spspplan


Exhibit
4.04





















































SCANA
CORPORATION

STOCK
PURCHASE-SAVINGS PLAN 




(Including
amendments through June 14, 2004)




 

 

 

 

 

 

 

 

 

 


 




















SCANA
CORPORATION

STOCK
PURCHASE-SAVINGS PLAN

(Including
amendments through June 14, 2004)




TABLE
OF CONTENTS





	
      Article
	
      Page

	 	
      ARTICLE
      1. PURPOSE
	
      1

	 	 	 
	 	
      ARTICLE
      1-A. MERGER
	
      3

	 	 	 
	 	
      ARTICLE
      II. DEFINITIONS

       
	
      4

       

	
      2.01
	
      ADDITIONAL
      CONTRIBUTIONS
	
      4

	
      2.02
	
      ADJUSTMENT
      FACTOR
	
      4

	
      2.03
	
      AFFILIATE
	
      4

	
      2.04
	
      BENEFICIARY
	
      4

	
      2.05
	
      BREAKIN
      SERVICE
	
      4

	
      2.06
	
      CODE
	
      6

	
      2.07
	
      COMMITTEE
	
      6

	
      2.08
	
      COMMON
      STOCK
	
      6

	
      2.09
	
      COMMON
      STOCK FUND
	
      6

	
      2.10
	
      COMPANY
	
      6

	
      2.11
	
      DATE
      OF DISTRIBUTION
	
      6

	
      2.12
	
      DEFERRALS
	
      6

	
      2.13
	
      DISABILITY
	
      6

	
      2.14
	
      ELIGIBLE
      EARNINGS
	
      6

	
      2.15
	
      ELIGIBLE
      EMPLOYEE
	
      8

	
      2.16
	
      EMPLOYEE
	
      8

	
      2.17
	
      EMPLOYEE
      PLANS COMMITTEE
	
      8

	
      2.18
	
      EMPLOYER
	
      9

	
      2.19
	
      EMPLOYER
      CONTRIBUTION
	
      9

	
      2.20
	
      HIGHLY
      COMPENSATED EMPLOYEE
	
      10

	
      2.21
	
      INACTIVE
      PARTICIPANT
	
      10

	
      2.22
	
      INVESTMENT
      COMMITTEE
	
      10

	
      2.23
	
      INVESTMENT
      FUND
	
      10

	
      2.24
	
      MONEY
      MARKET FUND
	
      10

	
      2.25
	
      PARTICIPANT
	
      10

	
      2.26
	
      PLAN
	
      10

	
      2.27
	
      PLAN
      ADMINISTRATOR
	
      10

	
      2.28
	
      PLAN
      MANAGER
	
      10

	
      2.29
	
      PLAN
      YEAR
	
      10

	
      2.30
	
      REGULAR
      CONTRIBUTIONS
	
      10

	
      2.31
	
      SPOUSE
	
      11

	
      2.32
	
      TERMINATION
      OF EMPLOYMENT
	
      11

	
      2.33
	
      TRUST
      (OR TRUST FUND)
	
      11

	
      2.34
	
      TRUSTEE
	
      11

	
      2.35
	
      VALUATION
      DATE
	
      11

	
      2.36
	
      VALUATION
      PRICE
	
      11




 



	 	
      ARTICLE
      III. ELECTION OF PARTICIPATION

       
	
      12

       

	
      3.1
	
      ELECTION
      TO PARTICIPATE
	
      12

	
      3.2
	
      ELECTION
      AUTHORIZATION
	
      12

	 	 	 
	 	
      ARTICLE
      IV. EMPLOYEE DEFERRALS AND CONTRIBUTIONS

       
	
      13

       

	
      4.1
	
      DEFERRALS
	
      13

	
      4.2
	
      REGULAR
      CONTRIBUTIONS
	
      13




 









i








	
      4.3
	
      ADDITIONAL
      CONTRIBUTIONS
	
      13

	
      4.4
	
      TIMING
      OF CONTRIBUTIONS
	
      15

	
      4.5
	
      SUSPENSION
      OF CONTRIBUTIONS
	
      15

	
      4.6
	
      CHANGES
      IN CONTRIBUTIONS
	
      15

	
      4.7
	
      ROUNDING
      OF AMOUNTS
	
      15

	
      4.8
	
      ROLLOVER
      CONTRIBUTIONS
	
      15

	 	 	 
	 	
      ARTICLE
      V. EMPLOYER CONTRIBUTIONS
	
      17

	 	 	 
	
      5.1
	
      EMPLOYER
      CONTRIBUTIONS
	
      17

	
      5.2
	
      CORRECTIVE
      CONTRIBUTIONS REALLOCATIONS
	
      17

	 	 	 
	 	
      ARTICLE
      IV. PLAN INVESTMENTS

       
	
      18

       

	
      6.1
	
      INVESTMENT
      FUNDS
	
      18

	
      6.2
	
      EMPLOYEE
      DEFERRALS, REGULAR CONTRIBUTIONS, ADDITIONAL
      CONTRIBUTIONS,
	 
	 	
      AND
      ROLLOVER CONTRIBUTIONS
	
      18

	
      6.3
	
      CHANGE
      IN INVESTMENT DESIGNATION OF FUTURE EMPLOYEE DEFERRALS,
      REGULAR
	 
	 	
      CONTRIBUTIONS,
      ADDITIONAL CONTRIBUTIONS AND ROLLOVER
    CONTRIBUTIONS
	
      18

	
      6.4
	
      TRANSFERS
      OF EXISTING EMPLOYE DEFERRALS, REGULAR CONTRIBUTIONS,
      
	 
	 	
      ADDITIONAL
      CONTRIBUTIONS, EMPLOYEE CONTRIBUTIONS AND
ROLLOVER
	 
	 	
      CONTRIBUTIONS
      AMONG INVESTMENT FUNDS
	
      18

	
      6.5
	
      EMPLOYEE
      CONTRIBUTIONS
	
      19

	
      6.6
	
      INVESTMENTS
      IN COMMON STOCK FUND
	
      19

	
      6.7
	
      DIVIDENDS
      OF COMMON STOCK
	
      19

	
      6.8
	
      UNINVESTED
      CASH
	
      20

	
      6.9
	
      DIVERSIFICATION
      OF AMOUNTS IN THE COMMON STOCK FUND
	
      20

	 	 	 
	 	
      ARTICLE
      VII. INVESTMENT ACCOUNTS

       
	
      23

       

	
      7.1
	
      SEPARATE
      ACCOUNTS
	
      23

	
      7.2
	
      ACCOUNT
      INFORMATION
	
      23

	
      7.3
	
      APPLICABLE
      VALUATION DATE
	
      24

	
      7.4
	
      FIDUCIARY
      RESPONSIBILITY
	
      24

	 	 	 
	 	
      ARTICLE
      VIII. WITHDRAWALS/DISTRIBUTIONS

       
	
      26

       

	
      8.1
	
      WITHDRAWALS
      BEFORE TERMINATION OF EMPLOYMENT
	
      30

	
      8.2
	
      FREQUENCY
      OF WITHDRAWAL
	
      31

	
      8.3
	
      FORM
      OF WITHDRAWAL
	
      31

	
      8.4
	
      NOTICE
      OF WITHDRAWAL
	
      31

	
      8.5
	
      DISTRIBUTION
      ON TERMINATION OF EMPLOYMENT OR DISABILITY
	
      31

	
      8.6
	
      DISTRIBUTION
      ON DEATH
	
      32

	
      8.7
	
      PROMPTNESS
      OF DISTRIBUTION
	
      32

	
      8.8
	
      AMOUNT
      OF DISTRIBUTION
	
      33

	
      8.9
	
      FORM
      OF DISTRIBUTION
	
      32

	
      8.10
	
      FRACTIONAL
      SHARES
	
      33

	
      8.11
	
      LIMITATION
      ON COMMENCEMENT OF BENEFITS
	
      33

	
      8.12
	
      EMLOYEE
      TRANSFERS FROM THE EMPLOYER TO AN AFFILIATE
	
      34

	
      8.13
	
      DISTRIBUTIONS
      WITH RESPECT TO QUALIFIED DOMESTIC RELATIONS
    ORDERS
	
      34

	
      8.14
	
      DIRECT
      ROLLOVER DISTRIBUTIONS
	
      34

	
      8.15
	
      DEFINITIONS
	
      35

	 	 	 
	 	
      ARTICLE
      IX. LOANS TO PARTICIPANTS

       
	
      37

       

	
      9.1
	
      AMOUNT
      OF LOAN
	
      37




 







ii








	
      9.2
	
      TERMS
      OF LOAN
	
      37

	
      9.3
	
      COMMENCEMENT
      OF LOANS
	
      42

	
      9.4
	
      EMPLOYEE
      TRANSFERS FROM THE EMPLOYER TO AN AFFILIATE
	
      42

	
      9.5
	
      SPECIFIC
      INFORMATION
	
      42

	 	 	 
	 	
      ARTICLE
      X. VESTING

       
	
      44

       

	
      10.1
	
      VESTING
	
      44

	
      10.2
	
      EMPLOYEE
      TRANSFERS FROM THE EMPLOYER TO AN AFFILIATE
	
      44

	 	 	 
	 	
      ARTICLE
      XI. FORFEITURES

       
	
      45

       

	
      11.1
	
      TERMNATION
      OF EMPLOYMENT
	
      45

	
      11.2
	
      REPAYMENTS
	
      45

	
      11.3
	
      LOST
      PARTICIPANTS OR BENEFICIARIES
	
      45

	
      11.4
	
      APPLICATION
      OF FORFETURES
	
      45

	 	 	 
	 	
      ARTICLE
      XII. LIMITATIONS ON CONTRIBUTIONS AND BENEFITS

       
	
      46

       

	
      12.1
	
      DEFINITION
      OF ANNUAL ADDITIONS
	
      46

	
      12.2
	
      MAXIMUM
      ANNUAL ADDITION
	
      46

	
      12.3
	
      LIMITITION
      OF ANNUAL ADDITIONS
	
      46

	
      12.4
	
      DEFINITIONS
	
      47

	
      12.5
	
      SPECIAL
      RULES
	
      48

	
      12.6
	
      LIMITATION
      OF BENEFITS AND CONTRIBUTIONS
	
      48

	
      12.7
	
      TRADITIONAL
      RULE
	
      49

	
      12.8
	
      EFFECTIVE
      DATE
	
      50

	
      12.9
	
      MAXIMUM
      AMOUNT OF DEFERRALS
	
      50

	
      12.10
	
      NON-DISCRIMINATION
      LIMITATION ON DEFERRAL CONTRIBUTIONS
	
      51

	
      12.11
	
      NONDISCRIMINATION
      LIMITATIONS ON REGULAR CONTRIBUTIONS AND 
	 
	 	
      EMPLOYERS
      CONTRIBUTIONS
	
      53

	
      12.12
	
      DEFINITIONS
	
      56

	 	 	 
	 	
      ARTICLE
      XIII. TOP HEAVY PROVISIONS

       
	
      61

       

	
      13.1
	
      GENERAL
      RULE
	
      61

	
      13.2
	
      VESTING
      PROVISIONS
	
      61

	
      13.3
	
      MINIMUM
      BENEFIT PROVISIONS
	
      61

	
      13.4
	
      LIMITATION
      ON BENEFITS
	
      61

	
      13.5
	
      COORDINATION
      WITH OTHER PLANS
	
      62

	
      13.6
	
      TOP-HEAVY
      PLAN DEFINITION
	
      62

	
      13.7
	
      KEY
      EMPLOYEE
	
      63

	
      13.8
	
      NON-KEY
      EMPLOYEE
	
      64

	
      13.9
	
      COLLECTIVE
      BARGAINING RULES
	
      64

	
      13.10
	
      DISTRIBUTION
      OF KEY EMPLOYEES
	
      64

	
      13.11
	
      EGTRRA
      MODIFICATIONS TO ARTICLE 13
	
      65

	 	 	 
	 	
      ARTICLE
      XIV. VOTING OF STOCK

       
	
      67

       

	
      14.1
	
      VOTING
      OF STOCK
	
      67

	
      14.2
	
      TENDER
      OFFER RIGHTS WITH RESPECT TO STOCK
	
      67




 



	 	 	 
	 	
      ARTICLE
      XV. ADMINISTRATION

       
	
      69

       

	
      15.1
	
      PLAN
      ADMINISTRATOR
	
      69

	
      15.2
	
      POWERS
      AND DUTIES OF THE COMMITTEE
	
      69




 







iii










	
      15.3
	
      CLAIMS
      PROCEDURE
	
      70

	
      15.4
	
      CLAIMS
      REVIEW PROCEDURE
	
      70

	
      15.5
	
      PLAN
      EXPENSES
	
      71

	
      15.6
	
      ACTIONS
      VIA ELECTRONIC OR TELEPHONE MEDIA
	
      71

	
      15.7
	
      AAUTHORITY
      AND DUTIES
	
      71

	
      15.8
	
      OPERATION
      OF THE INVESTMENT COMMITTEE
	
      71

	
      15.9
	
      DISBURSEMENTS
      FROM TRUST FUND
	
      72

	 	 	 
	 	
      ARTICLE
      XVI. TRUSTEE
	
      74

	 	 	 
	 	
      ARTICLE
      XVII. FIDUCIARY LIABILITIES
	
      75

	 	 	 
	 	
      ARTICLE
      XVIII. AMENDMENT OR TERMINATION
	
      76

	 	 	 
	
      18.1
	
      GENERAL
      PROVISION
	
      76

	
      18.2
	
      SPECIAL
      PROVISION
	
      76

	 	 	 
	 	
      ARTICLE
      XIX. GENERAL PROVISIONS

       
	
      77

       

	
      19.1
	
      SOURCE
      DISTRIBUTIONS
	
      77

	
      19.2
	
      NON-ALIENATION
      OF BENEFITS
	
      77

	
      19.3
	
      MERGER
      OR CONSOLIDATION
	
      77

	
      19.4
	
      TRANSFER
      FROM AFFILIATE
	
      77

	
      19.5
	
      NO
      RIGHT TO EMPLOYMENT
	
      77

	
      19.6
	
      CONTROLLING
      LAW
	
      78

	
      19.7
	
      MILITARY
      SERVICE
	
      78

	 	 	 
	 	
      SIGNATURES

       
	
      79

       

	 	
      APPENDIX
      I

       
	
      80

       

	 	
      APPENDIX
      II

       
	
      87

       







	
      
	
      











iv



















SCANA
CORPORATION

STOCK
PURCHASE-SAVINGS PLAN 




(As
amended and restated from January 1, 1989,

to
and as of January 1, 2002)




ARTICLE
I. PURPOSE

 

SCANA
Corporation, as successor corporation to South Carolina Electric & Gas
Company, pursuant to a Plan of Exchange effective December 31, 1984, adopted the
South Carolina Electric & Gas Company Stock Purchase-Savings Plan for
Employees (effective July 1, 1964, as amended through September 1, 1984) on
behalf of itself and as agent for each subsidiary which elects to have its
employees participate in this Plan in order to provide an opportunity for
employees to become shareholders of SCANA Corporation and to encourage them to
save on a regular basis by setting aside part of their earnings. Such Plan was
further amended, effective December 31, 1984 and was amended and restated,
effective July 1, 1985, and subsequently amended effective June 10, 1986 and
July 1, 1986 with a restatement as of the latter date. The Plan was amended and
restated effective January 1, 1989, to comply with the Internal Revenue
Code of 1986 and Treasury Department Regulations with the effective dates of
certain subsequent provisions otherwise indicated. The Plan was amended on June
26, 1991 at Section 4.3 to increase from 5% to 9% the maximum allowable
unmatched Employee contributions, and at sections 8.3A and 8.9A to permit
withdrawals and distributions to be in cash, all such amendments effective as of
October 11, 1991. The Plan was amended on October 15, 1991 by adding “Date
of Distribution” as a defined term under Article II; Plan Sections 4.1, 4.1A,
4.2, 6.3, 8.1, 8.6, 8.7, 8.10, 9.1, 9.1A, 9.2, 15.2, 15.3, 15.4, 15.5, and
Articles I, V, XVI, and XVIII were also amended. The Plan was amended effective
March 7, 1992 regarding the admission of South Carolina Real Estate Development
Company, Inc. and MPX Systems, Inc. as participating Employers. The Plan was
amended on June 16, 1992 with respect to loans, minimum required distributions
after age 701⁄2, the withdrawal by Participants of Employer contributions, the
admission of SCANA Petroleum Resources, Inc. and SCANA Energy Marketing, Inc.
(formerly SCANA Hydrocarbons, Inc.) as participating Employers, and the Plan
restated. The Plan was amended effective January 1, 1995 regarding the admission
of ServiceCare, Inc. as a participating employer. 




The Plan
was amended and restated as of July 1, 1994 to incorporate various amendments,
including the amendments necessary to comply with the Unemployment Compensation
Amendments of 1993 (effective January 1, 1993), the merger of the SCANA
Corporation Employee Stock Ownership Plan with and into the Plan (effective
April 30, 1993), the creation of the Employee Plans Committee as the entity with
general Plan amendment authority (effective December 15, 1993), and various
other clarifying or compliance-related matters. 




The Plan
was amended effective December 1, 1995 to prohibit the borrowing of additional
amounts through Plan loan refinancings.
















1


















The Plan
was amended and restated generally as of January 1, 1997 with respect to
allowing for rollover contributions; to incorporate various amendments necessary
to comply with the Uniformed Services Employment and Reemployment Act of 1994
and the Small Business Job Protection Act of 1996 and related legislation,
regulations and other guidance; and to include certain other amendments related
to the Trustee’s responsibility.




The Plan
was amended and restated as of January 1, 1999 to permit Participants to invest
their contributions (pre-tax and after-tax) in a Money Market Fund and to
provide for related amendments.




The
rights of any Employee who terminated employment with an adopting Employer
before the effective date of each applicable amendment included in the restated
Plan will be governed by that provision as it was in effect on the Employee’s
termination date.




The Plan
was amended effective December 1, 1999 to add an employee stock ownership plan
feature. Thus, the Plan consists of two portions beginning December 1, 1999. The
first portion is a profit sharing plan intended to qualify under Code Sections
401(a), 401(k) and 401(m). The second portion (the assets of which are invested
in the Common Stock Fund) is both a stock bonus plan and an employee stock
ownership plan intended to qualify under Code Sections 401(a) and 4975(e)(7),
respectively, and as such is designed to invest primarily in qualifying employer
securities of SCANA Corporation.




Effective
January 1, 2000, SCANA Services Company was admitted as a participating
Employer. Effective March 1, 2000, Public Service Company of North Carolina,
Inc. was admitted as a participating Employer.




The Plan
was amended effective January 1, 2001, to permit participants to direct the
investment of all contributions other than Employer Contributions among the
Investment Funds offered under the Plan and to include certain other amendments
related to contribution and investment changes, withdrawals and
loans.




The Plan
was amended, effective January 1, 2002 (unless otherwise indicated), to
implement certain changes required or permitted by the Economic Growth and Tax
Relief Reconciliation Act of 2001.




The Plan
was amended, effective as of various dates as set forth in an EPC resolution
dated June 14, 2004, to make certain design changes and to modify the
responsibilities of the Plan Manager and the Investment Committee.










2












ARTICLE
I-A. MERGER

 

Merger
of Carolina Pipeline Company, Inc. Employee Stock Purchase Thrift Plan into the
SCANA Corporation Stock Purchase-Savings Plan. On April
22, 1982, Carolina Pipeline Company, Inc., was acquired by South Carolina
Electric & Gas Company. Effective April 22, 1982, contributions to the
Carolina Pipeline Company, Inc., Employee Stock Purchase Thrift Plan amended as
of April 22, 1979 (hereinafter referred to as the “CPC Plan”) were suspended and
Participants in the CPC Plan became eligible to participate in the South
Carolina Electric & Gas Company Stock Purchase-Savings Plan. As a result of
the above, former employees of Carolina Pipeline Company, Inc., were
Participants in the CPC Plan by virtue of Account balances in the CPC Plan Trust
and also Participants in this Plan by virtue of meeting the eligibility
requirements and making appropriate contributions to this Plan. Effective
June 10, 1986, the CPC Plan was merged into this Plan. All Participants
with Account balances in the CPC Plan Trust Fund on June 9, 1986, had such
Account balances transferred to this Plan on June 10, 1986, and will be eligible
to receive benefits as set forth in the provisions of this Plan, as amended by
the applicable provisions of Appendix I.




Merger
of SCANA Corporation Employee Stock Ownership Plan into the SCANA Corporation
Stock Purchase-Savings Plan.
Effective April 30, 1993, the SCANA Corporation Employee Stock Ownership Plan
was merged with and into the SCANA Corporation Stock Purchase-Savings Plan. As a
result of this merger, all Account balances held under the ESOP were transferred
to this Plan and became eligible to receive benefits as set forth in the
provisions of this Plan, as amended by the applicable provisions of Appendix
I.




Merger
of Public Service Company of North Carolina, Incorporated and Subsidiaries
Special Savings and Retirement Plan and Trust into the SCANA Corporation Stock
Purchase-Savings Plan.
Effective September 1, 2000, the Public Service Company of North Carolina,
Incorporated and Subsidiaries Special Savings and Retirement Plan and Trust (the
“PSNC Plan”) was merged with and into the SCANA Corporation Stock
Purchase-Savings Plan. As a result of this merger, all Account balances held
under the PSNC Plan were transferred to this Plan and became eligible to receive
benefits as set forth in the provisions of this Plan, as amended by the
applicable provisions of Appendix I. This Plan, as set forth herein, hereby
amends the PSNC Plan to comply with the requirements of the Uruguay
Round Agreements Act (“GATT”), the Uniformed Services Employment and
Reemployment Rights Act of 1994 (“USERRA”), the Taxpayers Relief Act of 1997
(“TRA ‘97”), the Internal Revenue Service Restructuring Act of 1998 and the
Community Renewal Tax Relief Act of 2000 (“CRA”).










3












ARTICLE
II. DEFINITIONS

 

For the
purpose of this Plan the following terms shall have the meanings as set forth
below unless the context requires otherwise:




2.01 Additional Contributions: Eligible
Earnings which a Participant elects to contribute to the Plan in accordance with
Section 4.3. 




2.02 Adjustment
Factor: The cost
of living adjustment factor prescribed by the Secretary of the Treasury under
Section 415(d) of the Code for years beginning after December 31, 1987, as
applied to such items and in such manner as the Secretary shall
provide.



2.03 Affiliate: All
corporations, trades or businesses which are (a) a member, with the Company, of
a controlled group of organizations within the meaning of Code Section 1563(a)
determined without regard to Code Sections 1563(a)(4) and (e)(3)(C); (b) a
member with the Company of a group of trades or businesses (whether or not
incorporated) under common control, as determined by the Secretary of the
Treasury in regulations adopted under Code Section 414(c); (c) any organization
(whether or not incorporated) which is a member with the Company of an
affiliated service group as defined in Code Section 414(m); and (d) any other
entity to the extent required to be aggregated with the Company under final
regulations issued pursuant to Code Section 414(o).




2.04 Beneficiary: The
surviving Spouse of the Participant, unless such surviving Spouse has previously
consented to the designation of another person, estate, trust, or organization
as Beneficiary in a writing acknowledging the effect of such designation, which
writing is witnessed by a notary public. The Beneficiary of an unmarried
Participant or of a married Participant with consenting Spouse shall mean any
person(s) who, or estate, trust, or organization which becomes entitled to
receive benefits upon the death of a Participant. A Participant shall file with
the Plan Manager a designation of Beneficiary. Such a designation may be changed
or revoked by a notice filed with the Plan Manager; however, such a change must
be properly consented to by the Participant’s Spouse, if the Spouse is not named
as Beneficiary. In the case of a Participant with no Spouse, any designation of
a non-Spouse Beneficiary shall automatically be revoked upon the marriage or
remarriage of the Participant. Any individual who is designated as an alternate
payee in a qualified domestic relations order (as defined in Section 414(p) of
the Code) relating to a Participant’s benefits under this Plan shall be treated
as a Beneficiary hereunder, to the extent provided by such order.




2.05 Break
in Service: For
periods of service occurring before July 1, 1989 (the date as of which all
Employer Contributions became fully vested pursuant to Article X):





	 	
      (a)
	
      A
      “Break in Service” means a 12-consecutive month period (Computation
      Period) during which an Employee does not have more than 500 hours of
      Service with the Employer.













