DRAFT

                         Long-Term Equity Compensation Plan

                         SCANA Corporation

                         January 2000



























                                                This  material is intended to
                                                aid in the  implementation
                                                of the Plan by providing
                                                an initial draft for review
                                                by representatives of
                                                SCANA Corporation
                                                Company and its legal
                                                counsel.


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Contents

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Article 1. Establishment, Objectives, and Duration                            1

Article 2. Definitions                                                        1

Article 3. Administration                                                     5

Article 4. Shares Subject to the Plan and Maximum Awards                      5

Article 5. Eligibility and Participation                                      7

Article 6. Stock Options                                                      7

Article 7. Stock Appreciation Rights                                          8

Article 8. Restricted Stock                                                  10

Article 9. Performance Units and Performance Shares                          11

Article 10. Performance Measures                                             12

Article 11. Beneficiary Designation                                          13

Article 12. Deferrals                                                        13

Article 13. Rights of Employees/Directors                                    13

Article 14. Change in Control                                                14

Article 15. Amendment, Modification, and Termination                         14

Article 16. Withholding                                                      15

Article 17. Indemnification                                                  15

Article 18. Successors                                                       15

Article 19. Legal Construction                                               16


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SCANA Corporation Long-Term Equity Compensation Plan

Article 1. Establishment, Objectives, and Duration

     1.1  Establishment  of  the  Plan.  SCANA  Corporation,  a  South  Carolina
corporation  (hereinafter  referred  to  as  "SCANA"),   hereby  establishes  an
incentive  compensation  plan to be known as the  "SCANA  Corporation  Long-Term
Equity Compensation Plan" (hereinafter  referred to as the "Plan"), as set forth
in this  document.  The Plan permits the grant of  Nonqualified  Stock  Options,
Incentive  Stock  Options,   Stock   Appreciation   Rights,   Restricted  Stock,
Performance Shares, and Performance Units.

     Subject  to  approval  by  SCANA's  stockholders,  the  Plan  shall  become
effective  as of January  1, 2000 (the  "Effective  Date")  and shall  remain in
effect as provided in Section  1.3 hereof.  Any Awards  which are made under the
Plan prior to its approval by SCANA's stockholders are expressly contingent upon
such  approval and shall become null and void in the event such  approval is not
obtained.

     1.2  Objectives of the Plan. The objectives of the Plan are to optimize the
profitability and growth of the Company through  long-term  incentives which are
consistent  with the  Company's  goals and which link the personal  interests of
Participants to those of SCANA's  stockholders;  to provide Participants with an
incentive  for  excellence in individual  performance;  and to promote  teamwork
among Participants.

     The Plan is further  intended to provide  flexibility to the Company in its
ability to motivate,  attract,  and retain the services of Participants who make
significant  contributions to the Company's success and to allow Participants to
share in the success of the Company.

     1.3 Duration of the Plan. The Plan shall commence on the Effective Date, as
described  in Section 1.1  hereof,  and shall  remain in effect,  subject to the
right of the  Committee to amend or terminate  the Plan at any time  pursuant to
Article 15 hereof,  until all Shares  subject to it shall have been purchased or
acquired according to the Plan's provisions.  However,  in no event may an Award
be granted under the Plan more than ten (10) years after the  Effective  Date of
the Plan.

Article 2. Definitions

     Whenever used in the Plan, the following  terms shall have the meanings set
forth below,  and when the meaning is intended,  the initial  letter of the word
shall be capitalized:

     2.1  "Award" means,  individually or collectively,  a grant under this Plan
          of  Nonqualified  Stock  Options,   Incentive  Stock  Options,   Stock
          Appreciation   Rights,   Restricted  Stock,   Performance   Shares  or
          Performance Units.

     2.2  "Award  Agreement"  means an agreement  entered into by SCANA and each
          Participant  setting  forth  the terms and  provisions  applicable  to
          Awards granted under this Plan.

     2.3  "Beneficial  Owner" or "Beneficial  Ownership"  shall have the meaning
          ascribed  to  such  term  in  Rule  13d-3  of the  General  Rules  and
          Regulations under the Exchange Act.


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     2.4  "Board" or "Board of Directors" means the Board of Directors of SCANA.

     2.5  "Change  in  Control"  means a change in  control of SCANA 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 SCANA is then  subject to such  reporting  requirement;
          provided that, without  limitation,  such a Change in Control shall be
          deemed to have occurred if:

          (a)  Any  Person 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 SCANA;

          (b)  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 SCANA'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;

          (c)  The  issuance  of  an  Order  by  the   Securities  and  Exchange
               Commission  (SEC),  under Section  9(a)(2) of the Public  Utility
               Holding Act of 1935 (the "1935 Act"),  authorizing  a third party
               to acquire more than five percent (5%) of SCANA's  voting  shares
               of capital stock;

          (d)  The  shareholders of SCANA approve a merger or  consolidation  of
               SCANA  with  any  other  corporation,  other  than  a  merger  or
               consolidation  which would result in the voting shares of capital
               stock of SCANA 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 SCANA or such
               surviving  entity  outstanding  immediately  after such merger or
               consolidation;  or the  shareholders  of SCANA  approve a plan of
               complete  liquidation  of SCANA or an  agreement  for the sale or
               disposition  by  SCANA  of all or  substantially  all of  SCANA's
               assets; or

          (e)  The shareholders of SCANA 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 SCANA  designated by the Board of Directors
               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".


