amendedshortterm


    Exhibit
      10.20

    


    AMENDMENTS
      TO THE

    SCANA
      CORPORATION SHORT-TERM ANNUAL INCENTIVE PLAN

    


    Pursuant
      to the authority granted to the officers of SCANA Corporation by a Resolution
      of
      the Board of Directors of SCANA Corporation adopted on November 1, 2006, the
      following amendments shall be included in the working copy of the SCANA
      Corporation Short-Term Annual Incentive Plan (the “Plan”) as follows effective
      November 1, 2006 (with
      new language bolded and underlined, deletions
      struck-through):

    


    	1.  	
            Section
              7.1(a) is amended to read as
              follows:

          


    


    (a) Accelerated
      Distributions Upon Change in Control.
      Notwithstanding anything in this Plan to the contrary, upon the occurrence
      of a
      Change in Control, as to which the Key Employee Severance Benefits Plan
      (“KESBP”) was not
      terminated prior to such Change in Control, all amounts (or remaining amounts)
      owed under this Plan as of the date of such Change in Control (referred to
      as
      each Participant’s “AlP Benefit”) shall become immediately due and payable. The
      AlP Benefit shall be an amount equal to the 100% of the Targeted Incentive
      Award
      level in effect for the Year of the Change in Control. Each Participant’s AlP
      Benefit determined under this subsection shall be paid to each Participant
      (and
      his or her Beneficiary) in the form of a single lump sum payment of the Present
      Value of all such amounts owed,
      together with 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
      such benefits (the “Excise Tax”) and any Federal, state, and local income tax
      and Excise Tax upon the AlP Benefit and the Gross-Up Payment provided for by
      this subsection shall be equal to the value of the Participant’s AlP
      Benefit.
      In
      addition to the AlP Benefit payable to each Participant or his Beneficiary,
      in
      connection with which the Committee determines that a payment or distribution
      by
      the Corporation to or for the benefit of a Participant 

    


    
      	 	
              (i)

            	
              Paid
                or payable pursuant to the terms of this Plan; or
                

            


    

    


    (ii) Paid
      or payable pursuant to the terms of
      the
      Performance Share Award portion of the SCANA Corporation Long-Term Equity
      Compensation Plan (or any predecessor plan thereto); or 

    


    (iii) Paid
      or payable under any other compensation plan or
      arrangement

    



      (“Gross-Up
        Eligible Payments”) would be subject to the
        excise tax imposed by Section 4999 of the Code (or any other similar
        tax that may hereafter be imposed) on such
        benefits (the “Excise Tax”),
        the Corporation shall pay to the Participant an additional
        payment (the “Excise Tax Gross-Up Payment”) to compensate such Participant for
        any Excise Tax due and owing by the Participant with respect to the Gross-Up
        Eligible Payments. The Excise Tax Gross-Up Payment shall equal (i) the amount
        of
        such Excise Taxes on Gross-Up Eligible Payments plus (ii) a payment to
        compensate such Participant for the federal (and to the degree applicable,
        state
        and local) income taxes, federal Medicare taxes and additional Excise Taxes
        attributable to the amount of such additional payment, calculated in accordance
        with Section 7.1(b).
        The amount of the Excise Tax Gross-Up Payment payable by the Corporation
        with
        respect to the amounts described in Section 7.1(a)(iii) shall be offset by
        any
        gross-up payment made by the Corporation with respect to the amounts referred
        to
        in Section 7.1(a)(iii) pursuant to the provisions of any other plan or
        arrangement. For all purposes of this Section 7.1(a), 7.1(b), and 7.1(c),
        the
        calculations and determinations made shall be made periodically prior to
        a
        Change in Control and only by the Committee as constituted from time to time
        prior to a Change in Control. On and after a Change in Control, the Committee
        shall have no power or authority to modify the calculations previously made
        prior to the Change in Control.


    


    Such
      payments
      shall be
      made by the Corporation (or to the extent assets are transferred to a “rabbi
      trust” for such purpose, by the trustee of such trust in accordance with the
      trust’s terms) to the Participant (or his or her Beneficiary) as soon as
      practicable following the Change in Control, but in no event later than thirty
      (30) days from such date. In the event that there is a Change in Control
      relative to which the KESBP was terminated prior to such Change in Control,
      the
      provisions of this Section shall not apply and Participants shall have benefits
      determined and payable under the other provisions of this Plan only if and
      to
      the extent that the Company’s successor following the Change of Control adopts
      the Plan.

    


    


    	2.  	
            Section
              7.1(b) is amended to read as
              follows:

          


    


    (b) Tax
      Computation.
      For
      purposes of determining whether
      a payment or distribution is a Gross-Up Eligible Payment and
the
      amount of the Excise
      Tax and the Excise Tax Gross-Up
      Payment referred to in the preceding subsection, the
      Committee shall act reasonably and apply a whether
      any of a Participant’s AlP Benefit 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 or her
      Beneficiary) by reason of such payment shall be determined in accordance with
      a
customary
      “gross-up formula,” as determined by the Committee (or its designee) in its sole
      discretion.

    


    	3.  	
            Section
              7.1(c) is amended to read as
              follows:

          


    


    (c) No
      Subsequent Recalculation of Tax Liability.
      The
      Excise Tax
      Gross-Up
      Payments described in the foregoing provisions 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
      or
      her 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 or her Beneficiary)
      ultimately determined as owed.

      

    IN
      WITNESS WHEREOF, the Company has caused this SCANA Corporation Short-Term Annual
      Incentive Plan to be amended by its duly authorized officer to be effective
      as
      of November 1, 2006.

    


     

    SCANA
      Corporation     

     

    


    By:
      /s/William B. Timmerman  

    William
      B. Timmerman

    


    


    Title:
      Chairman,
      President and Chief  

           
                Executive
      Officer

    


    


    ATTEST:

    


    /s/Lynn
      M. Williams  

    Secretary