scanasebp


    Exhibit
      10.15

    


    


    


    


    


    


    SCANA
      CORPORATION

    


    SUPPLEMENTARY
      EXECUTIVE BENEFIT PLAN

    


    


    


    as
      established effective as of

    July
      1, 2001

    


    



    
      
         

      

      
         

        
        

      

      
         

      

    


    


    SCANA
      CORPORATION

    


    SUPPLEMENTARY
      EXECUTIVE BENEFIT PLAN

    


    TABLE
      OF CONTENTS

    Page

    


    
      	
              SECTION
                1. ESTABLISHMENT AND PURPOSE

            	
              1

            
	 	
              1.1

            	
              ESTABLISHMENT
                OF THE PLAN

            	
              1

            
	
               

            	
              1.2

            	
              DESCRIPTION
                OF THE PLAN

            	
              1

            
	
               

            	
              1.3

            	
              PURPOSE
                OF THE PLAN

            	
              1

            


    

    


    
      	
              SECTION
                2. DEFINITIONS

            	
              2

            
	 	
              2.1

            	
              DEFINITIONS

            	
              2

            
	
               

            	
              2.2

            	
              GENDER
                AND NUMBER

            	
              6

            


    

    


    
      	
              SECTION
                3. ELIGIBILITY AND PARTICIPATION

            	
              7

            
	 	
              3.1

            	
              ELIGIBILITY

            	
              7

            
	
               

            	
              3.2

            	
              TERMINATION
                OF PARTICIPATION

            	
              7

            


    

    


    
      	
              SECTION
                4. BENEFITS

            	
              8

            
	 	
              4.1

            	
              RIGHT
                TO SKESBP BENEFITS

            	
              8

            
	
               

            	
              4.2

            	
              QUALIFYING
                TERMNATION

            	
              8

            
	
               

            	
              4.3

            	
              DESCRIPTION
                OF SKESBP BENEFITS

            	
              8

            
	 	
              4.4

            	
              TERMINATION
                FOR TOTAL AND PERMANENT DISABILITY

            	
              9

            
	 	
              4.5

            	
              TERMINATION
                FOR RETIREMENT OR DEATH

            	
              9

            
	 	
              4.6

            	
              TERMINATION
                FOR CAUSE OR BY PARTICIPANT OTHER THAN FOR GOOD REASON

            	
              9

            
	 	
              4.7

            	
              NOTICE
                OF TERMINATION

            	
              9

            
	 	
              4.8

            	
              PARTICIPANT’S
                OBLIGATIONS

            	
              9

            
	 	
              4.9

            	
              TERMINATION
                FOR JUST CAUSE

            	
              9

            
	 	
              4.10

            	
              GROSS-UP
                PAYMENT

            	
              10

            
	 	
              4.11

            	
              TAX
                COMPUTATION

            	
              10

            
	 	
              4.12

            	
              FORM
                AND TIMING OF SKESBP BENEFITS

            	
              10

            
	 	
              4.13

            	
              NO
                SUBSEQUENT RECALCUATION OF PLAN LIABILITY

            	
              10

            
	 	
              4.14

            	
              BENEFITS
                UNDER OTHER PLANS

            	
              10

            


    

    


    
      	
              SECTION
                5. BENEFICIARY DESIGNATION

            	
              11

            
	 	
              5.1

            	
              DESIGNATION
                OF BENEFICIARY

            	
              11

            
	
               

            	
              5.2

            	
              DEATH
                OF BENEFICIARY

            	
              11

            
	
               

            	
              5.3

            	
              INEFFECTIVE
                DESIGNATION

            	
              11

            


    

    


    
      	
              SECTION
                6. GENERAL PROVISIONS

            	
              12

            
	 	
              6.1

            	
              CONTRACTUAL
                OBLIGATION

            	
              12

            
	
               

            	
              6.2

            	
              UNSECURED
                INTEREST

            	
              12

            
	
               

            	
              6.3

            	
              “RABBI”
                TRUST

            	
              12

            
	 	
              6.4

            	
              SUCCESSORS

            	
              12

            
	 	
              6.5

            	
              EMPLOYMENT/PARTICIPATION
                RIGHTS

            	
              12

            
	 	
              6.6

            	
              NONALIENATION
                OF BENEFITS

            	
              13

            
	 	
              6.7

            	
              SEVERABILITY

            	
              13

            
	 	
              6.8

            	
              NO
                INDIVIDUAL LIABILITY

            	
              13

            
	 	
              6.9

            	
              APPLICABLE
                LAW

            	
              13

            
	 	
              6.10

            	
              LEGAL
                FEES AND EXPENSES

            	
              14

            
	 	
              6.11

            	
              ARBITRATION

            	
              14

            


    

    


    
      	
              SECTION
                7. PLAN ADMINISTRATION, AMENDMENT AND TERMINATION

            	
              15

            
	 	
              7.1

            	
              IN
                GENERAL

            	
              15

            
	
               

            	
              7.2

            	
              CLAIMS
                PROCEDURE

            	
              15

            
	
               

            	
              7.3

            	
              FINALITY
                OF DETERMINATION

            	
              15

            
	 	
              7.4

            	
              DELEGATION
                OF AUTHORITY

            	
              15

            
	 	
              7.5

            	
              EXPENSES

            	
              15

            
	 	
              7.6

            	
              TAX
                WITHHOLDING

            	
              15

            
	 	