                                       2

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     2.6  "Code" means the Internal  Revenue Code of 1986,  as amended from time
          to time.

     2.7  "Committee"  means any committee  appointed by the Board to administer
          Awards to  Employees,  as  specified  in  Article  3 herein.  Any such
          committee  shall be comprised  entirely of  Directors  who satisfy the
          "outside  director"  requirements  of Code Section  162(m) and who are
          "Non-Employee  Directors"  as defined in Rule 16b-3 under the Exchange
          Act.

     2.8  "Company" means SCANA and all of its Subsidiaries.

     2.9  "Covered  Employee" means a Participant who, as of the date of vesting
          and/or  payout  of an  Award,  as  applicable,  is one of the group of
          "covered  employees," as defined in the regulations  promulgated under
          Code Section 162(m), or any successor statute.

     2.10 "Director"  means  any  individual  who is a  member  of the  Board of
          Directors  of  SCANA;  provided,  however,  that any  Director  who is
          employed  by the Company  shall be  considered  an Employee  under the
          Plan.

     2.11 "Disability"  shall  have the  meaning  ascribed  to such  term in the
          Participant's  governing long-term disability plan, or if no such plan
          exists, by the Committee.

     2.12 "Effective  Date"  shall  have the  meaning  ascribed  to such term in
          Section 1.1 hereof.

     2.13 "Employee"  means  any  employee  of the  Company.  Directors  who are
          employed by the Company shall be considered Employees under this Plan.

     2.14 "Eligible  Employee"  means an  Employee  who is  anticipated  to be a
          significant contributor to the success of the Company as determined by
          the Committee  upon or without the  recommendation  of officers of the
          Company.

     2.15 "Exchange Act" means the  Securities  Exchange Act of 1934, as amended
          from time to time, or any successor act thereto.

     2.16 "Fair Market  Value" shall be  determined  on the basis of the opening
          sale price on the  principal  securities  exchange on which the Shares
          are traded or, if there is no such sale on the relevant date,  then on
          the last previous day on which a sale was reported.

     2.17 "Freestanding  SAR" means an SAR that is granted  independently of any
          Options, as described in Article 7 herein.

     2.18 "Incentive  Stock Option" or "ISO" means an option to purchase  Shares
          granted under Article 6 herein and which is designated as an Incentive
          Stock  Option and which is intended to meet the  requirements  of Code
          Section 422.

     2.19 "Nonqualified  Stock  Option"  or "NQSO"  means an option to  purchase
          Shares  granted  under  Article 6 herein and which is not  intended to
          meet the requirements of Code Section 422.


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     2.20 "Option"  means an  Incentive  Stock  Option or a  Nonqualified  Stock
          Option, as described in Article 6 herein.

     2.21 "Option  Price" means the price at which a Share may be purchased by a
          Participant pursuant to an Option.

     2.22 "Participant"  means an Eligible  Employee  or a Director  and who, in
          either  case,  has  been  selected  to  receive  an  Award  or who has
          outstanding an Award granted under the Plan.

     2.23 "Performance-Based  Exception" means the  performance-based  exception
          from the tax deductibility limitations of Code Section 162(m).

     2.24 "Performance  Share"  means  an Award  granted  to a  Participant,  as
          described in Article 9 herein,  that shall have an initial value equal
          to the Fair Market Value of a Share on the date of grant.

     2.25 "Performance  Unit"  means  an  Award  granted  to a  Participant,  as
          described in Article 9 herein,  that shall have an initial  value that
          is established by the Committee on the date of grant.

     2.26 "Period of Restriction"  means the period during which the transfer of
          Shares  of  Restricted  Stock is  limited  in some way  (based  on the
          passage  of  time,  the  achievement  of  performance  goals,  or  the
          occurrence  of other events as  determined  by the  Committee,  at its
          discretion),  and the Shares  are  subject  to a  substantial  risk of
          forfeiture, as provided in Article 8 herein.

     2.27 "Person"  shall  have the  meaning  ascribed  to such term 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) thereof.

     2.28 "Restricted Stock" means an Award granted to a Participant pursuant to
          Article 8 herein.

     2.29 "Retirement" shall have the meaning ascribed to such term in the SCANA
          Corporation Retirement Plan.

     2.30 "Shares" means the shares of common stock of SCANA.

     2.31 "Stock Appreciation  Right" or "SAR" means an Award,  granted alone or
          in connection with a related Option, designated as an SAR, pursuant to
          the terms of Article 7 herein.

     2.32 "Subsidiary"  means any corporation,  partnership,  joint venture,  or
          other entity in which SCANA has a majority voting interest.


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     2.33 "Tandem SAR" means an SAR that is granted in connection with a related
          Option  pursuant  to Article 7 herein,  the  exercise  of which  shall
          require  forfeiture of the right to purchase a Share under the related
          Option (and when a Share is purchased under the Option, the Tandem SAR
          shall similarly be canceled).

Article 3. Administration

     3.1 General. The Plan shall be administered by the Committee.  However, the
full Board of Directors shall administer the Plan with respect to Awards granted
to Directors and, in such cases,  all applicable  references to the Committee in
the Plan shall be to the Board.  The members of the Committee shall be appointed
from  time to time by,  and  shall  serve at the  discretion  of,  the  Board of
Directors.  The Committee  shall have the  authority to delegate  administrative
duties to officers of the Company or Directors.

