EXHIBIT 10.01


 


INDEMNIFICATION AGREEMENT


 


This Indemnification Agreement (this “Agreement”)
is made as of _____________ by and between SCANA Corporation, a South Carolina
corporation (the “Corporation”), and ______________ (“Indemnitee”).


 


RECITALS


 


WHEREAS, Indemnitee is a director and/or
officer of the Corporation and/or is serving at the request of the Corporation
as an director and/or officer of one or more of the Corporation’s subsidiaries,
and in that capacity, is performing valuable services for the Corporation; and


 


WHEREAS, the South Carolina Business Corporation Act
of 1988, as amended (the “Act”), provides for indemnification of
directors, officers, employees and agents of a corporation under certain
conditions; and


 


WHEREAS, the Corporation’s Board of Directors (the “Board”)
has evaluated the sufficiency of liability insurance and the statutory
indemnification provided by the Act as to their adequacy to protect such
persons against the various legal risks and potential liabilities associated
with the performance of their duties, and the Board has concluded that such
insurance and statutory indemnification may not be adequate protection to such
persons; and


 


WHEREAS, the Board has determined, after due
consideration of the terms of this Agreement and the various other options
available to the Corporation, that this Agreement is reasonable and prudent and
in the best interests of the Corporation;


 


NOW, THEREFORE, in consideration of the
foregoing premises and the covenants contained herein, the Corporation and
Indemnitee do hereby covenant
and agree as follows:


 


1.             Services to the Corporation.  Indemnitee will continue to serve as a
director and/or officer of the Corporation and/or one or more of the
Corporation’s subsidiaries until Indemnitee’s successor is duly elected and
qualified or appointed or until Indemnitee’s earlier resignation, removal or
death.  If Indemnitee is also an employee
of the Corporation or any of its subsidiaries, nothing herein shall change
Indemnitee’s status as an employee of the Corporation or such subsidiary, and
nothing contained in this Agreement is intended to create in Indemnitee any
right to continued employment.


 


2.             Definitions.  As used in this Agreement:


 


(a)           “Covered Capacity” means
present or former status as a director, officer, employee or agent of the
Corporation or as a director, officer, partner, trustee, employee or agent of
any other foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise at the request of the
Corporation.  For purposes of this
definition, Indemnitee is considered to be serving an employee benefit
plan at the request of the Corporation if Indemnitee’s duties to the
Corporation also impose duties on, or otherwise involve services by, Indemnitee
to the plan or to participants in or beneficiaries of the plan.


 

















 


(b)           “Disinterested Director” means
a director of the Corporation who is not and was not a party to the Proceeding
for which indemnification is sought by Indemnitee.


 


(c)           “Exchange Act” means the
Securities Exchange Act of 1934, as amended.


 


(d)           “Expenses” include all direct
and indirect costs, fees and expenses of any type or nature whatsoever,
including, without limitation, all attorneys’ fees and costs, retainers, court
costs, transcript costs, fees of experts, witness fees, travel expenses, fees
of private investigators and professional advisors, duplicating costs, printing
and binding costs, telephone charges, postage, delivery service fees, fax
transmission charges, secretarial services and all other disbursements,
obligations or expenses in connection with prosecuting, defending, preparing to
prosecute or defend, investigating, being or preparing to be a witness in,
settlement or appeal of, or otherwise participating in, a Proceeding, including
reasonable compensation for time spent by Indemnitee for which Indemnitee is
not otherwise compensated by the Corporation or any third party.  “Expenses” also include Expenses
incurred in connection with any appeal resulting from any Proceeding, including
without limitation the principal, premium, security for, and other costs
relating to any cost bond, supersedeas bond, or other appeal bond or its
equivalent.  “Expenses,” however,
do not include amounts paid in settlement by Indemnitee or the amount of
judgments or fines against Indemnitee.


 


(e)           References to “fines” include
any excise tax assessed with respect to any employee benefit plan.


 


(f)            “Independent Counsel” means a
law firm, or a member of a law firm, that has significant experience in matters
of corporation law and neither presently is, nor in the past five years has
been, retained to represent: (i) the Corporation or Indemnitee, or any
party adverse to the Corporation or Indemnitee, in any matter material to
either such party (other than with respect to matters concerning Indemnitee
under this Agreement, or of other indemnitees under similar indemnification
agreements), or (ii) any other party to the Proceeding giving rise to a
claim for indemnification hereunder. 
Notwithstanding the foregoing, the term “Independent Counsel”
does not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing
either the Corporation or Indemnitee in an action to determine Indemnitee’s
rights under this Agreement.