              7.7

            	
              INCOMPETENCY

            	
              15

            
	 	
              7.8

            	
              NOTICE
                OF ADDRESS

            	
              16

            
	 	
              7.9

            	
              AMENDMENT
                AND TERMINATION

            	
              16

            


    

    


    
      	
              SECTION
                8. EXECUTION

            	
              17

            


    

    


    


     

    


    



    
      
        
          


          -
            -

        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



    SCANA
      CORPORATION

    


    SUPPLEMENTARY
      EXECUTIVE BENEFIT PLAN

    


    


    SECTION
      1. ESTABLISHMENT AND PURPOSE

    


    1.1 Establishment
      of the Plan.
      SCANA
      Corporation hereby establishes a plan for certain executives to be known as
      the
“SCANA Corporation Supplementary Executive Benefit Plan” (the “Plan”), effective
      as of July 1, 2001.

    


    1.2 Description
      of the Plan.
      This
      Plan is intended to constitute a severance benefits plan which is unfunded
      and
      established primarily for the purpose of providing severance benefits for a
      select group of management or highly compensated employees. 

    


    1.3 Purpose
      of the Plan.
      The
      purpose of this Plan is to advance the interests of the Company by providing
      highly qualified Company executives and other key personnel with an assurance
      of
      equitable treatment in terms of compensation and economic security and to induce
      continued employment with the Company in the event of certain spin-offs,
      divestitures, or an acquisition or other Change in Control. The Corporation
      believes that an assurance of equitable treatment will enable valued executives
      and key personnel to maintain productivity and focus during a period of
      significant uncertainty inherent in such situations and that a severance
      compensation plan of this kind will aid the Company in attracting and retaining
      the highly qualified professionals who are essential to its
      success.

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SECTION
      2. DEFINITIONS

    


    2.1 Definitions.
      Whenever used herein, the following terms shall have the meanings set forth
      below, unless otherwise expressly provided herein or unless a different meaning
      is plainly required by the context, and when the defined meaning is intended,
      the term is capitalized:

    


    (a) “Agreement”
means
      a
      contract between an Eligible Employee and the Company permitting the Eligible
      Employee to participate in the Plan and delineating the benefits (if any) that
      are to be provided to the Eligible Employee in lieu of or in addition to the
      benefits described under the terms of this Plan.

    


    (b) “Base
      Salary”
means
      the base rate of compensation payable to a Participant as annual salary, not
      reduced by any pre-tax deferrals under any tax-qualified plan, non-qualified
      deferred compensation plan, qualified transportation fringe benefit plan under
      Code Section 132(f), or cafeteria plan under Section 125 maintained by the
      Company, but excluding amounts received or receivable under all incentive or
      other bonus plans.

    


    (c) “Beneficial
      Owner”
shall
      have the meaning ascribed to such term in Rule 13d-3 of the General Rules and
      Regulations under the Exchange Act.

    


    (d) “Beneficiary”
means
      any person or entity who, upon the Participant’s death, is entitled to receive
      the Participant’s benefits under the Plan in accordance with Section 5 hereof.


    


    (e) “Board”
means
      the Board of Directors of the Corporation.

    


    (f) “Change
      in Control”
means
      a
      change in control of the Corporation of a nature that would be required to
      be
      reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated
      under the Exchange Act, whether or not the Corporation is then subject to such
      reporting requirements; provided that, without limitation, such a Change in
      Control shall be deemed to have occurred if:

    


    (i) Any
      Person (as defined in Section 3(a)(9) of the Exchange Act and used in Sections
      13(d) and 14(d) thereof, including a “group” as defined in Section 13(d)) is or
      becomes the Beneficial Owner, directly or indirectly, of twenty five percent
      (25%) or more of the combined voting power of the outstanding shares of capital
      stock of the Corporation;

    


    (ii) During
      any period of two (2) consecutive years (not including any period prior to
      December 18, 1996) there shall cease to be a majority of the Board comprised
      as
      follows: individuals who at the beginning of such period constitute the Board
      and any new director(s) whose election by the Board or nomination for election
      by the Corporation’s stockholders was approved by a vote of at least two-thirds
      (2/3) of the directors then still in office who either were directors at the
      beginning of the period or whose election or nomination for election was
      previously so approved;

    


    (iii) The
      issuance of an Order by the Securities and Exchange Commission (SEC), under
      Section 9(a)(2) of the Public Utility Holding Company Act of 1935, as amended
      (the “1935 Act”), authorizing a third party to acquire five percent (5%) or more
      of the Corporation’s voting shares of capital stock;

    


    (iv) The
      shareholders of the Corporation approve a merger or consolidation of the
      Corporation with any other corporation, other than a merger or consolidation
      which would result in the voting shares of capital stock of the Corporation
      outstanding immediately prior thereto continuing to represent (either by
      remaining outstanding or by being converted into voting shares of capital stock
      of the surviving entity) at least eighty percent (80%) of the combined voting
      power of the voting shares of capital stock of the Corporation or such surviving
      entity outstanding immediately after such merger or consolidation; or the
      shareholders of the Corporation approve a plan of complete liquidation of the
      Corporation or an agreement for the sale or disposition by the Corporation
      of
      all or substantially all of the Corporation’s assets; or

    


    (v) The
      shareholders of the Corporation approve a plan of complete liquidation, or
      the
      sale or disposition of South Carolina Electric & Gas Company (hereinafter
      SCE&G), South Carolina Pipeline Corporation, or any subsidiary of the
      Corporation designated by the Board as a “Material Subsidiary,” but such event
      shall represent a Change in Control only with respect to a Participant who
      has
      been exclusively assigned to SCE&G, South Carolina Pipeline Corporation, or
      the affected Material Subsidiary.

