exhibit10-02.htm


    
      Exhibit
10.02

       

      


       

      


       

      


       

      


       

      


       

      SCANA
CORPORATION

       

      


       

      EXECUTIVE DEFERRED
COMPENSATION PLAN

       

      


       

      


       

      


       

      (including
amendments through December 31, 2009)

       

      


       

      


       

      


       

      


       

      


       


      
        
           


        

        
           


          
          

        

        
           


        

      


      SCANA
CORPORATION

       

      


       

      EXECUTIVE DEFERRED
COMPENSATION PLAN

       

      


       

      


       

      TABLE OF
CONTENTS

       

      


       

      
        	 
      	 
      	
                Page

              
	
                SECTION
      1.

              	
                ESTABLISHMENT
      AND PURPOSE

              	
                1

              
	
                1.1

              	
                ESTABLISHMENT
      AND HISTORY OF THE PLAN

              	
                1

              
	
                1.2

              	
                DESCRIPTION
      OF THE PLAN

              	
                1

              
	
                1.3

              	
                PURPOSE
      OF THE PLAN

              	
                1

              
	
                1.4

              	
                EFFECTIVE
      DATE

              	
                2

              
	
                 

                SECTION
      2.

              	
                 

                DEFINITIONS

              	
                 

                3

              
	
                2.1

              	
                DEFINITIONS

              	
                3

              
	
                2.2

              	
                GENDER
      AND NUMBER

              	
                6

              
	
                 

                SECTION
      3.

              	
                 

                ELIGIBILITY
      AND PARTICIPATION

              	
                 

                

                  7

                

              
	
                3.1

              	
                ELIGIBILITY

              	
                7

              
	
                3.2

              	
                PARTICIPATION

              	
                7

              
	
                3.3

              	
                CONTINUED
      PARTICIPATION

              	
                7

              
	
                 

                SECTION
      4.

              	
                 

                DEFERRALS

              	
                 

                8

              
	
                4.1

              	
                DEFERRAL
      ELECTION

              	
                8

              
	
                4.2

              	
                CREDITING
      OF EMPLOYER MATCHING DEFERRALS

              	
                9

              
	
                4.3

              	
                DEFERRAL
      PERIOD

              	
                9

              
	
                4.4

              	
                FORM
      OF PAYMENT OF DEFERRED AMOUNTS

              	
                10

              
	
                4.5

              	
                MODIFICATION
      OF DEFERRAL DATE

              	
                10

              
	
                 

                SECTION
      5.

              	
                 

                EDCP
      LEDGERS – DEFERRED COMPENSATION ACCOUNTS

              	
                 

                12

              
	
                5.1

              	
                PARTICIPANT
      ACCOUNTS

              	
                12

              
	
                5.2

              	
                HYPOTHETICAL
      EARNINGS

              	
                12

              
	
                5.3

              	
                CHARGES
      AGAINST ACCOUNTS

              	
                12

              
	
                 

                SECTION
      6.

              	
                 

                PAYMENT
      OF DEFERRED AMOUNTS

              	
                 

                13

              
	
                6.1

              	
                PAYMENT
      OF DEFERRED AMOUNTS

              	
                13

              
	
                6.2

              	
                ACCELERATION
      OF PAYMENTS

              	
                13

              
	
                6.3

              	
                UNFORESEEABLE
      EMERGENCY

              	
                13

              
	
                6.4

              	
                ACCELERATION
      SUBJECT TO SUBSTANTIAL LIMITATIONS

              	
                14

              
	
                6.5

              	
                COMMITTEE
      MODIFICATION OF INSTALLMENT DISTRIBUTION OPTIONS

              	
                15

              
	
                6.6

              	
                DELAY
      IN DISTRIBUTION FOR SPECIFIED EMPLOYEES

              	
                15

              
	
                6.7

              	
                COMPLIANCE
      WITH DOMESTIC RELATIONS ORDER

              	
                16

              
	
                 

                SECTION
      7.

              	
                 

                BENEFICIARY
      DESIGNATIO

              	
                 

                17

              
	
                7.1

              	
                DESIGNATION
      OF BENEFICIARY

              	
                17

              
	
                7.2

              	
                DEATH
      OF BENEFICIARY

              	
                17

              
	
                7.3

              	
                INEFFECTIVE
      DESIGNATION

              	
                17

              


      

      


       


      
        
          
            


             

            -i-

             

          

           


        

        
           


          
          

        

        
           


        

      


      


       

      
        	
                SECTION
      8.