4















	 	
      (b)
	
      An
      “Hour of Service” means each hour for which an Employee is directly or
      indirectly paid, or entitled to payment, by the Employer. Hours in which
      duties are performed shall be credited to the Computation Period in which
      the duties are performed. Hours in which no duties are performed but for
      which payment is made for reasons such as vacations, holidays, illness,
      incapacity (including disability), layoff, jury duty, military duty, or
      leave of absence and hours for which back pay is awarded or agreed to
      shall be credited to the Computation Period to which the payment pertains.
      No duplicate credit shall be given on account of an award or agreement for
      back pay.





	
      
	
      
	
       





	 	
      (c)
	
      A
      “Year of Service” is a Computation Period during which the
      Employee completes at least 1,000 Hours of
Service.








	 	
      (d)
	
      “Computation
      Period” is the 12-consecutive month period beginning with the day the
      Employee first performs an Hour of Service for the Employer and each
      anniversary thereof.








	 	
      (e)
	
      “Break
      in Service” shall have the following
consequences:








	 	 	
      (1)
	
      Employee
      with Vested Benefit: The pre-break and post-break Years of Service of an
      Employee who had satisfied the requirements of Article X for a vested
      benefit before commencement of a Break in Service shall be added together
      for the purpose of determining his or her rights and
    benefits.








	 	 	
      (2)
	
      Employee
      with no Vested Benefit: The pre-break Years of Service of an Employee who
      had not earned a vested benefit before commencement of a Break in Service
      shall be lost unless (1) the Employee acquires at least 1,000 Hours of
      Service in a 12-consecutive month period (Computation Period) which
      follows the Break in Service and (2) the number of consecutive one-year
      Breaks in Service is less than the number of earlier Years of Service or
      five, whichever is greater. 




 



	 	 	
      (3)
	
      Solely
      for purposes of determining whether a Break in Service has occurred, an
      individual who is absent from work for maternity or paternity reasons
      shall receive credit for the Hours of Service which would otherwise have
      been credited to such individual but for such absence, or in any case in
      which such hours cannot be determined, eight hours of service per day of
      such absence. For purposes of this paragraph, an absence from work for
      maternity or paternity reasons means an absence (1) by reason of the
      pregnancy of the individual, (2) by reason of a birth of a child of the
      individual, (3) by reason of the placement of a child with the individual
      in connection with the adoption of such child by such individual, or (4)
      for purposes of caring for such child for a period beginning immediately
      following such birth or placement. The Hours of Service credited under
      this paragraph shall be credited (1) in the Computation Period in which
      the absence begins if the crediting is necessary to prevent a Break in
      Service in that period, or (2) in all other cases, in the following
      Computation Period. 






 











5















      
2.06 Code: The
Internal Revenue Code of 1986, as amended from time to time.




2.07 Committee: The
SCANA Corporation Stock Purchase-Savings Plan Committee appointed by the Chief
Executive Officer of the Company is the administrator of the Plan. The members
of the Committee shall serve at the pleasure of the Chief Executive
Officer.




2.08 Common
Stock: The
common stock of SCANA Corporation, also referred to as “shares” or “stock”
allocated or to be allocated to Participants’ Accounts.




2.09 Common
Stock Fund: An
Investment Fund under
which the Trustee holds all of the assets in the employee stock ownership
portion of the Plan, including any shares of Common Stock and any cash dividends
declared on Common Stock. From time to time, the Common Stock Fund may be
referred to as the “ESOP Fund.”




2.10 Company: The term
“Company” shall mean SCANA Corporation.




2.11 Date
of Distribution: The date
on which the Plan Manager processes the distribution from the Participant’s
Account, with shares valued for purposes of such Date of Distribution at the
Valuation Price.




2.12 Deferrals:
Contributions made to the Plan during the Plan Year by the Employer, at the
election of the Participant, in lieu of cash compensation and shall include
contributions made pursuant to a salary reduction agreement on a pre-tax
basis.




2.13 Disability: A
disability of the Participant that causes the Participant to be incapable of
performing his customary duties and entitles the Participant to benefits under
the SCANA Long Term Disability Plan.




2.14 Eligible
Earnings:
Effective for periods prior to January 1, 2000 (and for periods prior to January
1, 2001 for Eligible Employees whose employment is covered by the collective
bargaining agreement with the International Brotherhood of Electrical Workers
(“IBEW Employees”), the term “Eligible Earnings” shall mean an Eligible
Employee’s regular annual base wages or salary plus amounts deferred under
Sections 4.1 and 4.3 of the Plan and pre-tax amounts deferred under Code Section
401(k) under any other plan of the Employer and amounts contributed by the
Eligible Employee on a pre-tax basis under a cafeteria plan maintained by the
Employer under Code Section 125 and amounts received as a qualified
transportation fringe under Code Section 132(f). The term “Eligible Earnings”
shall not include commissions, drawing accounts, bonuses, overtime, or any other
special payments, fees and allowances.




Effective
for Eligible Employees other than IBEW Employees, for periods on or after
January 1, 2000 but before July 1, 2000, the term “Eligible Earnings” shall mean
an Eligible Employee’s regular annual base wages or salary, plus overtime,
commissions and bonuses (other than bonuses paid to officers and key employees
under the Long Term Incentive Plan). Eligible Earnings also includes amounts
deferred under Sections 4.1 and 4.3 of the Plan and pre-tax amounts deferred
under Code Section 401(k) under any other plan of the Employer and amounts
contributed by the Eligible Employee on a pre-tax basis under a cafeteria plan
maintained by the Employer under Code Section 125 and amounts received as a
qualified transportation fringe under Code Section 132(f).




Effective
for Eligible Employees other than IBEW Employees for periods on or after July 1,
2000, and for IBEW Employees for periods on or after January 1, 2001, the term
“Eligible Earnings” shall mean an Eligible Employee’s annual base salary or
regular wages, plus overtime, commissions, bonuses, shift differential, license
pay and other incentive pay (except for long-term incentive pay) plus amounts
deferred under Sections 4.1 and 4.3 of the Plan and pre-tax amounts deferred
under Code Section 401(k) under any other plan of the Employer and amounts
contributed by the Eligible Employee on a pre-tax basis under a cafeteria plan
maintained by the Employer under Code Section 125 and amounts received as a
qualified transportation fringe under Code Section 132(f). The term “Eligible
Earnings” shall not include payment for unused flex credits, payments in lieu of
overtime meals, posthumous pay, relocation payments, per diem payments, car
allowances, severance payments and any non-cash compensation (including, but not
limited to, imputed income). 




For Plan
Years beginning after December 31, 1988, Eligible Earnings in excess of $200,000
shall be disregarded. For Plan Years beginning after December 31, 1993, Eligible
Earnings in excess of $150,000 shall be disregarded. For Plan Years beginning
after December 31, 2001, Eligible Earnings in excess of $200,000 shall be
disregarded. Such dollar limitations on Eligible Earnings shall be adjusted at
the same time and in such manner as permitted under Code Section 401(a)(17) and
the regulations and other guidance issued thereunder. 










6












2.15 Eligible Employee: An
Employee who has attained age 18 and who receives Eligible Earnings from an
Employer or would be receiving Eligible Earnings except for a leave of absence
authorized by the Employer under the Employer’s established personnel practices;
provided, however, that any Employee otherwise eligible to become an Eligible
Employee may voluntarily waive participation in the Plan. Notwithstanding the
foregoing, the term Eligible Employee shall not include:





	 	
      (a)
	
      a
      leased employee as defined in Section 414(n) of the
  Code;





	
      
	
      
	
      





	 	
      (b)
	
      employees
      who do not receive payment for services directly from the Company’s
      payroll; employees of employment agencies which are not Affiliates; and
      persons whose services are rendered pursuant to written arrangements which
      expressly recite that the service provider is not eligible for
      participation in the Plan.







2.16 Employee: A common
law employee of the Company or any Affiliate, including employees covered by a
collective bargaining agreement and a leased employee, as defined in Section
414(n) of the Code; provided, however, that the term “Employee” shall not
include any leased employee (as defined in Section 414(n) of the Code) covered
by a plan described in Section 414(n)(5) of the Code unless all leased employees
constitute more than 20 percent of the total workforce of the Company and its
Affiliates.




2.17 Employee
Plans Committee: The
Employee Plans Committee as appointed by the Chief Executive Officer of the
Company in consultation with the Chairman of the Management Development and
Corporate Performance Committee of the Company’s Board of
Directors.




2.18 Employer: The term
“Employer” shall mean SCANA Corporation, South Carolina Electric & Gas
Company, and South Carolina Pipeline Corporation. The term “Employer” shall also
mean any other Affiliate, the Board of Directors of which shall elect to have
its Employees participate in this Plan, and as to which such election is also
approved by the Board of Directors of SCANA Corporation; in this regard:






	 	
      (a)
	
      effective
      as to Eligible Earnings earned on and after March 7, 1992, South Carolina
      Real Estate Development Company, Inc. (SCANA Development Corporation
      following a name change authorized by the Board on August 25, 1993 and
      filed with the Secretary of State on August 26, 1993) and SCANA
      Communications, Inc. (formerly MPX Systems, Inc.) are participating
      Employers in the Plan for purposes of the participation of their
      Employees;





	
      
	
      
	
      





	 	
      (b)
	
      effective
      as to Eligible Earnings earned on and after July 16, 1992, SCANA Petroleum
      Resources, Inc. and SCANA Energy Marketing, Inc. (formerly SCANA
      Hydrocarbons, Inc.) are participating Employers in the Plan for purposes
      of the participation of their Employees;


















7
















	 	
      (c)
	
      effective
      as to Eligible Earnings earned on and after January 1, 1995, ServiceCare,
      Inc. is a participating Employer in the Plan for purposes of the
      participation of its Employees;





	
      
	
      
	
      





	 	
      (d)
	
      effective
      as to Eligible Earnings earned on and after January 1, 2000, SCANA
      Services Company is a participating Employer in the Plan for purposes of
      the participation of its Eligible
Employees;





	
      
	
      
	
      





	 	
      (e)
	
      effective
      as to Eligible Earnings earned on and after March 1, 2000, Public Service
      Company of North Carolina, Inc. is a participating Employer in the Plan
      for purposes of the participation of its Eligible
    Employees.







2.19 Employer
Contribution: A
contribution made by an Employer pursuant to Article V.




2.20 Highly
Compensated Employee: “Highly
Compensated Employees” include those Employees who meet the definition of
“Highly Compensated Employee” as determined under Section 414(q) of the Code and
the regulations issued thereunder, as set forth herein. Effective January 1,
1997, the term “Highly Compensated Employee” includes “Highly Compensated Active
Employees” and “Highly Compensated Former Employees” and shall be determined as
follows:





	 	
      (a)
	
      A
      “Highly Compensated Active Employee” means an Employee of the Company or
      an Affiliate who during the current Plan Year performs services for the
      Company or an Affiliate and:




 


	 	 	
      (1)
	
      received
      Compensation for the preceding Plan Year in excess of $80,000 (adjusted at
      the same time and in the same manner as under Section 415(d) of the Code),
      or





	
      
	
      
	
      
	
      
	
      





	 	 	
      (2)
	
      the
      Employee was at any time during the current Plan Year or the preceding
      Plan Year a five percent (5%) owner of the Employer as defined in Section
      416(i)(1) of the Code.





	
      
	
      
	
      
	
      
	
      





	 	
      (b)
	
      For
      purposes of determining Highly Compensated Employees, “Compensation” for a
      Plan Year shall be determined in the same manner as “Compensation” in
      Section 12.4 of the Plan, increased for Plan Years beginning before
      January 1, 1998, by Deferrals under this Plan and any pre-tax elective
      contributions under a cafeteria plan (as defined in Section 125 of the
      Code) maintained by the Company or similar contributions under a plan
      maintained by an Affiliate. (For Plan Years beginning on and after January
      1, 1998, the foregoing amounts are included pursuant to Section 12.4 of
      the Plan.)


















8
















	 	
      (c)
	
      Notwithstanding
      the foregoing, the determination of Highly Compensated Employees may be
      made under the “top-paid group” election under the regulations or any
      other guidance issued pursuant to Code Section
414(q).







2.21 Inactive
Participant: Any
Eligible Employee or former Eligible Employee who is not an active Participant
in the Plan and who has amounts credited to his Account under the
Plan.




2.22 Investment
Committee: The
Investment Committee is the fiduciary for all financial responsibilities of the
Plan. The Investment Committee consists of the Chief Financial Officer and such
other persons designated by the Chief Executive Officer.




2.23 Investment
Fund: A fund
established in the Trust for investment of contributions made to a Participant’s
Accounts.




2.24 Money
Market Fund: An
Investment Fund which is invested in short term money market instruments,
including, but not by way of limitation, short term securities of the United
States or any agency or instrumentality thereof or in one or more investment
companies commonly known as “money market” mutual funds.




2.25 Participant: An
Eligible Employee who is an active Participant in the Plan and who has amounts
credited to his Account under the Plan. 




2.26 Plan: The
SCANA Corporation Stock Purchase-Savings Plan, the Plan set forth herein, as
amended from time to time.




2.27 Plan
Administrator: The
SCANA Corporation Stock Purchase-Savings Plan Committee
(“Committee”).




2.28 Plan Manager: The
person appointed by the Committee to have primary responsibility for management
of the regular operations of the Plan. The Plan Manager shall report to the
Committee. The Plan Manager may delegate its responsibilities to any individual
or entity and references in the Plan to the Plan Manager shall be deemed to
refer to the Plan Manager’s delegate, if any.




2.29 Plan Year:
Effective January 1, 1989, the term “Plan Year” shall mean the twelve (12)
month period commencing January 1st and ending on the last day of December
next following. For purposes of this Plan, the plan year shall also constitute
the “Limitation Year” for purposes of Section 415 of the Code.




2.30 Regular Contributions: Eligible
Earnings which a Participant elects to contribute to the Plan on an after-tax
basis in accordance with Section 4.2.










9















2.31 Spouse: That
person who is legally married to the Employee according to the law of the
Employee’s residence.




2.32 Termination of Employment: The
ending of the employment relationship between the Employer and an Employee for a
cause other than death. A leave of absence authorized by the Employer under the
Employer’s established and nondiscriminatory personnel practices is not a
termination of employment. Notwithstanding the above, a transfer by a
Participant from the Employer to an Affiliate which has not adopted this Plan
shall not be deemed to be a Termination of Employment.




2.33 Trust
(or Trust Fund): The fund
or funds maintained under the trust agreement with the Trustee to receive and
invest the amounts contributed on behalf of Participants, and from which
distributions will be made.




2.34 Trustee: The
individual(s) or corporation(s) appointed by the Investment Committee, pursuant
to a trust agreement, to hold and manage the Trust Fund.




2.35 Valuation
Date: Any day
on which the New York Stock Exchange or any successor to its business is open
for trading or any other date designated from time to time by the Plan Manager
for determining the value of a Participant’s Account for all purposes under the
Plan, including the determination of amounts available for loans, withdrawals,
and distributions.




2.36 Valuation
Price: The fair
market value for Common Stock as of any date, as determined by the Investment
Committee, or its delegate.










10












ARTICLE
III. ELECTION OF PARTICIPATION

 

3.1 Election
to Participate: An
Eligible Employee may elect to participate in the Plan by giving notice to the
Plan Manager on or before the day on which such Eligible Employee’s
participation is to commence. Such Eligible Employee’s participation will
commence as of the first day of the pay period which begins following the date
the Employer receives the notice. 




3.2 Election
Authorization: The
notice of election to participate under Section 3.1 shall authorize (a) an
Eligible Earnings deferral election as permitted under Section 4.1 and/or (b) a
payroll deduction election as permitted under Section 4.2. Such notice may also
authorize additional contributions under the provisions of Section 4.3, an
Investment Fund designation pursuant to Section 6.2, and a
dividend retention election pursuant to Section 6.7.










11












ARTICLE
IV. EMPLOYEE DEFERRALS AND CONTRIBUTIONS

 

4.1 Deferrals: Subject
to the applicable limitations of Article XII, a Participant may elect to defer
receipt on a pre-tax basis of 1, 2, 3, 4, 5 or 6 percent of Eligible Earnings
under the Plan, such amount to be contributed to his Account under the Plan. The
total of the amount elected under this Section 4.1 and Section 4.2 shall not
exceed 6 percent of the Participant’s Eligible Earnings.




4.2 Regular
Contributions: Subject
to the applicable limitations of Article XII, instead of electing to defer
receipt of a portion of his Eligible Earnings under Section 4.1, a
Participant may elect to contribute to the Plan, by means of payroll deductions
on an after-tax basis, 1, 2, 3, 4, 5 or 6 percent of Eligible Earnings, such
amount to be contributed to his Account under the Plan. The total of the amount
elected under this Section 4.2 and Section 4.1 shall not exceed 6 percent of the
Participant’s Eligible Earnings.




4.3 Additional
Contributions: 





	 	
      (a)
	
      Subject
      to the applicable limitations of Article XII, if a Participant has elected
      to defer receipt of a portion of his Eligible Earnings under Section 4.1
      or has elected to make Regular Contributions under Section 4.2, he may
      authorize Additional Contributions of whole percentages from 1 percent to
      9 percent of Eligible Earnings, which Additional Contributions may be made
      all or a portion in the form of Deferrals on a pre-tax basis under Section
      4.1 or Regular Contributions on an after-tax basis under Section 4.2. Such
      Additional Contributions shall not be considered in determining the amount
      of Employer Contributions. Notwithstanding the foregoing, and subject to
      the applicable limitations of Article XII, the maximum amount that may be
      deferred or contributed under Sections 4.1, 4.2, and this 4.3 by a Highly
      Compensated Employee shall be such percent of Eligible Earnings
      established by the Plan Manager and communicated in writing to Highly
      Compensated Employees, which communication will constitute a Plan
      amendment.

       







	 	
      (b)
	
      Effective
      January 1, 2004, all Participants who are eligible to make Deferrals under
      this Plan and who have attained age 50 before the close of the calendar
      year shall be eligible to make catch-up contributions in accordance with,
      and subject to the limitations of, Section 414(v) of the Code. Such
      catch-up contributions shall not be taken into account for purposes of the
      Plan implementing the required limitations of Sections 402(g) and 415 of
      the Code. The Plan shall not be treated as failing to satisfy the
      provisions of the Plan implementing the requirements of Section 401(k)(3),
      401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable,
      by reason of the making of such catch-up contributions. Catch-up
      contributions under this Plan are subject to the following
      provisions:
















12
















	 	 	
      (1)
	
      In
      the time and manner prescribed by the Plan Manager, Participants who would
      otherwise become eligible to make catch-up contributions may elect to make
      catch-up contributions for the upcoming Plan Year in any amount up to the
      limit prescribed by Code Section 414(v) for that year. If a catch-up
      eligible Participant first becomes eligible to participate in the Plan
      during a Plan Year, the Participant may elect to make catch-up
      contributions for the remainder of the Plan Year at such time and in such
      manner prescribed by the Plan Manager.

       







	 	 	
      (2)
	
      Upon
      a Participant’s election to make catch-up contributions, the applicable
      catch-up contribution limit for the Plan Year shall be applied to each
      payroll period for the Participant on a pro-rata basis.





 


	 	 	
      (3)
	
      Catch-up
      eligible Participants will be permitted to change their catch-up
      contribution elections at any time during a Plan Year on a prospective
      basis, with the remaining catch-up contribution limit available to the
      Participant for the Plan Year adjusted accordingly on a pro-rata basis for
      the remaining payroll periods in the Plan
Year.




 


	 	 	
      (4)
	
      Participants
      will not be permitted to make catch-up contributions during periods of
      hardship withdrawal suspension, as described in Section
      8.1(f)(7).




 


	 	 	
      (5)
	
      As
      of the end of each Plan Year, amounts deferred as catch-up contributions
      may be recharacterized as non-catch-up elective deferrals under the Plan
      in accordance with Section 414(v) of the Code and the regulations
      thereunder. Deferrals made under this Section 4.3(b) will remain
      characterized as catch-up contributions only if and to the extent such
      Deferrals would otherwise exceed one or more of the following limits
      determined on an annual basis: (i) the deferral limits set by an
      applicable statutory limit, such as Code Sections 402(g) and 415, (ii) the
      otherwise applicable pre-tax Deferral contribution limits under the Plan
      (as of January 1, 2003 fifteen percent of Eligible Earnings in the case of
      non-Highly Compensated Employees and seven percent of Eligible Earnings in
      the case of Highly Compensated Employees), or (iii) the limitations
      required by Section 12.10 of the Plan (and Code Section
      401(k)(3)).




 


	 	 	
      (6)
	
      Employer
      Contributions shall not be made with respect to amounts deferred as
      catch-up contributions under this Section 4.3(b) regardless of whether
      such amounts are later recharacterized as Deferrals under Section
      4.1.















13
















	 	 	
      (7)
	
      The
      Plan Manager shall establish such rules as are necessary to coordinate the
      catch-up contribution limit under this Plan with all similar plans
      maintained by any Affiliate, in a manner consistent with Code Section
      414(v) and the regulations and other guidance issued
      thereunder.







4.4 Timing
of Contributions: All
Deferrals, Regular Contributions, and Additional Contributions shall be
contributed to the Trust by the Employer as soon as practical after amounts are
subject to payroll deduction, but in all events all such Deferrals and
Contributions shall be contributed to the Trust by the Employer in accordance
with the requirements set forth in regulations and other guidance issued by the
Department of Labor.




4.5 Changes
in Contributions:
Effective January 1, 1989, a Participant may change his contribution
election under Sections 4.1, 4.2, and 4.3 as of the first day of the Plan Year
which begins following the date the Plan Administrator receives a notice of
change. Notice of any such change shall be given on a form to be provided by the
Employer, signed by the Participant, and delivered to the Employer at least
thirty (30) days before the first Plan Year affected by the change. Effective
October 1, 2000, a Participant may change his contribution election under
Sections 4.1, 4.2, and 4.3 at any time by applying to make such change in the
manner prescribed by the Plan Administrator (including telephonic or electronic
application). Any such change shall become effective as soon as practicable
following the date the Participant applies to make such change, provided that
the effective date shall be the first day of a payroll period. 




4.6 Suspension of Contributions: A
Participant may suspend Deferrals, Regular Contributions or Additional
Contributions by giving notice on a form provided by the Employer at least ten
days before the start of the first payroll period affected by the suspension. On
any pay day on which a deduction would normally be made from a Participant’s
Eligible Earnings, the deduction will be automatically suspended without
notice if his net Eligible Earnings due on such pay day is insufficient to
permit the deduction to be made in full. 




A
Participant whose Deferrals, Regular Contributions or Additional Contributions
have been suspended may resume contributions by executing a new authorization
with his Employer. The authorization shall be effective as soon as it is
administratively feasible.




4.7 Rounding
of Amounts: Amounts
of payroll deductions may be rounded or determined on a bracket basis in a
manner determined by the Plan Manager for the purpose of facilitating
administration of the Plan.










14















4.8 Rollover
Contributions:





	 	
      (a)
	
      An
      Employee, without regard to whether the Employee is an Eligible Employee
      or whether the Employee has elected to participate in the Plan, may, with
      the approval of the Plan Manager, make a Rollover Contribution. Such
      Employee’s Rollover Contribution shall be paid to the Trustee as soon as
      practicable and shall be credited to his Account, in accordance with his
      designation (including Investment Fund designation), as of the date the
      Rollover Contribution is made. The Plan Manager is authorized to establish
      procedures to determine whether and the extent to which a Rollover
      Contribution may be made to the Plan.





	
      
	
      
	
      





	 	
      (b)
	
      The
      term “Rollover Contribution” means any distribution as provided in Code
      Section 402(c)(4), or any other provision of the Code which may permit
      rollovers to the Plan from time to time, from an eligible retirement plan
      as that term is defined in Code Section 402(c)(8).






	
      
	
      
	
       





	 	
      (c)
	
      Once
      accepted by the Trust, an amount rolled over pursuant to this Section 4.8
      shall be credited to the Employee’s “Rollover Contribution Account” under
      his Accounts, and thereafter, such Rollover Contributions shall be
      administered and invested in accordance with Article VI and subject to the
      distribution provisions set forth in Articles VIII. The limitations of
      Article XII shall not apply to Rollover Contributions. All Rollover
      Contributions shall be made in cash and shall be fully vested. No Employer
      Contributions shall be made with respect to Rollover
      Contributions.







 










15












ARTICLE
V. EMPLOYER CONTRIBUTIONS

 

5.1 Employer
Contributions: Subject
to the applicable limitations of Article XII, each Employer shall contribute,
out of current or accumulated earnings as determined under generally accepted
accounting principles and practices or from other sources of funds without
regard to current or accumulated profits, on behalf of each of the Participants
in its employ an amount equal to one hundred percent of all Deferrals and
Regular Contributions under the provisions of Sections 4.1 and 4.2, to the
extent such contributions, when combined, do not exceed six percent (6%) of
Eligible Earnings. Employer Contributions will be made as soon as practicable
after the end of each month. No Employer Contributions will be made with respect
to Additional Contributions pursuant to Section 4.3 or Rollover Contributions
pursuant to Section 4.8.