     3.2 Authority of the Committee. Except as limited by law or by the Articles
of Incorporation or Bylaws of SCANA, and subject to the provisions  herein,  the
Committee shall have full power to select  Eligible  Employees and Directors who
shall  participate  in the  Plan;  determine  the  sizes  and  types of  Awards;
determine  the terms and  conditions of Awards in a manner  consistent  with the
Plan;  construe and interpret  the Plan and any agreement or instrument  entered
into under the Plan;  establish,  amend,  or waive rules and regulations for the
Plan's  administration;  and  (subject to the  provisions  of Article 15 herein)
amend the terms and conditions of any outstanding Award as provided in the Plan.
Further,  the  Committee  shall  make  all  other  determinations  which  may be
necessary or advisable for the administration of the Plan.

     3.3  Decisions  Binding.  All  determinations  and  decisions  made  by the
Committee  pursuant to the  provisions  of the Plan and all  related  orders and
resolutions  of the  Committee  shall be final,  conclusive  and  binding on all
persons,  including  SCANA, its  stockholders,  Directors,  Eligible  Employees,
Participants and their estates and beneficiaries.

Article 4. Shares Subject to the Plan and Maximum Awards

     4.1  Number of Shares  Available  for  Grants.  Subject  to  adjustment  as
provided  in Section  4.2  herein,  the  number of Shares  hereby  reserved  for
issuance to Participants  under the Plan shall be five million  (5,000,000),  no
more  than one  million  (1,000,000)  of  which  may be  granted  in the form of
Restricted  Stock. The following rules shall apply to grants of Awards under the
Plan:

          (a)  Stock Options: The maximum aggregate number of Shares that may be
               granted  in the  form of Stock  Options,  pursuant  to any  Award
               granted  in any one  fiscal  year to any one  single  Participant
               shall be three hundred thousand (300,000) Shares.

          (b)  SARs: The maximum  aggregate number of Shares that may be granted
               in the form of Stock Appreciation  Rights,  pursuant to any Award
               granted  in any one  fiscal  year to any one  single  Participant
               shall be three hundred thousand (300,000) Shares.

          (c)  Restricted  Stock:  The maximum  aggregate  grant with respect to
               Awards of Restricted  Stock granted in any one fiscal year to any
               one  Participant  shall be one hundred fifty  thousand  (150,000)
               Shares.


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          (d)  Performance  Shares:  The maximum aggregate payout (determined as
               of the end of the applicable  performance period) with respect to
               Awards of  Performance  Shares  granted in any one fiscal year to
               any one  Participant  shall be equal to the value of two  hundred
               thousand (200,000) Shares.

          (e)  Performance Units: The maximum aggregate payout (determined as of
               the end of the  applicable  performance  period)  with respect to
               Awards of Performance Units granted in any one fiscal year to any
               one  Participant  shall  be equal  to the  value  of one  million
               dollars ($1,000,000).

     4.2 Adjustments for Awards and Payouts.  Unless determined otherwise by the
Committee,  the  following  Awards and Payouts  shall  reduce,  on a one-for-one
basis, the number of Shares available for issuance under the Plan:

          (a)  An Award of an Option;

          (b)  An Award of an SAR (except a Tandem SAR);

          (c)  An Award of Restricted Stock;

          (d)  A payout of a Performance Share Award in Shares; and

          (e)  A payout of a Performance Unit Award in Shares.

     Unless  determined  otherwise by the  Committee,  unless a Participant  has
received a benefit of ownership  such as dividend or voting  rights with respect
to the Award, the following  transactions shall restore, on a one-for-one basis,
the number of Shares available for issuance under the Plan:

          (a)  A payout of an SAR, Tandem SAR, or Restricted  Stock Award in the
               form of cash; and

          (b)  A cancellation,  termination, expiration, forfeiture or lapse for
               any reason (with the exception of the termination of a Tandem SAR
               upon exercise of the related  Options,  or the  termination  of a
               related Option upon exercise of the corresponding  Tandem SAR) of
               any Award payable in Shares.

     4.3  Adjustments  in  Authorized  Shares.  In the  event of any  change  in
corporate  capitalization,  such as a stock split,  or a corporate  transaction,
such as any merger,  consolidation,  separation,  including a spin-off, or other
distribution of stock or property of SCANA, any  reorganization  (whether or not
such  reorganization  comes within the  definition  of such term in Code Section
368) or any partial or complete  liquidation of SCANA,  such adjustment shall be
made in the number and class of Shares which may be delivered under Section 4.1,
in the number and class of and/or price of Shares subject to outstanding  Awards
granted under the Plan, and in the Award limits set forth in Section 4.1, as may
be determined to be  appropriate  and  equitable by the  Committee,  in its sole
discretion,  to prevent  dilution or enlargement of rights;  provided,  however,
that the number of Shares subject to any Award shall always be a whole number.


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Article 5. Eligibility and Participation

     5.1  Eligibility.  Persons eligible to participate in this Plan include all
Eligible  Employees  and  Directors.  In no  event,  however,  shall any ISOs be
granted to any person who owns more than 10% of the total combined  voting power
of all classes of stock of SCANA.