 


(g)           “Proceeding” includes any
threatened, pending or completed action, suit, or proceeding, whether brought
in the right of the Corporation or otherwise, whether of a civil, criminal,
administrative or investigative nature and whether formal or informal, in which
Indemnitee is made a party by reason of the fact that Indemnitee is or was
serving in a Covered Capacity or by reason of any action taken (or failure to
act) by Indemnitee or of any action (or failure to act) on Indemnitee’s part
while serving in a Covered Capacity.


 


(h)           “South Carolina Court” means a
Circuit Court of the State of South Carolina.


 


(i)            In connection with any merger or
consolidation, references to “the Corporation” include not only the resulting
or surviving corporation but also any constituent corporation or any
constituent of a constituent corporation, which, if its separate existence had


 


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continued,
would have had power and authority to indemnify its directors or officers and
employees or agents.  The intent of this
provision is that a person who is or was an officer of such constituent
corporation after the date hereof or is or was serving at the request of such
constituent corporation as a director, officer, partner, trustee, employee or
agent of any other foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise after the date hereof, shall
stand in the same position under this Agreement with respect to the resulting
or surviving corporation as the person would have under this Agreement with
respect to such constituent corporation if its separate existence had
continued.


 


3.             Indemnification.


 


(a)           The Corporation shall indemnify Indemnitee
to the fullest extent permitted by applicable law in accordance with the
provisions of this Section 3(a) when Indemnitee is made a party to
any Proceeding (other than a Proceeding by or in the right of the
Corporation).  Pursuant to this
Section 3(a), Indemnitee shall be indemnified against all Expenses,
judgments, liabilities, fines, penalties and amounts paid in settlement
(including all interest, assessments and other charges paid or payable in
connection with or in respect of such Expenses, judgments, fines, penalties and
amounts paid in settlement) actually and reasonably incurred by Indemnitee or
on Indemnitee’s behalf in connection with such Proceeding or any claim, issue
or matter therein, if, and only if, Indemnitee’s conduct was in good faith
and Indemnitee reasonably believed (a) in the case of conduct in
Indemnitee’s capacity as a director, officer, employee or agent of the
Corporation, that Indemnitee’s conduct was in the Corporation’s best interest,
or (b) in all other cases, that Indemnitee’s conduct was at least not
opposed to the Corporation’s best interest; and provided, further, that in the
case of any criminal Proceeding, Indemnitee had no reasonable cause to
believe that Indemnitee’s conduct was unlawful. 
Indemnitee’s conduct with respect to an employee benefit plan for a
purpose that Indemnitee reasonably believed to be in the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of clause (b) of the immediately preceding sentence.


 


(b)           The Corporation shall indemnify
Indemnitee to the fullest extent permitted by applicable law in accordance with
the provisions of this Section 3(b) when Indemnitee is made a party
to any Proceeding by or in the right of the Corporation to procure a judgment
in its favor.  Pursuant to this
Section 3(b), Indemnitee shall be indemnified against all Expenses
actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in
connection with such Proceeding or any claim, issue or matter therein, if, and
only if, Indemnitee’s conduct was in good faith and Indemnitee reasonably
believed (a) in the case of conduct in Indemnitee’s capacity as a
director, officer, employee or agent of the Corporation, that Indemnitee’s
conduct was in the Corporation’s best interest, or (b) in all other cases,
that Indemnitee’s conduct was at least not opposed to the Corporation’s best
interest; and provided, further, that in the case of any criminal Proceeding, Indemnitee
had no reasonable cause to believe that Indemnitee’s conduct was unlawful.  Indemnitee’s conduct with respect to an
employee benefit plan for a purpose that Indemnitee reasonably believed to be
in the interests of the participants in and beneficiaries of the plan is
conduct that satisfies the requirement of clause (b) of the immediately
preceding sentence.  No indemnification
for Expenses shall be made under this Section 3(b) in respect of any
claim, issue or matter as to which Indemnitee shall have been finally adjudged
by a court to be liable to the Corporation, unless and only to the extent that
the court in which the Proceeding was brought or the South Carolina Court shall
determine upon application that, despite the


 


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adjudication
of liability but in view of all the circumstances of the case, Indemnitee
is fairly and reasonably entitled to indemnification.