5.2 Corrective
Contributions/Reallocations: If, with
respect to a Plan Year, an administrative error results in a Participant’s
Accounts not being properly credited with the amounts of Deferrals, Regular
Contributions, Additional Contributions, Rollover Contributions, or Employer
Contributions, or earnings on any such amounts, corrective Employer
contributions or account reallocations may be made in accordance with this
Section. Solely for the purpose of placing any affected Participant’s Account in
the position that it would have been in if no error had been made, the Company
may make additional contributions to such Participant’s Accounts, or the Plan
Manager may reallocate existing Contributions among the Accounts of
affected Participants. 










16












ARTICLE
VI. PLAN INVESTMENTS

 

6.1 Investment
Funds: In the
sole discretion of the Plan Administrator, one or more funds (to be designated
as “Investment Funds”) shall be established in the Trust subject to the terms of
Appendix II.




6.2 Employee
Deferrals, Regular Contributions, Additional Contributions, and Rollover
Contributions: Effective
November 1, 1988 and for periods prior to January 1, 1999, all Deferrals,
Regular Contributions, Additional Contributions, and Rollover Contributions made
during any Plan Year shall be invested entirely in Common Stock. Effective
January 1, 1999, each Participant, as part of his election to make Deferrals,
Regular Contributions, Additional Contributions, and Rollover Contributions,
shall designate the Investment Fund in which such contributions, if any, shall
be invested. Effective January 1, 1999 and for periods prior to October 1, 2000,
the designation shall indicate that such contributions shall be invested either
100% in the Common Stock Fund or 100% in the Money Market Fund. Effective
October 1, 2000, the designation shall indicate, in whole percentage increments,
the Investment Funds that such contributions, if any, shall be invested. If a
Participant fails to designate the investment of such contributions, he shall be
deemed to have elected to have such contributions invested in the IRT Stable
Value Fund.




6.3 Change
in Investment Designation of Future Employee Deferrals, Regular Contributions,
Additional Contributions, and Rollover Contributions: A
Participant may change the Investment Fund into which any future Employee
Deferrals, Regular Contributions, Additional Contributions, and Rollover
Contributions are invested, by notifying the Trustee at any time and in the
manner prescribed by the Plan Manager (including, if such procedures are
authorized, telephonic or electronic notice). Effective for periods prior to
October 1, 2000, any change in the designated Investment Fund shall be such that
all such future contributions shall be invested either 100% in the Common Stock
Fund or 100% in the Money Market Fund. Effective October 1, 2000, any change in
the designation shall indicate, in whole percentage increments, the Investment
Funds that all such future contributions, if any, shall be invested. Any such
change in the designation of Investment Funds shall be effective as soon as
practicable after such notice is received by the Trustee.




6.4 Transfers
of Existing Employee Deferrals, Regular Contributions, Additional Contributions,
Employer Contributions and Rollover Contributions Among Investment
Funds: A
Participant may change the Investment Fund in which the existing balances of his
Employee Deferrals, Regular Contributions, Additional Contributions, Employer
Contributions (effective as of January 1, 2004), and Rollover Contributions are
invested by notifying the Trustee at any time in the manner prescribed by the
Plan Manager (including, if such procedures are authorized, telephonic or
electronic notice). The Participant may transfer all or part of his existing
balances in such percentages or dollar amounts as permitted by the Plan Manager
and as applied to all similarly situated Participants. Any such transfer of
amounts from one Investment Fund to another Investment  Fund shall be
effective as soon as practicable after the Participant notifies the
Trustee.










17












 

6.5 Employer
Contributions: Employer
Contributions under Article V shall be invested solely in the Common Stock Fund.
Effective as of January 1, 2004, a Participant shall be permitted to transfer
the existing balance of his Employer Contributions from the Common Stock Fund to
another Investment Fund, in accordance with Section 6.4.




6.6 Investments
in Common Stock Fund: 





	 	
      (a)
	
      All
      Deferrals, Regular Contributions, Additional Contributions, and Rollover
      Contributions which are to be invested in the Common Stock Fund and
      Employer Contributions shall be transferred to the Trustee for investment
      in the Common Stock Fund. The Trustee shall invest such Deferrals, Regular
      Contributions, Additional Contributions, Rollover Contributions, and
      Employer Contributions in Company Stock as directed by the Plan Manager as
      a named fiduciary of the Plan.





	
      
	
      
	
      





	 	
      (b)
	
      All
      amounts which are to be invested in the Common Stock Fund shall be pooled
      and so invested each month and shall be proportionately allocated to the
      Account of each Participant on whose behalf such purchase is
      made.





	
      
	
      
	
      





	 	
      (c)
	
      When
      the Plan Manager shall direct the Trustee to purchase shares of Common
      Stock, the Trustee shall purchase shares of Common Stock (as directed by
      the Plan Manager) in the open market or in privately negotiated
      transactions, or alternatively from SCANA Corporation holdings of
      authorized but unissued stock or of treasury stock (provided that SCANA
      Corporation agrees to sell such stock to the
Trustee).





	
      
	
      
	
      





	 	
      (d)
	
      Common
      Stock purchased by the Trustee shall be carried in the Participant’s
      Accounts at the cost thereof to the Trustee, after deducting taxes and
      brokerage commissions, if any. 





	
      
	
      
	
       





	 	
      (e)
	
      Effective
      August 3, 1992, the Trustee shall, if necessary (and unless directed
      otherwise by the Plan Manager), directly or via an agent, sell Participant
      shares in the open market on the NYSE in accordance with Article IX of the
      Plan to provide funds to borrowing Participants as loan
      disbursements.






 

        6.7 Dividends
on Common Stock: The
following provisions shall apply with respect to any cash dividends on shares of
Common Stock held in the ESOP portion of the Plan (the Common Stock Fund) that
are declared and paid on or after December 1, 1999:










18
















	 	
      (a)
	
      Unless
      an Eligible Participant (as defined in subsection (b) below) makes a
      dividend retention election pursuant to subsection (b), all cash dividends
      paid on the
      shares of Common Stock held in a Participant’s or Inactive Participant’s
      Accounts shall be distributed directly to such individual as soon as
      administratively practicable following the date the dividends are paid to
      the Plan, but in no event later than 90 days after the end of the Plan
      Year in which the dividends are paid to the Plan.

       







	 	
      (b)
	
      Notwithstanding
      the provisions of subsection (a), each Participant and each Inactive
      Participant who is performing services for an Affiliate (each such
      Participant and Inactive Participant shall be referred to herein as an
      “Eligible Participant”) shall be entitled to make a dividend retention
      election under which any cash dividends paid on the shares of Common Stock
      held in the Eligible Participant’s Accounts shall be retained for
      investment in Common Stock. Each such Eligible Participant’s dividend
      retention election shall be made in the manner prescribed by the Plan
      Manager, including in the case of an Eligible Participant who is an active
      Participant, as part of his election to make Deferrals, Regular
      Contributions, Additional Contributions and Rollover Contributions
      pursuant to Section 3.2. An Eligible Participant’s dividend retention
      election shall remain in effect until changed by the Eligible Participant.
      An Eligible Participant may change his dividend retention election in the
      time and manner prescribed by the Plan Manager. A Participant may change
      his election by applying to make such change in the time and manner
      prescribed by the Plan Manager (including through telephonic or electronic
      application).





	
      
	
      
	
       





	 	
      (c)
	
      In
      addition to the election described in (b) above, effective January 1, 2002
      and as soon as administratively practicable thereafter, each Eligible
      Participant (as defined in (b) above) shall be entitled to make an
      additional dividend retention election under which the Eligible
      Participant may elect to have any cash dividends previously paid to the
      Plan during calendar year 2001 and retained for investment in Common Stock
      either distributed to such Eligible Participant no later than March 31,
      2002, or retained for investment in Common
Stock.







6.8 Uninvested
Cash: Subject
to the payment of cash dividends under Section 6.7 above, any uninvested cash in
the Account of a Participant or inactive Participant at the end of a Plan Year
may be carried over to the next Plan Year, and then invested in accordance with
the investment designation otherwise applicable under this Article
VI.










19















6.9 Diversification
of Amounts in the Common Stock Fund:





	 	
      (a)
	
      Notwithstanding
      any other provision of this Plan, and consistent with the requirements of
      Code Section 4975(e)(7) and the regulations thereunder, each “Qualified
      Participant” (as hereinafter defined) may direct, within the 90-day period
      following the close of each Plan Year during the Participant’s “Qualified
      Election Period” (as hereinafter defined), the distribution or
      reinvestment of up to:
      (i) 25% of the sum of the value of the Participant’s Accounts held in the
      Common Stock Fund (determined as of the last preceding Valuation Date)
      plus the amounts previously distributed or transferred from the employee
      stock ownership portion of the Plan pursuant to this subsection (a), less
      (ii) the amounts previously diversified (whether by transfer, distribution
      or otherwise) to meet the requirements of this subsection (a), within the
      time determined under subsection (b) below. For purposes of this
      subsection (a), if the Qualified Participant elects to receive a
      distribution of the amount described in the preceding sentence, the
      Qualified Participant may elect to receive such amount in a single sum in
      cash or in shares of Common Stock.

       







	 	 	
       

      With
      respect to the 25% limitation described in the preceding paragraph, a
      Qualified Participant may, within 90 days after the close of the last Plan
      Year in the Participant’s Qualified Election Period, direct the
      application of a percentage of up to 50% rather than
  25%.





	
      
	
      
	
      





	 	
       

      (b)
	
       

      Within
      180 days after the close of each Plan Year during the Qualified Election
      Period, the portion of a Qualified Participant’s Accounts held in the
      Common Stock Fund to be diversified under subsection (a) shall be
      distributed or reinvested, as directed by such Participant, and if
      distributed, shall be subject to the cash or shares election described in
      subsection (a). Any such distribution or reinvestment shall be derived
      from the Participant’s Accounts to the extent invested in the Common Stock
      Fund in the order set forth in the list below. Such amounts shall be not
      derived from any Account until the portion of all Accounts previously
      listed that are invested in the Common Stock Fund have been
      exhausted.





	
      
	
      
	
      





	 	 	
       

      (1)
	
       

      An
      amount equal to all or part of the Participant’s before-1987 Regular
      Contributions made to his Account under Sections 4.2 and 4.3, to the
      extent required to exhaust such amounts.

       







	 	 	
       

      (2)
	
       

      An
      amount equal to all or part of the remaining amounts allocated to the
      Participant’s Regular Contribution Account under Section 4.2 and
      4.3.


















20















	 	 	
      (3)
	
      An
      amount equal to all or part of the amounts allocated to the Participant’s
      Rollover Contribution Account under Section 4.8.

       







	 	 	
      (4)
	
      An
      amount equal to all or part of the amounts allocated to the Participant’s
      Employer Contributions Account under Article V.

       







	 	 	
      (5)
	
      If
      the Participant has reached age 591⁄2, an amount equal to all or part of the
      amounts allocated to the Participant’s Deferral Account under Sections 4.1
      and 4.3.

       







	 	
      (c)
	
      For
      purposes of this Section 6.9, the terms “Qualified Participant” and
      “Qualified Election Period” shall have the following meanings: “Qualified
      Participant” means any Participant who attained age 55 and completed at
      least ten “years of participation.” “Years of participation” shall include
      only years of participation on and after December 1, 1999 (the original
      effective date of the employee stock ownership plan portion of the Plan).
      “Qualified Election Period” means the six Plan Year period beginning with
      the first Plan Year in which the individual first became a Qualified
      Participant.







 







21












ARTICLE
VII. INVESTMENT ACCOUNTS

 

7.1 Separate
Accounts: Separate
Accounts for each Participant for each Plan Year shall be set up to reflect the
form and source of contribution (Deferrals, Regular Contributions, Additional
Contributions, Rollover Contributions, and Employer Contributions). The Plan
Manager shall establish a separate Account for each Participant to which shall
be credited the Participant’s allocable share of:





	 	
      (a)
	
      Deferrals
      under Sections 4.1 and 4.3 (including any Qualified Nonelective
      Contributions treated as Salary Deferral Contributions under Section
      12.10(d)) made on his or her behalf and the earnings and losses thereon,
      which separate Account shall take into account gains, losses, withdrawals,
      and other credits or charges attributable to such amounts in accordance
      with the requirements of Treas. Reg. § 1.401(k)-1(e)(3) and any further
      guidance issued thereunder;





	
      
	
      
	
      





	 	
      (b)
	
      Regular
      Contributions under Sections 4.2 and 4.3 made by a Participant and the
      earnings and losses thereon; and





	
      
	
      
	
      





	 	
      (c)
	
      Rollover
      Contributions under Section 4.8 made by an Employee and the earnings and
      losses thereon; and





	
      
	
      
	
      





	 	
      (d)
	
      Employer
      Contributions under Article V (including any Qualified Nonelective
      Contributions treated as Employer Contributions under Section 12.11(c))
      made on his behalf and the earnings and losses
thereon.







Amounts
allocated to a Participant’s Accounts for a Plan Year may be consolidated with
amounts allocated for earlier Plan Years two years after the Plan Year has
ended.




7.2 Account
Information: 





	 	
      (a)
	
      Accounting: Shares
      of Common Stock shall be accounted for on the basis of both numbers of
      shares and cost of the shares to the Trustee. Notwithstanding anything to
      the contrary in the Plan, the fair market value of the Trust Fund shall be
      determined each Plan Year, as of the last day of the Plan
      Year.




 


	 	
      (b)
	
      Valuation:
















22
















	 	 	
      (1)
	
      Common
      Stock Fund: In accordance with the provisions of Article VI, shares of
      Common Stock are allocated to each Participant’s Accounts. The earnings
      and/or losses and increases/decreases in the fair market value of each
      Participant’s Account balance invested in the Common Stock Fund shall be
      determined as of each Valuation Date based on the number of 

      shares
      in the Participant’s Accounts multiplied by the price of those shares on
      the Valuation Date.




 


	 	 	
      (2)
	
      To
      the extent that Participants’ Accounts are invested in mutual funds or
      other assets for which daily pricing is available (“Daily Pricing Media”),
      all amounts contributed to the Trust Fund will be invested at the time of
      the actual receipt by the Daily Pricing Media, and the balance of each
      Account shall reflect the results of such daily pricing from the time of
      actual receipt until the time of
distribution.




 


	 	 	
      (3)
	
      To
      the extent any Participant’s Accounts are
      not invested in the Common Stock Fund or Daily Pricing Media,
      earnings and/or losses and increases/decreases in the fair market value of
      each Participant’s Account balance are allocated to Participants’ Accounts
      in proportion to
      their Account balances. Each Participant’s share of such earnings and/or
      losses will be that portion of the total net investment income or losses
      and realized and unrealized capital gains or losses of such Investment
      Fund which bears the same ratio to such total as the balance of his
      Account attributable to such Investment Fund as of the preceding Valuation
      Date.

       







	 	 	
      (4)
	
      The
      fair market value for the Trust Fund as a whole as of any Valuation Date
      shall be determined as the sum of the individual Participants’
      Accounts.







7.3 Applicable
Valuation Date: Whenever
a distribution or withdrawal by a Participant is made, the amount paid to the
Participant shall be based on the value of his or her Accounts as of the
Valuation Date determined in accordance with Article VIII. Whenever a loan to a
Participant is made, the amount of such loan shall be based on the value of his
or her Accounts as of the Valuation Date determined in accordance with Article
IX.




7.4 Fiduciary
Responsibility: The Plan
is intended to constitute a plan described in ERISA Section 404(c). To the
extent that a Participant exercises control over the assets in his Participant
Account, as determined under regulations prescribed by the Secretary of Labor,
neither the Company, any Employer, the Committee, the Plan Manager, the Trustee
nor any other fiduciary or designee shall be liable for any loss, or by reason
of any breach, which results from such Participant’s exercise of control and
investment direction. Neither the Company, any Employer, the Committee, the Plan
Manager, the Trustee nor any other fiduciary or designee who complies with the
standards set forth in Article XVII hereof shall be liable for any loss which
results
from investment performance under any of the Investment Funds including, but not
limited to, depreciation in the value of stock or other property held under any
of the Investment Funds. The Trustee and the Committee or their designees shall
provide information to Participants consistent with ERISA Section 404(c) and the
regulations and other guidance issued thereunder.












23













 


ARTICLE
VIII. WITHDRAWALS/DISTRIBUTIONS

 

8.1 Withdrawals
Before Termination of Employment:




A
Participant may elect at any time during the Plan Year to make withdrawals from
his Accounts in the order set forth in the lists below. Withdrawals shall be
made pro rata over all Investment Funds except where the Participant requests to
receive Common Stock.





	 	
      (a)
	
      Any
      withdrawals made
      from Accounts invested in Investment Funds other than the Common Stock
      Fund shall be made in the order set forth in the list below. Withdrawals
      may not be made from any Account until all Accounts previously listed have
      been exhausted.




 


	 	 	
      (1)
	
      An
      amount equal to all or part of the Participant’s before-1987 Regular
      Contributions made to his Account under Sections 4.2 and 4.3, to the
      extent required to exhaust such amounts; provided, however, that if the
      value of all amounts attributable to Regular Contributions plus earnings
      thereon is less than the net amount of before-1987 Regular Contributions,
      no more than such value may be withdrawn.

       







	 	 	
      (2)
	
      An
      amount equal to all or part of the remaining amounts allocated to the
      Participant’s Regular Contribution Account under Sections 4.2 and
      4.3.

       







	 	 	
      (3)
	
      An
      amount equal to all or part of the amounts allocated to the Participant’s
      Rollover Contribution Account under Section 4.8.

       







	 	 	
      (4)
	
      If
      the Participant has reached age 591⁄2, an amount equal to all or part of the
      amounts allocated to the Participant’s Deferral Account pursuant to
      Sections 4.1 and 4.3. The Participant, in application for such withdrawal,
      shall include evidence of the Participant’s age and a statement of other
      facts required by the Plan Manager.








	 	
      (b)
	
      Any
      withdrawals made from Accounts invested in the Common Stock Fund shall be
      made in the order set forth in the list below. Except as provided in
      Sections 8.1(e) and (f), such withdrawals may not be made from any Account
      until all Accounts previously listed have been exhausted.

       







	 	 	
      (1)
	
      An
      amount equal to all or part of the Participant’s before-1987 Regular
      Contributions made to his Account under Sections 4.2 and 4.3 to the extent
      required to exhaust such amounts; provided, however, that if the value of
      all amounts attributable to Regular Contributions plus earnings thereon is
      less than the net amount of before-1987 Regular Contributions, no more
      than such value may be withdrawn.















24















	 	 	
      (2)
	
      An
      amount equal to all or part of the remaining amounts allocated to the
      Participant’s Regular Contribution Accounts under Sections 4.2 and
      4.3.

       







	 	 	
      (3)
	
      An
      amount equal to all or part of the amounts allocated to the Participant’s
      Rollover Contribution Account under Section 4.8.

       







	 	 	
      (4)
	
      If
      the Participant is credited with at least 60 months of participation in
      the Plan, an amount equal to all or part of the amounts allocated to his
      Employer Contributions Account.

       







	 	 	
      (5)
	
      If
      the Participant is credited with less than 60 months of participation in
      the Plan, an amount equal to all or part of the amounts allocated to his
      Employer Contributions Account which have been so allocated for at least
      two years following the close of the Plan Year of
      contribution.








	 	
      (c)
	
      A
      Participant may at any time after reaching age 591⁄2 and after having
      exhausted the amounts described in Section 8.1(b)(1) through (4) elect to
      make withdrawals from his Deferral Account. The Participant, in
      application for such withdrawal, shall include evidence of the
      Participant’s age and a statement of any other facts required by the Plan
      Manager.

       







	 	
      (d)
	
      Tax
      Accounting:
      Notwithstanding any provision of the Plan to the contrary, for purposes of
      calculating a Participant’s tax liability for a withdrawal, the withdrawal
      shall be deemed to be made in the following order:

       







	 	 	
      (1)
	
      An
      amount equal to all or part of any before-1987 Regular Contributions
      allocated to the Participant’s Account.

       







	 	 	
      (2)
	
      An
      amount equal to all or part of any post-1986 Regular Contributions and all
      earnings on Regular Contributions allocated to the Participant’s
      Account.





	
      
	
      
	
      
	
      





	 	 	
      (3)
	
      An
      amount equal to all or part of any Rollover Contributions, Employer
      Contributions, Deferral amounts and all earnings on such amounts allocated
      to the Participant’s Account.








	 	
      (e)
	
      Hardship
      Withdrawals: A
      Participant may request a withdrawal from his Deferral Account in the
      order set forth in Section 8.1(g) if he suffers a hardship. Effective
      January 1, 1989, a hardship will be determined by the Plan Manager to
      exist if the withdrawal is necessary in light of an immediate and heavy
      financial need of the Participant, and if funds to alleviate such
      financial need are not reasonably available
















25
















	 	 	
      from
      other resources, including those assets of the Participant’s spouse and
      minor children (not to include any property held under the Uniform Gifts
      to Minors Act) that are reasonably available to the Participant. A
      withdrawal is deemed to be on account of an immediate and heavy financial
      need of the Participant and will be permitted under this Plan, only if the
      withdrawal is for:








	 	 	
      (1)
	
      Expenses
      for medical care described in Code Section 213(d) previously incurred by
      the Participant, the Participant’s spouse, or any dependents of the
      Participant (as defined in Code Section 152) or necessary for these
      persons to obtain medical care prescribed in Code Section
      213(d);




 


	 	 	
      (2)
	
      Costs
      directly related to the purchase of a principal residence for the
      Participant (excluding mortgage payments);

       







	 	 	
      (3)
	
      Payment
      of tuition, related educational fees, and room and board expenses for the
      next 12 months of post-secondary education for the Participant, or the
      Participant’s spouse, children, or dependents (as defined in Code Section
      152);

       







	 	 	
      (4)
	
      Payments
      necessary to prevent the eviction of the Participant from the
      Participant’s principal residence or foreclosure on the mortgage on that
      residence; or

       







	 	 	
      (5)
	
      Any
      other deemed need as may be authorized by the Commissioner of the Internal
      Revenue Service through the publication of Revenue Rulings, Notices, or
      other documents of general applicability.

       







	 	 	 	
      A
      financial need may be immediate and heavy even if it was reasonably
      foreseeable or voluntarily incurred by the Participant. The determination
      of whether any such immediate and heavy financial need exists shall be
      based upon a nondiscriminatory, objective review of all relevant facts and
      circumstances by the Plan Manager.

       







	 	
      (f)
	
      Hardship
      withdrawals shall be carried out under the following
  rules:








	 	 	
      (1)
	
      The
      withdrawal date and eligible withdrawal amount (excluding post 1988
      earnings) shall be fixed by the Plan Manager after application by the
      Participant under procedures approved by the Plan Manager.

       







	 	 	
      (2)
	
      The
      application for withdrawal shall include a statement of the facts causing
      financial hardship and any other facts required by the Plan Manager. The
      application will state that the Participant’s need can not be relieved
      through any other resources such as reimbursement or compensation by
      insurance or



















26
















	 	 	 	
      otherwise,
      reasonable liquidation of assets available to the Participant as noted in
      Subsection (e) above to the extent such liquidation would not cause an
      immediate and heavy financial need, stopping deferrals or after-tax
      employee contributions, or other distributions or nontaxable loans from
      plans maintained by the Employer or any other employer, or by borrowing
      from commercial sources on reasonable
terms.








	 	 	
      (3)
	
      The
      Plan Manager may delay, upon circumstances of reasonable cause, payment of
      an approved withdrawal to permit a special valuation, to permit
      liquidation of necessary assets or for other pertinent
      reasons.








	 	 	
      (4)
	
      Accounts
      shall be adjusted as of the last regular or special Valuation Date on or
      before the withdrawal unless the Plan Manager elects to have a special
      Valuation Date, which will then control.

       







	 	 	
      (5)
	
      The
      withdrawal may not be in excess of the amount of the immediate and heavy
      financial need of the Participant. The amount of an immediate and heavy
      financial need may include any amounts necessary to pay any federal,
      state, or local income taxes or penalties reasonably anticipated to result
      from the distribution.

       







	 	 	
      (6)
	
      The
      Participant must obtain all withdrawals, other than hardship withdrawals,
      and all nontaxable loans currently available under all plans maintained by
      the Employer, including nonqualified plans of the Employer, before a
      hardship withdrawal will be allowed. Notwithstanding the foregoing, if
      taking such a nontaxable loan would not alleviate the financial hardship
      for the Participant or if repayment of such a loan would cause the
      Participant to incur a financial hardship, taking of such a loan shall not
      be required.

