’’ (as determined under Section 4.10 of the RSP in any calendar year).
Notwithstanding the foregoing, no amount shall be credited under this Section 3.B.(iii) if
such amount is distributed to the Participant in accordance with Treas. Reg. Section
1.415-6(b)(6)(iv), whether or not such amount is contributed to this Plan pursuant to
Section 3.A.(ii)(d).




     (iv) Other Contributions. Liberty, in its sole discretion, may make
additional contributions on behalf of any Participant in this Plan.



     C. Deferred Compensation Accounts: A separate bookkeeping account shall be
established and maintained for each Participant to reflect all amounts deferred under this Plan.
Each Participant’s account will be credited with earnings, pursuant to Paragraph D hereof, until
distribution of his or her account in accordance with Article 4. Each Participant, shall be 100%
vested in the elective deferrals credited to his or her account. In the event any matching
contribution is credited to a Participant’s Deferred Compensation Account, the Participant’s rights
to such amount and any earnings attributable to such amount shall be subject to the same vesting
schedule as if the matching contribution had been made to the RSP. Similarly, in the event any
profit sharing contribution is credited to a Participant’s Deferred Compensation Account, the
Participant’s rights to such amount and any earnings attributable to such amount shall be subject
to the same vesting schedule as if the profit sharing contribution had been made to the
Participant’s account under the RSP.



     D. Earnings Credit. Each Participant shall be entitled to designate target
investments for amounts credited to his or her Deferred Compensation Account. The purpose of the
target investment is to allocate earnings and losses to a Participant’s account as if his or her
account were actually invested in the selected target investments. Liberty shall designate, in its
sole discretion, the target investment options from which a Participant may chose, the rules for
allocating portions of a Participant’s account among the target investments, and the rules for a
Participant to change the allocation of the Participant’s account among the target investments.
The target investment options and the election rules shall be designated in such employee
communications as Liberty deems appropriate, and Liberty reserves the right at any time to add or
remove any target investment option or change any rule. A Participant’ s designation of a
particular target investment only shall affect the calculation of earnings and losses on the
Participant’s account, and shall not in any manner require Liberty to invest any assets in such
target investment.



Article 4




     A. Benefits: Following a Participant’s termination of employment with Liberty, Liberty
shall pay the Participant the vested balance of his or her deferred compensation account in the
form selected by the Participant in accordance with Paragraph C of this Article.



     B. Death Benefits: If a Participant dies before receiving all payments due under
the Plan, Liberty shall pay the vested balance of the Participant’ s account to the Participant’ s
beneficiary. The designation of a beneficiary shall be made in writing by the Participant and
shall be filed with Liberty prior to the Participant’s death. In the absence of a written
beneficiary designation, or in the event all of an individual’s designated beneficiaries predecease
the Participant without designation of a contingent beneficiary, the Participant’s estate shall be
the beneficiary. This benefit shall be paid to the designated beneficiary in accordance with the
Participant’s election pursuant to Paragraph C of this Article.



     C. Distribution Election: A Participant may elect, in his or her sole discretion,
to have the vested balance of his or her account paid in any form of benefit offered under the RSP
as of the date the Participant makes an election in accordance with this paragraph, except that on
and after January 1, 2002, a Participant may not elect to have his or her vested account balance
paid in the form of an annuity or a combination of a lump sum and annuity. A Participant may elect
to have his or her benefit payments commence at any time following his or her retirement under the
RSP. Notwithstanding the foregoing, benefit payments must commence no later than the April 1
following the calendar year in which the Participant attains age 70 1/2. Distributions paid by
reason of death, disability or termination of employment (other than retirement) shall commence
within one-year following the Participant’s death, disability or termination of employment. Each
Participant must file with Liberty when he or she first begins participation in the Plan an initial
distribution election specifying both the form of benefit distribution and the time for
commencement of retirement



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benefits. A Participant may change his or her election but such change shall not be
effective, unless the employee remains employed with Liberty or its affiliates for at least one
year after the revised election is filed with Liberty. In the absence of a valid election, any
benefit under this Plan shall be paid in a lump-sum.




Article 5




Hardship Withdrawal




     In the event that a Participant suffers an unforeseeable, immediate and heavy financial need
that cannot reasonably be met from other sources, the Participant shall be permitted to withdraw
from his or her Deferred Compensation Account an amount equal to that needed to meet the immediate
and heavy financial need and to pay any income taxes on the withdrawal. The Participant must first
submit a written withdrawal request to Liberty explaining the nature of the hardship and the amount
required to meet the financial need. The Participant will be required to certify that the need
cannot be reasonably met from other sources. The determination of hardship and lack of
availability of funds from other sources will be made by Liberty, in its sole discretion, in
accordance with applicable Internal Revenue Service guidance regarding rules for granting hardship
withdrawals under this type of plan.



Article 6




Funding




     Liberty’s obligations under this Plan shall be general obligations of Liberty and shall not be
secured in any manner. No asset of Liberty shall be placed in trust or in escrow or otherwise
physically or legally segregated for the benefit of any Participant or his or her spouse or
beneficiaries and the eventual payment of benefits under this Plan shall not be secured by the
issuance of any negotiable instrument or other evidence of indebtedness of Liberty. No
Participant, beneficiary or other person shall be deemed to have any property interest, legal or
equitable, in any specific assets of Liberty as a result of the benefits provided by this Plan. To
the extent that any person acquires any right to receive payments under this Plan, that right shall
be no greater than, nor shall it have any preference or priority over, the rights of any unsecured
general creditor of Liberty. In no event shall any of the directors, officers or employees of
Liberty or an Affiliate be liable in their individual capacities to any person for the payment of
benefits under the Plan.