 


(c)           Notwithstanding any other provision
of this Agreement, to the extent that Indemnitee is wholly successful, on the
merits or otherwise, in the defense of any Proceeding to which Indemnitee is a
party because Indemnitee is or was serving in a Covered Capacity, the
Corporation shall indemnify Indemnitee against all Expenses actually and
reasonably incurred by Indemnitee in connection therewith.


 


(d)           Notwithstanding any other provision
of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s
Covered Capacity, a witness in any Proceeding to which Indemnitee is not a
party, Indemnitee shall be indemnified against all Expenses actually and
reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection
therewith.


 


4.             Exclusions.  Notwithstanding any other provision in this
Agreement, the Corporation shall not be obligated under this Agreement to make
any indemnification in connection with any claim made against Indemnitee:


 


(a)           in connection with any Proceeding
charging improper personal benefit to Indemnitee, whether or not involving
action in Indemnitee’s Covered Capacity, in which Indemnitee is adjudged liable
on the basis that personal benefit was improperly received by Indemnitee;


 


(b)           for which payment has actually been
received by or on behalf of Indemnitee under any insurance policy or other
indemnity provision or agreement (other than this Agreement), either by the Corporation
or otherwise, except with respect to any excess beyond the amount actually
received under any insurance policy, contract, agreement, other indemnity
provision or otherwise;


 


(c)           for an accounting of profits made
from the purchase and sale (or sale and purchase) by Indemnitee of securities
of the Corporation within the meaning of Section 16(b) of the
Exchange Act or similar provisions of state statutory law or common law; or


 


(d)           in connection with any Proceeding (or
any part of any Proceeding) initiated by Indemnitee, and not brought by way of
defense, including any Proceeding (or any part of any Proceeding) initiated by
Indemnitee against the Corporation or its directors, officers, employees or
other indemnitees, unless (i) the Board of Directors of the Corporation
authorized the Proceeding (or any part of any Proceeding) prior to its
initiation or (ii) the Corporation otherwise provides such indemnification
in its sole discretion, if permitted by applicable law.


 


In
no event shall the Corporation be obligated to indemnify Indemnitee pursuant to
this Agreement to the extent such indemnification is prohibited by applicable
law.


 


5.             Advancement of Expenses; Defense
of Claim.


 


(a)           Notwithstanding any provision of this
Agreement to the contrary, and to the fullest extent permitted by applicable
law, the Corporation shall pay for or reimburse to Indemnitee the reasonable
Expenses incurred by Indemnitee in connection with any Proceeding


 


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in
advance of the final disposition of the Proceeding.  To request such an advance payment or
reimbursement, Indemnitee must submit to the Corporation a written
statement in a form reasonably acceptable to the Corporation that (i) sets
forth in reasonable detail the Expenses to be advanced, (ii) contains a
written affirmation of Indemnitee’s good-faith belief that Indemnitee has met
the standard of conduct described in Section 33-8-510 of the 1976 Code of
Laws of South Carolina, as amended, or any successor provision of applicable
law, and (iii) is accompanied by an undertaking substantially in the form
of Exhibit A hereto providing that Indemnitee undertakes to repay
the advance to the extent that it is ultimately determined that Indemnitee did
not meet the standard of conduct.  All
advances shall be unsecured and interest free and shall be made without regard
to Indemnitee’s ability to repay the Expenses. 
Authorization of advancement of expenses shall be made using the
procedures set forth in Section 7.


 


(b)           Section 5(a) shall not
apply to any claim made by Indemnitee for which indemnification is excluded
pursuant to Section 4.


 


(c)           The Corporation shall be entitled to
participate at its own expense in the defense of any Proceeding to which
Indemnitee is a party.


 


6.             Procedure For Notification And
Application For Indemnification.


 


(a)           Indemnitee agrees to notify promptly
the Corporation in writing upon being served with any summons, citation,
subpoena, complaint, indictment, or document relating to any Proceeding or
matter which may be subject to indemnification or advancement of Expenses
covered hereunder.  Additionally, Indemnitee
will, to the extent reasonably feasible, keep the Corporation generally
informed of and consult with the Corporation with respect to, the status and
defense of any such Proceeding or matter; provided, however, that
this sentence shall not apply in the event of a Proceeding initiated by
Indemnitee to enforce the provisions of this Agreement.  The failure of Indemnitee to so notify or
keep the Corporation generally informed and to consult with the Corporation
shall not relieve the Corporation of any obligation which it may have to
Indemnitee under this Agreement.