       







	 	 	
      (7)
	
      After
      the Participant receives his hardship withdrawal, the Plan Manager will
      suspend his employee contributions to this Plan (to include all Deferrals,
      Regular Contributions and Additional Contributions) and shall cause his
      employee contributions to be suspended as to any other plan of deferred
      compensation, qualified or nonqualified (but not including any health or
      welfare benefit plan), maintained by the Employer for the suspension
      period indicated below, and the Participant will consent to this
      suspension on a form to be furnished by the Plan
  Manager.


















27
















	 	 	 	
      Effective
      for hardship withdrawals made before January 1, 2001, the suspension
      period referred to above shall be 12 months from the date of the
      withdrawal. Effective for hardship withdrawals made during calendar year
      2001, the suspension period referred to above shall be a period equal to
      the greater of 6 months or the number of months from the date of the
      withdrawal until January 1, 2002. Effective for hardship withdrawals made
      after December 31, 2001, the suspension period referred to above shall be
      6 months.

       







	 	 	
      (8)
	
      The
      Participant’s annual limitation on his Deferrals, as imposed by Code
      Section 402(g) and provided for in Section 12.9 of the Plan (Maximum
      Amount of Deferrals), for the Plan Year following the Plan Year in which
      he received his hardship withdrawal will be reduced by the amount of the
      Deferrals that he made during the Plan Year in which he received his
      hardship withdrawal.

       







	 	
      (g)
	
      Hardship
      Withdrawals shall be charged pursuant to the Participant’s election in the
      following order:








	 	 	
      (1)
	
      Withdrawal
      of amounts in Deferral Accounts under Sections 4.1 and 4.3 in Investment
      Funds other than the Common Stock Fund.

       







	 	 	
      (2)
	
      Withdrawal
      of amounts in Deferral Accounts under Sections 4.1 and 4.3 in the Common
      Stock Fund.







8.2 Frequency
of Withdrawal: A
Participant who has made a withdrawal under Sections 8.1(a), 8.1(b) or 8.1(c)
may not made another withdrawal under Sections 8.1(a), 8.1(b) or 8.1(c) until
after the expiration of the 180 calendar day period following the date of the
previous withdrawal.




8.3 Form
of Withdrawal: To the
extent a Participant’s Account is invested in Common Stock, withdrawals may be
in kind (Common Stock), except for (a) uninvested cash and (b) cash for
fractional shares in accordance with Section 8.10, or may in the alternative at
the election of the Participant be wholly in cash with respect to SCANA
Corporation Common Stock only, the cash alternative to be based on the Valuation
Price.




Effective
August 3, 1992 regarding the cash-option alternative described in the previous
paragraph, the Trustee shall, if necessary, at the direction of the Plan Manager
as a named fiduciary of the Plan, directly or via an agent, sell Participant
shares of Common Stock in the open market on the NYSE; the number of shares to
be sold in the open market and the authorization for such sale shall be
specified on form(s) approved by the Plan Manager, who shall directly or via
duly designated Company employee(s) review the same, and following approval,
direct the Trustee to 










28










carry out
the sale of shares indicated. The Participant shall bear all risk of a declining
market price to the time of sale, and the sales commissions and any
transactional taxes inherent to the sale and payable at such time shall be
charged to the Participant’s Account.




8.4 Notice
of Withdrawal: Notice
of withdrawal must be given by a Participant at least sixty (60) days (or such
lesser number of days as the Plan Manager may specify) prior to the date of
withdrawal. Such notice must be given to the Plan Manager on a form provided by
the Plan Manager (or its designee) for such purpose (including telephonic,
electronic or other means) specifying that the Participant elects a withdrawal
option set forth in Section 8.1. Subject to Section 8.14 (Direct Rollover
Distributions), payment pursuant to such notice shall be made as soon as
practicable upon receipt by the Employer. Notwithstanding the foregoing, no
withdrawal may be made under this Article VIII by a Participant during the
period in which the Committee is making a determination of whether a domestic
relations order affecting the Participant’s Account is a qualified domestic
relations order, within the meaning of Section 414(p) of the Code. Further,
if the Committee is in receipt of written notice that a qualified domestic
relations order affecting a Participant’s Account is being sought, it may
prohibit such Participant from making a withdrawal under this Article VIII until
a final determination with respect to such order has been made (or a
determination has been made that such order will not be submitted within a
reasonable period of time after the Committee was notified of such an order).
Finally, if the Committee is in receipt of a qualified domestic relations order
with respect to any Participant’s Account, it may prohibit such Participant from
making a withdrawal under this Article VIII until the alternate payee’s rights
under such order are satisfied.

 

DISTRIBUTIONS




8.5 Distribution
on Termination of Employment or Disability: In the
event of Termination of Employment of a Participant or the Participant’s
Disability, he shall be eligible to receive, in a single sum, the balance in his
entire Account, in cash or in kind, subject to the remaining provisions of this
Article VIII. Effective January 1, 2002, a Participant’s entire Account shall be
distributable on account of the Participant’s severance from employment
(regardless of when the severance from employment occurred). However, such a
distribution shall be subject to the other provisions of the Plan regarding
distributions, other than provisions that require a separation from service
before such amounts may be distributed.




8.6 Distribution
on Death: If a
Participant’s employment with an Employer is terminated by reason of death, or
the Participant’s death occurs after Termination of Employment and before a
distribution of his Account has been made, the entire balance credited to the
Participant’s Account shall be distributed to the Participant’s Beneficiary in a
single sum, in cash or in kind, as determined under Section 8.9. Such
distribution shall be made as soon as practicable after the Participant’s death
and in no event later than 60 days after the close of the Plan Year in which
that death occurs. In the case of distributions to surviving Spouses, the direct
rollover provisions of Section 8.14 shall apply.










29












8.7 Promptness
of Distribution: If the
market value of a Participant’s entire Account balance does not exceed $5,000
($3,500 for periods before January 1, 1998), determined as of the Valuation Date
coincident with or immediately following his Termination of Employment, a
distribution of the amounts allocated to his Account shall be made to him as
soon as practicable thereafter. If the market value of a Participant’s entire
Account balance exceeds $5,000 ($3,500 for periods before January 1, 1998),
determined as of the Valuation Date coincident with or immediately following his
Termination of Employment, a distribution of the amounts allocated to his
Account shall be made to him as soon as practicable after he consents to the
distribution of his Account. If such a Participant terminates employment before
age 65 and fails to consent to a distribution as soon as practicable after his
Termination of Employment, such a distribution may be made upon the
Participant’s request in which case, the distribution will be determined as of
the Valuation Date coincident with or immediately following such Participant
consent. In all events, however, for periods prior to June 1, 2004, distribution
shall be made as soon as practicable after the earlier of his attainment of age
65 or death and in no event later than 60 days after the Plan Year in which the
earlier of his attainment of age 65 or death occurs. For periods on or after
June 1, 2004, distributions shall be made no later than the April 1 following
the close of the calendar year in which the Participant attains age 70 1⁄2, in
accordance with Section 8.11. Effective with respect to distributions made after
December 31, 2001 on behalf of Participants who terminate employment after
December 31, 2001, for purposes of this Section 8.7, the value of a
Participant’s Account balance shall be determined without regard to that portion
of the Account balance that is attributable to Rollover Contributions (and
earnings allocable thereto). Notwithstanding the foregoing, all distributions
shall be made in accordance with the remaining provisions of this Article VIII.





8.8 Amount
of Distribution: A
distribution from a Participant’s Account shall include all amounts vested under
Article X.




8.9 Form
of Distribution:
Distributions may be in kind (SCANA Corporation Common Stock), except for (a)
amounts invested in Investment Funds other than the Common Stock Fund, (b)
uninvested cash, and (c) cash for fractional shares in accordance with Section
8.10, or may in the alternative at the election of the Participant (or of the
surviving spouse or other beneficiary in the event of death) be wholly in cash
with respect to Common Stock. Effective August 3, 1992, to effectuate the cash
alternative, the Trustee shall, at the direction of the Plan Manager as a named
fiduciary of the Plan, directly or via an agent, sell Participant shares in the
open market on the NYSE; the Participant shall bear all risk of a declining
market price to the time of sale, and the sales commissions and any
transactional taxes inherent to the sale and payable at such time shall be
charged to the Participant’s Account and paid from the sales proceeds, the net
amount being distributable. The number of shares to be sold in the open market
and the authorization for such sale shall be specified on form(s) approved by
the Plan Manager, who shall directly or via duly designated Company employee(s)
review the same, and following approval, direct the Trustee to carry out the
sale of shares indicated. However, in those circumstances where, subsequent to
termination processing due to receipt of amounts attributable to final
contributions and/or
allocated earnings, there are amounts that were not previously recognized, such
amounts shall be paid in cash.










30















    8.10 Fractional
Shares: No
fractional shares of Common Stock shall be distributed. The amount of cash for
fractional shares shall be based on the Valuation Price of the stock as of the
Date of Distribution.




    Any
fractional share associated with a Participant’s requested cash-option or
share-option Withdrawal or Distribution will either be valued and purchased by
the Trustee on behalf of the Plan at the appropriate Valuation Price, or,
depending upon the circumstances, may be sold on the NYSE in aggregation with
the fractional shares of other similarly situated Participants as part of some
whole number of shares with the net proceeds allocated among the respective
Participants.




    8.11 Limitations
on Commencement of Benefits:

 


	 	
      (a)
	
      Required
      Benefit Commencement -- In General.
      Unless the Participant elects otherwise, the payment of the Participant’s
      benefits will not commence later than the 60th day after the end of the
      Plan Year in which occurs the latest of the date when: (1) the Participant
      reaches age 65; (2) the tenth anniversary of the date the Participant
      commenced participation in the Plan; or (3) the Participant’s employment
      termination date.





	
      
	
      
	
      





	 	
      (b)
	
      Minimum
      Required Distributions After Age
701⁄2








	 	 	
      (1)
	
      Notwithstanding
      any other provision of the Plan, at the Participant’s election, each
      Participant’s entire interest in the Plan will be distributed, or minimum
      distribution of a Participant’s interest in the Plan will commence, no
      later than the April 1 following the calendar year in which the
      Participant reaches age 701⁄2, whether or not the Participant has then
      terminated employment. Prior to January 1, 1997, in the absence of any
      election by the Participant, minimum annual distributions will commence to
      be paid no later than the required beginning date. In accordance with Code
      Section 401(a)(9) and the regulations thereunder, a minimum distribution
      shall be in an annual minimum amount calculated with respect to the period
      of the life expectancy of the Participant.




    


	 	 	
      (2)
	
      Effective
      January 1, 1997, if a Participant shall attain age 701⁄2 on or after January
      1, 1997 or attained age 701⁄2 on or after January 1, 1996 and has not yet
      commenced receiving minimum required distributions in accordance with Code
      Section 401(a)(9) prior to January 1, 1997, such Participant shall
      commence receiving minimum required distributions in accordance with the
      requirements of the Code and the regulations and other guidance thereunder
      not later than the “required beginning date,” which shall be the
      April
      1 following the close of the later of (i) the calendar year in which the
      participant attains age 701⁄2, or (ii) the calendar year in which the
      Participant terminates employment.

      













31















	 	 	
      (3)
	
      Life
      expectancy will not be recalculated annually for purposes of determining
      required minimum distribution amounts for any such minimum distribution
      required to be made on and after the required beginning
    date.




 


	 	 	
      (4)
	
      Computation
      of a required minimum distribution amount shall take into account the
      applicable incidental benefit requirements of Code Section 401(a)(9) and
      the regulations thereunder.

       







	 	 	
      (5)
	
      Any
      other applicable provisions concerning minimum required distributions as
      are prescribed by Code Section 401(a)(9) and the regulations issued
      thereunder shall also be complied with and are hereby incorporated by
      reference.

       







	 	 	
      (6)
	
      In
      the event that a Participant dies after minimum required distributions
      have begun to be made, the balance credited to the Participant’s Account
      will be distributed in accordance with the procedure of Section 8.6 of the
      Plan.

       






  8.12 Employee
Transfers from the Employer to an Affiliate: A
transfer by a Participant from the Employer to an Affiliate which has not
adopted this Plan shall not affect his Participation under this Article VIII of
the Plan, nor, for purposes of the Plan, shall it be deemed to be a Termination
of Employment.




  8.13 Distributions
with Respect to Qualified Domestic Relations Orders:
Distributions may be made in accordance with the terms of a Qualified Domestic
Relations Order (“QDRO,” as defined by Code Section 414(p)), to an Alternate
Payee (as defined by Code Section 414(p)(8)) in the form of distribution
otherwise provided for under this Article VIII with respect to a Participant. In
all events, immediate distributions may be made pursuant to the terms of a QDRO
even before the Participant has attained “earliest retirement age,” as defined
in Code Section 414(p). Further, if the Committee is in receipt of written
notice that a QDRO affecting a Participant’s Account is being sought, it may
prohibit such Participant from commencing to receive a distribution until a
final determination with respect to such order has been made (or a determination
has been made that such order will not be submitted within a reasonable period
of time after the Committee was notified of such an order). The amount payable
to the Participant and to any other person other than the alternate payee named
in the order shall be adjusted accordingly. 










32












       8.14 Direct
Rollover Distributions:





	 	
      (a)
	
      At
      the request of a Participant, a surviving Spouse of a Participant, or a
      Spouse or former Spouse of a Participant that is an alternate payee under
      a Qualified Domestic Relations Order, under Section 8.14 (referred to as
      the “distributee”) and upon receipt of the direction of the Plan Manager
      or its designee, the Trustee shall effectuate a Direct Rollover
      Distribution of the amount requested by the distributee, in accordance
      with Section 401(a)(31) of the Code, to an Eligible Retirement Plan. Such
      amount may constitute all or any whole percent of any distribution from
      the Plan otherwise to be made to the distributee, provided that such
      distribution constitutes an Eligible Rollover Distribution. All Direct
      Rollover Distribu-tions shall be made in accordance with the following
      Subsections 8.14(b) through 8.14(g).





	
      
	
      
	
      





	 	
      (b)
	
      A
      distributee may not elect to have a Direct Rollover Distribution made to
      more than one Eligible Retirement Plan.





	
      
	
      
	
      





	 	
      (c)
	
      Direct
      Rollover Distributions shall be made, in accordance with such forms and
      pro-cedures as may be established by the Plan Manager, in shares of Common
      Stock otherwise distrib-utable under the Plan to the distributee, with
      cash for fractional shares of Common Stock, which shares shall be
      registered in a manner necessary to effectuate a Direct Rollover
      Distribution plus cash for any amounts invested in Investment Funds other
      than the Common Stock Fund; provided, however, that the distrib-utee may
      request that such Direct Rollover Distribution be made entirely in cash in
      the manner described above and in accordance with the terms of the Plan
      governing cash distributions in this Article
VIII.





	
      
	
      
	
      





	 	
      (d)
	
      No
      Direct Rollover Distribution shall be made unless the distributee
      furnishes the Plan Manager with such information as the Plan Manager shall
      require and deems to be sufficient.





	
      
	
      
	
      





	 	
      (e)
	
      A
      distributee may elect to divide an Eligible Rollover Distribution into two
      components, with one portion paid as a Direct Rollover Distribution and
      the remainder paid to the distributee, provided that such division of
      payments shall be permitted only if the amount of the Direct Rollover
      Distribution is at least equal to $500.





	
      
	
      
	
      





	 	
      (f)
	
      No
      Direct Rollover Distributions shall be permitted unless the amount of the
      distribution exceeds $200.








	 	
      (g)
	
      Direct
      Rollover Distributions shall be treated as all other distributions under
      the Plan and shall not be treated as a direct trustee-to-trustee transfer
      of assets and liabilities.





	
      
	
      
	
      





 



	
      
	
      8.15
	
      Definitions:
      For purposes of Section 8.14, the following terms have the following
      meanings:








	 	
      (a)
	
      The
      term “Direct Rollover Distribution” means a payment by the plan to the
      Eligible Retirement Plan specified by the
distributee.





	
      
	
      
	
      





	 	
      (b)
	
      The
      term “Eligible Rollover Distribution” means any distribution as provided
      in Code Section 402(c)(4), or any other provision of the Code which may
      permit rollovers to the Plan from time to
time.





	
      
	
      
	
      





	 	
      (c)
	
      The
      term “Eligible Retirement Plan” means an eligible retirement plan as that
      term is defined Code Section 402(c)(8).








	
      
	
      
	
      













33












ARTICLE
IX. LOANS TO PARTICIPANTS 

 

9.1 Amount
of Loan: Loans
from the Plan may be made to all Participants and Beneficiaries who are “parties
in interest” within the meaning of Section 3(14) of the Employee Retirement
Income Security Act of 1974, as amended. Such individuals are referred to herein
as “Eligible Borrowers.” An Eligible Borrower may request a loan from his
Deferral, Regular Additional, and Rollover Contribution Accounts, including
increments attributable to earnings thereon. The Plan Manager shall, in the
exercise of procedures, grant such loan request where the requested loan amount
when added to the outstanding balance (if any) of all other loans to the
Eligible Borrower from this Plan, does not exceed the lesser of:





	 	
      (a)
	
      $50,000
      reduced by the excess (if any) of the highest outstanding balance of loans
      from the Plan to the Eligible Borrower during the 1-year period ending on
      the day before the date on which the latest such loan is made, over the
      outstanding balance of loans from the Plan to the Eligible Borrower on the
      date on which the latest such loan is made,
or





	
      
	
      
	
      





	 	
      (b)
	
      one-half
      of the present value of the Eligible Borrower’s entire interest in the
      Plan,







except
that an Eligible Borrower’s application for a loan to acquire his principal
residence must evidence compliance with Code purposes and provisions as
indicated in Section 9.2(c).




9.2 Terms
of Loan: In
addition to such rules and procedures as the Plan Manager may adopt, all loans
shall comply with the following terms and conditions:





	 	
      (a)
	
      An
      application for a loan by an Eligible Borrower shall be made to the Plan
      Manager.





	
      
	
      
	
      





	 	
      (b)
	
      The
      period of repayment for any loan, except as set forth in Subsection (c)
      below, shall be arrived at by mutual agreement between the Plan Manager
      and the borrower. The terms of each loan shall require repayment on a
      substantially level amortization basis (with payments not less frequently
      than quarterly) over a period not to exceed five (5) years except as may
      otherwise be applicable with respect to an approved leave of absence
      without pay per Subsection (d) below or as otherwise provided in
      Subsection (c) below.





	
      
	
      
	
      





	 	
      (c)
	
      Notwithstanding
      the above, the period of repayment for any loan used to acquire the
      principal residence of an Eligible Borrower shall be arrived at by mutual
      agreement between the Plan Manager and the borrower. The applying Eligible
      Borrower shall provide such documentation as shall be required in the
      discretion of the Plan Manager to assure compliance with Code purposes for
      principal residence acquisition loans where the Eligible Borrower is
      seeking a loan term greater than five
      (5) years. The Plan Manager shall not approve such loan for a term greater
      than five (5) years where Code compliance is not
  evidenced.
















34














	 	
      (d)
	
      Loan
      Payment Suspension During Approved Leave of Absence without
      Pay.

       







	 	 	
      (1)
	
      The
      level amortization requirement does not apply to a period of up to one
      year during which the Eligible Borrower is on a leave of absence without
      pay which has been properly approved by the Employer of the Eligible
      Borrower. However, interest shall continue to accrue during such period of
      nonpayment. Except as otherwise provided below, if the Eligible Borrower
      does not pay all of the interest accrued during the period of leave
      promptly upon returning to work, the loan shall be reamortized as a new,
      refinanced loan (which may constitute a second refinancing of the original
      loan as an exception to the one-refinancing rule of Subsection (j)(1)) to
      establish a new level payment schedule over the remaining period of the
      original loan term as reduced by the period of leave using the loan
      balance inclusive of the unpaid accrued interest amounts; if the Eligible
      Borrower does promptly upon returning to work pay all interest accrued
      during the period of leave, a revision of payment amounts and due dates to
      assure compliance with the applicable loan term limitation may yet require
      refinancing.

       







	 	 	
      (2)
	
      The
      period of a leave of absence without pay shall not extend the term of the
      loan, as based upon the date of the original loan, beyond the term
      limitations noted with respect to refinancing Subsection (j)(3)(C). Thus,
      in the circumstance where it is reasonably anticipated that the period of
      a leave of absence without pay would terminate at, after or within 6
      months before the expiration of the applicable loan term limitation, the
      Eligible Borrower will be required to continue making payments according
      to the initial level amortization schedule during the period of
      leave.

       







	 	
      (e)
	
      Each
      loan shall be made against collateral which must include, but need not be
      limited to, that portion of the borrower’s Deferral, Regular, Additional
      and Rollover Contribution Accounts to the maximum extent of 50 percent of
      his entire interest in the Plan supported by the borrower’s collateral
      promissory note payable to the Plan.





	
      
	
      
	
      





	 	
      (f)
	
      Each
      loan shall bear interest at a reasonable rate established by the Plan
      Manager. In determining such interest rate, the Plan Manager shall take
      into consideration interest rates being charged by banks or other
      financial institutions for comparable loans at the time the loan is
      made.


















35
















	 	
      (g)
	
      The
      minimum loan amount shall be determined by the Plan Manager but shall not
      be less than $500.





	
      
	
      
	
      





	 	
      (h)
	
      Repayment
      of loans shall be made by payroll deduction. An Eligible Borrower waives
      any right to discontinue payroll deductions for loan payment purposes
      until the promissory note is paid in full. Notwithstanding the foregoing,
      an Eligible Borrower may prepay the entire amount due under the loan at
      any time without penalty; partial prepayments are not
    allowed.





	
      
	
      
	
      





	 	
      (i)
	
      Effective
      August 3, 1992, an Eligible Borrower may have two (2) loans from this Plan
      outstanding at a time, one (1) of which may be a loan for the acquisition
      of the Eligible Borrower’s principal residence which has a term greater
      than five (5) years.





	
      
	
      
	
      





	 	
      (j)
	
      Effective
      for loans made on or after August 3, 1992, and prior to October 1,
      2000:

       







	 	 	
      (1)
	
      Each
      loan may be refinanced one (1) time after thirteen (13) scheduled payments
      have been made, except as otherwise provided in Subsection
      (d)(1).

       







	 	 	
      (2)
	
      Loans
      made prior to August 1, 1992 that have previously been refinanced under
      Plan rules applicable at the time will not be eligible for refinancing on
      or after August 3, 1992.

       







	 	 	
      (3)
	 	
      (A)
	
      Loan
      refinancing will not extend the term of the original loan, calculated from
      the original date of the loan, so as to exceed the five (5) year term
      limitation applicable to loans other than to a loan used to acquire the
      principal residence of the Eligible
Borrower.





	
      
	
      
	
      
	
      
	
      





	 	 	 	 	
      (B)
	
      The
      refinancing of a loan used to acquire the principal residence of an
      Eligible Borrower will not extend the term of the original loan,
      calculated from the original date of the
loan.





	
      
	
      
	
      
	
      
	
      





	 	 	
      (4)
	 	
      (A)
	
      (i)
	
      Refinancing
      shall not require that the Eligible Borrower borrow any additional amount,
      except as is inherent in the reamortization of a loan to include unpaid
      interest following an approved leave of absence without pay per Subsection
      (d)(1) above.








	 	 	 	 	 	
      (ii)
	
      Effective
      December 1, 1995, refinancing shall not be permitted for the purposes of
      borrowing an additional amount.








	
      
	
      
	
      
	
      
	
      
	
      













36
















	 	 	 	 	
      (B)
	
      The
      refinancing of a loan used to acquire the principal residence of an
      Eligible Borrower shall not involve the borrowing of any additional
      amount, except as is inherent in the reamortization of a loan to include
      unpaid interest following an approved leave of absence without pay per
      Subsection (d)(1) above.

       






    Effective
October 1, 2000, no additional refinancings of outstanding loans shall be
permitted.





	 	
      (k)
	
      Loan
      proceeds shall be derived from the Participant’s Accounts and Investment
      Funds in the order set forth in the list below. Such proceeds shall be not
      derived from any Account until all Accounts previously listed have been
      exhausted.








	 	 	 	
      (1)
	
      An
      amount equal to all or part of the amounts allocated to the Participant’s
      Deferral Account under Sections 4.1 and 4.3 and invested in Investment
      Funds other than the Common Stock Fund.





	 	
      
	
      





	 	 	 	
      (2)
	
      An
      amount equal to all or part of the amounts allocated to the Participant’s
      Deferral Account under Sections 4.1 and 4.3 and invested in the Common
      Stock Fund.