    


    (g) “Code”
means
      the Internal Revenue Code of 1986, as amended.

    


    (h) “Committee”
means
      the Management Development and Corporate Performance Committee of the Board.
      Any
      references in this Plan to the “Committee” shall be deemed to include references
      to the designee appointed by the Committee under Section 7.4.

    


    (i) “Company”
means
      the Corporation and any subsidiaries of the Corporation and their successor(s)
      or assign(s) that adopt this Plan through execution of Agreements with any
      of
      their Employees or otherwise. When the term “Company” is used with respect to an
      individual Participant, it shall refer to the specific company at which the
      Participant is employed, unless otherwise required by the context.

    


    (j) “Corporation”
means
      SCANA Corporation, a South Carolina corporation, or any successor thereto.
      

    


    (k) “Effective
      Date of Termination”
means
      the date on which a Qualifying Termination occurs which triggers SEBP Benefits
      hereunder. 

    


    (l) “Eligible
      Employee”
means
      an Employee who is employed by the Company in a high-level management or
      administrative position, including employees who also serve as officers of
      the
      Company, as determined under the SCANA Corporation Executive Benefit
      Plan.

    


    (m) “Employee”
means
      a
      person who is actively employed by the Company and who falls under the usual
      common law rules applicable in determining the employer-employee
      relationship.

    


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

    


    (o) “Good
      Reason”
means,
      without the Participant’s written consent, the occurrence after a Change in
      Control of the Company of any one or more of the following:

    


    (i) The
      assignment of a Participant to duties inconsistent with his/her duties,
      responsibilities, and, if applicable, status as an officer of the Company or
      reduction or alteration in the nature or status of his/her responsibilities
      from
      those in effect as of ninety (90) days prior to the effective date of the Change
      in Control. A record, called “Exhibit A (of the EBP),” of each Plan
      Participant’s responsibilities, duties, and status as an officer shall be
      maintained as a point of reference for the purpose of identifying changes in
      these responsibilities, duties and status as an officer that would constitute
      “Good Reason;”

    


    (ii) A
      reduction by the Company in a Participant’s Base Salary as in effect thirty (30)
      days prior to the identification of a Potential Change in Control;

    


    (iii) The
      Company’s requiring a Participant to be based at a location in excess of
      twenty-five (25) miles from the location where a Participant is based as of
      the
      Effective Date of this Plan;

    


    (iv) The
      failure of the Company to continue in effect any annual or long-term incentive
      program for officers which is in effect as of the effective date of the Change
      in Control, or any of the Company’s employee benefit plans, policies, practices,
      or arrangements in which the Participant participates, unless similar plans
      of
      equal value are established in their place, or the failure by the Company to
      continue the Participant’s participation therein on substantially the same
      basis, both in terms of the amount of benefits provided and the level of the
      Participant’s participation relative to other participants, as existed as of the
      date of the Change in Control;

    


    (v) The
      failure of the Company to obtain a satisfactory agreement from any successor
      to
      the Company to assume and agree to perform this Plan, as contemplated in Section
      6.4 herein; and

    


    (vi) Any
      purported termination by the Company of the Participant’s employment that is not
      effected pursuant to a Notice of Termination satisfying the requirements of
      Section 4.7 herein, and for purposes of this Plan, no such purported termination
      shall be effective. 

    


    A
      Participant’s right to terminate his or her employment for Good Reason shall not
      be affected by his or her incapacity due to physical or mental illness. A
      Participant’s continued employment shall not constitute consent to, or a waiver
      of rights with respect to, any circumstance constituting Good Reason
      herein.

    


    (p) “Just
      Cause”
means
      any one or more of the following: 

    


    (i) Willful
      and continued failure by a Participant to substantially perform his or her
      duties with the Company (other than any such failure resulting from a Qualifying
      Termination), after a demand for substantial performance is delivered to the
      Participant that specifically identifies the manner in which the Company
      believes that the Participant has not substantially performed his/her duties,
      and the Participant has failed to resume substantial performance of his/her
      duties on a continuous basis within fourteen (14) days of receiving such
      demand;

    


    (ii) The
      willful engaging by a Participant in conduct which is demonstrably and
      materially injurious to the Company, monetarily or otherwise; or

    


    (iii) A
      Participant’s conviction of a felony or conviction of a misdemeanor which
      impairs his/her ability substantially to perform his/her duties with the
      Company.

    


    For
      purposes of this Section 2.1(p), no act, or failure to act, on a Participant’s
      part shall be deemed “willful” unless done, or omitted to be done, by a
      Participant not in good faith and without reasonable belief that the
      Participant’s action or omission was in the best interest of the
      Company.

    


    (q) “Participant”
means
      any Eligible Employee who is participating in the Plan in accordance with the
      provisions herein set forth.

