scanaebp


    


    


    Exhibit
      10.13

    


    


    


    


    


    


    


    


    


    SCANA
      CORPORATION

    


    EXECUTIVE
      BENEFIT PLAN

    


    


    


    


    


    


    as
      established effective as of

    July
      1, 2001

    


    


    


    


    


    


    


    


    
      
         

      

      
         

        
        

      

      
         

      

    

    


    


    


    



    SCANA
      CORPORATION

    


    EXECUTIVE
      BENEFIT PLAN

    


    TABLE
      OF CONTENTS

    Page

    


    
      	
              SECTION
                1. ESTABLISHMENT AND PURPOSE

            	
              2

            
	 	
              1.1

            	
              ESTABLISHMENT
                OF THE PLAN

            	
              2

            
	
               

            	
              1.2

            	
              DESCRIPTION
                OF THE PLAN

            	
              2

            
	
               

            	
              1.3

            	
              PURPOSE
                OF THE PLAN

            	
              2

            


    

    


    
      	
              SECTION
                2. DEFINITIONS

            	
              2

            
	 	
              2.1

            	
              DEFINITIONS

            	
              2

            
	
               

            	
              2.2

            	
              GENDER
                AND NUMBER

            	
              4

            


    

    


    
      	
              SECTION
                3. ELIGIBILITY AND PARTICIPATION

            	
              5

            
	 	
              3.1

            	
              ELIGIBILITY

            	
              5

            
	
               

            	
              3.2

            	
              TERMINATION
                OF PARTICIPATION

            	
              5

            


    

    


    
      	
              SECTION
                4. BENEFITS

            	
              6

            
	 	
              4.1

            	
              RIGHT
                TO PLAN BENEFITS

            	
              6

            
	
               

            	
              4.2

            	
              DESCRIPTION
                OF PLAN BENEFITS

            	
              6

            
	
               

            	
              4.3

            	
              GROSS-UP
                PAYMENTS

            	
              6

            
	 	
              4.4

            	
              TAX
                COMPUTATION

            	
              6

            
	 	
              4.5

            	
              FORM
                AND TIMING OF PLAN BENEFITS

            	
              7

            
	 	
              4.6

            	
              NO
                SUBSEQUENT RECALCULATIONS OF PLAN LIABILITY

            	
              7

            
	 	
              4.7

            	
              BENEFITS
                UNDER OTHER PLANS

            	
              7

            


    

    


    
      	
              SECTION
                5. BENEFICIARY DESIGNATION

            	
              8

            
	 	
              5.1

            	
              DESIGNATION
                OF BENEFICIARY

            	
              8

            
	
               

            	
              5.2

            	
              DEATH
                OF BENEFICIARY

            	
              8

            
	
               

            	
              5.3

            	
              INEFFECTIVE
                DESIGNATION

            	
              8

            


    

    


    
      	
              SECTION
                6. GENERAL PROVISIONS

            	
              10

            
	 	
              6.1

            	
              CONTRACTUAL
                OBLIGATION

            	
              10

            
	
               

            	
              6.2

            	
              UNSECURED
                INTEREST

            	
              10

            
	
               

            	
              6.3

            	
              “RABBI”
                TRUST

            	
              10

            
	 	
              6.4

            	
              EMPLOYMENT
                PARTICIPATION RIGHTS

            	
              10

            
	 	
              6.5

            	
              NONALIENATION
                OF BENEFITS

            	
              11

            
	 	
              6.6

            	
              SEVERABILITY

            	
              11

            
	 	
              6.7

            	
              NO
                INDIVIDUAL LIABILITY

            	
              11

            
	 	
              6.8

            	
              APPLICABLE
                LAW

            	
              11

            


    

    


    
      	
              SECTION
                7. PLAN ADMINISTRATION, AMENDMENT AND TERMINATION

            	
              12

            
	 	
              7.1

            	
              IN
                GENERAL

            	
              12

            
	
               

            	
              7.2

            	
              CLAIMS
                PROCEDURE

            	
              12

            
	
               

            	
              7.3

            	
              FINALITY
                OF DETERMINATION

            	
              12

            
	 	
              7.4

            	
              DELEGATION
                OF AUTHORITY

            	
              12

            
	 	
              7.5

            	
              EXPENSES

            	
              12

            
	 	
              7.6

            	
              TAX
                WITHHOLDING

            	
              12

            
	 	
              7.7

            	
              INCOMPETENCY

            	
              12

            
	 	
              7.8

            	
              NOTICE
                OF ADDRESS

            	
              13

            
	 	
              7.9

            	
              AMENDMENT
                AND TERMINATION

            	
              13

            


    

    


    
      	
              SECTION
                8. EXECUTION

            	
              14

            


    

    


    


    


    



    SCANA
      CORPORATION

    


    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 Executive Benefit Plan” (the “Plan”), effective as of July 1,
      2001. 