       







	 	 	 	
      (3)
	
      An
      amount equal to all or part of the amounts allocated to the Participant’s
      Rollover Contribution Account under Section 4.8 and invested in Investment
      Funds other than the Common Stock Fund.

       







	 	 	 	
      (4)
	
      An
      amount equal to all or part of the amounts allocated to the Participant’s
      Rollover Contribution Account under Section 4.8 and invested in the Common
      Stock Fund.

       







	 	 	 	
      (5)
	
      An
      amount equal to all or part of the amounts allocated to the Participant’s
      Regular Contributions Account under Sections 4.2 and 4.3 and invested in
      Investment Funds other than the Common Stock Fund.

       







	 	 	 	
      (6)
	
      An
      amount equal to all or part of the amounts allocated to the Participant’s
      Regular Contributions Account under Sections 4.2 and 4.3 and invested in
      the Common Stock Fund.







Effective
for all repayments of new and existing Plan loans on and after January 1, 1999,
all repayments of Plan loans, including interest, shall be invested in the
Investment Funds in accordance with the Participant’s current investment
election. 










37
















	 	
      (l)
	
      To
      the extent the requested loan is derived from amounts invested in the
      Common Stock Fund, a
      whole-share amount from his Account as equivalent to, without exceeding,
      the requested loan amount as possible, shall be sold in the open market on
      the NYSE by or on behalf of the Trustee, at the direction of the Plan
      Manager, after which the proceeds shall be treated as the loan amount, and
      shall be so indicated in the promissory note signed by the Eligible
      Borrower. The Eligible Borrower shall bear all risk of a declining market
      price to the time of sale, and the sales commissions and any transactional
      taxes inherent to the sale and payable at such time shall be charged to
      the Participant’s Account. The number of shares to be sold in the open
      market and the authorization for such sale shall be specified on form(s)
      approved by the Plan Manager, who shall directly or via duly designated
      Company employee(s) review the same, and following approval, as a named
      fiduciary of the Plan, direct the Trustee to carry out the sale of shares
      indicated.

       







	 	
      (m)
	
      Upon
      Termination of Employment or death, the outstanding balance of the loan
      plus interest due must be repaid in full before any distribution will be
      made to the Eligible Borrower or the Eligible Borrower’s Beneficiary. In
      the absence of such repayment, the value of the Eligible Borrower’s
      Account shall be reduced by the amount outstanding on the loan and the net
      amount shall be distributed to the Eligible Borrower or Beneficiary. The
      Eligible Borrower’s consent to the loan shall be treated as a consent to a
      reduction in his Account balance in the event of a failure to repay such
      loan. The amount of such Account adjustment shall be treated as a
      distribution under the Plan. Under no circumstances, however, shall any
      unpaid loan be charged against an Eligible Borrower’s Account so long as
      he remains employed by the Employer unless a distribution of Deferrals
      could otherwise be made under Section 401(k) of the Code and the
      regulations issued thereunder.

       







	 	
      (n)
	
      Any
      scheduled loan payment shall be regarded as delinquent upon the 15th day
      following the due date. If substantially level repayments of an Eligible
      Borrower’s loan are not made at least quarterly, such loan shall be
      treated as in default and the entire amount outstanding on such loan shall
      become immediately due and payable. In no event, however, shall a
      foreclosure on such loan (by reduction of the Eligible Borrower’s Account
      balance) occur earlier than the time permitted for distributions under
      Section 401(k) of the Code and the regulations issued thereunder. The
      foregoing provisions shall not apply during the period of suspension of
      loan payments during an Employer approved leave of absence without pay
      which satisfies the provisions of Subsection (d)
above.








	
      
	
      
	
      













38
















	 	
      (o)
	
      Notwithstanding
      anything herein to the contrary, no loans may be made under this Article
      IX by an Eligible Borrower during the period in which the Committee is
      making a determination of whether a domestic relations order affecting the
      Eligible Borrower’s Account is a qualified domestic relations order,
      within the meaning of Section 414(p) of the Code. Further, if the
      Committee is in receipt of written notice that a qualified domestic
      relations order affecting an Eligible Borrower’s Account is being sought,
      it may prohibit such Eligible Borrower from making a loan under this
      Article IX until a final determination with respect to such order has been
      made (or a determination has been made that such order will not be
      submitted within a reasonable period of time after the Committee was
      notified of such an order). If the Committee is in receipt of a qualified
      domestic relations order with respect to any Eligible Borrower’s Account,
      it may prohibit such Eligible Borrower from making a loan under this
      Article IX until the alternate payee’s rights under such order are
      satisfied. A domestic relations order shall not be qualified if it
      attempts to assign to an alternate payee an amount in excess of the
      non-loaned portion of any Participant’s Account. No alternate payee shall
      be eligible for a loan under this Plan unless the alternate payee
      otherwise qualifies as an Eligible Borrower as defined in Section
      9.1.





	
      
	
      
	
       





	 	
      (p)
	
      Loan
      repayments will be suspended under the Plan as permitted under Section
      414(u) of the Code.







9.3 Commencement
of Loans: No loans
shall be made under this Article prior to
January 1, 1987.




9.4 Employee
Transfers from the Employer to an Affiliate: A
transfer by an Eligible Borrower from the Employer to an Affiliate which has not
adopted this Plan shall not affect his Participation under this Article IX of
the Plan, nor, for purposes of the Plan, shall it be deemed to be a Termination
of Employment.




9.5 Specific
Information: The Plan
Manager must adopt, announce, and publish as part of this Plan, additional rules
on borrowing under the Plan that are not inconsistent with the provisions of the
Plan and this Section 9. These rules on the administration of this Plan’s loan
program must include rules and provisions on:





	 	
      (a)
	
      the
      persons or positions authorized to assist in the administration of the
      loan program;





	
      
	
      
	
      





	 	
      (b)
	
      the
      procedure for applying for loans;





	
      
	
      
	
      





	 	
      (c)
	
      the
      basis on which loans will be approved or
denied;




 


	 	
      (d)
	
      the
      limitations (if any) on the types and amounts of loans
      offered;





	
      
	
      
	
      





	 	
      (e)
	
      the
      procedure for determining a reasonable rate of
interest;





	
      
	
      
	
      





	 	
      (f)
	
      the
      types of collateral that may secure a loan;
and





	
      
	
      
	
      





	 	
      (g)
	
      the
      events that constitute a default and the steps that will be taken to
      preserve Plan assets in the event of such
default.








	
      
	
      
	
      













39












ARTICLE
X. VESTING

 

10.1 Vesting: A
Participant’s Deferral, Regular, Additional and Rollover Contribution Accounts
(and earnings thereon) shall be fully vested and nonforfeitable at all times.
Employer contributions made under Article V with respect to any Plan Year and
earnings thereon shall be fully vested and nonforfeitable at all
times.




10.2 Employee
Transfers from the Employer to an Affiliate: A
transfer by a Participant from the Employer to an Affiliate which has not
adopted this Plan shall not affect his participation under this Article X of the
Plan, nor, for purposes of the Plan, shall it be deemed to be a Termination of
Employment.










40












ARTICLE
XI. FORFEITURES

 

11.1 Termination
of Employment: Unless
vested under Article X, Employer Contributions and earnings thereon shall be
forfeited upon Termination of Employment.




11.2 Repayments: A
reemployed Participant who received a distribution from the Plan as a result of
a Termination of Employment and forfeited any Employer Contributions on account
of such prior distribution (based on the vesting requirements in effect prior to
July 1, 1989), may repay the full amount of the distribution provided the
Participant is reemployed before incurring five consecutive Breaks in Service
and repays the distribution within five years of reemployment. All repayments
and forfeitures shall be credited to the Participant’s Regular Contribution
Account under Section 4.2 for the year of repayment. All repayments shall be
made in accordance with rules adopted by the Plan Manager. 




11.3 Lost
Participants or Beneficiaries: If a
Participant or Beneficiary cannot be located by reasonable efforts of the Plan
Manager within a reasonable period of time after the latest date such benefits
are otherwise payable under the Plan, the amounts in the Participant’s Account
shall be forfeited; provided, however, that such forfeited amount shall be
restored (without earnings) if, at any time, the Participant or Beneficiary who
was entitled to receive such benefit when it first became payable shall, after
furnishing proof of their identity and right to make such claim to the Plan
Manager, filed a request for such benefit with the Plan Manager. 




11.4 Application
of Forfeitures: All
amounts which are forfeited under this Article shall be applied to reduce any
subsequent contributions of the Employer by which the Participant is employed at
the time of the forfeiture. If the Plan is terminated or if Employer
Contributions are completely discontinued, forfeitures shall be credited ratably
to the Accounts of all Participants at the time of termination or discontinuance
of contributions. In all cases, forfeitures shall be so applied no later than as
of the end of the Plan Year in which the forfeiture occurs.










41












ARTICLE
XII. LIMITATIONS ON CONTRIBUTIONS AND BENEFITS

 

12.1 Definition
of Annual Additions: For
purposes of the Plan, Annual
Addition shall
mean the amount allocated to a Participant’s Account during the Limitation Year
that constitutes:





	 	
      (a)
	
      Employer
      Contributions,

       







	 	
      (b)
	
      Employee
      Contributions

       







	 	
      (c)
	
      Forfeitures,
      and

       







	 	
      (d)
	
      Amounts
      described in Sections 415(l)(1)
      and 419A(d)(2) of the Code.







12.2 Maximum
Annual Addition: 





	 	
      (a)
	
      The
      maximum Annual Addition that may be contributed or allocated to a
      Participant’s Account under the Plan for any Limitation Year shall not
      exceed the lesser of:

       







	 	 	
      (1)
	
      the
      Defined Contribution Dollar Limitation, or

       







	 	 	
      (2)
	
      25
      percent of the Participant’s Compensation, as defined in Section
      12.4.

       







	 	
      (b)
	
      Anything
      to the contrary herein notwithstanding, this subsection 12.2(b) shall be
      effective for Limitation Years beginning after December 31, 2001 and
      modifies the rules in this Section 12.2 for such Limitation Years. The
      Annual Additions that may be contributed or allocated to the Participant’s
      Account under the Plan for any Limitation Year shall not exceed the lesser
      of:








	 	 	
      (1)
	
      $40,000,
      as adjusted for increases in the cost-of-living under Section 415(d) of
      the Code; or

       







	 	 	
      (2)
	
      100
      percent of the Participant’s Compensation as defined in Section 12.4 for
      such Limitation Year.




   

12.3 Limitation
on Annual Additions: If,
notwithstanding the foregoing provisions of Section 12.2, the limitations with
respect to Annual Additions prescribed hereunder are exceeded with respect to
any Participant and such excess arises as a consequence of the allocation of
forfeitures, a reasonable error in estimating the Participant’s compensation, a
reasonable error in determining the amount of Deferrals that may be made with
respect to any individual under the limits of Code Section 415, or under other
limited facts and circumstances that the Internal Revenue Service approves, the
excess amounts attributable to Deferrals may be returned to the affected
Participant to the extent necessary to reduce the excess amounts in the
Participant’s Accounts. Such returned amounts shall not be taken into account in
applying the limitations of Section 12.10. 










42
















	 	 (a)	 

       To the extent excess amounts remain in the
      Participant’s Accounts, so much of the Participant’s Regular Contributions
      under Sections 4.2 and 4.3 which cause the Participant’s Accounts to
      exceed the maximum Annual Additions shall be returned to the
      Participant.








	
      
	
      (b)
	
      To
      the extent excess amounts remain in the Participant’s Accounts, such
      excess shall be utilized to reduce future Employer Contributions on behalf
      of the Participant for the next succeeding Limitation Year and succeeding
      Limitation Years as necessary. If the Participant is no longer employed in
      such a succeeding Limitation Year, such excess amounts will be held
      unallocated in a suspense Account which shall be used to reduce future
      Employer Contributions on behalf of the other Participants entitled to an
      allocation.








	
      
	
      (c)
	
      Any
      amount returned to a Participant pursuant to Section 12.3(a) shall be
      withdrawn first from any amounts invested in Investment Funds other than
      the Common Stock Fund and then, if necessary, from the Common Stock
      Fund.







12.4 Definitions: For
purposes of Section 12.2:





	
      
	
      (a)
	
      Defined
      Contribution Dollar Limitation
      shall mean $30,000, as adjusted for increases in the cost of living
      pursuant to Section 415(d) of the Code.








	
      
	
      (b)
	
      Compensation
      shall mean, for limitation years beginning before January 1, 2001, wages
      within the meaning of Section 3401(a) of the Code (without regard to any
      rules under Section 3401(a) that limit the remuneration included in wages
      based on the nature or location of the employment or the services
      performed (such as the exception for agricultural labor in Section
      3401(a)(2)) and all other payments of compensation to an Employee by the
      Company (in the course of the Company’s trade or business) for which the
      Company is required to furnish the Employee a written statement under
      Sections 6401(d), 6051(a)(3) and 6052 of the Code (a Form W-2), and
      effective for Limitation Years beginning on and after January 1, 1998, all
      amounts currently not included in the Employee’s gross income by reason of
      Sections 125, 132(f)(4) and 402(e)(3) of the Code. For
      purposes of this Section for limitation years beginning on or after
      January 1, 2001, the term “Compensation” shall include all forms of
      remuneration described in Treas. Reg. Section 1.415-2(d)(2) plus any
      elective deferrals (as defined in Code Section 402(g)(3)), any amounts
      that are not includible in the gross income of the Participant by reason
      of Code Section 125, and amounts received as a qualified transportation
      fringe under Code Section 132(f), and shall exclude all forms of
      remuneration described in Treas. Reg. Section
    1.415-2(d)(3).













43
















	
      
	
      (c)
	
      Limitation
      Year
      shall mean the Plan Year. 







12.5 Special
Rules:





	 	
      (a)
	
      The
      Compensation limitation referred to in Section 12.2(a)(2) or 12.2(b)(2)
      shall not apply to:








	 	 	
      (1)
	
      Any
      contribution for medical benefits (within the meaning of Section
      419A(f)(2) of the Code) after separation from service which is otherwise
      treated as an Annual Addition, or

       







	 	 	
      (2)
	
      Any
      amount otherwise treated as an Annual Addition under Section
      415(l)(1)
      of the Code.

       







	 	
      (b)
	
      Recomputation
      Not Required. The Annual Addition for any Limitation Year beginning before
      January 1, 1987 shall not be recomputed to treat all Employee
      Contributions as an Annual Addition.





	
      
	
      
	
      





	 	
      (c)
	
      Adjustment
      of Defined Benefit Plan Fraction. If the Plan satisfied the applicable
      requirements of Section 415 of the Code as in effect for all Limitation
      Years beginning before January 1, 1987, an amount shall be subtracted from
      the numerator of the defined benefit plan fraction (not exceeding such
      numerator) as prescribed by the Secretary of the Treasury so that the sum
      of the defined benefit plan fraction and defined contribution plan
      fraction computed under Section 415(e)(1) of the Code (as revised by this
      Section) does not exceed 1.0 for such Limitation
Year.







12.6 Limitation
of Benefits and Contributions:





	 	
      (a)
	
      Effective
      for Limitation Years beginning prior to January 1, 2000, if an Employee is
      or was a Participant in one or more defined benefit plans and one or more
      defined contribution plans maintained by the Employer, the sum of the
      Defined Benefit Plan Fraction and his Defined Contribution Plan Fraction
      (as defined herein) shall not exceed 1.0 for any year. If the sum of the
      Defined Benefit Plan Fraction and the Defined Contribution Plan Fraction
      shall exceed 1.0 in any year for any Participant in this Plan, the
      Employer shall adjust the numerator of the Defined Benefit Plan Fraction
      so that the sum of the Defined Benefit Plan Fraction and the Defined
      Contribution Plan Fraction shall not be in excess of 1.0 in any year for
      such Participant in accordance with the provisions set forth above,
      specifically incorporated by reference
thereto.








	
      
	
      
	
      













44
















	 	
      (b)
	
      For
      the purpose of this section, the term “Defined Benefit Plan Fraction” for
      any year shall mean a fraction, the numerator of which is the projected
      annual benefit payable to a Participant as of the close of the then
      current year under all plans maintained by the Employer and the
      denominator of which is the lesser of:





	
      
	
      
	
      





	 	 	
      (1)
	
      The
      product of 1.25 multiplied by the maximum dollar limitation for the Plan
      Year concerned as provided under Internal Revenue Code Section 415, or
      

       







	 	 	
      (2)
	
      The
      product of 1.4 multiplied by the applicable percentage of compensation
      limit as defined for this purpose under Internal Revenue Code Section
      415.

       







	 	
      (c)
	
      The
      term “Defined Contribution Plan Fraction” for any year shall mean a
      fraction the numerator of which is the aggregate amount of annual
      additions made to a Participant’s Accounts under all plans maintained by
      the Employer as of the close of the then current year and the denominator
      of which is the sum of the lesser of the following amounts determined for
      such year and for each prior Year of Service with the
      Employer:

       







	 	 	
      (1)
	
      The
      product of 1.25 multiplied by the maximum dollar limitation for the Plan
      Year concerned as provided under Internal Revenue Code Section 415,
      or

       







	 	 	
      (2)
	
      The
      product of 1.4 multiplied by the applicable percentage of Compensation
      limit as defined for this purpose under Internal Revenue Code Section
      415.







12.7 Transitional
Rule: At the
Committee’s election, with respect to any year ending after December 31, 1982,
the amount taken into account in determining the Defined Contribution Plan
Fraction with respect to each Participant for all years ending before January 1,
1983, shall be an amount equal to the product of (a) and (b), where:






	 	
      (a)
	
      Is
      the Defined Contribution Plan Fraction in effect for the Plan Year ending
      in 1982, and





	
      
	
      
	
      





	 	
      (b)
	
      Is
      the Transition Fraction.







“Transition
Fraction” means a fraction the numerator of which is the lesser of $51,874 or
1.4 multiplied by 25% of the Compensation of the Participant for the year ending
in 1981, and the denominator of which is the lesser of $41,500 or 25% of the
Compensation of the Participant for the year ending in 1981. 




If the
plan is a Top-Heavy Plan, as defined by the Tax Equity and Fiscal Responsibility
Act of 1982, then $41,500 shall be substituted for $51,874 in the numerator of
the Transition Fraction. 










45












12.8 Effective
Date: The
provisions of the foregoing Sections 12.1 through 12.7 shall become effective
for Plan Years beginning on and after January 1, 1987.




12.9 Maximum
Amount of Deferrals:
Effective January 1, 1987:





	 	
      (a)
	
      In
      no event shall the aggregate of Deferrals under Section 4.1 (including
      Additional Contributions made as Deferrals under Section 4.3(a)) and such
      other elective deferrals as defined in Section 402(g)(3) of the Code made
      on a Participant’s behalf under the Plan and all other qualified cash or
      deferred arrangements maintained by the Company or any Affiliate with
      respect to any calendar year exceed the dollar limit in effect with
      respect to such year in accordance with Section 402(g)(5) of the Code and
      the regulations thereunder. Notwithstanding the foregoing, the Plan
      Manager shall be empowered to prescribe such nondiscriminatory rules as it
      deems necessary or advisable to facilitate the ease of administration of
      this limit, including but not limited to, permitting more frequent changes
      in contribution rates than are otherwise permitted under Section
      4.5.





	
      
	
      
	
      





	 	
      (b)
	
      Notwithstanding
      any other provision of the Plan, if the aggregate of Deferrals (including
      Additional Contributions made as Deferrals under Section 4.3(a)) and such
      other elective deferrals as defined in Section 402(g)(3) of the Code made
      on a Participant’s behalf under the Plan and all other qualified cash or
      deferred arrangements maintained by the Company or any Affiliate with
      respect to any calendar year exceed the dollar limit in effect with
      respect to such year in accordance with Section 402(g)(5) of the Code and
      the regulations thereunder, the Excess Deferral (as hereinafter defined)
      and earnings thereon shall be distributed to the Participant as soon as
      practicable after the Plan Manager determines that the Excess Deferral was
      made, but no later than the April 15 of the year following the calendar
      year in which the Excess Deferral arose. Any amount returned to a
      Participant pursuant to this Section 12.9(b) shall be withdrawn first from
      any amounts invested in Investment Funds other than the Common Stock Fund,
      and then, if necessary, from the Common Stock
Fund.





	
      
	
      
	
      





	 	
      (c)
	
      Notwithstanding
      any other provision of the Plan, if the aggregate of Deferrals (including
      Additional Contributions made as Deferrals under Section 4.3(a)) and such
      other elective deferrals as defined in Section 402(g)(3) of the Code made
      on a Participant’s behalf under any other qualified cash or deferred
      arrangement not maintained by the Company or any Affiliate with respect to
      any calendar year exceed
      the dollar limit in effect with respect to such year in accordance with
      Section 402(g)(5) of the Code and the regulations thereunder, the Excess
      Deferrals (as hereinafter defined) and earnings allocable thereto may be
      distributed no later than April 15 of the calendar year following the
      calendar year of the deferral, to Participants who claim such allocable
      Excess Deferrals for the preceding calendar
year.







 










46
















	 	
      (d)
	
      For
      purposes of this Section 12.9, “Excess Deferrals” shall mean the amount of
      “elective deferrals” (within the meaning of Section 402(g)(3) of the Code)
      for a calendar year that are in excess of the applicable dollar limitation
      under Section 402(g) of the Code and are allocable to this
      Plan.





	
      
	
      
	
       





	 	
      (e)
	
      For
      purposes of Section 12.9(c), a Participant’s claim shall be in writing;
      shall be submitted to the Plan Manager no later than March 1 of the
      calendar year following the calendar year in which the Excess Deferrals
      were contributed; shall specify the Participant’s Excess Deferrals for the
      preceding calendar year; and shall be accompanied by the Participant’s
      written statement that if such amounts are not distributed, such Excess
      Deferrals, when added to amounts deferred under other plans or
      arrangements described in Sections 401(k), 408(k), 403(b) or 501(c)(18) of
      the Code for the calendar year, exceeds the limit imposed on the
      Participant under Section 402(g) of the Code for such calendar year. In
      the absence of such written notice, the amount of such Excess Deferrals
      shall be subject to all limitations on withdrawals and distributions
      applicable to Deferrals.




 


	 	
      (f)
	
      The
      amount of Excess Deferrals that may be distributed under this Section 12.9
      with respect to any Participant for any calendar year shall be reduced by
      the amount of any Excess Deferral Contributions previously distributed or
      recharacterized pursuant to Section 12.10, if any, for the Plan Year, in
      accordance with regulations issued under Section 402(g) of the Code. The
      Excess Deferrals distributed to a Participant with respect to a year shall
      be adjusted for earnings and losses for the Plan Year in accordance with
      the provisions of Article VII and shall in no event exceed the
      Participant’s Deferral Account under the
Plan.







12.10 Non-Discrimination
Limitation on Deferral Contributions:
Effective January 1, 1997:





	 	
      (a)
	
      Notwithstanding
      any other provision of the Plan to the contrary, the Plan Manager shall
      limit the amount of Deferral Contributions made on behalf of each Highly
      Compensated Employee for each Plan Year, in addition to all such salary
      reduction contributions under all other qualified cash or deferred
      arrangements (as defined in Section 401(k) of the Code) maintained by the
      Company or an Affiliate in which the Participant participates, to the
      extent necessary to ensure that either of the following tests is
      satisfied:








	
      
	
      
	
      













47
















	 	 	
      (1)
	
      the
      Actual Deferral Percentage (as hereinafter defined) for the group of
      Highly Compensated Employees who are eligible to participate in the Plan
      is not more than the Actual Deferral Percentage for the preceding Plan
      Year of all other Employees who were eligible to participate in the Plan
      during such preceding Plan Year multiplied by 1.25; or

       







	 	 	
      (2)
	
      the
      excess of the Actual Deferral Percentage for the group of Highly
      Compensated Employees who are eligible to participate in the Plan over the
      Actual Deferral Percentage for the preceding Plan Year of all other
      Employees who are eligible to participate in the Plan is not more than two
      percentage points, and the Actual Deferral Percentage for the group of
      Highly Compensated Employees who are eligible to participate in the Plan
      is not more than the Actual Deferral Percentage for the preceding Plan
      Year of all other Employees who are eligible to participate in the Plan
      multiplied by 2.0.

       







	 	 	
      (3)
	
      Notwithstanding
      the foregoing, the Plan Manager may elect to determine the permissible
      Actual Deferral Percentage for Highly Compensated Employees who are
      eligible to participate in the Plan for any Plan Year beginning on or
      after January 1, 1997 on the basis of the Actual Deferral Percentage for
      the current Plan Year rather than the preceding Plan Year, of all other
      Employees who are eligible to participate in the Plan, in accordance with
      such regulations, notices or other guidance issued under Section 401(k) of
      the Code.