    


    (r) “Potential
      Change in Control”
means
      and includes the event of any one or more of the following
      occurrences:

    


    (i) The
      Corporation enters into an agreement, the consummation of which would result
      in
      the occurrence of a Change in Control of the Corporation;

    


    (ii) Any
      person including the Corporation publicly announces an intention to take or
      to
      consider taking actions which if consummated, would constitute a Change of
      Control of the Corporation;

    


    (iii) Any
      person, other than a trustee or other fiduciary holding securities under an
      employee benefit plan of the Corporation (or corporation owned, directly or
      indirectly, by the stockholders of the Corporation in substantially the same
      proportions as their ownership of stock of the Corporation), becomes the
      Beneficial Owner, directly or indirectly, of securities of the Corporation
      representing eight and one-half percent (8.5%) or more of the combined voting
      power of the Corporation’s then outstanding securities;

    


    (iv) The
      filing of an application by a third party with the SEC under Section 9(a)(2)
      of
      the Public Utility Holding Company Act of 1935, as amended, for authorization
      to
      acquire shares so as to hold, own or control, directly or indirectly, five
      percent (5%) or more of the voting stock of the Corporation; or

    


    (v) The
      Board
      adopts a resolution to the effect that for purposes of the SCANA Corporation
      Executive Benefit Plan Trust and affected plans, a Potential Change in Control
      has occurred.

    


    (s) “Qualifying
      Termination”
means
      any of the events described in Section 4.2 herein, the occurrence of which
      triggers the payment of SEBP Benefits hereunder.

    


    (t) “Retirement”
means
      the retirement of a Participant at the “normal retirement age,” as defined in
      the SCANA Corporation Retirement Plan, as in effect on July 1, 2000, and as
      may
      be further amended and in effect from time to time, or in accordance with any
      retirement arrangement established with the Participant’s consent with respect
      to the Participant.

    


    (u) “SEBP
      Benefit”
means
      the benefits as provided in Section 4.3 herein.

    


    (v) “Total
      and Permanent Disability”
means
      a
      physical or mental condition which:

    


    (i) Renders
      a
      Participant unable to discharge his/her normal work responsibility with the
      Company and which, in the opinion of a licensed physician selected by the
      Participant, based upon significant medical evidence, can be reasonably expected
      to continue for a period of at least one (1) year; or

    


    (ii) Causes
      a
      Participant to be absent from the full-time performance of his/her duties with
      the Company for six (6) consecutive months and, within thirty (30) days after
      the Company delivers to the Participant written notice of termination, the
      Participant does not return to the full-time performance of his/her
      duties.

    


    2.2 Gender
      and Number.
      Except
      when otherwise indicated by the context, any masculine terminology used herein
      also shall include the feminine and the feminine shall include the masculine,
      and the use of any term herein in the singular may also include the plural
      and
      the plural shall include the singular. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SECTION
      3. ELIGIBILITY AND PARTICIPATION

    


    3.1 Eligibility.
      An
      Eligible Employee who is a Participant for purposes of the SCANA Corporation
      Executive Benefit Plan shall be a Participant automatically for purposes of
      this
      Plan.

    


    3.2 Termination
      of Participation.
      A
      Participant in this Plan under Section 3.1 shall remain covered hereunder
until
      the
      earliest of (i) the date the Participant is notified, in a writing signed by
      the
      Corporation’s Chief Executive Officer, that the Participant is no longer covered
      by the provisions of this Plan or the SCANA Corporation Executive Benefit Plan;
      (ii) the date upon which the Participant’s employment terminates for any reason,
      provided, however, the Participant shall be remain covered under the Plan after
      termination of employment so long as any benefits are payable from this Plan;
      or
      (iii) the date of termination of the Plan, provided, however, the Plan shall
      remain in effect with respect to the Participant so long as any benefits are
      payable to the Participant from this Plan.

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SECTION
      4. BENEFITS

    


    4.1 Right
      to SEBP Benefits.
      A
      Participant shall be entitled to receive from the Corporation SEBP Benefits
      as
      described in Section 4 herein, if there has been a Change in Control and if,
      within twenty-four (24) calendar months thereafter, the Participant’s employment
      with the Company shall end for any reason specified in Section 4.2 herein as
      being a Qualifying Termination. The amount of all SEBP Benefits described in
      Section 4 herein shall be calculated by the Committee in its sole
      discretion.

    


    4.2 Qualifying
      Termination.
      Subject
      to the terms of this Plan, the occurrence of any one (1) of the following events
      within twenty-four (24) calendar months after a Change in Control shall trigger
      the payment of SEBP Benefits under this Plan:

    


    (a) An
      involuntary termination of a Participant’s employment with the Company without
      Just Cause; or

    


    (b) A
      voluntary termination of a Participant’s employment with the Company for Good
      Reason.

    


    A
      termination of a Participant’s employment with the Company by reason of death,
      Total and Permanent Disability, Retirement, a voluntary termination by the
      Participant without Good Reason, or an involuntary termination by the Company
      for Just Cause shall not entitle a Participant to receive SEBP Benefits
      hereunder.

    


    In
      the
      event a successor company fails or refuses to assume the Company’s obligations
      under this Plan on or before the effective date of a Change in Control, as
      required by Section 6.4 herein, or in the event the Company or a successor
      company breaches any provision of this Plan, each Participant shall be paid
      the
      SEBP Benefits described herein, as if a qualifying employment termination had
      occurred on the effective date of the Change in Control.

    


    Notwithstanding
      the above, a Participant shall not be considered to have terminated his/her
      employment solely by reason of his/her transfer to a corporation whose stock
      was
      acquired from the Company in a transaction intended to qualify for tax-free
      treatment under Section 355 of the Code.