     5.2  Actual  Participation.  Subject  to the  provisions  of the Plan,  the
Committee may, from time to time, select in its sole and broad discretion,  upon
or without the  recommendation  of officers of the  Company,  from all  Eligible
Employees  and  Directors,  those to whom  Awards  shall be  granted  and  shall
determine the nature and amount of each Award.

Article 6. Stock Options

     6.1 Grant of  Options.  Subject  to the terms and  provisions  of the Plan,
Options may be granted to Participants in such number,  and upon such terms, and
at any time and from time to time as shall be determined by the Committee.

     6.2 Award  Agreement.  Each  Option  grant shall be  evidenced  by an Award
Agreement that shall specify the Option Price,  the duration of the Option,  the
number of Shares to which the Option pertains,  and such other provisions as the
Committee  shall  determine.  The Award Agreement also shall specify whether the
Option is intended to be an ISO within the  meaning of Code  Section  422, or an
NQSO whose grant is intended  not to fall under the  provisions  of Code Section
422.

     6.3 Option  Price.  The Option Price for each grant of an Option under this
Plan shall be at least  equal to one hundred  percent  (100%) of the Fair Market
Value of a Share on the date the Option is granted.

     6.4 Duration of Options.  Each Option granted to a Participant shall expire
at such time as the Committee  shall  determine at the time of grant;  provided,
however,  that no  Option  shall be  exercisable  later  than the  tenth  (10th)
anniversary date of its grant.

     6.5  Exercise of Options.  Options  granted  under this  Article 6 shall be
exercisable at such times and be subject to such  restrictions and conditions as
the  Committee  shall in each instance  approve,  which need not be the same for
each grant or for each Participant.

     6.6 Payment. Options granted under this Article 6 shall be exercised by the
delivery of a written  notice of exercise to SCANA,  setting forth the number of
Shares with respect to which the Option is to be exercised,  accompanied by full
payment for the Shares.

     The Option  Price upon  exercise of any Option shall be payable to SCANA in
full  either:  (a) in cash or its  equivalent,  or (b) if permitted by the Award
Agreement,  by tendering  previously  acquired  Shares having an aggregate  Fair
Market Value at the time of exercise  equal to the total Option Price  (provided
that the Shares which are tendered must have been held by the Participant for at
least six (6) months prior to their tender to satisfy the Option Price),  or (c)
if permitted by the Award Agreement, by a combination of (a) and (b).


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     The  Committee  also may allow  cashless  exercise as  permitted  under the
Federal  Reserve  Board's  Regulation  T, subject to applicable  securities  law
restrictions,  or by any  other  means  which  the  Committee  determines  to be
consistent with the Plan's purpose and applicable law.

     Subject to any governing rules or regulations, as soon as practicable after
receipt of a written  notification  of exercise  and full  payment,  SCANA shall
deliver to the Participant,  in the Participant's name,  certificates evidencing
the number of Shares purchased under the Option(s).

     6.7  Restrictions on Share  Transferability.  The Committee may impose such
restrictions  on any  Shares  acquired  pursuant  to the  exercise  of an Option
granted  under  this  Article  6 as it may deem  advisable,  including,  without
limitation,  restrictions  under applicable  federal  securities laws, under the
requirements  of any stock  exchange  or market  upon which such Shares are then
listed and/or traded, and under any blue sky or state securities laws applicable
to such Shares.

     6.8 Termination of Employment/Directorship. Each Participant's Option Award
Agreement  shall set forth the  extent to which the  Participant  shall have the
right  to  exercise  the  Option  following  termination  of  the  Participant's
employment or directorship with the Company. Such provisions shall be determined
in the  sole  discretion  of the  Committee,  shall  be  included  in the  Award
Agreement  entered  into with each  Participant,  need not be uniform  among all
Options issued pursuant to this Article 6, and may reflect distinctions based on
the reasons for termination.

     6.9 Nontransferability of Options.

     (a)  Incentive  Stock  Options No ISO  granted  under the Plan may be sold,
transferred,  pledged,  assigned, or otherwise alienated or hypothecated,  other
than by will or by the  laws of  descent  and  distribution.  Further,  all ISOs
granted to a Participant  under the Plan shall be exercisable  during his or her
lifetime only by such Participant.

     (b)  Nonqualified  Stock  Options.   Except  as  otherwise  provided  in  a
Participant's Award Agreement, no NQSO granted under this Article 6 may be sold,
transferred,  pledged,  assigned or otherwise  alienated or hypothecated,  other
than by will or by the laws of  descent  and  distribution.  Further,  except as
otherwise  provided in a Participant's  Award Agreement,  all NQSOs granted to a
Participant under this Article 6 shall be exercisable during his or her lifetime
only by such Participant.

Article 7. Stock Appreciation Rights

     7.1 Grant of SARs.  Subject to the terms and  conditions of the Plan,  SARs
may be  granted  to  Participants  at any time and from time to time as shall be
determined by the Committee.  The Committee may grant  Freestanding SARs, Tandem
SARs or any combination of these forms of SAR.

     The Committee  shall have complete  discretion in determining the number of
SARs granted to each Participant  (subject to Article 4 herein) and,  consistent
with the  provisions  of the Plan,  in  determining  the  terms  and  conditions
pertaining to such SARs.

     The grant price of a Freestanding  SAR shall equal the Fair Market Value of
a Share on the date of grant of the SAR.  The grant  price of Tandem  SARs shall
equal the Option Price of the related Option.