    


    1.2 Description
      of the Plan.
      This
      Plan is intended to constitute an unfunded plan that is established primarily
      for the purpose of providing certain benefits for a select group of management
      or highly compensated employees in the event of a Change in Control.


    


    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 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 Code 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) “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.

    


    (l) “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.

    


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

    


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

    


    (o) “Plan
      Benefit”
means
      the benefits as provided in Section 4 herein.

    


    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 shall become a Participant in the Plan when selected for
      such
      participation by the Corporation’s Chief Executive Officer, in a writing signed
      by him. Once a Participant is selected for participation, the Participant shall
      remain covered under the Plan, subject to the termination of participation
      provisions under Section 3.2. 

    


    3.2 Termination
      of Participation.
      Once a
      Participant is selected for participation in the Plan under Section 3.1, the
      Participant 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; (ii) the date upon which the Participant’s employment terminates
      for any reason; or (iii) the date of termination of the Plan.

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SECTION
      4. BENEFITS

    


    4.1 Right
      to Plan Benefits.
      A
      Participant shall be entitled to receive from the Corporation Plan Benefits
      as
      described in Sections 4.2 and 4.3 only upon the occurrence of a Change in
      Control where there has not been a termination of the SCANA Corporation Key
      Executive Severance Benefits Plan prior thereto. The amount of all Plan Benefits
      described in Sections 4.2 and 4.3 shall be calculated by the Committee in its
      sole discretion.

    


    4.2 Description
      of Plan Benefits.
      Upon a
      Change in Control where there has not been a termination of the SCANA
      Corporation Key Executive Severance Benefits Plan prior thereto, the Corporation
      shall pay to, and provide, each Participant with the following:

    


    (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.

    


    4.3 Gross-Up
      Payments.
      In
      addition to the benefits described in Section 4.2 payable to each Participant
      or
      his Beneficiary (referred to as each Participant’s “Compensation Benefit”), upon
      a Change in Control, 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 Compensation Benefit, the
      Participant’s benefit payable 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 Compensation
      Benefit, the Performance Share Benefit, and the Gross-Up Payment provided for
      by
      this Section 4.3 shall be equal to the sum of (i) the value of the Compensation
      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).

    


    4.4 Tax
      Computation.
      For
      purposes of determining the amount of the Gross-Up Payment referred to in
      Section 4.3, whether any of a Participant’s Compensation Benefit or Performance
      Share Benefit (as defined in Section 4.3) 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. 

    


    4.5 Form
      and Timing of Plan Benefits.
      All
      payments under this Plan shall be made by the Corporation (or to the extent
      assets are transferred to the SCANA Corporation Executive Benefit Plan Trust
      by
      the trustee of such trust in accordance with the trust’s terms) to the
      Participant (or his Beneficiary) in the form of a single lump sum cash payment
      as soon as practicable following the Change in Control, but in no event later
      than the date specified by the terms of the SCANA Corporation Executive Benefit
      Plan Trust.

    


    4.6 No
      Subsequent Recalculation of Plan Liability.
      The
      Gross-Up Payments described in Sections 4.3 and 4.4 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. 

    


    4.7 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
      Participant shall designate a Beneficiary or Beneficiaries who, upon the
      Participant’s death, are to receive the amounts that otherwise would have been
      paid to the Participant. All designations shall be in writing
      and
signed
      by the
      Participant. The designation shall be effective only if and when delivered
      to
      the Corporation during the lifetime of the Participant. The Participant also
      may
      change his Beneficiary or Beneficiaries by a signed, written instrument
      delivered to the Corporation. The payment of amounts shall be in accordance
      with
      the last unrevoked written designation of Beneficiary that has been signed
      and
      delivered to the Corporation. All Beneficiary designations shall be addressed
      to
      the Secretary of SCANA Corporation and delivered to his office, and shall be
      processed as indicated in subsection (b) below by the Secretary or by his
      authorized designee.

    


    (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 all 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 Plan Benefits when due. Payment of Plan 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 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.

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    6.5 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.

    


    6.6 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.

    


    6.7 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.

    


    6.8 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.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    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 Executive
      Benefit Plan to be executed by its duly authorized officer this 2nd day of
      August, 2001, to be initially 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