       







	 	
      (b)
	
      If
      it is determined prior to any payroll period that the amount of Deferral
      Contributions elected to be made thereafter under Section 4.1 or Section
      4.3 would cause the limitation prescribed in this Section 12.10 to be
      exceeded, the amount of Deferral Contributions allowed to be made on
      behalf of Highly Compensated Employees shall be reduced, notwithstanding
      the limitations on contribution rate changes in Section 4.5. Except as is
      hereinafter provided, the Participants to whom such reduction is
      applicable and the amount of such reduction shall be determined pursuant
      to such nondiscriminatory rules as the Plan Manager shall
      prescribe.





	
      
	
      
	
      





	 	
      (c)
	
      In
      addition to the reductions set forth in Subsection 12.10(b), if the
      limitations under Subsection 12.10(a) are exceeded in any Plan Year, the
      Plan Manager may, in accordance with regulations issued under Section
      401(k)(3) of the Code, authorize or require the recharacterization of
      Excess Deferral Contribu-tions as Regular Contributions, provided that the
      recharacterization actually occurs within two and a half (21⁄2) months after
      the close of the Plan Year and pursuant to Section 4.2 for the Plan Year
      so that the limitations in that Plan Year are not exceeded.
    















48
















	 	 	
      Any
      Regular Contributions under the Plan that result from the
      recharacterization of Excess Deferral Contributions in accordance with
      this Subsection, shall be nonforfeitable when made and are distributable
      only in accordance with the distribution and withdrawal provisions that
      are applicable to Salary Deferral Contributions under the
      Plan.




 


	 	
      (d)
	
      To
      the extent such Deferral Contributions exceeding the limitations under
      Subsection 12.10(a) are not recharacterized, the Company may, in its
      discretion, authorize the Employer to make Qualified Nonelective
      Contributions to the Accounts of certain Participants who are not Highly
      Compensated Employees.








	 	
      (e)
	
      To
      the extent the limitations under Subsection 12.10(a) continue to be
      exceeded following such recharacterization or making of Qualified
      Nonelective Contributions, if any, the Excess Deferral Contributions made
      on behalf of Highly Compensated Employees with respect to a Plan Year and
      income allocable thereto for the Plan Year shall then be distributed to
      such Highly Compensated Employees as soon as practicable after the end of
      such Plan Year, but no later than twelve months after the close of such
      Plan Year. The amount of income allocable to Excess Deferral Contributions
      for the Plan Year shall be determined in accordance with the regulations
      issued under Section 401(k) of the Code and the provisions of Article VII.
      The amount of Excess Deferral Contributions distributed to any Participant
      under this subparagraph for any Plan Year shall be reduced by any Excess
      Deferrals previously distributed to such Participant pursuant to Section
      12.9, if any, for such Plan Year. Any amount returned to a Participant
      pursuant to this Section 12.10(e) shall be withdrawn first from any
      amounts invested in Investment Funds other than the Common Stock Fund, and
      then, if necessary, from the Common Stock
Fund.








	 	
      (f)
	
      The
      Plan Manager is authorized to implement rules under which any combination
      of the methods described in the foregoing Subsections 12.10(b), 12.10(c),
      12.10(d) and 12.10(e) may be utilized to assure that the limitations of
      Subsection 12.10(a) are satisfied.







12.11 Nondiscrimination
Limitations on Regular Contributions and Employer
Contributions:
Effective January 1, 1997:





	 	
      (a)
	
      Notwithstanding
      any other provision of the Plan to the contrary, for each Plan Year, the
      Plan Manager shall limit the amount of Regular Contributions under
      Sections 4.2 and 4.3 (including any recharacterized Deferrals pursuant to
      Section 12.10) and Employer Contributions under Section 5.1 made by or on
      behalf of each Highly Compensated Employee to the extent necessary to
      ensure that either of the following tests is
satisfied:








	
      
	
      
	
      













49
















	 	 	
      (1)
	
      the
      Actual Contribution Percentage for the group of Highly Compensated
      Employees who are eligible to participate in the Plan is not more than the
      Actual Contribution Percentage for the preceding Plan Year of all other
      Employees who are eligible to participate in the Plan multiplied by 1.25;
      or

       







	 	 	
      (2)
	
      the
      excess of the Actual Contribution Percentage for the group of Highly
      Compensated Employees who are eligible to participate in the Plan over the
      Actual Contribution Percentage for the preceding Plan Year of all other
      Employees who are eligible to participate in the Plan is not more than two
      percentage points, and the Actual Contribution Percentage for the group of
      Highly Compensated Employees who are eligible to participate in the Plan
      is not more than the Actual Contribution Percentage for the preceding Plan
      Year of all other Employees who are eligible to participate in the Plan
      multiplied by 2.0.

       







	 	 	
      (3)
	
      Notwithstanding
      the foregoing, the Plan Manager may elect to determine the permissible
      Actual Contribution Percentage for Highly Compensated Employees who are
      eligible to participate in the Plan for any Plan Year beginning on or
      after January 1, 1997 on the basis of the Actual Contribution Percentage
      for the current Plan Year rather than the preceding Plan Year, of all
      other Employees who are eligible to participate in the Plan, in accordance
      with such regulations, notices or other guidance issued under Section
      401(k) of the Code.








	 	
      (b)
	
      If
      it is determined prior to any payroll period that the Regular
      Contributions under Section 4.2 or Section 4.3 to be contributed
      thereafter would cause the limitation prescribed in this Section 12.11 to
      be exceeded, the amount of such contributions allowed to be made by or on
      behalf of Highly Compensated Employees shall be reduced, notwithstanding
      the limitations on contribution rate changes in Section 4.5. Except as is
      hereinafter provided, the Participants to whom such reduction is
      applicable and the amount of such reduction shall be determined pursuant
      to such nondiscriminatory rules as the Plan Manager shall
      prescribe.





	
      
	
      
	
      





	 	
      (c)
	
      Notwithstanding
      the foregoing paragraph, if with respect to any Plan Year amounts
      contributed by or on behalf of Highly Compensated Employees exceed the
      applicable limit set forth in Subsection 12.11(a), the Company may, in its
      discretion, authorize the making of additional contributions to the
      Accounts of Participants who are not Highly Compensated Employees, which
      additional contributions shall either be Qualified Nonelec-tive
      Contributions or additional Employer Contributions under Section 5.1. In
      addition, in accordance with regulations issued under Section 401(m) of
      the Code, the Plan Manager may elect to treat amounts attributable to
      Deferrals as such additional Employer Contributions solely for the
      purposes of satisfying the limitations of Subsection
    12.11(a).
















50
















	 	
      (d)
	
      If
      the limitations under Subsection 12.11(a) continue to be exceeded
      following such Qualified Nonelective Contributions or additional Employer
      Contribution amounts, if any, the Excess Aggregate Contributions made with
      respect to Highly Compensated Employees with respect to such Plan Year,
      and any income attributable thereto, shall be distributed to Highly
      Compensated Employees in an amount equal to each such Participant’s
      Regular Contributions under Section 4.3 (including recharacterized
      Deferral Contributions). 





	
      
	
      
	
       





	 	
      (e)
	
      If
      the limitations under Subsection 12.11(a) continue to be exceeded
      following the distributions described in Subsect-ion (d), the Regular
      Contributions under Section 4.2 and associated Employer Contributions
      along with earnings attributable to such amounts for the Plan Year shall
      be distributed (to the extent already vested and, if not vested,
      forfeited) to the extent of the remaining Excess Aggregate Contributions,
      as determined pursuant to such rules and regulations as shall be
      prescribed by the Internal Revenue Service under Section 401(m) of the
      Code and the provisions of Article VII, to the affected Highly Compensated
      Employees. Any such forfeitures shall be utilized no later than as of the
      last day of the Plan Year in which such forfeiture occurs to reduce future
      Employer Contributions and to defray administrative expenses of the
      Plan.





	
      
	
      
	
       





	 	
      (f)
	
      All
      Excess Aggregate Contributions and any income allocable thereto shall be
      forfeited or distributed, as described above, as soon as practicable after
      the close of the Plan Year, but no later than twelve months after the
      close of the Plan Year in which they occur. The amount of income allocable
      to Excess Aggregate Contributions shall be determined in accordance with
      the regulations issued under Section 401(m) of the Code and the provisions
      of Article VII. The Plan Manager is authorized to implement rules under
      which any combination of the methods described in the foregoing
      Subsections 12.11(b), 12.11(c), 12.11(d), and 12.11(e) may be utilized to
      assure that the limitations of Subsection 12.11(a) are satisfied. Any
      amount returned to a Participant pursuant to Section 12.11(d) or Section
      12.11(e) shall be withdrawn first from any amounts invested in Investment
      Funds other than the Common Stock Fund, and then, if necessary, from the
      Common Stock Fund.





	
      
	
      
	
      





	 	
      (g)
	
      Notwithstanding
      anything to the contrary in Sections 12.10 or 12.11, effective January 1,
      1989, Deferrals, Regular Contributions, and Employer Contributions may not
      be made to this Plan in violation of the rules prohibiting multiple use of
      the alternative limitation described in Sections 401(k)(3)(A)(ii)(II) and
      401(m)(2)(A)(ii) of the Code and the provisions of Treasury Regulation
      section 1.401(m)-2(b) and any further guidance issued thereunder. If such
      multiple use occurs,
      the Actual Contribution Percentages for all Highly Compensated Employees
      (determined after applying the foregoing provisions of Sections 12.10 and
      12.11) shall be reduced in accordance with Treasury Regulation section
      1.401(m)-2(c) and any further guidance issued thereunder in order to
      prevent such multiple use of the alternative limitation.

      










	 	 	
      Anything
      herein to the contrary notwithstanding, the aggregate limit on
      contributions (the “multiple use test”) described in Treasury Regulation
      section 1.401(m)-2 and this Section 12.11(g) shall not apply for Plan
      Years beginning after December 31, 2001.





	
      
	
      
	
      





	 	
      (h)
	
      Notwithstanding
      anything in the Plan to the contrary, if the rate of Employer
      Contributions, deter-mined after application of the corrective mechanisms
      described in Section 12.10 and the foregoing provisions of Section 12.11,
      discriminates in favor of Highly Compensated Employees, any such amounts
      attributable to any Excess Deferral Contributions, Excess Aggregate
      Contributions, or Excess Deferrals (as described in Subsection 12.9(d)) of
      each affected Highly Compensated Employee shall be forfeited so that the
      rate of contribution is nondiscriminatory. Any such forfeitures shall be
      made no later than the end of the Plan Year following the Plan Year for
      which the contribution was made. Forfeitures, if any, shall be used no
      later than as of the end of the Plan Year in which they occur to reduce
      future Employer Contributions or to defray administrative expenses of the
      Plan. Any amount forfeited pursuant to this Section 12.11(h) shall be
      forfeited first from any amounts invested in Investment Funds other than
      the Common Stock Fund, and then, if necessary, from the Common Stock
      Fund.













51









12.12 Definitions: For
purposes of Sections 12.9, 12.10, and 12.11 (as well as such other provisions of
the Plan specifically referring to a definition in this Section 12.12), the
following terms have the following meanings:





	 	
      (a)
	
      The
      term “Actual Deferral Percentage” means, for a specified group of
      Employees who are eligible to participate in the Plan for a Plan Year, the
      average of the ratios (calculated separately for each person in such
      group) of:








	 	 	
      (1)
	
      the
      aggregate of the Deferral contributions (including any Additional
      Contributions treated as Deferrals, but excluding any catch-up
      contributions made under Section 4.3(b)) and any Qualified Non-elective
      Contributions (as hereinafter defined) which, in accordance with the rules
      set forth in Treasury Regulation Section 1.401(k)-1(b)(4) and (5) are, at
      the election of the Plan Manager, in fact taken into account with respect
      to such Plan Year, to




 


	 	 	
      (2)
	
      such
      Employee’s Compensation taken into account for the Plan Year. In
      determining the Actual Deferral Percentages for a Plan Year, any
      Participant who is suspended from participation pursuant to Section 8.1
      and, to the extent required by Section 401(k) of the Code and the
      regulations and other guidance issued thereunder, any Employee who waives
      participation under Section 2.14 shall be treated as an eligible
      Participant. In all events, Actual Deferral Percentages shall be
      determined in accordance with all of the applicable requirements
      (including, to the extent applicable, the plan aggregation requirements)
      of Section 401(k) of the Code, and the regulations and other guidance
      issued thereunder.

       







	 	
      (b)
	
      The
      term “Actual Contribution Percentage” means, for a specified group of
      Employees who are eligible to participate in the Plan, the average of the
      ratios (calculated separately for each person in such group)
      of:








	 	 	
      (1)
	
      the
      aggregate of the Regular Contributions and Employer Contributions
      (including Additional Contributions treated as Regular Contributions, in
      addition to such other contributions, including Qualified Nonelective
      Contributions or Deferrals and including all such Contributions made under
      all other plans subject to Section 401(m) of the Code maintained by the
      Company or an Affiliate in which the Participant participates, which, in
      accordance with applicable rules and regulations promulgated by the
      Internal Revenue Service, the Plan Manager elects to aggregate with such
      Regular Contributions for purposes of demonstrating compliance with the
      requirements of Section 401(m)(2) of the Code) which are paid to the Trust
      Fund by or on behalf of each such Employee for a Plan Year,
to

       







	 	 	
      (2)
	
      such
      Employee’s Compensation taken into account for such Plan
Year.

       







	 	 	 	
      In
      determining the Actual Contribution Percentage for a Plan Year, any
      Participant who is suspended from participation pursuant to Section 8.1
      and, to the extent required by Section 401(m) of the Code and the
      regulations and other guidance issued thereunder, any Employee who waives
      participation under Section 2.15 shall be treated as an eligible
      Participant. In all events, Actual Contribution Percentages shall be
      determined in accordance with all of the applicable requirements
      (including, to the extent applicable, the plan aggregation requirements)
      of Section 401(m) of the Code, and the regulations and other guidance
      issued thereunder.




 


	
      
	
      
	
      













52
















	 	
      (c)
	
      The
      term “Compensation” means, for Plan Years beginning before January 1,
      2001, wages within the meaning of Section 3401(a) of the Code (without
      regard to any rules under Section 3401(a) that limit the remuneration
      included in wages based on the nature or location of the employment or the
      services performed (such as the exception for agricultural labor in
      Section 3401(a)(2)) and all other payments of compensation to an Employee
      by the Company (in the course of the Company’s trade or business) for
      which the Company is required to furnish the Employee a written statement
      under Sections 6401(d), 6051(a)(3) and 6052 of the Code (a Form W-2),
      modified to include all amounts currently not included in the Employee’s
      gross income by reason of Sections 125, 132(f)(4) and 402(e)(3) of the
      Code (for Plan Years beginning on and after January 1, 1998). For
      purposes of this Section for Plan Years beginning on or after January 1,
      2001, the term “Compensation” shall include all forms of remuneration
      described in Treas. Reg. Section 1.415-2(d)(2) plus any elective deferrals
      (as defined in Code Section 402(g)(3)), any amounts that are not
      includible in the gross income of the Participant by reason of Code
      Section 125, and amounts received as a qualified transportation fringe
      under Code Section 132(f), and shall exclude all forms of remuneration
      described in Treas. Reg. Section
1.415-2(d)(3).








	 	 	
      Notwithstanding
      the foregoing, the total amount of Compensation taken into account for any
      Plan Year shall not exceed the applicable annual compensation limitation
      in effect under Section 401(a)(17) of the Code, as adjusted by the
      Internal Revenue Service for increases in the cost of living in accordance
      with Section 401(a)(17) of the Code and the regulations and other guidance
      issued thereunder. If the Plan Year consists of fewer than twelve months,
      the foregoing annual Compensation limit will be multiplied by a fraction,
      the numerator of which is the number of months in the Plan Year, and the
      denominator of which is twelve. In the case of an Employee who begins,
      resumes, or ceases to be eligible to make contributions during a Plan
      Year, the amount of Compensation included in the Actual Deferral
      Percentage and Actual Contribution Percentage test is the amount of
      Compensation received by the Employee during the entire Plan
      Year.




 


	 	
      (d)
	
      The
      term “Excess Aggregate Contributions” means, with respect to each Highly
      Compensated Employee, the amount equal to the total amount of Regular
      Contributions under Section 4.2 (including Additional Contributions
      treated as Regular Contributions) and Employer Contributions under Section
      5.1 (determined prior to the application of the leveling procedure
      described below) (“Aggregate Contributions”) minus the product of the
      Employee’s Actual Contribution Percentage (determined after the leveling
      procedure described below) multiplied by the Employee’s Compensation. In
      accordance with the regulations issued under Section 401(m) of the Code,
      Excess Aggregate Contributions shall be determined by a leveling procedure
      under which the Actual Contribution Percentage of
the









 










53















 


	 	 	
      Highly
      Compensated Employee with the highest such percentage shall be reduced to
      the extent required to enable the limitation of Section 12.11(a) to be
      satisfied, or, if it results in a lower reduction, to the extent required
      to cause such Highly Compensated Employee’s Actual Contribution Percentage
      to equal that of the Highly Compensated Employee with the next highest
      percentage. This leveling procedure shall be repeated until the
      limitations of Subsection 12.11(a) are satisfied. Once the leveling
      procedure has been completed, the total dollar amounts of Excess Aggregate
      Contributions shall be determined. This amount shall be distributed in
      accordance with a distribution procedure under which the dollar amount of
      Aggregate Contributions of the Highly Compensated Employee with the
      highest dollar amount of Aggregate Contributions shall be reduced to the
      extent required to distribute the total amount of Excess Aggregate
      Contributions or, if it results in a lower reduction, to the extent
      required to cause such Highly Compensated Employee’s dollar amount of
      Aggregate Contributions to equal the dollar amount of Aggregate
      Contributions of the Highly Compensated Employee with the next highest
      dollar amount of Aggregate Contributions. This distribution procedure
      shall be repeated until all Excess Aggregate Contributions have been
      distributed.








	 	
      (e)
	
      “Excess
      Deferral Contributions” means, with respect to each Highly Compensated
      Employee, the amount equal to total Employee Deferrals on behalf of the
      Employee (determined prior to the application of the leveling procedure
      described below) minus the product of the Employee’s Actual Deferral
      Percentage (determined after application of Section 12.10 and after the
      leveling procedure described below) multiplied by the Employee’s
      Compensation. In accordance with the regulations issued under Section
      401(k) of the Code, Excess Deferral Contributions shall be determined by a
      leveling procedure under which the Actual Deferral Percentage of the
      Highly Compensated Employee with the highest such percentage shall be
      reduced to the extent required to enable the limitation of Section
      12.10(a) to be satisfied, or, if it results in a lower reduction, to the
      extent required to cause such Highly Compensated Employee’s Actual
      Deferral Percentage to equal the Actual Deferral Percentage of the Highly
      Compensated Employee with the next highest Actual Deferral Percentage.
      This leveling procedure shall be repeated until the limitations of Section
      12.10(a) are satisfied. Once the leveling procedure has been completed,
      the total dollar amounts of Excess Deferral Contributions shall be
      determined. This amount shall be distributed in accordance with a
      distribution procedure under which the dollar amount of Employee Deferrals
      of the Highly Compensated Employee with the highest dollar amount of
      Employee Deferrals shall be reduced to the extent required to distribute
      the total amount of Excess Deferral Contributions or, if it results in a
      lower reduction, to the extent required to cause such Highly Compensated
      Employee’s dollar amount of Employee Deferrals to equal the dollar amount
      of Employee Deferrals of the Highly Compensated Employee with the
      next
      highest dollar amount of Employee Deferrals. This distribution procedure
      shall be repeated until all Excess Deferral Contributions have been
      distributed.

      










	 	
      (f)
	
      “Qualified
      Nonelective Contributions” means contributions that are made pursuant to
      Sections 12.10(c) or 12.11(c), meet the requirements of Section
      401(m)(4)(C) of the Code and the regulations issued thereunder, and which
      are designated as a Qualified Nonelective Contribution for purposes of
      satisfying the limitations of Sections 12.10(a) or 12.11(a). Qualified
      Nonelective Contributions shall be nonforfeitable when made and are
      distributable only in accordance with the distribution and withdrawal
      provisions that are applicable to Tax Deferred Contributions under the
      Plan; provided, however, that Qualified Nonelective Contributions may not
      be withdrawn on account of financial hardship. If any Qualified
      Nonelective Contributions are made, the Company shall keep such records as
      necessary to reflect the amount of such contributions made for purposes of
      satisfying the limitations of Section 12.10(a) or Section 12.11(a).
      Qualified Nonelective Contributions may be taken into account for purposes
      of the limitations in Sections 12.10(a) or 12.11(a) only if the
      nondiscrimination and plan aggregation conditions described in Treasury
      Regulation sections 1.401(m)-1(b)(5) and 1.401(k)-1(b)(5) and any other
      guidance issued thereunder are satisfied. 







 










54












ARTICLE
XIII. TOP HEAVY PROVISIONS

 

13.1 General
Rule: For any
Plan Year for which the Plan is a “Top-Heavy Plan” as defined in Section 13.7
below, any other provisions of the Plan to the contrary notwithstanding, this
Plan shall be subject to the following provisions: 





	 	
      (a)
	
      The
      vesting provisions of Section 13.2.





	
      
	
      
	
      





	 	
      (b)
	
      The
      minimum benefit provisions of Section 13.3.





	
      
	
      
	
      





	 	
      (c)
	
      The
      limitation on benefits set by Section 13.4.







13.2 Vesting
Provisions: Each
Participant shall have a nonforfeitable right to the Employer’s Contributions
and earnings thereon as provided in Article X. 




13.3 Minimum
Benefit Provisions: Each
Participant who is a Non-Key Employee (as defined in Section 13.9 below) shall
be entitled to an Employer Contribution of the lesser of (i) three percent of
such Participant’s annual Compensation as defined in Section 12.4(b) or (ii) the
highest actual percentage Employer Contributions made or required to be made on
behalf of any Key Employee. Notwithstanding the preceding sentence, a
Participant shall not be entitled to any minimum Employer Contribution under
this Section 13.3 if the Employer maintains a defined benefit plan providing
benefits on behalf of Participants in this Plan and the defined benefit plan
provides a minimum top heavy benefit.




13.4 Limitation
on Benefits: In the
event that the Employer also maintains a defined benefit plan providing benefits
on behalf of Participants in this Plan, one of the two following provisions
shall apply: 





	 	
      (a)
	
      If
      for the Plan Year this Plan would not be a “Top-Heavy Plan” as defined in
      Section 13.7 below if “90 percent” were substituted for “60 percent,” then
      Section 13.3 shall apply for such Plan Year as if amended so that the
      minimum Employer Contribution is four percent of the Participant’s annual
      compensation.





	
      
	
      
	
      





	 	
      (b)
	
      Effective
      for Limitation Years beginning prior to January 1, 2000, if for the Plan
      Year this Plan would continue to be a “Top-Heavy Plan” as defined in
      Section 13.7 below if “90 percent” were substituted for “60 percent,” then
      the denominator of both the Defined Contribution Plan Fraction and the
      Defined Benefit Plan Fraction shall be calculated as set forth in Section
      12.6 for the Limitation Year by substituting “1.0” for “1.25” in each
      place such figure appears, except with respect to any individual for whom
      there are no Employer Contributions, forfeitures or voluntary
      nondeductible contributions allocated or accruals for such individual
      under the defined benefit plan.


















55















13.5 Coordination
with Other Plans: In the
event that another defined contribution or defined benefit plan maintained by
the Employer provides contributions or benefits on behalf of Participants in
this Plan, such other plan shall be treated as a part of this Plan pursuant to
applicable principles (such as Rev. Rul. 81-202 or any successor ruling) in
determining whether this Plan satisfies the Top-Heavy requirements.




13.6 Top-Heavy
Plan Definition: This
Plan shall be a “Top-Heavy Plan” for any Plan Year if, as of the Determination
Date (as defined in (a) below), the aggregate of the Account balances for
Participants (including former Participants) who are Key Employees (as defined
in Section 13.8 below) exceeds 60 percent of the aggregate of the Account
balances for all Participants or if this Plan is required to be in an
Aggregation Group (as defined in (b) below) which for such Plan Year is a
Top-Heavy Group (as defined in (c) below). 





	 	
      (a)
	
      “Determination
      Date” means for any Plan Year the last day of the immediately preceding
      Plan Year.





	
      
	
      
	
      





	 	
      (b)
	
      “Aggregation
      Group” means the group of plans, if any, that includes both the group of
      plans that are required to be aggregated and the group of plans that are
      permitted to be aggregated.