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     7.2 Exercise of Tandem SARs.  Tandem SARs may be exercised  for all or part
of the Shares  subject to the related  Option upon the surrender of the right to
exercise  the  equivalent  portion of the  related  Option.  A Tandem SAR may be
exercised  only with respect to the Shares for which its related  Option is then
exercisable.

     Notwithstanding  any other  provision  of this Plan to the  contrary,  with
respect to a Tandem SAR granted in  connection  with an ISO:  (i) the Tandem SAR
will expire no later than the expiration of the  underlying  ISO; (ii) the value
of the payout with respect to the Tandem SAR may be for no more than one hundred
percent (100%) of the difference  between the Option Price of the underlying ISO
and the Fair Market  Value of the Shares  subject to the  underlying  ISO at the
time the Tandem SAR is exercised; and (iii) the Tandem SAR may be exercised only
when the Fair Market  Value of the Shares  subject to the ISO exceeds the Option
Price of the ISO.

     7.3 Exercise of Freestanding SARs.  Freestanding SARs may be exercised upon
whatever terms and conditions the  Committee,  in its sole  discretion,  imposes
upon them.

     7.4 SAR Agreement.  Each SAR grant shall be evidenced by an Award Agreement
that  shall  specify  the  grant  price,  the  term of the SAR,  and such  other
provisions as the Committee shall determine.

     7.5  Term of SARs.  The  term of an SAR  granted  under  the Plan  shall be
determined by the Committee,  in its sole discretion;  provided,  however,  that
such term shall not exceed ten (10) years.

     7.6 Payment of SAR Amount.  Upon exercise of an SAR, a Participant shall be
entitled  to  receive  payment  from the  Company  in an  amount  determined  by
multiplying:

          (a)  The  difference  between the Fair Market  Value of a Share on the
               date of exercise over the grant price; by

          (b)  The number of Shares with respect to which the SAR is exercised.

     At the discretion of the Committee, the payment upon SAR exercise may be in
cash,  in  Shares of  equivalent  value,  or in some  combination  thereof.  The
Committee's determination regarding the form of SAR payout shall be set forth in
the Award Agreement pertaining to the grant of the SAR.

     7.7 Termination of Employment/Directorship.  Each SAR Award Agreement shall
set forth the extent to which the  Participant  shall have the right to exercise
the SAR following  termination of the  Participant's  employment or directorship
with the Company.  Such provisions shall be determined in the sole discretion of
the  Committee,  shall be  included  in the Award  Agreement  entered  into with
Participants,  need not be uniform  among all SARs issued  pursuant to the Plan,
and may reflect distinctions based on the reasons for termination.

     7.8   Nontransferability  of  SARs.  Except  as  otherwise  provided  in  a
Participant's  Award  Agreement,  no SAR  granted  under  the  Plan may be sold,
transferred,  pledged,  assigned or otherwise  alienated or hypothecated,  other
than by will or by the laws of  descent  and  distribution.  Further,  except as
otherwise  provided in a Participant's  Award  Agreement,  all SARs granted to a
Participant under the Plan shall be exercisable  during his or her lifetime only
by such Participant.


                                       9

<PAGE>


Article 8. Restricted Stock

     8.1 Grant of Restricted  Stock.  Subject to the terms and provisions of the
Plan,  the  Committee,  at any time and from time to time,  may grant  Shares of
Restricted  Stock  to  Participants  in  such  amounts  as the  Committee  shall
determine.

     8.2  Restricted  Stock  Agreement.  Each  Restricted  Stock  grant shall be
evidenced by a Restricted Stock Award Agreement that shall specify the Period(s)
of Restriction, the number of Shares of Restricted Stock granted, and such other
provisions as the Committee shall determine.

     8.3 Nontransferability. Except as provided in this Article 8, the Shares of
Restricted Stock granted herein may not be sold, transferred,  pledged, assigned
or otherwise alienated or hypothecated until the end of the applicable Period of
Restriction  established by the Committee and specified in the Restricted  Stock
Award  Agreement,  or upon  earlier  satisfaction  of any other  conditions,  as
specified  by  the  Committee  in its  sole  discretion  and  set  forth  in the
Restricted  Stock Award  Agreement.  All rights with  respect to the  Restricted
Stock granted to a Participant  under the Plan shall be available  during his or
her lifetime only to such Participant for the Period of Restriction.

     8.4 Other  Restrictions.  Subject to Article 10 herein, the Committee shall
impose such other  conditions  and/or  restrictions  on any Shares of Restricted
Stock granted pursuant to the Plan as it may deem advisable  including,  without
limitation,  a requirement that Participants pay a stipulated purchase price for
each Share of  Restricted  Stock,  restrictions  based upon the  achievement  of
specific  performance  goals  (Company-wide,   divisional,  and/or  individual),
time-based  restrictions on vesting  following the attainment of the performance
goals, and/or restrictions under applicable federal or state securities laws.

     The Company may retain the certificates  representing  Shares of Restricted
Stock in the  Company's  possession  until  such time as all  conditions  and/or
restrictions applicable to such Shares have been satisfied.

     Except as otherwise  provided in this Article 8, Shares of Restricted Stock
covered by each  Restricted  Stock grant made under the Plan shall become freely
transferable by the Participant  after the last day of the applicable  Period of
Restriction.