              	
                CHANGE
      IN CONTROL PROVISIONS

              	
                18

              
	
                8.1

              	
                SUCCESSORS

              	
                18

              
	
                8.2

              	
                AMENDMENT
      AND TERMINATION AFTER CHANGE IN CONTROL

              	
                18

              
	
                 

                SECTION
      9.

              	
                 

                GENERAL
      PROVISIONS

              	
                 

                19

              
	
                9.1

              	
                CONTRACTUAL
      OBLIGATION

              	
                19

              
	
                9.2

              	
                UNSECURED
      INTEREST

              	
                19

              
	
                9.3

              	
                “RABBI”
      TRUST

              	
                19

              
	
                9.4

              	
                EMPLOYMENT/PARTICIPATION
      RIGHTS

              	
                19

              
	
                9.5

              	
                NONALIENATION
      OF BENEFITS

              	
                20

              
	
                9.6

              	
                SEVERABILITY

              	
                20

              
	
                9.7

              	
                NO
      INDIVIDUAL LIABILITY

              	
                20

              
	
                9.8

              	
                APPLICABLE
      LAW

              	
                20

              
	
                 

                SECTION
      10.

              	
                 

                PLAN
      ADMINISTRATION, AMENDMENT AND TERMINATION

              	
                 

                21

              
	
                10.1

              	
                IN
      GENERAL

              	
                21

              
	
                10.2

              	
                CLAIMS
      PROCEDURE

              	
                21

              
	
                10.3

              	
                FINALITY
      OF DETERMINATION

              	
                21

              
	
                10.4

              	
                DELEGATION
      OF AUTHORITY

              	
                21

              
	
                10.5

              	
                EXPENSES

              	
                21

              
	
                10.6

              	
                TAX
      WITHHOLDING

              	
                21

              
	
                10.7

              	
                INCOMPETENCY

              	
                21

              
	
                10.8

              	
                NOTICE
      OF ADDRESS

              	
                22

              
	
                10.9

              	
                AMENDMENT
      AND TERMIANTINON

              	
                22

              
	
                10.10

              	
                PLAN
      TO COMPLY WITH CODE SECTION 409A

              	
                22

              
	
                 

                SECTION
      11

              	
                 

                EXECUTION

              	
                 

                23

              


      

      


       


      
        
          
            


             

            -ii-

             

          

           


        

        
           


          
          

        

        
           


        

      


      


       

      SCANA
CORPORATION

       

      


       

      EXECUTIVE DEFERRED
COMPENSATION PLAN

       

      


       

      


       

      SECTION
1.  ESTABLISHMENT AND PURPOSE

       

      1.1           Establishment and History of
the Plan. SCANA Corporation established, effective as of January 1, 1987,
the supplementary voluntary deferred compensation plan for executives known as
the “SCANA Corporation Supplementary Voluntary Deferral Plan” (the
“SVDP”).  SCANA Corporation also established: (1) effective as of
October 15, 1986, a deferred compensation plan for executives known as the
“SCANA Corporation Voluntary Deferral Plan” (the “VDP”); and (2) effective as of
December 18, 1996, a consolidated deferred compensation plan for selected
executives known as the “SCANA Corporation Key Employee Retention Program”
(“KERP”), which was a consolidation of various individual agreements with
executives, previously established.  The VDP, KERP, and SVDP have been
amended from time to time after their initial adoption for various design and
administrative changes.  Further, the VDP, KERP, and SVDP were amended
and restated effective as of December 18, 1996 to include provisions applicable
upon a Change in Control.  The VDP, KERP, and SVDP were further
amended and restated effective as of October 21, 1997 to include various
administrative provisions and to clarify certain provisions regarding a Change
in Control.