	 	 	
      (1)
	
      The
      group of plans that are required to be aggregated (the “Required
      Aggregation Group”) includes:

       







	 	 	 	
      (i)
	
      Each
      plan of the Employer in which a Key Employee is a participant,
      and





	
      
	
      
	
      
	
      
	
      





	 	 	 	
      (ii)
	
      Each
      other plan of the Employer which enables a Plan in which a Key Employee is
      a participant to meet the requirements of either Code Sections 401(a)(4)
      or 410.





	
      
	
      
	
      
	
      
	
      





	 	 	
      (2)
	
      The
      group of plans that are permitted to be aggregated (the “Permissive
      Aggregation Group”) includes any plan that is not part of the Required
      Aggregation Group that the Plan Manager certifies as constituting a plan
      within the Permissive Aggregation Group. Such plans may be added to the
      Permissive Aggregation Group only if, after the addition, the Aggregation
      Group as a whole continues to meet the requirements of both Code Sections
      401(a)(4) and 410.

       







	 	
      (c)
	
      “Top-Heavy
      Group” means the Aggregation Group, if as of the applicable Determination
      Date, the sum of the actuarial present value of the cumulative accrued
      benefits for Key Employees under all defined benefit plans included in the
      Aggregation Group plus the aggregate of the Accounts of Key Employees
      under all 

      defined
      contribution plans included in the Aggregation Group exceeds 60 percent of
      the sum of the actuarial present value of the cumulative accrued benefits
      for Key Employees under all such defined benefit plans plus the aggregate
      Accounts for all employees under such defined contribution
      plans.










	 	
      (d)
	
      Effective
      for Plan Years beginning after December 31, 1986, solely for the purpose
      of determining if the Plan, or any other plan included in a required
      aggregation group of which this Plan is a part, is top-heavy (within the
      meaning of Section 416(g) of the Code) the accrued benefit of an Employee
      other than a key employee (within the meaning of Section 416(i)(l) of the
      Code) shall be determined under (a) the method, if any, that uniformly
      applies for accrual purposes under all plans maintained by the Affiliated
      Employer, or (b) if there is no such method, as if such benefit accrued
      not more rapidly than the slowest accrual rate permitted under the
      fractional accrual rate of Section 411(b)(1)(C) of the
    Code.





	
      
	
      
	
      





	 	
      (e)
	
      In
      determining whether this plan constitutes a “Top-Heavy Plan,” the Plan
      Manager shall make the following adjustments in connection
      therewith:





	
      
	
      
	
      





	 	 	
      (1)
	
      In
      determining the actuarial present value of the cumulative accrued benefit
      or the amount of the Account of any Employee, such actuarial present value
      or Account shall include the amount in dollar value of the aggregate
      distributions made to such Employee under the applicable plan during the
      five-year period ending on the Determination Date. Such amounts shall also
      include distributions to Employees which represented the entire amount
      credited to their Accounts under the applicable plan.

       







	 	 	
      (2)
	
      Further,
      in making such determination such actuarial present value or such Account
      shall not include any rollover contribution (or similar transfer)
      initiated by the Employee and made after December 31, 1983, to an
      applicable plan with respect to whether such plan is Top-Heavy or the
      Aggregation Group of which it is a part is a Top-Heavy Group.

       











 







56










	 	 	
      (3)
	
      Further,
      in making such determination, in any case where an individual is a
      “Non-Key Employee,” as defined below, with respect to an applicable plan
      but was a Key Employee with respect to such plan for any prior Plan Year,
      any accrued benefit and any Account of such Employee shall be altogether
      disregarded. For this purpose, to the extent that a Key Employee is deemed
      to be a Key Employee if he or she met the definition of Key Employee
      within any of the four preceding Plan Years, this provision shall apply
      following the end of such period of
time.





 

13.7 Key
Employee: The term
“Key Employee” means any Participant (and any beneficiary of a Participant)
under this Plan who, at any time during the Plan Year of the Determination Date
or during any of the four preceding Plan Years, is or was one of the following:






	 	
      (a)
	
      An
      officer of the Employer having an annual compensation greater than 150% of
      the dollar limit on contributions under Internal Revenue Code Section
      415(c)(1)(A) in effect for any such Plan Year. For any such Plan Year,
      there shall be treated as officers no more than the lesser
    of:





	
      
	
      
	
      





	 	 	
      (1)
	
      50
      Employees, or




 


	 	 	
      (2)
	
      10
      percent of the Employees, or if greater than 10 percent, three
      Employees.







            For this purpose, the
highest paid officers shall be selected.





	 	
      (b)
	
      One
      of the 10 Employees owning (or considered as owning, in accordance with
      applicable principles, such as Internal Revenue Code Section 318 or a
      successor provision) the largest interests in the
  Employer.





	
      
	
      
	
      





	 	
      (c)
	
      Any
      person who owns (or is considered as owning, in accordance with applicable
      principles, such as Internal Revenue Code Section 318 or a successor
      provision) more than five percent of the outstanding stock of the Employer
      or stock possessing more than five percent of the combined total voting
      power of all stock of the Employer.





	
      
	
      
	
      





	 	
      (d)
	
      Any
      person who owns (or is considered as owning, in accordance with applicable
      principles, such as Internal Revenue Code Section 318 or a successor
      provision) more than one percent of the outstanding stock of the Employer
      or stock possessing more than five percent of the combined total voting
      power of all stock of the Employer and receives annual compensation from
      the Employer of more than $150,000.







13.8 Non-Key
Employee: The term
“Non-Key Employee” means any Employee (and any beneficiary of an Employee) who
is not a Key Employee. 




13.9 Collective
Bargaining Rules: The
provisions of Sections 13.2, 13.3 and 13.4 above do not apply with respect to
any Employee included in a unit of employees covered by a collective bargaining
agreement and who is covered by such agreement unless the application of such
Sections has been agreed upon with the collective bargaining agent.











57















13.10 Distribution
to Key Employees:
Notwithstanding any other provision of this Plan, the entire interest in this
Plan of each Participant who is or at any time has been a Key Employee shall be
distributed (or distribution of such interest shall have begun) to such
Participant not later than April 1 of the taxable year of the Participant in
which the Participant attains age 701⁄2.




13.11 EGTRRA
Modifications to Article 13:
Notwithstanding any other provision of this Article 13, this Section 13.11 shall
apply for purposes of determining whether the Plan is a top-heavy plan under
Code Section 416(g) of for Plan Years beginning after December 31, 2001, and
whether the Plan satisfies the minimum benefits requirements of Code Section
416(c) for such years. This Section modifies the rules in this Article 13 for
Plan Years beginning after December 31, 2001.





	 	
      (a)
	
      Determination
      of top-heavy status.








	 	 	
      (1)
	
      Key
      Employee. Key Employee means any Employee or former Employee (including
      any deceased Employee) who at any time during the Plan Year that includes
      the Determination Date was an officer of the Employer having annual
      compensation greater than $130,000 (as adjusted under Code Section
      416(i)(1) for Plan Years beginning after December 31, 2002), a 5-percent
      owner of the Employer, or a 1-percent owner of the Employer having annual
      compensation of more than $150,000. For this purpose, annual compensation
      means compensation within the meaning of Code Section 415(c)(3). The
      determination of who is a Key Employee will be made in accordance with
      Code Section 416(i)(1) and the applicable regulations and other guidance
      of general applicability issued thereunder.








	 	 	
      (2)
	
      Determination
      of present values and amounts. This paragraph (2) shall apply for purposes
      of determining the present values of accrued benefits and the amounts of
      account balances of Employees as of the Determination
  Date.





	
      
	
      
	
      





	 	 	 	
      (A)
	
      Distributions
      during year ending on the Determination Date. The present values of
      accrued benefits and the amounts of account balances of an Employee as of
      the Determination Date shall be increased by the distributions made with
      respect to the Employee under the Plan and any plan aggregated with the
      Plan under Code Section 416(g)(2) during the 1-year period ending on the
      Determination Date. The preceding sentence shall also apply to
      distributions under a terminated plan which, had it not been terminated,
      would have been aggregated with the Plan under Code Section
      416(g)(2)(A)(i). In the case of a distribution made for a reason other
      than separation from service, death, or disability, this provision shall
      be applied by substituting 5-year period for 1-year
  period.





	
      
	
      
	
      





	 	 	 	
      (B)
	
      Employees
      not performing services during year ending on the Determination Date. The
      accrued benefits and accounts of any individual who has not performed
      services for the Employer during the 1-year period ending on the
      Determination Date shall not be taken into
account.













58


















	 	
      (b)
	
      Minimum
      benefits/Matching contributions. Employer matching contributions shall be
      taken into account for purposes of satisfying the minimum contribution
      requirements of Code Section 416(c)(2) and the Plan. The preceding
      sentence shall apply with respect to matching contributions under the Plan
      or, if the Plan provides that the minimum contribution requirement shall
      be met in another plan, such other plan. Employer matching contributions
      that are used to satisfy the minimum contribution requirements shall be
      treated as matching contributions for purposes of the actual contribution
      percentage test and other requirements of Code Section
401(m).

       







	 	
      (c)
	
      The
      top-heavy requirements of Code Section 416 and this Article 10 shall not
      apply in any year beginning after December 31, 2001, in which the Plan
      consists solely of a cash or deferred arrangement which meets the
      requirements of Code Section 401(k)(12) and matching contributions with
      respect to which the requirements of Code Section 401(m)(11) are
      met.





















59












ARTICLE
XIV. VOTING OF STOCK

 

14.1 Voting
of Stock: Each
Participant (or Beneficiary of a deceased Participant) is, for purposes of this
Section 14.1, hereby designated as a “named fiduciary” (within the meaning of
ERISA) with respect to the shares of SCANA Corporation Common Stock credited to
his Account and shall have the right to direct the Trustee with respect to the
vote of the shares of SCANA Corporation Common Stock credited to his Account, on
each matter brought before any meeting of the stockholders of the Company.
Before each such meeting of stockholders, the Company shall cause to be
furnished to each Participant (or Beneficiary) a copy of the proxy solicitation
material, together with a form requesting confidential directions to the Trustee
on how such shares of SCANA Corporation Common Stock credited to such
Participant’s (or Beneficiary’s) Account shall be voted in each such matter.
Upon timely receipt of such directions, the Trustee shall on each such matter
vote as directed the number of shares (including fractional shares) of SCANA
Corporation Common Stock credited to such Participant’s (or Beneficiary’s)
Account, and the Trustee shall have no discretion in such matter. The
instructions received by the Trustee from Participants (or Beneficiaries) shall
be held in confidence and shall not be divulged or released to any person,
including the Committee, the Plan Manager, officers or employees of the Company
or an affiliate. The Trustee shall vote shares of SCANA Corporation Common Stock
for which it has not received direction in the same proportion as directed
shares are voted, and the Trustee shall have no discretion in such
matter.




14.2 Tender
Offer Rights With Respect to Stock: The
provisions of this Section 14.2 shall apply in the event a tender or exchange
offer, including, but not limited to, a tender offer or exchange offer within
the meaning of the Securities Exchange Act of 1934, as from time to time amended
and in effect (hereinafter, a “tender offer”) for SCANA Corporation Common Stock
is commenced by a person or persons. The Trustee shall have no discretion or
authority to sell, exchange or transfer any of such shares pursuant to such
tender offer except to the extent, and only to the extent, as provided in this
Plan and the trust agreement. Each Participant (or Beneficiary) is, for purposed
of this Section 14.2, hereby designated as a “named fiduciary” (within the
meaning of ERISA) with respect to the shares of SCANA Corporation Common Stock
credited to his Account and shall have the right, to the extent of the number of
whole shares of SCANA Corporation Common Stock credited to his Account, to
direct the Trustee in writing as to the manner in which to respond to a tender
offer with respect to shares of SCANA Corporation Common Stock. The Company
shall use its best efforts to timely distribute or cause to be distributed to
each Participant (or Beneficiary) such information as will be distributed to
stockholders of the Company in connection with any such tender offer. Upon
timely receipt of such instructions, the Trustee shall respond as instructed
with respect to such shares of SCANA Corporation Common Stock. The instructions
received by the Trustee from Participants (or Beneficiaries) shall be held by
the Trustee in confidence and shall not be divulged or released to any person,
including the Committee, the Plan Manager, officers or employees of the Company
or an affiliate. If the Trustee shall not receive timely instructions from a
Participant (or Beneficiary) as to the manner in which to respond to such a
tender offer, the Trustee shall not tender or exchange any shares of SCANA
Corporation Common Stock with respect to which such Participant (or Beneficiary)
has the right of direction, and the Trustee shall have no discretion in such
matter.




 

ARTICLE
XV. ADMINISTRATION

 

15.1 Plan
Administrator: The Plan
shall be administered by the Committee, as defined in Section 2.07.





15.2 Powers
and Duties of the Committee: The
Committee is the fiduciary that shall have all such powers as may be necessary
to discharge its duties hereunder, including, but not by way of limitation, the
power, in its discretion, to (a) interpret or construe the Plan, (b) determine
all questions of eligibility, (c) determine the classification, status and
rights of Employees, Participants and beneficiaries of Participants, (d)
determine the amount, manner and time and type of any distribution hereunder,
and (e) fix minimum periods of notice where notice is required, all in a manner
not inconsistent with the terms of the Plan. Benefits under the Plan shall be
paid only if the Committee (or its delegate) determines in its discretion that
the Participant (or beneficiary) is entitled to them. All rules and decisions of
the Committee shall be consistently applied to all persons in similar
circumstances and shall be conclusive and binding upon all persons affected
thereby. The Committee shall be entitled to rely upon certificates of the
Employer and the Trustee as to information pertinent to any determination made
pursuant to the Plan.




The
Committee shall cause to be maintained such books of accounts, records and other
data as may be necessary or advisable in its judgment for the purpose of the
proper administration of the Plan.




The
Committee shall direct the Trustee concerning all payments that shall be made
from the Trust pursuant to the Plan.















60







 


The
Committee, with respect to the Claims Review Procedure specified in Section 15.4
of the Plan, assigns to the Plan Manager the responsibility for making all
initial claims determinations. The Committee shall serve in an appeals review
capacity as to those claims denied by the Plan Manager which the Participant
timely submits in writing to the Committee for review.




If, in
the Committee’s judgment, any person to whom a distribution is due is lacking in
capacity because of illness, accident or otherwise, the Committee may authorize
a distribution to any person or institution that in the Committee’s judgment is
responsible for caring for the person who is entitled to the distribution.





The
Committee may act at a meeting or in writing without a meeting. It may adopt
such rules and regulations as it deems desirable for the conduct of its affairs.
Decisions by the Committee shall be made by the vote or assent of a majority of
its members. The Committee shall have the power to assign or allocate any of its
responsibilities among its members and to designate 


more
persons (including persons who are not members of the Committee) to carry out
its responsibilities. The Committee delegates and assigns to the Plan Manager
primary responsibility for management of the regular operations of the Plan. As
such, the Plan Manager shall have the discretionary authority to decide all
matters for which the Plan Manager is responsible under this Plan, including the
discretionary authority to interpret the applicable Plan terms.







Any
action by the Committee on matters within its discretion shall be final and
binding upon all interested parties.




15.3 Claims
Procedure: Claims
for benefits under the Plan shall be submitted to the Plan Manager in
writing.




15.4 Claims
Review Procedure:





	 	
      (a)
	
      The
      Plan Manager, as the assignee of the Committee per Plan Section 15.2,
      shall make all claims determinations for benefits under the Plan. Within
      90 days after any denial of benefits under the Plan (unless special
      circumstances require an extension of time not to exceed an additional 90
      days for processing the claim, in which event written notice of extension
      shall be furnished to the claimant prior to the termination of the initial
      90-day period, and shall indicate both the special circumstances requiring
      an extension and the date by which the Plan Manager expects to render the
      final decision), the Plan Manager shall give to the Participant whose
      claim has been denied, in whole or in part, a written notice stating the
      following information:





	
      
	
      
	
      





	 	 	
      (1)
	
      the
      specific reason or reasons for denial of the claim;

       







	 	 	
      (2)
	
      a
      specific reference to pertinent provisions of the Plan on which the denial
      is based;

       







	 	 	
      (3)
	
      a
      description of any additional material or information necessary for the
      Participant to perfect his claim and an explanation of why such material
      or information is necessary; and

       







	 	 	
      (4)
	
      an
      explanation of the claims review procedure set forth below.

       







	 	
      (b)
	
      (1)
	
      A
      Participant may request, in writing, a review of his claim provided such
      request is submitted to the Committee within 60 days after receipt of
      written notification of the denial of his claim. Failure of the
      participant to submit a written request for a review of his claim within
      the allowable 60-day period shall constitute an irrevocable consent by the
      Participant to the Plan Manager’s decision denying the benefit claimed,
      and the Plan Manager’s written notice shall so
state.


















61















	 	 	
      (2)
	
      For
      the purpose of presenting his claim for review, the Participant may review
      any pertinent documents of the Plan and submit any issues and comments in
      writing to the Committee.

       







	 	
      (c)
	
      The
      Committee shall make a decision with regard to the claim for review within
      60 days after receipt of such request for review. The decision on the
      review shall be in writing and shall include the specific reason or
      reasons for the decision and references to the pertinent Plan provisions
      on which the decision is based and will be
final.







15.5 Plan
Expenses: Expenses
of administering the Plan shall be paid by the Plan as otherwise provided
herein, except to the extent such expenses are paid by the Employer.





15.6 Actions
Via Electronic or Telephonic Media: Any
reference in the Plan to a requirement for a written designation, application or
consent shall be met if the designation, application or consent is communicated
via telephonic, electronic, or other media in a manner prescribed by the Plan
Manager.




15.7 Authority
and Duties: The
duties of the Investment Committee are as follows:





	 	
      (a)
	
      The
      Investment Committee shall be the named fiduciary under the Plan solely
      for investment matters and is responsible for establishing guidelines of
      investment philosophy and strategy, for establishing and carrying out a
      funding policy and method in accordance with ERISA Section 403, and for
      adding or eliminating Investment Funds from the Plan, subject to the terms
      of Appendix II.





	
      
	
      
	
      





	 	
      (b)
	
      The
      Investment Committee will (1) review the Trustee’s actions and (2) direct
      the Trustee to make transfers of assets of the Trust Fund when it has been
      decided that a particular investment should be
changed.





	
      
	
      
	
      





	 	
      (c)
	
      The
      Investment Committee shall have the authority to retain and terminate the
      appointment of the Trustee and any investment managers and to monitor and
      select or change the Investment Funds (other than the Company Stock Fund)
      under the Plan.







15.8 Operation
of the Investment Committee: 





	 	
      (a)
	
      Membership:
      The Investment Committee will elect a Chairman from among its
      members.





	
      
	
      
	
       













62
















	 	
      (b)
	
      Actions:
      Action by a majority of the members of the Investment Committee will be
      requisite and sufficient at all times to constitute action of the
      Investment Committee. However, in the event majority action is not
      possible, the Chairman of the Investment Committee will decide the
      action.





	
      
	
      
	
      





	 	
      (c)
	
      Term:
      Members of the Investment Committee will serve for such periods so long as
      they remain in the positions specified in Section 2.22, unless a member
      shall otherwise terminate in accordance with Section
    15.8(d).





	
      
	
      
	
      





	 	
      (d)
	
      Termination:
      Whenever any member of the Investment Committee ceases to be an employee
      of the Corporation or to hold the office by reason of which he is serving
      as such a member, his term of office as a member of the Investment
      Committee will terminate.





	
      
	
      
	
      





	 	
      (e)
	
      Delegation:
      The members of the Investment Committee may allocate among themselves any
      of their responsibilities under the Plan. The Investment Committee may
      also delegate to a person who is not a member of the Investment Committee
      the performance of any fiduciary or nonfiduciary duty, including a Chief
      Investment Director, who shall have the authority to act on behalf of the
      Investment Committee in the absence of the presence of the full committee.
      Any such delegation or allocation will be in writing and will be retained
      in the records of the Investment Committee. The Investment Committee or
      the person to whom the delegation or allocation was made will have the
      authority to terminate such delegation or allocation at any time, with or
      without cause.





	
      
	
      
	
      





	 	
      (f)
	
      Limitation
      of Liability: No
      other person will be liable for any act or omission of the Investment
      Committee or any person carrying out responsibilities as provided above,
      except to the extent that:





	
      
	
      
	
      





	 	 	
      (1)
	
      the
      other person knowingly participated in or knowingly undertook to conceal
      an act or omission of the Investment Committee, or knew that an act or
      omission was a breach of such person’s fiduciary duty;
  or





	
      
	
      
	
      
	
      





	 	 	
      (2)
	
      it
      is clearly imprudent for the other person to name the Investment Committee
      as the fiduciary to whom such responsibility is assigned or to continue
      the Investment Committee as the named
fiduciary.







15.9 Disbursements
from Trust Fund: The
Investment Committee shall determine the form in which disbursements shall be
made from the Trust. The Investment Committee shall determine the due
qualifications of persons authorized to approve and sign the same.


 



	 	
      (a)
	
      Benefits
      payable under the provisions of this Plan shall be made from the
      Trust.

       







	 	
      (b)
	
      Expenses
      incurred in administering the Plan and Trust, as provided in Section 15.5,
      including fees and charges of actuaries, attorneys, accountants,
      consultants, and the Trustee, and all expenses directly incurred in
      connection with the investment of Plan assets, shall be paid from the
      Trust, unless they are paid by the Corporation or another Participating
      Employer. 
























63












ARTICLE
XVI. TRUSTEE

 

All
contributions under this Plan shall be paid to a Trustee who shall invest and
account for all such amounts and earnings thereon as directed by provisions of
Article VI of this Plan and the related Trust Agreement. The Trustee shall have
such rights, powers and duties as are set forth in the Trust agreement,
including the responsibility of voting the shares of SCANA Corporation Common
Stock held by the Plan in the manner directed under Article XIV of the Plan. All
assets of the Trust shall be held and invested in accordance with the provisions
of the Trust Agreement and the Plan for the sole benefit of Participants and
their beneficiaries. The Trustee shall be responsible solely for the investment
of the assets of the Trust and for the market sale of whole share amounts for
loans, cash-option in-service withdrawals and cash-option distributions, and for
fractional share cash outs associated with cash-option or share withdrawals and
distributions, all as directed by the Plan Manager and for the safekeeping of
the assets of the Trust. In giving such directions to the Trustee, the Plan
Manager is acting in its capacity as a named fiduciary of the Plan. The Trustee
shall be a directed Trustee with respect to the investment of Plan assets and
shall have no discretion regarding the investment of the Plan’s assets (except
as otherwise provided in the Trust Agreement with respect to the making of
short-term cash investments and except to the extent otherwise required by
ERISA). The Trustee shall have no responsibility for the operation or
administration of the Plan. The Trustee shall make only those disbursements and
any market sales of whole and fractional shares related thereto as directed by
the Committee or by the Plan Manager acting under direct authority or on behalf
of the Committee in accordance with Section 15.2 of this Plan and Section 2.3
and the related Trust Agreement.










64












ARTICLE
XVII. FIDUCIARY LIABILITIES

 

The named
Plan fiduciaries, including all fiduciary Committees and the individual members
thereof, and any person or other entity (including any individual members
thereof) who is deemed to be a fiduciary under the Plan (these persons and
entities are referred to below as “they”) shall not be liable for a breach of
fiduciary responsibility of another fiduciary under the Plan except to the
extent (a) they shall have participated knowingly in, or knowingly undertaken to
conceal, an act or omission of such fiduciary, knowing such act or omission was
a breach of such fiduciary’s responsibilities, (b) they shall have through a
breach of their fiduciary responsibilities enabled such fiduciary to commit a
breach of its fiduciary responsibilities, or (c) they shall have knowledge of a
breach of fiduciary responsibilities by such fiduciary, unless they made
reasonable efforts to remedy the breach. 




They also
shall not be liable for the acts or omissions of any person or persons to whom
any authority, power or responsibility has been allocated or who have been
designated to carry out their responsibilities, except to the extent they shall
have violated their fiduciary responsibilities with respect to such allocation
or designation or would otherwise be liable under provisions of the immediately
preceding paragraph. 




All Plan
fiduciaries (including the individual members of any fiduciary Committees) who
are employed by the Employer shall be indemnified by the Employer or from
proceeds under insurance policies purchased by the Employer against any and all
liabilities arising by reason of any act or failure to act made in good faith
pursuant to the provisions of the Plan, including expenses reasonably incurred
in the defense of any claim relating thereto.




The
Employer, the Committee, the Investment Committee, the Plan Manager, the
Trustee, and, to the extent provided in Section 7.4 and Article XIV, the
Participants are the named fiduciaries of the Plan. Each named fiduciary shall
have only those responsibilities with respect to the control and management of
the operation and administration of the Plan as are expressly provided under the
terms of the Plan and Trust, or as otherwise required by ERISA.