    


    4.3 Description
      of SEBP Benefits.
      If a
      Participant becomes entitled to receive SEBP Benefits, the Corporation shall
      pay
      to, and provide, such Participant with the following benefits, subject to the
      tax “gross-up” payment described in Section 4.11 and Section 4.12 and the
      reduction for benefits
      described in Section 4.3(c):

    


    (a) An
      amount
      intended to approximate two (2) times the sum of: (i) the Participant’s annual
      Base Salary in effect as of the Change in Control, and (ii) the Participant’s
      full targeted annual incentive opportunity in effect as of the Change in
      Control; and 

    


    (b) An
      amount
      equal to the total cost of coverage for medical coverage, long-term disability
      coverage, and LifePlus
      or other life insurance coverage,
      so as
      to provide substantially the same level of coverage and benefits enjoyed as
      if
      the Participant continued to be an employee of the Company for two (2) full
      years after the effective date of the Change in Control; and 

    


    (c) Notwithstanding
      the above, the amount payable to each Participant under this Plan shall be
      reduced (but not below zero) by all amounts received by such Participant, if
      any, under the SCANA Corporation Executive Benefit Plan.

    


    4.4 Termination
      for Total and Permanent Disability.
      Following a Change in Control of the Corporation, if a Participant’s employment
      is terminated due to Total and Permanent Disability, the Participant shall
      receive his Base Salary, through the Effective Date of Termination, at which
      point in time the Participant’s benefits shall be determined in accordance with
      the Company’s retirement, insurance, and other applicable plans and programs of
      the Company then in effect.

    


    4.5 Termination
      for Retirement or Death.
      Following a Change in Control of the Corporation, if a Participant’s employment
      is terminated by reason of his Retirement or death, the Participant’s benefits
      shall be determined in accordance with the Company’s retirement, survivor’s
      benefits, insurance, and other applicable plans and programs of the Company
      then
      in effect.

    


    4.6 Termination
      for Cause or by Participant Other Than for Good Reason.
      Following a Change in Control of the Company, if a Participant’s employment is
      terminated either (i) by the Company for Just Cause; or (ii) by the Participant
      other than for Good Reason, the Company shall pay the Participant his/her full
      Base Salary and accrued vacation through the Effective Date of Termination,
      at
      the rate then in effect, plus all other amounts to which the Participant is
      entitled under any compensation plan of the Company, at the time such payments
      are due, and the Company shall have no further obligations to the Participant
      under this Plan.

    


    4.7 Notice
      of Termination.
      Any
      Qualifying Termination shall be communicated by Notice of Termination from
      the
      party initiating the termination to the other party. For purposes of this Plan,
      a “Notice of Termination” shall mean a written notice which shall indicate the
      specific termination provision in this Plan relied upon and shall set forth
      in
      reasonable detail the facts and circumstances claimed to provide a basis for
      termination of the Participant’s employment under the provision so indicated, so
      as to entitle the Participant to benefits.

    


    4.8 Participant’s
      Obligations.
      Subject
      to the terms and conditions of this Plan, in the event of a Potential Change
      in
      Control of the Company, each Participant is required to remain with the Company
      until the earliest of (i) a date which is six (6) months after the occurrence
      of
      such Potential Change in Control of the Company; or (ii) a termination by a
      Participant of the Participant’s employment by reason of Total and Permanent
      Disability or Retirement; or (iii) the occurrence of a Change in Control of
      the
      Company.

    


    4.9 Termination
      for Just Cause.
      Nothing
      in this Plan shall be construed to prevent the Company from terminating a
      Participant’s employment for Just Cause. In such case, no SEBP Benefits shall be
      payable to the Participant under this Plan.

    


    4.10 Gross-Up
      Payment.
      In
      addition to the benefits described in Section 4.3 payable to each Participant
      or
      his Beneficiary (referred to as each Participant’s “SEBP Benefit”), the
      Corporation shall pay to the Participant an amount (the “Gross-Up Payment”) such
      that the net amount retained by each Participant after deduction of any excise
      tax imposed by Section 4999 of the Code (or any similar tax that may hereafter
      be imposed) on the SEBP Benefit, the Participant’s benefit under the Performance
      Share Award portion of the SCANA Corporation Long-Term Equity Compensation
      Plan
      (or any predecessor plan thereto) payable in connection with the Change in
      Control (the “Performance Share Benefit”), and the Gross-Up Payment (the “Excise
      Tax”) and any federal, state, and local income tax and Excise Tax upon the
      Participant’s SEBP Benefit, the Performance Share Benefit, and the Gross-Up
      Payment provided for by this Section 4.10 shall be equal to the sum of (i)
      the
      value of the SEBP Benefit otherwise payable hereunder and (ii) the value of
      the
      Performance Share Benefits paid to the Participant under the Long-Term Equity
      Compensation Plan (or any predecessor plan thereto) on account of the change
      in
      control provisions of that plan (or its predecessor). 