       

      


       

      Effective as of July 1, 2000, the KERP
was amended to provide a cash balance-type benefit for all
participants.  Effective as of July 1, 2001, the KERP and VDP were
amended and merged with and into this Plan, which was re-named as the “SCANA
Corporation Executive Deferred Compensation Plan” (hereinafter called the
“Plan”).  Effective as of January 1, 2002, the KERP cash balance-type
benefit was frozen and this Plan was amended and restated to include new
deferral opportunities as set forth herein.  Effective as of January
1, 2004, this Plan was amended and restated to incorporate certain amendments
and other design based changes.  Effective as of January 1, 2007, this
Plan was amended and restated to eliminate gross-up
payments.  Effective as of January 1, 2009, this Plan was amended and
restated to comply with the requirements of Code Section
409A.  Effective as of December 31, 2009, this Plan is amended and
restated to remove references to the SCANA Corporation Key Executive Severance
Benefits Plan.

       


      1.2           Description of the
Plan.  This Plan is intended to constitute a non-qualified
deferred compensation plan which, in accordance with ERISA Sections 201(2),
301(a)(3) and 401(a)(1), is unfunded and established primarily for the purpose
of providing deferred compensation for a select group of management or highly
compensated employees.

       

      


       

      1.3           Purpose of the
Plan.  The purpose of this Plan is to enable the Company to
attract and retain persons of outstanding competence, to provide incentive
benefits to a very select group of key management employees who contribute
materially to the continued growth, development, and future business success of
the Company, and to provide a means whereby certain amounts payable by the
Company to selected executives may be deferred to some future
period.

       

      


      
        
           

        

        
           

          
          

        

        
           

        

      

       

      1.4           Effective
Date.  This amended and restated Plan is effective as of
December 31, 2009, except as otherwise specifically provided herein (including
in the appendices to the Plan) or in resolutions adopted by the Board or the
Committee.

       

      
        
          -2-

        

        
          
          

          
          

        

        
          
          

        

      

      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)           “Additional Deferral”
means the pre-tax deferrals of Excess Compensation made by a Participant under
this Plan of up to nineteen percent (19%) of his Excess Compensation in
accordance with Section 4.1(b).

       

      


       

      (c)           “Basic Deferral” means
the pre-tax deferrals of Excess Compensation made by a Participant under this
Plan of up to six percent (6%) of his Excess Compensation in accordance with
Section 4.1(a).

       

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

       

      


       

      (e)           “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 7
hereof.

       

      


       

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

       

      


       

      (g)           “Bonus Deferral” means
the pre-tax deferrals of a distribution of Performance Share Awards made by a
Participant under this Plan of up to one hundred percent (100%) of his
Performance Share Award in accordance with Section 4.1(c).

       

      (h)           “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 

      
         


        
          
            
              -3-

               

            

             


          

          
             


            
            

          

          
             


          

        

      

      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
consummation of 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

       

      


       

      (iv)           The
consummation of the sale of the stock of any subsidiary of the Corporation
designated by the Board as a “Material Subsidiary;” or the shareholders of the
Corporation approve a plan of complete liquidation of a Material Subsidiary or
an agreement for the sale or disposition by the Corporation of all or
substantially all of the assets of a Material Subsidiary; provided that any
event described in this subsection shall represent a Change in Control only with
respect to a Participant who has been exclusively assigned to the affected
Material Subsidiary.

       

      


       

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

       

      


       

      (j)           “Code Limitations”
means the limitations imposed on deferrals under and contributions to the
Qualified Plan under Code Sections 401(a)(17), 401(k)(3), 401(m)(2), 402(g)(1),
415, and such other Code sections as the Committee, in its sole discretion, may
designate.

       

      


       

      (k)           “Committee” means the
Human Resources 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 10.4.

       

      


       

      (l)           “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.

       


      (m)           “Compensation” means
the Participant’s Eligible Earnings (as defined in the Qualified Plan),
determined without regard to the limitation on compensation otherwise required
under Code Section 401(a)(17), and without regard to any deferrals or the
foregoing of compensation under this or any other plan of deferred compensation
maintained by the Company.