 


(b)           Indemnitee may deliver to the
Corporation a written application to indemnify Indemnitee in accordance with
this Agreement.  The General Counsel of
the Corporation (or in the absence of the General Counsel, the Corporate
Secretary of the Corporation) shall, promptly upon receipt of such a request
for indemnification, advise the Board in writing that Indemnitee has requested
indemnification.  Such application(s) may
be delivered from time to time and at such time(s) as Indemnitee deems
appropriate in Indemnitee’s sole discretion.


 


7.             Procedure Upon Application For
Indemnification Or Advancement Of Expenses.


 


(a)           Upon delivery of the written
application by Indemnitee for indemnification pursuant to Section 6(b) or
for advancement of expenses pursuant to Section 5(a), a determination, if
required by applicable law, (y) that Indemnitee has met the applicable
standard of conduct to permit indemnification, in the case of an application
for indemnification, or (z) that the facts then known to those making the
determination would not


 


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preclude
indemnification, in the case of an application for advancement of expenses,
shall be made in the specific case by one of the following methods, which shall
be at the election of Indemnitee: (i) by a majority vote of a quorum
consisting of Disinterested Directors, or if a quorum consisting of
Disinterested Directors cannot be obtained, by majority vote of a committee
duly designated by the Board (in which designation directors who are not
Disinterested Directors may participate) consisting solely of two or more Disinterested
Directors or (ii) by Independent Counsel in a written opinion to the
Board, a copy of which shall be delivered to Indemnitee.  If it is determined that Indemnitee has met
the applicable standard of conduct, then indemnification of Indemnitee shall be
authorized, to the fullest extent permitted by law, in the same manner as the
determination of the permissibility of indemnification was made, except that if
the determination was made by Independent Counsel, the authorization of
indemnification and evaluation as to reasonableness of expenses must be made by
those entitled to select the Independent Counsel pursuant to
Section 7(b).  Indemnitee shall
reasonably cooperate with the person, persons or entity making such
determination with respect to Indemnitee’s entitlement to indemnification,
including providing to such person, persons or entity upon reasonable advance
request any documentation or information which is not privileged or otherwise
protected from disclosure and which is reasonably available to Indemnitee and
reasonably necessary to such determination. 
Any costs or Expenses (including attorneys’ fees and disbursements)
incurred by Indemnitee in so cooperating with the person, persons or entity
making such determination shall be borne by the Corporation (irrespective of
the determination as to Indemnitee’s entitlement to indemnification).  All determinations and authorizations
contemplated by this Section 7(a) with respect to an application for
indemnification shall be made within 30 days following the delivery of the
application, and payment of all authorized amounts shall be made within 10 days
following authorization.  The Corporation
will promptly advise Indemnitee in writing with respect to any determination
that Indemnitee is or is not entitled to indemnification, including a
description of any reason or basis for which indemnification has been denied.


 


(b)           In the event the determination of the
permissibility of indemnification is to be made by Independent Counsel pursuant
to Section 7(a), the Independent Counsel shall be selected (i) by a
majority vote of a quorum consisting of Disinterested Directors, (ii) if a
quorum consisting of Disinterested Directors cannot be obtained, by majority
vote of a committee duly designated by the Board (in which designation
directors who are not Disinterested Directors may participate) consisting
solely of two or more Disinterested Directors or (iii) if a quorum of the
Board cannot be obtained under (i) and a committee cannot be designated
under subdivision (ii), by majority vote of the full Board (in which selection
directors who are parties may participate).


 


(c)           If the Corporation disputes a portion
of the amounts for which indemnification is requested, the undisputed portion
shall be paid and only the disputed portion withheld pending resolution of the
disputes.


 


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8.             Termination of Proceedings.  The termination of any Proceeding or of any
claim, issue or matter therein, by judgment, order, settlement or conviction,
or upon a plea of nolo  contendere or its equivalent, shall not of
itself adversely affect the right of Indemnitee to indemnification or be
determinative that Indemnitee did not meet the requisite standard of conduct to
permit indemnification pursuant to this Agreement.