     8.5 Voting Rights.  Participants holding Shares of Restricted Stock granted
hereunder  may be granted the right to exercise  full voting rights with respect
to those Shares during the Period of Restriction.

     8.6 Dividends and Other  Distributions.  During the Period of  Restriction,
Participants  holding  Shares  of  Restricted  Stock  granted  hereunder  may be
credited  or paid  regular  cash  dividends  with  respect to such Shares or the
Committee  may apply any  restrictions  to the  payment  of  dividends  that the
Committee deems  appropriate.  Without  limiting the generality of the preceding
sentence,  if the grant or  vesting  of  Restricted  Stock  granted to a Covered
Employee is designed to comply with the  requirements  of the  Performance-Based
Exception,  the Committee may apply any restrictions it deems appropriate to the
payment of dividends  declared with respect to such Restricted  Stock, such that
the  dividends  and/or  the  Restricted  Stock  maintain   eligibility  for  the
Performance-Based Exception.


                                       10

<PAGE>


     8.7 Termination of  Employment/Directorship.  Each  Restricted  Stock Award
Agreement  shall set forth the  extent to which the  Participant  shall have the
right  to  receive  nonvested  Restricted  Stock  following  termination  of the
Participant's employment or directorship with the Company. Such provisions shall
be determined in the sole discretion of the Committee,  shall be included in the
Award Agreement  entered into with each  Participant,  need not be uniform among
all Shares of  Restricted  Stock  issued  pursuant to the Plan,  and may reflect
distinctions  based on the  reasons for  termination;  provided,  however  that,
except in the cases of  terminations  connected  with a Change  in  Control  and
terminations  by  reason  of death or  Disability,  the  vesting  of  Shares  of
Restricted Stock which qualify for the Performance Based Exception and which are
held by Covered Employees shall occur at the time they otherwise would have, but
for the termination.

Article 9. Performance Units and Performance Shares

     9.1 Grant of  Performance  Units/Shares.  Subject to the terms of the Plan,
Performance  Units,  and/or Performance Shares may be granted to Participants in
such  amounts  and upon such  terms,  and at any time and from time to time,  as
shall be determined by the Committee.

     9.2 Value of Performance Units/Shares.  Each Performance Unit shall have an
initial value that is  established  by the Committee at the time of grant.  Each
Performance  Share shall have an initial value equal to the Fair Market Value of
a Share on the date of grant.  The Committee shall set performance  goals in its
discretion which,  depending on the extent to which they are met, will determine
the number and/or value of Performance Units/Shares that will be paid out to the
Participant.  For purposes of this  Article 9, the time period  during which the
performance goals must be met shall be called a "Performance Period."

     9.3 Earning of Performance Units/Shares. Subject to the terms of this Plan,
after the  applicable  Performance  Period has ended,  the holder of Performance
Units/Shares  shall be  entitled  to  receive  payout on the number and value of
Performance  Units/Shares earned by the Participant over the Performance Period,
to be  determined  as a  function  of the  extent  to  which  the  corresponding
performance goals have been achieved.

     9.4 Form and  Timing of  Payment of  Performance  Units/Shares.  Payment of
earned Performance Units/Shares shall be made in a single lump sum following the
close of the applicable  Performance Period.  Subject to the terms of this Plan,
the Committee, in its sole discretion,  may pay earned Performance  Units/Shares
in the form of cash or in Shares  (or in a  combination  thereof)  which have an
aggregate  Fair  Market  Value  equal  to the  value of the  earned  Performance
Units/Shares at the close of the applicable  Performance Period. Such Shares may
be granted subject to any restrictions deemed appropriate by the Committee.

     At the discretion of the Committee, Participants may be entitled to receive
any  dividends  declared  with  respect  to Shares  which  have  been  earned in
connection with grants of Performance Shares which have been earned, but not yet
distributed to Participants.

     9.5  Termination  of  Employment/Directorship  Due to Death,  Disability or
Retirement.  Unless  determined  otherwise by the Committee and set forth in the
Participant's Award Agreement,  in the event the employment or directorship of a
Participant is terminated by reason of death, Disability, or Retirement during a
Performance  Period,  the Participant  shall receive a payout of the Performance
Units/Shares which is prorated, as specified by the Committee in its discretion.
Payment


                                       11

<PAGE>


of earned  Performance  Units/Shares  shall be made at a time  specified  by the
Committee  in its  sole  discretion  and set  forth in the  Participant's  Award
Agreement.  Notwithstanding the foregoing, with respect to Covered Employees who
retire during a Performance  Period,  payments shall be made at the same time as
payments are made to Participants  who did not terminate  employment  during the
applicable Performance Period.

     9.6 Termination of Employment/Directorship  for Other Reasons. In the event
that a Participant's  employment or directorship terminates for any reason other
than those reasons set forth in Section 9.5 herein, all Performance Units/Shares
shall be forfeited by the Participant to the Company unless determined otherwise
by the Committee, as set forth in the Participant's Award Agreement.

     9.7  Nontransferability.  Except as otherwise  provided in a  Participant's
Award Agreement, Performance Units/Shares may not be sold, transferred, pledged,
assigned,  or otherwise alienated or hypothecated,  other than by will or by the
laws of descent and  distribution.  Further,  except as otherwise  provided in a
Participant's  Award  Agreement,  a  Participant's  rights  under  the Plan with
respect  to   Performance   Units/Shares   shall  be   exercisable   during  the
Participant's  lifetime  only  by the  Participant  or the  Participant's  legal
representative.