    


    4.11 Tax
      Computation.
      For
      purposes of determining the amount of the Gross-Up Payment referred to in
      Section 4.10, whether any of a Participant’s SEBP Benefit or Performance Share
      Benefit (as defined in Section 4.10) will be subject to the Excise Tax, and
      the
      amounts of such Excise Tax: (i) there shall be taken into account all other
      payments or benefits received or to be received by a Participant in connection
      with a Change in Control of the Corporation (whether pursuant to the terms
      of
      this Plan or any other plan, arrangement, or agreement with the Corporation,
      any
      person whose actions result in a Change in Control of the Corporation or any
      person affiliated with the Corporation or such person); and (ii) the amount
      of
      any Gross-Up Payment payable with respect to any Participant (or his
      Beneficiary) by reason of such payment shall be determined in accordance with
      a
      customary “gross-up formula,” as determined by the Committee in its sole
      discretion.

    


    4.12 Form
      and Timing of SEBP Benefits.
      A
      Participant’s SEBP Benefits described in Section 4.3, together with the Gross-Up
      Payment described in Section 4.10 and Section 4.11 shall be paid in the form
      of
      a single lump sum cash payment as soon as practicable following the Effective
      Date of Termination, but in no event beyond thirty (30) days from such date.
      

    


    4.13 No
      Subsequent Recalculation of Plan Liability.
      The
      Gross-Up Payments described in Sections 4.10 and 4.11 are intended and hereby
      deemed to be a reasonably accurate calculation of each Participant’s actual
      income tax and Excise Tax liability under the circumstances (or such tax
      liability of his Beneficiary), the payment of which is to be made by the
      Corporation or any “rabbi trust” established by the Corporation for such
      purposes. All such calculations of tax liability shall not be subject to
      subsequent recalculation or adjustment in either an underpayment or overpayment
      context with respect to the actual tax liability of the Participant (or his
      Beneficiary) ultimately determined as owed.

    


    4.14 Benefits
      Under Other Plans.
      Subject
      to the terms of a Participant’s Agreement, any other amounts due the Participant
      or his Beneficiary under the terms of any other Company plans or programs are
      in
      addition to the payments under this Plan. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SECTION
      5. BENEFICIARY DESIGNATION

    


    5.1 Designation
      of Beneficiary.

    


    (a) A
      beneficiary who is a Beneficiary for purposes of the SCANA Corporation Executive
      Benefit Plan shall be a Beneficiary automatically for purposes of this
      Plan.

    


    (b) The
      Secretary of SCANA Corporation (or his authorized designee) shall, upon receipt
      of a Participant’s Beneficiary designation:

    


    (i) ascertain
      that the designation has been signed, and if it has not been, return it to
      the
      Participant for his signature; and

    


    (ii) if
      signed, stamp the designation “Received,” indicate the date of receipt, and
      initial the designation in the proximity of the stamp.

    


    5.2 Death
      of Beneficiary.

    


    (a) In
      the
      event that of the Beneficiaries named in Section 5.1 predecease the Participant,
      the amounts that otherwise would have been paid to said Beneficiaries shall,
      where the designation fails to redirect to alternate Beneficiaries in such
      circumstance, be paid to the Participant’s estate as the alternate
      Beneficiary.

    


    (b) In
      the
      event that two or more Beneficiaries are named, and one or more but less than
      all of such Beneficiaries predecease the Participant, each surviving Beneficiary
      shall receive any dollar amount or proportion of funds designated or indicated
      for him per the designation under Section 5.1, and the dollar amount or
      designated or indicated share of each predeceased Beneficiary which the
      designation fails to redirect to an alternate Beneficiary in such circumstance
      shall be paid to the Participant’s estate as an alternate
      Beneficiary.

    


    5.3 Ineffective
      Designation.

    


    (a) In
      the
      event the Participant does not designate a Beneficiary, or if for any reason
      such designation is entirely ineffective, the amounts that otherwise would
      have
      been paid to the Beneficiary shall be paid to the Participant’s estate as the
      alternate Beneficiary.

    


    (b) In
      the
      circumstance that designations are effective in part and ineffective in part,
      to
      the extent that a designation is effective, distribution shall be made so as
      to
      carry out as closely as discernable the intent of the Participant, with result
      that only to the extent that a designation is ineffective shall distribution
      instead be made to the Participant’s estate as an alternate
      Beneficiary.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SECTION
      6. GENERAL PROVISIONS

    


    6.1 Contractual
      Obligation.
      It is
      intended that the Corporation is under a contractual obligation to make payments
      of a Participant’s SEBP Benefits when due. Payment of SEBP Benefits shall be
      made out of the general funds of the Corporation as determined by the Board
      without any restriction of the assets of the Corporation relative to the payment
      of such contractual obligations; the Plan is, and shall operate as, an unfunded
      plan.

    


    6.2 Unsecured
      Interest.
      No
      Participant or Beneficiary shall have any interest whatsoever in any specific
      asset of the Corporation. To the extent that any person acquires a right to
      receive payment under this Plan, such right shall be no greater than the right
      of any unsecured general creditor of the Corporation.

    


    6.3 “Rabbi”
      Trust.
      In
      connection with this Plan, the Board has established a grantor trust (known
      as
      the “SCANA Corporation Executive Benefit Plan Trust”) for the purpose of
      accumulating funds to satisfy the obligations incurred by the Corporation under
      this Plan (and such other plans and arrangements as determined from time to
      time
      by the Corporation). At any time prior to a Change in Control, as that term
      is
      defined in such Trust, the Corporation may transfer assets to the Trust to
      satisfy all or part of the obligations incurred by the Corporation under this
      Plan, as determined in the sole discretion of the Committee, subject to the
      return of such assets to the Corporation at such time as determined in
      accordance with the terms of such Trust. Notwithstanding the establishment
      of
      the Trust, the right of any Participant to receive future payments under the
      Plan shall remain an unsecured claim against the general assets of the
      Corporation.