65












ARTICLE
XVIII. AMENDMENT OR TERMINATION

 

18.1 General
Provision: Except
to the extent provided in Section 18.2, the Plan may be amended or terminated by
action of the Board of Directors of SCANA Corporation, but no amendment or
termination shall cause any of the assets of the Trust to be used for or be
diverted to any purpose other than the exclusive benefit of Participants or
their beneficiaries and no amendment may reduce or eliminate any Participant’s
accrued benefit (including the form and timing of all optional forms of benefit)
in violation of Section 411(d)(6) of the Code and the regulations
thereunder.




18.2 Special
Provision: 





	 	
      (a)
	
      Authority
      to Amend.
      Effective December 15, 1993, the Employee Plans Committee will have the
      authority to amend the Plan from time to time subject to Section
      18.2(d).





	
      
	
      
	
      





	 	
      (b)
	
      Amendment
      Procedure.
      The Employee Plans Committee will determine that an amendment is
      appropriate, and will direct that it be drafted. A majority of the
      Employee Plans Committee members must approve the draft. The Employee
      Plans Committee will deliver a copy of each amendment to the Company and
      each adopting subsidiary within 30 days after
adoption.








	 	
      (c)
	
      Prohibited
      Amendments. No
      amendment under this Section 18.2 will be permitted which would have the
      effect of:








	 	 	
      (1)
	
      permitting
      any part of the assets of the Trust to be used for purposes other than the
      exclusive benefit of Participants;

       







	 	 	
      (2)
	
      revesting
      in any Employer any portion of the assets of the Trust;
  or




 


	 	 	
      (3)
	
      eliminating
      or reducing any Participant’s accrued benefit (including the form and
      timing of all optional forms of benefit) in violation of Section 411(d)(6)
      of the Code and the regulations thereunder.








	 	
      (d)
	
      Authority
      to Terminate.
      The Employee Plans Committee shall have the authority to terminate the
      Plan at any time but only if the substantial purpose of the Plan is
      continued by another plan maintained by the
Company.








	
      
	
      
	
      













66












ARTICLE
XIX. GENERAL PROVISIONS

 

19.1 Source
of Distributions:
Distributions under this Plan shall be made only out of the Trust. No persons
shall have any rights under the Plan with respect to the Trust, or against the
Trustee or the Employer, except as specifically provided for herein.





19.2 Non-Alienation
of Benefits: Except
as otherwise provided by law, no person shall have the right to assign,
alienate, transfer, hypothecate or otherwise subject to lien an interest in or
benefit under the Plan nor shall benefits under the Plan be subject to the
claims of any creditor.

 

Notwithstanding
the preceding paragraph, in the event that a qualified domestic relations order
(as defined in Section 414(p) of the Code) is received by the Committee,
benefits shall be payable in accordance with such order and Section 8.13 of the
Plan. The Plan Manager is authorized to issue procedures to effectuate the
requirements for administering qualified domestic relations orders.




19.3 Merger
or Consolidation: In case
of a merger or consolidation with, or transfer of assets or liabilities to, any
other plan, each Participant shall have a benefit at least as large as the
benefit he would have been entitled to had the Plan been terminated immediately
before the merger, consolidation or transfer. The Employee Plans Committee shall
have the authority to direct the merger, consolidation or transfer of assets and
liabilities of the Plan with and into another qualified plan; provided, however,
that the Employee Plans Committee may only merge, consolidate or transfer all of
the Plan’s assets and liabilities to another plan if the substantial purpose of
the Plan is continued by another Plan maintained by the Company.




  19.4 Transfer
from Affiliate: A
Participant in the Plan who was a participant in a qualified defined
contribution plan of an Affiliate that has not adopted the Plan (the “Prior
Employer”), may elect, with the consent of the Plan Administrator, to transfer
his Account from the Prior Employer’s plan to the Plan if such Participant meets
the following requirements:





	 	
      (a)
	
      the
      Participant’s most recent employment prior to his employment with an
      Employer was with the Prior Employer; and





	
      
	
      
	
      





	 	
      (b)
	
      the
      Participant was not deemed to have incurred a termination of employee and
      therefore was not entitled to a distribution under the Prior Employer’s
      plan as a result of the change in
employment.







Any such
transfer under this Section 19.4 shall comply with the requirements of Code
Section 411(d)(6).




19.5 No
Right to Employment: The Plan
confers no right upon any Employee to continue employment with the
Employer.

 










67















19.6 Controlling
Law: The Plan
shall be governed by the laws of the state of South Carolina, except to the
extent preempted by the laws of the United States.




19.7 Military
Service:
Notwithstanding any provision of this Plan to the contrary, effective as of
December 12, 1994, contributions, benefits and service credit with respect to
qualified military service will be provided in accordance with Section 414(u) of
the Code. Any Participant who is eligible to make up contributions to this Plan
on account of the qualified military service requirements of Code Section 414(u)
may (in accordance with and subject to the requirements of Code Section 414(u)
and the guidance issued thereunder) make up the amounts that otherwise could
have been contributed to the Plan by such Participant during the period of
qualified military service, including any catch-up contributions that could
otherwise have been made during such period of qualified military service under
Section 4.3(b).




This
restatement shall be effective from January 1, 1989 through November 1,
2004.










68












SIGNATURES







IN
WITNESS WHEREOF the undersigned has caused this instrument to be executed by the
duly authorized officer, this 13th day of
October,
2004.




 



	 	 	 
	 	SCANA
      CORPORATION
	 
 	 
 	 
 
	      	By:  	/s/ William
      B. Timmerman_______
	 	
      


      William B. Timmerman

	
       
	
      Title: 
      Chairman of the Board and Chief 

      Executive
      Officer





 




 




Attest:
   /s/
Lynn M. Williams   

       Lynn M.
Williams

       
Secretary










69












APPENDIX
I

 

Special
Provisions for Merged Plans of Acquired or Related
Companies

 




(A) Effective
June 10, 1986, the following special provisions shall apply under this Plan to
all Participants in the CPC Plan on June 9, 1986, having Account balances in the
CPC Plan Trust:




1. All
Account balances for Participants in the CPC Plan on June 9, 1986 (“CPC Plan
Participants”) had their Account balances transferred to this Plan as of June
10, 1986. 




2. All other
provisions of this Plan, as modified by the provisions of this Appendix I(A),
shall apply to the CPC Plan Participants. The provisions of Appendix I(A) shall
not apply to any other Participants.




3. Employment
with Carolina Pipeline Company, Inc., shall be considered as employment with the
Employer for all purposes relating to service and eligibility under this
Plan.




4. Notwithstanding
the provisions of Article X of this Plan, the CPC Plan Trust Accounts of the CPC
Plan Participants shall be fully vested and nonforfeitable at all
times.




5. The value
of the Account of each Participant described above in the CPC Plan Trust shall
be determined as of June 10, 1986. The balance in that Account shall be
transferred to the Trust of this Plan as of that date, shall constitute a
balance in the Account of that person, and shall thereafter be subject to all
provisions of this Plan relating to Accounts under this Plan.




6. Any
amount forfeited under the CPC Plan during the period after the most recent
reallocation of forfeitures and prior to June 10, 1986, shall be reallocated
under the terms of the CPC Plan as of June 9, 1986.




(B) Effective
April 30, 1993, the following special provisions shall apply under this Plan to
all Participants in the SCANA Corporation Employee Stock Ownership Plan (“ESOP”)
on April 29, 1993, having Account balances in the ESOP:




1. All
Account balances for Participants in the ESOP on April 29, 1993 (“ESOP
Participants”) had their Account balances transferred to this Plan as of April
30, 1993. 










70















2. All other
provisions of this Plan, as modified by the provisions of this Appendix I(B),
shall apply to the ESOP Participants. The provisions of Appendix I(B) shall not
apply to any other Participants.




3. Periods
of participation in the ESOP shall count as periods of participation in this
Plan for all purposes of Article VIII. Periods during which assets were invested
in shares of Common Stock under the ESOP shall be aggregated with all such
periods of investment under this Plan for purposes of Article VIII.





4. The ESOP
Accounts of the ESOP Participants shall be fully vested and nonforfeitable at
all times.




5. Notwithstanding
anything in Article VIII to the contrary, shares of Common Stock attributable to
the ESOP shall be distributable to ESOP Participants after such amounts have
been allocated to the Participant’s Account for 84 months, including periods
during which such assets were invested under the ESOP prior to its merger with
this Plan. Following such 84-month holding period, a Participant may elect to
make withdrawals from his transferred ESOP Account in the following order: (a)
Employee voluntary matching contributions; (b) Company contributions
(unmatched); and (c) Company matching contributions. Such withdrawals may not be
made from any Account until all Accounts previously listed have been exhausted.
An ESOP Participant may make a withdrawal under this Appendix I(B)(6) once in
any six-month period. Any such withdrawal shall be subject to the otherwise
applicable provisions of Article VIII.




6. In no
event shall the accrued benefit under the ESOP for any ESOP Participant
(including the form and timing of all optional forms of benefit) be modified in
violation of Section 411(d)(6) of the Code and the regulations thereunder,
except to the extent required to comply with applicable requirements of the
Code. 




(C) Effective
September 1, 2000, the following special provisions shall apply under this Plan
to all participants in the
Public Service Company of North Carolina, Inc. Special Savings and Retirement
Plan and Trust (the “PSNC Plan”) on August
31, 2000, having Account balances in the PSNC Plan:




1. All
Account balances for participants in the PSNC Plan on August 31, 2000 (“PSNC
Participants”) had their Account balances transferred to this Plan as of
September 1, 2000.










71















2. All other
provisions of this Plan, as modified by the provisions of this Appendix I(C),
shall apply to the PSNC Participants. The provisions of Appendix I(C) shall not
apply to any other Participants.




3. Periods
of participation in the PSNC Plan shall count as periods of participation in
this Plan for all purposes of Article VIII. 




4. The value
of the Account of each PSNC Participant described above in the PSNC Plan shall
be determined as of September 1, 2000. The balance in that Account shall be
transferred to the Trust of this Plan as of that date, shall constitute a
balance in the Account of that person, and shall thereafter be subject to all
provisions of this Plan relating to Accounts under this Plan. 




5. Any
amount forfeited under the PSNC Plan during the period after the most recent
reallocation of forfeitures and prior to September 1, 2000, shall be reallocated
under the terms of the PSNC Plan as of August 31, 2000.




6. In
connection with the transfer of Accounts from the PSNC Plan to this Plan, all
amounts attributable to PSNC Participants’ pre-tax elective deferrals, after-tax
employee contributions, and other employer contributions (including matching
contributions under the PSNC Plan) have been allocated to corresponding
Deferral, Regular Contributions, and Employer Contributions Accounts in this
Plan. Such amounts shall retain their character as pre-tax elective deferrals,
after-tax employee contributions, or employer contributions as determined under
the PSNC Plan and shall be invested in this Plan in accordance with PSNC
Participants’ direction. Notwithstanding the foregoing, if a PSNC Participant is
credited with less than 60 months of
participation in the Plan (including service in the PSNC Plan), an amount equal
to the amount attributable to matching contributions under the PSNC Plan
transferred on behalf of such Participant from the PSNC Plan shall not be
considered an amount available for withdrawal under Section 8.1(b)(7) of the
Plan until January 1, 2002. In no event shall the accrued benefit of any
PSNC Participant in the PSNC Plan (including the availability of all optional
forms of benefit) be modified in violation of Code Section 411(d)(6) and the
regulations thereunder, except to the extent, if any, required to comply with
the applicable requirements of the Code.




7.  Notwithstanding
the otherwise applicable provisions of Article 8 of the Plan, a PSNC Participant
who has not separated from service with the Company or an Affiliate shall have
the right to withdraw, in accordance 










72












with
otherwise applicable procedures set forth in Article 8 and as established by the
Plan Manager, any or all of the amount to the credit of such PSNC Participant in
such PSNC Participant’s Prior Employee Contributions Account or Prior Employer
Contribution Account as transferred from the PSNC Plan. All other amounts
transferred from the PSNC Plan to this Plan shall be available for withdrawal in
accordance with the otherwise applicable terms of the Plan.




8. Notwithstanding
the otherwise applicable language of Article 8 of the Plan, effective for
distributions made before January 1, 2001, the following provisions are
applicable to the amounts transferred from the PSNC Plan (In accordance with IRS
regulations issued under Code Section 411(d)(6) the following provisions shall
not apply to any distributions made on or after January 1, 2001.):




(a) Qualified
Annuity Requirement. Except
as provided in Paragraph 7(c), the Qualified Annuity requirement of this
Paragraph 7(a) shall apply with respect to a Participant if such Participant was
alive on August 2, 1984 and had at least one (1) Hour of Service under the PSNC
Plan on or after August 23, 1984. If such requirement applies to a Participant
and a Distribution to such Participant commences on or after January 1, 1985,
then (i) where there is no Qualified Waiver in effect with respect to the
Qualified Annuity form of Distribution, the method of Distribution to such
Participant shall be by purchasing a Qualified Annuity with the amount
distributable to such Participant and distributing such Qualified Annuity to
such Participant, and (ii) where there is a Qualified Waiver in effect with
respect to the Qualified Annuity form of Distribution, the method of
Distribution to such Participant shall be in the form of a single cash
payment.

 

(b) Qualified
Preretirement Annuity Requirement. Except
as provided in Paragraph 7(c), the Qualified Preretirement Annuity requirement
of this Paragraph 7(b) shall apply with respect to a Participant if such
Participant was alive on August 23, 1984 and had at least one (1) Hour of
Service under the PSNC Plan on or after August 23, 1984. If such requirement
applies with respect to a Participant and such Participant dies prior to the
commencement of Distribution and is survived by such Participant’s spouse,
then:

 

(i) where
there is no Qualified Waiver with respect to the Qualified Preretirement
Survivor Annuity form of Distribution in effect at the time of such
Participant’s death, the spouse shall be the Participant’s Beneficiary and the
method of 

 










73












Distribution
to the Beneficiary shall be (A) by purchasing a Qualified Preretirement Survivor
Annuity with the amount distributable to such Beneficiary and distributing such
Qualified Preretirement Survivor Annuity to such Beneficiary or (B) at such
Beneficiary’s election, in a single cash payment; and

 

(ii) where
there is a Qualified Waiver in effect with respect to the Qualified
Preretirement Survivor Annuity form of Distribution, the Beneficiary shall be as
provided in or permitted by the Qualified Waiver and the method of Distribution
to such Beneficiary shall be a single cash payment.

 

(c) Exceptions. The
Qualified Annuity requirement of Paragraph 7(a) and the Qualified
Preretirement 

  
      Survivor Annuity requirement of Paragraph 7(b)
(as the case may be) shall not apply with respect to:

 

(i) any
Participant who first becomes a Participant in the PSNC Plan on or after April
1, 1985;

 

(ii) to the
extent permitted by applicable law, any Participant who first becomes a
Participant in the PSNC Plan prior to April 1, 1985;

 

(iii) any
Distribution commencing on or after January 1, 2000; and

 

(iv) any
Distribution with respect to a Participant whose Accounts do not exceed Five
Thousand Dollars ($5,000) in the aggregate.

 

(d) Notice
Requirements. The
Committee shall provide each Participant with respect to whom the Qualified
Joint and Survivor Annuity requirement of Paragraph 7(a) applies, within a
reasonable period of time prior to the commencement of Distribution, with a
written explanation of (i) the terms and conditions of the Qualified Annuity,
(ii) such Participant’s right to make, and the effect of, a Qualified Waiver
with respect to the Qualified Annuity form of Distribution, (iii) the rights of
such Participant’s spouse as to spousal consent with respect to the Qualified
Waiver and (iv) the right to make, and the effect of, a revocation of a
Qualified Waiver. The Committee shall also provide each Participant with respect
to whom the Qualified Preretirement Survivor Annuity requirement of Paragraph
7(b) applies with a written explanation with respect to the Qualified
Preretirement Survivor Annuity 

 










74












that is
comparable to the explanation hereinabove required with respect to the Qualified
Annuity. The Committee shall provide such written explanation with respect to
the Qualified Preretirement Survivor Annuity within the period (i) beginning on
the first day of the Plan Year in which such Participant attains age thirty-two
(32) and (ii) ending with the close of the Plan Year in which such Participant
attains age thirty-five (35). If such Participant becomes a Participant in the
Plan after the first day of the Plan Year in which such Participant attains age
thirty-two (32), however, the Committee shall provide the written explanation
with respect to the Qualified Preretirement Survivor Annuity to such Participant
no later than the close of the second Plan Year following such Participant’s
becoming a Participant in the Plan.

 

(e) Definitions. For
purposes of this Paragraph 7, the following terms shall have the following
meanings:

 

(i) Applicable
Election Period
means:

 

(A) in
the case of a Participant’s election to waive the Qualified Annuity form of
Distribution, the ninety (90) day period ending on the date of commencement of
Distribution; and

 

(B) in
the case of a Participant’s election to waive the Qualified Preretirement
Survivor Annuity form of Distribution, the period which begins on the first day
of the Plan Year in which such Participant attains age thirty-five (35) and ends
on the date of such Participant’s death; provided, however, in the case such
Participant separates from Service, such period under this subparagraph (B),
with respect to benefits accrued before the date of such separation from
Service.

 

(ii) Qualified
Annuity
means:

 

(A) with
respect to a married Participant, an annuity for the life of such Participant
with a survivor annuity for the life of such Participant’s spouse which is not
less than fifty percent (50%), nor greater than one hundred percent (100%), of
the amount which is payable during the joint lives of such Participant and such
spouse; and

 










75












(B) with
respect to an unmarried Participant, an annuity for the life of such
Participant.

 

(iii) Qualified
Preretirement Survivor Annuity means,
with respect to the surviving spouse of a Participant, an annuity for the life
of such surviving spouse.

 

(iv) Qualified
Waiver means,
with respect to a Participant, a written election by such Participant to waive
the Qualified Annuity form of Distribution or the Qualified Preretirement
Survivor Annuity form of Distribution (as the case may be). Such election must
be in writing and delivered to the Committee at any time during the Applicable
Election Period with respect to such election. If the Participant is married,
such election shall not be effective unless (A) the spouse of such Participant
consents in writing to such election and such spouse’s said consent acknowledges
the effect of such election and is witnessed by a member of the Committee or
other representative of the Plan or by a notary public or (B) it is established
to the satisfaction of the Committee or other representative of the Plan that
such consent may not be obtained because there is no spouse, because such spouse
cannot be located, or because of such circumstances as may be prescribed by
applicable Code regulations. Any such consent by a spouse, or establishment that
the consent of a spouse may not be obtained, shall be effective only with
respect to that spouse. Any Qualified Waiver by a Participant may be revoked
without the consent of such Participant’s spouse to such revocation, at any time
during the Applicable Election Period with respect to such Qualified Waiver by
written notice of revocation delivered to the Committee during such Applicable
Election Period. Following any such revocation, such Participant may make
another Qualified Waiver pursuant to the provisions set forth
above.













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APPENDIX
II




Investment
Funds

 

Investment
Funds may be added or eliminated from the Plan at any time at the discretion of
the Employee Plans Committee or its delegate. Effective November 1, 2000,
Investment Funds may be added or eliminated from the Plan at any time at the
discretion of the Investment Committee. However, the Investment Committee may
not eliminate the SCANA Stock Fund. The following Investment Funds are available
under the Plan on and after November 1, 2000:




 


	
      IRT
      Stable Value Fund:

       
	
      The
      Fund seeks to preserve value while providing consistently high levels of
      current income and liquidity. The Fund invests in a diversified portfolio
      of investment companies issued by large insurance companies, banks and
      other financial institutions as determined by the Fund’s investment
      manager.

       

	
      PIMCO
      Total Return Fund:

       
	
      This
      Fund seeks to achieve total return consistent with preservation of
      capital. As determined by the Fund’s investment manager, the Fund invests
      at least 65% of assets in debt securities, including U.S. government and
      corporate bonds, and mortgage-related securities, and it may invest up to
      20% of assets in securities denominated in foreign currencies. The
      portfolio duration generally ranges from three to six years.

       

	
      American
      Century Income & Growth Fund:

       
	
      The
      American Century Income & Growth Fund seeks dividend growth, current
      income, and capital appreciation. As determined by the Fund’s investment
      manager, the Fund invests primarily in common stocks selected from a
      universe of the 1,500 largest companies traded in the United States. The
      Fund may also invest a small portion of assets in foreign
      securities.

       

	
      IRT
      500 Index Fund:

       
	
      As
      determined by the Fund’s investment manager, the Fund seeks to achieve
      investment returns that closely replicate the total returns generated by
      the Standard & Poor’s 500 Composite Stock Index, an unmanaged index
      comprised of U.S. common stocks weighted to companies with large market
      capitalizations. The portfolio is broadly diversified and consists of
      large cap, “blue chip” stocks.

       





 




	
      INVESCO
      Blue Chip Growth Fund:

       
	
      The
      Fund seeks to achieve long-term capital growth with investment income as a
      secondary objective. As determined by the Fund’s investment manager,
      investment policies mainly focus on large-capitalization common stocks
      with the potential for above-average earnings growth.

       

	
      MAS
      Mid-Cap Value Fund:

       
	
      The
      Fund seeks total return consistent with reasonable risk. As determined by
      the Fund’s investment manager, the Fund normally invests at least 65% of
      assets in equities of companies that are undervalued and fall in the range
      of the S&P MidCap 400 Index. The Fund aims to achieve a lower P/E
      ratio than the S&P 400. It may invest up to 5% of assets in foreign
      securities, excluding ADRs. The Fund may also invest in preferred stocks,
      convertibles, corporate debt, and U.S. government
obligations.

       

	
      The
      MFS Mid-Cap Growth Fund:

       
	
      The
      Fund seeks long-term growth of capital. As determined by the Fund’s
      investment manager, the Fund normally invests at least 65% of assets in
      equity securities of companies with medium market capitalizations. The
      Fund’s investment manager determines market capitalization by selecting
      companies that fall within the range of the S&P MidCap 400 index . It
      may invest up to 20% in debt rated below BBB and up to 35% of assets in
      foreign securities, not including ADRs. The Fund is
      nondiversified.

       

	
      Berger
      Small Cap Value Fund:

       
	
      The
      Fund seeks to achieve capital appreciation by investing in common stocks.
      As determined by the Fund’s investment manager, the Fund may invest in
      special situations (companies experiencing reorganizations, mergers or
      particular tax advantages) and unseasoned companies, as well as in
      options.

       




 



77


 



	
      INVESCO
      Small Company Growth Fund:

       
	
      The
      Fund seeks to achieve maximum long-term capital growth by investing its
      assets principally in a diversified group of equity securities as
      determined by the Fund’s investment manager. These are the securities of
      small or undiscovered companies that show potential for increased size,
      profitability, and industry/market awareness. Current income is not an
      objective of the Fund.

       

	
      EuroPacific
      Growth Fund:

       
	
      The
      Fund normally invests at least 65% of assets in equity securities of
      issuers domiciled in Europe or the Pacific Basin as determined by the
      Fund’s investment manager. It may invest up to 20% of assets in securities
      issued in developing countries. In addition to direct foreign investment,
      the Fund may purchase American depository receipts. It may also invest in
      convertible securities and straight debt securities; no more than 5% of
      assets may be invested in debt securities rated below
      investment-grade.

       

	
      SCANA
      Stock Fund:

       
	
      The
      SCANA Stock choice consists of SCANA Common Stock with cash for fractional
      shares. The investment objective is to provide participants with the
      opportunity for capital appreciation and dividend income, while
      participating in the financial future of SCANA. Because this is only one
      stock, it is considered riskier than other investment options that consist
      of many different securities.

       

	
      IRT
      Intermediate Return Fund:

       
	
      The
      Fund seeks to provide high total return through current income and capital
      appreciation from four asset classes: stable value, bond, value equity,
      and growth equity. As determined by the Fund’s investment manager, the
      target mix of the Fund is 40% stable value, 20% bond, and 30% value equity
      and 10% growth equity.

       

	
      IRT
      Growth and Income Fund:

       
	
      The
      Fund seeks to provide high total return through current income and capital
      appreciation from four asset classes: stable value, bond, value equity,
      and growth equity. As determined by the Funds’ investment manager, the
      target mix of the Fund is 20% stable value, 20% bond, 30% value equity and
      30% growth equity.

       

	
      IRT
      Maximum Appreciation Fund:

       
	
      The
      Fund seeks to achieve capital appreciation as a primary objective, with
      current income as a secondary goal, from four asset classes: stable value,
      bond, value equity and growth equity. As determined by the Fund’s
      investment manager, the target mix of the Fund is 10% stable value, 10%
      bond, 30% value equity, and 50% growth equity.

       





 




 


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