Article 10. Performance Measures

     Unless  and  until  the  Committee   proposes  for  shareholder   vote  and
shareholders  approve a change in the general performance  measures set forth in
this  Article 10, the  attainment  of which may  determine  the degree of payout
and/or vesting with respect to Awards to Covered Employees which are designed to
qualify for the Performance-Based  Exception,  the performance  measure(s) to be
used for  purposes  of such  grants may be  measured  at the SCANA  level,  at a
subsidiary level, or at an operating unit level and shall be chosen from among:

     (a)  Earnings per share;

     (b)  Return  measures  (including,  but not limited  to,  return on assets,
          equity, or sales);

     (c)  Cash flow return on investments  which equals net cash flow divided by
          owners equity;

     (d)  Earnings before or after taxes;

     (e)  Gross revenues; and

     (f)  Share price (including,  but not limited to, growth measures and total
          shareholder return).

     The Committee shall have the discretion to adjust the determinations of the
degree of attainment of the preestablished performance goals; provided, however,
that Awards which are designed to qualify for the  Performance-Based  Exception,
and  which are held by a  Covered  Employee,  may not be  adjusted  upward  (the
Committee shall retain the discretion to adjust such Awards downward).

     In the event that  applicable tax and/or  securities  laws change to permit
the Committee  discretion to alter the governing  performance  measures  without
obtaining  shareholder  approval of such changes,  the Committee shall have sole
discretion  to make such changes  without  obtaining


                                       12

<PAGE>


shareholder  approval.  In addition,  in the event that the Committee determines
that  it  is  advisable  to  grant  Awards  which  shall  not  qualify  for  the
Performance-Based   Exception,  the  Committee  may  make  such  grants  without
satisfying the requirements of Code Section 162(m).

     In the case of any Award which is granted  subject to the condition  that a
specified  performance measure be achieved, no payment under such Award shall be
made  prior to the  time  that  the  Committee  certifies  in  writing  that the
performance  measure has been satisfied.  For this purpose,  approved minutes of
the Committee  meeting at which the  certification  is made will be treated as a
written certification.  No such certification is required,  however, in the case
of an Award that is based solely on an increase in the value of a Share from the
date such Award was made.

Article 11. Beneficiary Designation

     Each  Participant  under  the  Plan  may,  from  time  to  time,  name  any
beneficiary or beneficiaries  (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of his or her death before
he or she  receives  any or all of such  benefit.  Each such  designation  shall
revoke  all  prior  designations  by the  same  Participant,  shall be in a form
prescribed  by the  Company,  and  will be  effective  only  when  filed  by the
Participant in writing with the Company during the  Participant's  lifetime.  In
the  absence  of  any  such  designation,   benefits  remaining  unpaid  at  the
Participant's death shall be paid to the Participant's estate.

Article 12. Deferrals

     The  Committee   may  permit  or  require  a  Participant   to  defer  such
Participant's  receipt of the  payment of cash or the  delivery  of Shares  that
would  otherwise  be due to such  Participant  by virtue of the  exercise  of an
Option or SAR, the lapse or waiver of  restrictions  with respect to  Restricted
Stock,  or the  satisfaction  of any  requirements  or  goals  with  respect  to
Performance  Units/Shares.   If  any  such  deferral  election  is  required  or
permitted,  the Committee  shall,  in its sole  discretion,  establish rules and
procedures for such payment deferrals.

Article 13. Rights of Employees/Directors

     13.1  Employment.  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.

     13.2  Participation.  No Eligible Employee or Director shall have the right
to be selected to receive an Award under this Plan, or, having been so selected,
to be selected to receive a future Award.


                                       13

<PAGE>


Article 14. Change in Control

     14.1 Outstanding  Awards.  Upon the occurrence of a Change in Control,  any
and all Options and SARs granted hereunder shall become immediately exercisable,
and shall remain  exercisable  throughout their entire term; and any restriction
periods   and   restrictions   imposed  on   Restricted   Stock  which  are  not
performance-based  shall  lapse.  The  treatment  of any other  Awards which are
performance based shall be addressed in the Participant's Award Agreement.

     14.2  Termination,   Amendment,   and  Modifications  of  Change-in-Control
Provisions. Notwithstanding any other provision of this Plan (but subject to the
limitations  of Section  15.3  hereof)  or any Award  Agreement  provision,  the
provisions  of this  Article 14 and the  "change in control"  provisions  of any
Award Agreement may not be terminated, amended, or modified on or after the date
of a Change in Control to affect adversely any Award  theretofore  granted under
the Plan without the prior written  consent of the  Participant  with respect to
said Participant's  outstanding  Awards;  provided,  however,  the Committee may
terminate,  amend,  or modify this  Article 14 at any time and from time to time
prior to the date of a Change in Control.

     14.3 Pooling of Interests  Accounting.  Notwithstanding any other provision
of the Plan to the contrary,  in the event that the  consummation of a Change in
Control is contingent on using pooling of interests accounting methodology,  the
Committee  may take any  action  necessary  to  preserve  the use of  pooling of
interests accounting.