Article 7




Assignment




     No payments, benefits or rights under this Plan shall be subject in any manner to any
attachment, garnishment, levy or other lien or collection or to anticipation, sale, transfer,
assignment, mortgage, pledge, encumbrance, charge or alienation by any Participant, his or her
beneficiary or any other person who could or might possibly receive payments under this Plan. Any
such prohibited attempted attachment, assignment, alienation, encumbrance or transfer shall be
void.



Article 8




Administration




     Liberty shall be responsible for the administration of the Plan and shall have the right, in
its sole discretion, to interpret and construe the terms of the Plan, including without limitation
eligibility for benefits, terms of payment and identity of beneficiary. Liberty may delegate
responsibility for administration of the Plan to one or more individuals as designated by the chief
executive officer.



     In the event that Liberty delegates the responsibility for administration of the Plan to one
or more individuals, Liberty shall indemnify the designated administrators and their agents
against, and agree to hold them harmless from, any and all liabilities and damages (including
reasonable attorneys’ fees and expenses in defending against such liabilities and claims) incurred
by the individuals arising from any action or inaction on their part with respect to the Plan taken
in good faith, unless such liability or expense results from the individual’s gross negligence or
willful acts of commission or omission.



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Article 9




Claims Procedure




     If any benefits become payable under this Plan, the Participant (or the designated
beneficiary, in the case of the Participant’s death) shall file a claim for benefits by notifying
Liberty in writing. If the claim is completely or partially denied, Liberty shall provide a
written notice specifying the reason for the denial, the provisions on which the denial is based
and additional material or information necessary to prove entitlement to benefits, if any. Such
written notice shall indicate the steps to be taken if a review of the denial is desired.



     If a claim is denied and a review is desired, the claimant shall notify Liberty in writing.
In requesting a review, the claimant may review this Plan and any related documents and submit any
written issues and comments he or she feels are appropriate. Liberty shall review the claim and
provide a written decision specifying the bases, for the decision. A claimant shall have no right
to appear in person, with or without an attorney, to make an oral presentation of his or her
initial claim or any subsequent appeal.



Article 10




Amendment and Termination




     This Plan may be amended or terminated at any time and in any respect by Liberty upon written
notice to the Participants and any other party entitled to benefits under the Plan, provided that
Liberty may not unilaterally reduce the balance of any individual’s account determined as of the
date written notice is provided. Upon termination of the Plan, all benefits shall be distributed
as soon as practicable in the form of a lump sum.



     An Affiliate of Liberty may be added as a participating Affiliate only with the consent of
Liberty. An Affiliate’s participation may be terminated by Liberty or by the Affiliate at any
time, and absent the express consent of Liberty, shall be automatically terminated on the date the
controlling ownership or proprietary interest of Liberty in such Affiliate is terminated.



Article 11




     A. Tax Consequences: The Plan is intended to postpone the application of income taxes
on amounts credited to the Deferred Compensation Accounts.. However, notwithstanding anything to
the contrary, Liberty makes no representation regarding the tax consequences of participation in
this Plan. Amounts contributed to or paid from the Plan may be subject to income, payroll or other
taxes, and Liberty may withhold taxes from any payment, as required under federal, state and local
laws.



     B. No Guarantee of Employment: Nothing contained in this Plan shall be construed
as an employment contract between Liberty or an Affiliate and any employee, or as a right of any
employee to continue in the employment of Liberty or an Affiliate, or as a limitation on Liberty’s
or an Affiliate’s right to discharge any employee with or without cause.



     C. Incapacity: Liberty may, in its sole discretion, direct the payment of any
benefit otherwise due to a minor or other legally incompetent person, to any other person who
Liberty determines is an appropriate representative of the intended recipient, including a
custodian under a Uniform Transfers to Minors Act or corresponding legislation, and the receipt by
that representative shall be a valid and complete discharge of all of Liberty’s duties with respect
to that benefit payment and in full satisfaction of all claims under the Plan.



     D. Governing Documents: In the event of a conflict between the Plan and any
administrative forms, employee communications or other documents relating to this Plan, the terms
of this Plan shall control.



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Article 12




Construction




          This Plan shall be construed according to the laws of the State of South Carolina, except as
superseded by Federal law. The invalidity of any portion of this Plan shall not invalidate the
remainder of the Plan, which shall continue in full force and effect.



               IN WITNESS WHEREOF, The Liberty Corporation and the Affiliates have caused this Plan to be
executed by their duly authorized officers effective as of the Closing Date.



	 	 	 	 	 
	 	 	THE LIBERTY CORPORATION
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 
	 
	 	 	 	 
	Attest:
	 	 	 	 
	 
	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 
	 	 	COSMOS BROADCASTING CORPORATION
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 
	 
	 	 	 	 
	Attest:
	 	 	 	 
	 
	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 





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Schedule A



Employers participating in the Supplemental Executive Savings Plan:




     The Liberty Corporation

     Cosmos Broadcasting Corporation




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