amendedskesbp


    Exhibit
      10.12

    


    AMENDMENTS
      TO THE

    SCANA
      CORPORATION SUPPLEMENTARY KEY EXECUTIVE SEVERANCE 

    BENEFITS
      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 Supplementary Key Executive Severance Benefits Plan (the “Plan”) as
      follows effective November 1, 2006 (with
      new language bolded and underlined, deletions
      struck-through):

    


    
      	1.  	
              Section
                4.10 is amended to read as
                follows:

            


    

    


    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 “SKESBP 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 SKESBP Benefit, the Participant’s benefit
      under in
      connection with which the Committee determines that a payment or distribution
      by
      the Corporation to or for the benefit of a Participant 

    


    
      	 	
              (a)

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

            


    

    


    (b) 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 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 SKESBP 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 SKESBP 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).

    


    (c) 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 4.11.
        The amount of the Excise Tax Gross-Up Payment payable by the Corporation
        with
        respect to the amounts described in Section 4.10(c) shall be offset by any
        gross-up payment made by the Corporation with respect to the amounts referred
        to
        in Section 4.10(c) pursuant to the provisions of any other plan or arrangement.
        For all purposes of this Section 4.10, 4.11, and 4.13, 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.


    


    
      	2.  	
              Section
                4.11 is amended to read as
                follows:

            


    

    


    4.11 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 Section 4.10, the
      Committee shall act reasonably and apply a whether
      any of a Participant’s SKESBP 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.

    


    
      	3.  	
              Section
                4.13 is amended to read as
                follows:

            


    

    


    4.13 No
      Subsequent Recalculation of Plan Liability.
      The
      Excise Tax
      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.

    


     

    IN
      WITNESS WHEREOF, the Company has caused this SCANA Corporation Supplementary
      Key
      Executive Severance Benefits 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