Article 15. Amendment, Modification, and Termination

     15.1 Amendment,  Modification, and Termination. Subject to the terms of the
Plan, the Committee may at any time and from time to time, alter, amend, suspend
or terminate  the Plan in whole or in part for any purpose  which the  Committee
deems appropriate;  provided,  however,  no amendment shall without  shareholder
approval  (i)  increase  the total number of Shares that may be issued under the
Plan or the maximum awards thereunder as set forth in Section 4.1 or (ii) modify
the requirements as to eligibility for benefits under the Plan.

     15.2  Adjustment  of Awards  Upon the  Occurrence  of  Certain  Unusual  or
Nonrecurring  Events.  The  Committee  may make  adjustments  in the  terms  and
conditions of, and the criteria included in, Awards in recognition of unusual or
nonrecurring  events  (including,  without  limitation,  the events described in
Section 4.3 hereof)  affecting  the Company or the  financial  statements of the
Company or of changes in applicable laws, regulations, or accounting principles,
whenever the Committee determines that such adjustments are appropriate in order
to prevent  dilution  or  enlargement  of the  benefits  or  potential  benefits
intended  to be made  available  under  the  Plan;  provided  that,  unless  the
Committee  determines  otherwise at the time such  adjustment is considered,  no
such  adjustment  shall be authorized to the extent that such authority would be
inconsistent  with the Plan's meeting the  requirements of Section 162(m) of the
Code, as from time to time amended.

     15.3 Awards Previously Granted.  Notwithstanding any other provision of the
Plan to the  contrary  (but  subject to Section 14.3  hereof),  no  termination,
amendment,  or modification  of the Plan shall adversely  affect in any material
way any Award previously  granted under the Plan, without the written consent of
the Participant holding such Award.


                                       14

<PAGE>


      15.4 Compliance  with Code Section 162(m).  At all times when Code Section
162(m) is applicable,  all Awards  granted under this Plan to Covered  Employees
shall comply with the  requirements of Code Section 162(m);  provided,  however,
that in the event the Committee  determines  that such compliance is not desired
with  respect to any Award or Awards  available  for grant under the Plan,  then
compliance  with Code Section 162(m) will not be required.  In addition,  in the
event that changes are made to Code Section 162(m) to permit greater flexibility
with respect to any Award or Awards available under the Plan, the Committee may,
subject to this Article 15, make any adjustments it deems appropriate.

Article 16. Withholding

     16.1 Tax  Withholding.  The  Company  shall have the power and the right to
deduct or withhold,  or require a Participant to remit to the Company, an amount
sufficient  to satisfy  federal,  state,  and local taxes,  domestic or foreign,
required by law or  regulation  to be withheld with respect to any taxable event
arising as a result of this Plan.

     16.2 Share  Withholding.  With  respect to  withholding  required  upon the
exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock,
or upon any other taxable event arising as a result of Awards granted hereunder,
Participants may elect, subject to the approval of the Committee, to satisfy the
withholding  requirement,  in whole or in part, by having SCANA withhold  Shares
having a Fair Market Value on the date the tax is to be determined  equal to the
minimum statutory total tax which could be imposed on the transaction.  All such
elections shall be irrevocable,  made in writing, and signed by the Participant,
and shall be subject to any restrictions or limitations  that the Committee,  in
its sole discretion, deems appropriate.

Article 17. Indemnification

     Each person who is or shall have been a member of the Committee,  or of the
Board,  shall be  indemnified  and held  harmless by SCANA  against and from any
loss,  cost,  liability,  or  expense  that may be  imposed  upon or  reasonably
incurred by him or her in connection  with or resulting from any claim,  action,
suit,  or proceeding to which he or she may be a party or in which he or she may
be involved  by reason of any action  taken or failure to act under the Plan and
against and from any and all amounts paid by him or her in  settlement  thereof,
with SCANA's approval,  or paid by him or her in satisfaction of any judgment in
any such action, suit or proceeding against him or her, provided he or she shall
give SCANA an  opportunity,  at its own  expense,  to handle and defend the same
before he or she  undertakes  to handle and defend it on his or her own  behalf.
The  foregoing  right of  indemnification  shall not be  exclusive  of any other
rights of  indemnification  to which such persons may be entitled  under SCANA's
Articles of  Incorporation or Bylaws,  as a matter of law, or otherwise,  or any
power that SCANA may have to indemnify them or hold them harmless.

Article 18. Successors

     All  obligations  of SCANA  under the Plan with  respect to Awards  granted
hereunder shall be binding on any successor to SCANA.

Article 19. Legal Construction

     19.1 Gender and Number.  Except where  otherwise  indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.


                                       15

<PAGE>


      19.2  Severability.  In the event any  provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

     19.3 Requirements of Law. The granting of Awards and the issuance of Shares
under the Plan shall be subject to all applicable laws,  rules, and regulations,
and to such  approvals  by any  governmental  agencies  or  national  securities
exchanges as may be required.

     19.4 Securities Law  Compliance.  With respect to officers and directors of
the Company subject to Section 16 of the Exchange Act,  transactions  under this
Plan are intended to comply with all applicable  conditions of Rule 16b-3 or its
successors  under the Exchange  Act. To the extent any  provision of the Plan or
action by the Committee fails to so comply, it shall be deemed null and void, to
the extent permitted by law and deemed advisable by the Committee.

     19.5  Governing  Law. To the extent not preempted by federal law, the Plan,
and all agreements hereunder, shall be construed in accordance with and governed
by the laws of the State of South Carolina.