 


9.             Nonexclusivity; Survival of
Rights; Insurance; Subrogation.


 


(a)           The rights of Indemnitee as provided
by this Agreement (i) shall not be deemed exclusive of any other rights to
which Indemnitee may at any time be entitled under applicable law, the
Corporation’s articles of incorporation or bylaws, any agreement, a vote of
shareholders, a resolution of directors or otherwise and (ii) shall be
enforced and this Agreement shall be interpreted independently of and without
reference to or limitation or constraint (whether procedural, substantive or
otherwise) by any other such rights to which Indemnitee may at any time be
entitled.  No amendment or alteration of
this Agreement or of any provision hereof shall limit or restrict any right of
Indemnitee under this Agreement in respect of any action taken or omitted by
such Indemnitee in Indemnitee’s Covered Capacity prior to such amendment or
alteration.  To the extent that a change
in applicable law, whether by statute or judicial decision, permits greater
indemnification or advancement rights than would be afforded currently under
the Corporation’s articles of incorporation or bylaws and this Agreement, it is
the intent of the parties hereto that Indemnitee shall enjoy by this Agreement
the greater benefits so afforded by such change.  To the extent that a change in South Carolina
law, whether by statute or judicial decision, narrows or limits indemnification
or advancement of Expenses so that they are less than are afforded currently
under the Corporation’s articles of incorporation or bylaws and this Agreement,
it is the intent of the parties hereto that such change, except to the extent
required by applicable law, shall have no effect on this Agreement or the
parties’ rights and obligations hereunder. 
No right or remedy herein conferred is intended to be exclusive of any
other right or remedy, and every other right and remedy shall be cumulative and
in addition to every other right and remedy given hereunder or under now or
hereafter existing at law, in equity or otherwise.  The assertion or employment of any right or
remedy hereunder or otherwise, shall not prevent the concurrent assertion or
employment of any other right or remedy.


 


(b)           The purchasing or and maintaining of
insurance or the furnishing of similar protection or the making of other
arrangements including, but not limited to, providing a trust fund, letter of
credit, or surety bond on behalf of Indemnitee against any liability in a
Covered Capacity whether or not the Corporation would have the power to
indemnify Indemnitee against such liability under the provisions of this
Agreement, shall not in any way limit or affect the rights and obligations of
the Corporation or of Indemnitee under this Agreement except as expressly provided
herein, and the execution and delivery of this Agreement by the Corporation and
Indemnitee shall not in any way limit or affect the rights and obligations of
the Corporation or the other party or parties thereto under any such
arrangement.


 


(c)           To the extent that the Corporation
maintains an insurance policy or policies providing liability insurance for
directors, officers, partners, trustees, employees or agents of the Corporation
or any other foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise which such person serves at
the request of the Corporation, Indemnitee shall be covered by such policy
or policies in accordance with its


 


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or
their terms to the maximum extent of the coverage available for any such
director, officer, partner, trustee, employee or agent under such policy or
policies.  If, at the time the
Corporation receives notice from any source of a Proceeding as to which
Indemnitee is a party or a participant (as a witness or otherwise), the
Corporation has director and officer liability insurance in effect, the
Corporation shall give prompt notice of such Proceeding to the insurers in
accordance with the procedures set forth in the respective policies.  The Corporation shall thereafter take all
necessary or desirable action to cause such insurers to pay, on behalf of
Indemnitee, all amounts payable as a result of such Proceeding in accordance
with the terms of such policies.


 


(d)           In the event of any payment under
this Agreement, the Corporation shall be subrogated to the extent of such
payment to all of the rights of recovery of Indemnitee, who shall execute all
papers required and take all action necessary to secure such rights, including
execution of such documents as are necessary to enable the Corporation to bring
suit to enforce such rights.


 


(e)           The Corporation’s obligation to
indemnify or advance Expenses hereunder to Indemnitee who is or was serving at
the request of the Corporation as a director, officer, partner, trustee,
employee or agent of any other foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise shall be
reduced by any amount Indemnitee has actually received as indemnification
payments or advancement of expenses from such other foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise.  Notwithstanding any other
provision of this Agreement to the contrary, (i) Indemnitee shall have no
obligation to reduce, offset, allocate, pursue or apportion any
indemnification, advancement or insurance coverage among multiple parties
possessing such duties to Indemnitee prior to the Corporation’s satisfaction
and performance of all its obligations under this Agreement, and (ii) the
Corporation shall perform fully its obligations under this Agreement without
regard to whether Indemnitee holds, may pursue or has pursued any
indemnification, advancement or insurance coverage rights against any person or
entity other than the Corporation.