    


    6.4 Successors.
      The
      Company will require any successor (whether direct or indirect, by purchase,
      merger, consolidation, or otherwise) of all or substantially all of the business
      and/or assets of the Company or of any division or subsidiary thereof to
      expressly assume and agree to perform this Plan in the same manner and to the
      same extent that the Company would be required to perform it if no such
      succession had taken place. Failure of the Company to obtain such assumption
      and
      agreement prior to the effectiveness of any such succession shall be a breach
      of
      this Plan and shall entitle each Participant to compensation from the Company
      in
      the same amount and on the same terms as they would be entitled hereunder if
      terminated voluntarily for Good Reason, except for the purposes of implementing
      the foregoing, the date on which any such succession becomes effective shall
      be
      deemed the Effective Date of Termination.

    


    6.5 Employment/Participation
      Rights.

    


    (a) Nothing
      in the Plan shall interfere with or limit in any way the right of the Company
      to
      terminate any Participant’s employment at any time, nor confer upon any
      Participant any right to continue in the employ of the Company.

    


    (b) Nothing
      in the Plan shall be construed to be evidence of any agreement or understanding,
      express or implied, that the Company will continue to employ a Participant
      in
      any particular position or at any particular rate of remuneration.

    


    (c) No
      employee shall have a right to be selected as a Participant, or, having been
      so
      selected, to be selected again as a Participant.

    


    (d) Nothing
      in this Plan shall affect the right of a recipient to participate in and receive
      benefits under and in accordance with any pension, profit-sharing, deferred
      compensation or other benefit plan or program of the Company.

    


    (e) Participation
      in this Plan shall constitute the entire agreement between the Company and
      each
      Participant and shall supersede those provisions of any employment agreement
      with the Company affecting a Participant’s rights to receive benefits as a
      result of his/her termination of employment within twenty-four (24) months
      following a Change in Control of the Company. In all other respects, any
      employment agreement shall continue in full force and effect.

    


    6.6 Nonalienation
      of Benefits.

    


    (a) No
      right
      or benefit under this Plan shall be subject to anticipation, alienation, sale,
      assignment, pledge, encumbrance, or change, and any attempt to anticipate,
      alienate, sell, assign, pledge, encumber or change the same shall be void;
      nor
      shall any such disposition be compelled by operation of law.

    


    (b) No
      right
      or benefit hereunder shall in any manner be liable for or subject to the debts,
      contracts, liabilities, or torts of the person entitled to benefits under the
      Plan.

    


    (c) If
      any
      Participant or Beneficiary hereunder should become bankrupt or attempt to
      anticipate, alienate, sell, assign, pledge, encumber, or change any right or
      benefit hereunder, then such right or benefit shall, in the discretion of the
      Committee, cease, and the Committee shall direct in such event that the
      Corporation hold or apply the same or any part thereof for the benefit of the
      Participant or Beneficiary in such manner and in such proportion as the
      Committee may deem proper.

    


    6.7 Severability.
      If any
      particular provision of the Plan shall be found to be illegal or unenforceable
      for any reason, the illegality or lack of enforceability of such provision
      shall
      not affect the remaining provisions of the Plan, and the Plan shall be construed
      and enforced as if the illegal or unenforceable provision had not been
      included.

    


    6.8 No
      Individual Liability.
      It is
      declared to be the express purpose and intention of the Plan that no liability
      whatsoever shall attach to or be incurred by the shareholders, officers, or
      directors of the Corporation or any representative appointed hereunder by the
      Corporation, under or by reason of any of the terms or conditions of the
      Plan.

    


    6.9 Applicable
      Law.
      This
      Plan shall be governed by and construed in accordance with the laws of the
      State
      of South Carolina except to the extent governed by applicable federal
      law.

    


    6.10 Legal
      Fees and Expenses.
      The
      Company shall pay all legal fees, costs of litigation, and other expenses
      incurred in good faith by each Participant as a result of the Company’s refusal
      to provide the SEBP Benefits to which the Participant becomes entitled under
      this Plan, or as a result of the Company’s contesting the validity,
      enforceability, or interpretation of the Plan.

    


    6.11 Arbitration.
      Each
      Participant shall have the right and option to elect (in lieu of litigation)
      to
      have any dispute or controversy arising under or in connection with the Plan
      settled by arbitration, conducted before a panel of three (3) arbitrators
      sitting in a location selected by the Participant within fifty (50) miles from
      the location of his or her job, in accordance with the rules of the American
      Arbitration Association then in effect. Judgment may be entered on the award
      of
      the arbitrator in any court having jurisdiction. All expenses of such
      arbitration, including the fees and expenses of the counsel for the Participant,
      shall be borne by the Company.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SECTION
      7. PLAN ADMINISTRATION, AMENDMENT AND TERMINATION

    


    7.1 In
      General.
      This
      Plan shall be administered by the Committee, which shall have the sole
      authority, in its discretion, to construe and interpret the terms and provisions
      of the Plan and determine the amount, manner and time of payment of any benefits
      hereunder. The Committee shall maintain records, make the requisite calculations
      and disburse payments hereunder, and its interpretations, determinations,
      regulations and calculations shall be final and binding on all persons and
      parties concerned. The Committee may adopt such rules as it deems necessary,
      desirable or appropriate in administering this Plan and the Committee may act
      at
      a meeting, in a writing without a meeting, or by having actions otherwise taken
      by a member of the Committee pursuant to a delegation of duties from the
      Committee. 