 


10.          Duration of Agreement.  All agreements and obligations of the
Corporation contained herein shall continue during the period Indemnitee serves
in a Covered Capacity continue and survive thereafter, regardless of the
termination of Indemnitee’s service in a Covered Capacity, so long as
Indemnitee shall be subject to any possible Proceeding (including any rights of
appeal thereto and any Proceeding commenced by Indemnitee to enforce the
provisions of this Agreement) by reason of serving in a Covered Capacity,
whether or not Indemnitee is acting in any Covered Capacity at the time any
liability or expense is incurred for which other rights exist under this
Agreement.


 


11.          Severability.  If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including, without limitation, each portion of any
Section, paragraph or sentence of this Agreement containing any such provision
held to be invalid, illegal or unenforceable, that is not itself invalid,
illegal or unenforceable) shall not in any way be affected or impaired thereby
and shall remain enforceable to the fullest extent permitted by law;
(b) such provision or provisions shall be deemed reformed to the extent


 


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necessary
to conform to applicable law and to give the maximum effect to the intent of
the parties hereto; and (c) to the fullest extent possible, the provisions
of this Agreement (including, without limitation, each portion of any Section,
paragraph or sentence of this Agreement containing any such provision held to
be invalid, illegal or unenforceable, that is not itself invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent manifested
thereby.


 


12.          Enforcement and Binding Effect.


 


(a)           The Corporation expressly confirms
and agrees that it has entered into this Agreement and assumed the obligations
imposed on it hereby in order to encourage Indemnitee to continue to serve as a
director and/or officer of the Corporation and/or one or more of the
Corporation’s subsidiaries, and the Corporation acknowledges that Indemnitee is
relying upon this Agreement in so serving.


 


(b)           Subject to Section 9(a), this
Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and supersedes all prior agreements and
understandings, oral, written and implied, between the parties hereto with
respect to the subject matter hereof.


 


(c)           The rights to be indemnified and to
receive advancement of Expenses provided by or granted Indemnitee pursuant to
this Agreement shall apply to Indemnitee’s service in a Covered Capacity prior
to the date of this Agreement.


 


(d)           The rights to indemnification and
advancement of Expenses provided by or granted pursuant to this Agreement
(i) shall be binding upon, be enforceable by, and inure to the benefit of
the parties hereto and their respective successors and assigns, including any
direct or indirect successor by purchase, merger, consolidation, reorganization
or otherwise to all or substantially all of the business or assets of the
Corporation (and such successor will thereafter be deemed the “Corporation” for
purposes of this Agreement); (ii) shall continue as to an Indemnitee who
has ceased to serve in a Covered Capacity; and (iii) shall be enforceable
by and inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns,
estate, heirs, devisees, executors and administrators and other legal
representatives.


 


(e)           The Corporation shall require and
cause any successor (whether direct or indirect, by purchase, merger,
consolidation, reorganization or otherwise) to all, substantially all or a
substantial part, of the business and/or assets of the Corporation, by written
agreement in the form and substance reasonably satisfactory to Indemnitee and
Indemnitee’s counsel, expressly to assume and agree to perform this Agreement
in the same manner and to the same extent the Corporation would be required to
perform if no such succession had taken place.


 


(f)            The Corporation and Indemnitee agree
herein that a monetary remedy for breach of this Agreement, at some later date,
may be inadequate, impracticable and difficult of proof, and further agree that
such breach may cause Indemnitee irreparable harm.  Accordingly, the parties hereto agree that
Indemnitee may enforce this Agreement by seeking, among other things,
injunctive relief and/or specific performance hereof, without any necessity of
showing actual damage or irreparable harm and that by seeking injunctive relief
and/or specific


 


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performance, Indemnitee
shall not be precluded from seeking or obtaining any other relief to which
Indemnitee may be entitled.  The
Corporation and Indemnitee further agree that Indemnitee shall be entitled to
such specific performance and injunctive relief, including temporary restraining
orders, preliminary injunctions and permanent injunctions, without the
necessity of posting bonds or other undertaking in connection therewith.  The Corporation acknowledges that in the
absence of a waiver, a bond or undertaking may be required of Indemnitee by the
South Carolina Court, and the Corporation hereby waives any such requirement of
such a bond or undertaking.