    


    7.2 Claims
      Procedure.
      Any
      person dissatisfied with the Committee’s determination of a claim for benefits
      hereunder must file a written request for reconsideration with the Committee.
      This request must include a written explanation setting forth the specific
      reasons for such reconsideration. The Committee shall review its determination
      promptly and render a written decision with respect to the claim, setting forth
      the specific reasons for such denial written in a manner calculated to be
      understood by the claimant. Such claimant shall be given a reasonable time
      within which to comment, in writing, to the Committee with respect to such
      explanation. The Committee shall review its determination promptly and render
      a
      written decision with respect to the claim. Such decision upon matters within
      the scope of the authority of the Committee shall be conclusive, binding, and
      final upon all claimants under this Plan. 

    


    7.3 Finality
      of Determination.
      The
      determination of the Committee as to any disputed questions arising under this
      Plan, including questions of construction and interpretation, shall be final,
      binding, and conclusive upon all persons.

    


    7.4 Delegation
      of Authority.
      The
      Committee may, in its discretion, delegate its duties to an officer or other
      employee of the Company, or to a committee composed of officers or employees
      of
      the Company. 

    


    7.5 Expenses.
      The
      cost of payment from this Plan and the expenses of administering the Plan shall
      be borne by the Corporation. 

    


    7.6 Tax
      Withholding.
      The
      Corporation shall have the right to deduct from all payments made from the
      Plan
      any federal, state, or local taxes required by law to be withheld with respect
      to such payments.

    


    7.7 Incompetency.
      Any
      person receiving or claiming benefits under the Plan shall be conclusively
      presumed to be mentally competent and of age until the Committee receives
      written notice, in a form and manner acceptable to it, that such person is
      incompetent or a minor, and that a guardian, conservator, statutory committee
      under the South Carolina Code of Laws, or other person legally vested with
      the
      care of his estate has been appointed. In the event that the Committee finds
      that any person to whom a benefit is payable under the Plan is unable to
      properly care for his affairs, or is a minor, then any payment due (unless
      a
      prior claim therefor shall have been made by a duly appointed legal
      representative) may be paid to the spouse, a child, a parent, or a brother
      or
      sister, or to any person deemed by the Committee to have incurred expense for
      the care of such person otherwise entitled to payment.

    


    In
      the
      event a guardian or conservator or statutory committee of the estate of any
      person receiving or claiming benefits under the Plan shall be appointed by
      a
      court of competent jurisdiction, payments shall be made to such guardian or
      conservator or statutory committee provided that proper proof of appointment
      is
      furnished in a form and manner suitable to the Committee. Any payment made
      under
      the provisions of this Section 7.7 shall be a complete discharge of liability
      therefor under the Plan.

    


    7.8 Notice
      of Address.
      Any
      payment made to a Participant or his designated Beneficiary at the last known
      post office address of the distributee on file with the Corporation, shall
      constitute a complete acquittance and discharge to the Corporation and any
      director or officer with respect thereto, unless the Corporation shall have
      received prior written notice of any change in the condition or status of the
      distributee. Neither the Corporation nor any director or officer shall have
      any
      duty or obligation to search for or ascertain the whereabouts of the Participant
      or his designated Beneficiary.

    


    7.9 Amendment
      and Termination.
      The
      Corporation expects the Plan to be permanent, but since future conditions
      affecting the Corporation cannot be anticipated or foreseen, the Corporation
      reserves the right to amend, modify, or terminate the Plan at any time by action
      of its Board at any time prior to a Change in Control, pursuant to a Board
      resolution adopted by a vote of two-thirds (2/3) of the Board members then
      serving on the Board. Upon any such amendment, and except as provided hereunder
      upon the occurrence of a Change in Control, each Participant and his
      Beneficiary(ies) shall only be entitled to such benefits as determined by the
      Board pursuant to such amendment. Upon any such termination, and except as
      provided hereunder upon the occurrence of a Change in Control, no Participant
      or
      Beneficiary(ies) shall be entitled to any further benefits hereunder, unless
      determined otherwise by the Board, in its sole discretion. Notwithstanding
      the foregoing, however: (a) in the event a Change in Control occurs during
      the
      term of the Plan, this Plan will remain in effect until all benefits have been
      paid to all Participants existing at the time of the Change in Control; and
      (b)
      no amendment, modification or termination of the Plan may be made, and no
      Participants may be added to the Plan, upon or following a Change in Control
      without the express written consent of all of the Plan’s Participants covered by
      the Plan at such time.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SECTION
      8. EXECUTION

    


    IN
      WITNESS WHEREOF, the Corporation has caused this SCANA Corporation Supplementary
      Executive Benefit Plan to be executed by its duly authorized officer this
      2nd
      day of
      August, 2001, to be effective as of July 1, 2001.

    


    SCANA
      CORPORATION

    


    By:
      /s/William
      B. Timmerman 

    


    Title:
      Chairman,
      President and Chief Executive Officer

    


    


    ATTEST:

    


    


    /s/Lynn
      M. Williams  

    Secretary

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    WDC99
      462144-1.037437.0017