 


13.          Modification
and Waiver.  No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by the parties
hereto.  No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provisions of this Agreement nor shall any waiver constitute a
continuing waiver.


 


14.          Notices.  All notices, requests, demands
and other communications under this Agreement shall be in writing and shall be
deemed to have been duly given (a) if delivered by hand and receipted for
by the party to whom said notice or other communication shall have been
directed; or (b) mailed by certified or registered mail with postage
prepaid, on the third business day after the date on which it is so mailed:


 


(a)           If to Indemnitee, at the address indicated on
the signature page of this Agreement, or such other address as Indemnitee
shall provide in writing to the Corporation.


 


(b)           If to the Corporation to:


 


SCANA
Corporation 

MC D-308

220 Operations Way

Cayce, SC  29033

Attention: General Counsel


 


or
to any other address as may have been furnished to Indemnitee in writing by the
Corporation.


 


15.          Applicable Law And Consent To Jurisdiction.  This Agreement and the legal relations among
the parties shall be governed by, and construed and enforced in accordance
with, the laws of the State of South Carolina, without regard to its conflict of
laws rules.  THE CORPORATION AND
INDEMNITEE HEREBY IRREVOCABLY AND UNCONDITIONALLY: (A) AGREE THAT ANY
ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL
BE BROUGHT ONLY IN THE SOUTH CAROLINA COURT AND NOT IN ANY OTHER STATE OR
FEDERAL COURT IN THE UNITED STATES OF AMERICA OR ANY COURT IN ANY OTHER
COUNTRY; (B) CONSENT TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE SOUTH
CAROLINA COURT FOR PURPOSES OF ANY ACTION OR PROCEEDING ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT; (C) WAIVE ANY OBJECTION TO THE LAYING OF
VENUE OF ANY SUCH ACTION OR PROCEEDING IN THE SOUTH CAROLINA COURT; AND
(D) WAIVE, AND AGREE NOT TO PLEAD OR TO MAKE, ANY CLAIM THAT ANY SUCH
ACTION OR PROCEEDING BROUGHT IN THE SOUTH CAROLINA COURT HAS BEEN BROUGHT IN AN
IMPROPER OR


 


10

















 


INCONVENIENT FORUM, OR IS SUBJECT (IN WHOLE OR IN PART) TO A JURY
TRIAL.


 


16.          Identical Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same Agreement.  Only one such counterpart signed by the party
against whom enforceability is sought needs to be produced to evidence the
existence of this Agreement.


 


17.          Period Of Limitations.  No legal action shall be brought and no cause
of action shall be asserted by or in the right of the Corporation against
Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal
representatives after the expiration of two years from the date of accrual of
such cause of action, and any claim or cause of action of the Corporation shall
be extinguished and deemed released unless asserted by the timely filing of a
legal action within such two-year period; provided, however, that if any
shorter period of limitations is otherwise applicable to any such cause of
action such shorter period shall govern.


 


18.          Additional Acts.  If for the validation of any of the
provisions in this Agreement any act, resolution, approval or other procedure
is required, the Corporation undertakes to cause such act, resolution, approval
or other procedure to be affected or adopted in a manner that will enable the
Corporation to fulfill its obligations under this Agreement.


 


19.          Headings.  The headings of the sections of this
Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction thereof.


 


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IN WITNESS WHEREOF, the parties have caused
this Agreement to be signed as of the day and year first above written.


 


	
  The Corporation:

  	
  SCANA CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


	
   

  	
  Name

  	
   

  	
   

  



 


	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Indemnitee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Printed
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


12

















 


Exhibit A


 


UNDERTAKING


 


Reference
is made to that certain Indemnification Agreement between SCANA Corporation, a
South Carolina corporation (the “Corporation”), and Indemnitee dated as of ________,
20___ (the “Indemnification Agreement”).


 


In
regard to any advancements made by the Corporation to Indemnitee pursuant to
the terms of the Indemnification Agreement, Indemnitee hereby undertakes
and agrees to repay to the Corporation any and all amounts so paid promptly and
in any event within thirty (30) days after the disposition, including
exhaustion of all appeals therefrom, of any litigation or threatened litigation
on account of which advancements were made if it is determined that Indemnitee
did not meet the standard of conduct described in Section 33-8-510 of the
1976 Code of Laws of South Carolina, as amended, or any successor provision of
applicable law.


 


 


	
  Indemnitee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Printed
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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