       

      

        
          
            
              -4-

               

            

             


          

          
             


            
            

          

          
             


          

        

      

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

       

      (o)           “EDCP Ledger” means
the bookkeeping ledger account used to track deferred amounts under the Plan
together with credited earnings (or losses) that reflect the Investment Options
applicable with respect to each Participant’s deferred amounts.  Each
EDCP Ledger shall separately reflect the pre-2005 and post-2004 deferrals and
hypothetical earnings thereon, and the portion of the post-2004 deferrals and
hypothetical earnings thereon payable at a date certain and the portion payable
upon a Participant’s Termination of Employment (referred to herein as a
Participant’s “pre-2005 EDCP Ledger” and “post-2004 EDCP Ledger”).  A
Participant’s pre-2005 EDCP Ledger shall reflect amounts deferred hereunder
before January 1, 2005 (and the earnings credited thereon before, on or after
January 1, 2005) for which (i) the Participant had a legally binding right as of
December 31, 2004, to be paid the amount, and (ii) such right to the amount was
earned and vested as of December 31, 2004 and was credited to the
Participant’s EDCP Ledger hereunder.  Pre-2005 EDCP Ledgers are
treated as “grandfathered” for the purposes of Code Section 409A, and are
governed by the terms of the Plan in effect as of October 3,
2004.

       

      


       

      (p)           “Eligible Employee”
means an Employee who is eligible for awards under the SCANA Corporation
Long-Term Equity Compensation Plan.

       

      


       

      (q)           “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.

       

      


       

      (r)           “Employer Matching
Deferral” means the deferrals credited to Participants’ EDCP Ledgers in
accordance with Section 4.2.

       

      


       

      (s)           “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended.

       

      


       

      (t)           “Excess Compensation”
means the Compensation otherwise payable to an Eligible Employee in excess of
the dollar limitation imposed under Code Section 401(a)(17) (or such other
dollar limitation as may be set by the Committee in its sole discretion for any
Year).

       

      


       

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

       

      


       

      (v)           “Investment Options”
means those hypothetical targeted investment options designated by the Committee
as measurements of the rate of return to be credited to (or charged against)
Participants’ EDCP Ledgers.

       

      


       

      (w)           “Participant” means
any Eligible Employee who is participating in the Plan in accordance with the
provisions herein set forth.  If a Participant had previously deferred
amounts credited to a EDCP Ledger and such Participant is no longer eligible to
participate hereunder (due to a Committee designation of his ineligibility), he
shall be covered under this Plan as an inactive 

       

      

        
          
            
              -5-

               

            

             


          

          
             


            
            

          

          
             


          

        

      

       

      Participant.  Except
for those provisions related to deferral opportunities, references herein to a
Participant shall be deemed to include references to such inactive Participants,
unless otherwise required by the context.

       

      


       

      (x)           “Performance Share
Award” means the amount payable from the Performance Share Award portion
of the SCANA Corporation Long-Term Equity Compensation Plan to a Participant in
a Year.

       

      


       

      (y)           "Termination of
Employment" means any termination of the employment relationship from the
Company and any affiliates and, with respect to post-2004 EDCP Ledgers, any
separation from service from the Company and its affiliates as determined in a
manner consistent with Code Section 409A and the guidelines issued
thereunder.

       

      


       

      (z)           “Qualified Plan” means
the SCANA Corporation Stock Purchase-Savings Plan, as amended from time to
time.

       

      


       

      (aa)           “Year” means the
calendar year.

       

      


       

      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.

       


      
        
          
            -6-

             

          

           


        

        
           


          
          

        

        
           


        

      


      SECTION
3.  ELIGIBILITY AND PARTICIPATION

       

      3.1           Eligibility.  An
Eligible Employee shall become eligible to participate in this Plan as
follows:

       

      


       

      (a)           To
be eligible to participate in this Plan for purposes of making Basic Deferrals
or Additional Deferrals (and to benefit from Employer Matching Deferrals) for
any Year, the Eligible Employee must earn Compensation during that Year in
excess of the applicable dollar limitation on compensation under Code Section
401(a)(17) (or such other dollar limitation as may be set by the Committee in
its sole discretion for any Year before the beginning of such Year) and the
Eligible Employee must have elected to defer the maximum allowable pre-tax
deferrals under the Qualified Plan for the Year.

       

      


       

      (b)           Eligible
Employees are automatically eligible to participate in this Plan for purposes of
making Bonus Deferrals.

       

      


       

      (c)           All
Eligible Employees will be required, as a condition of participation, to execute
such written participation agreements as required by the Committee from time to
time.

       

      


       

      3.2           Participation.  An
Employee who meets the eligibility requirements of Section 3.1 may become a
Participant in this Plan by electing to defer a portion of his Excess
Compensation or Performance Share Award on such form and in such manner as
determined by the Committee pursuant to Section 4.  Eligible Employees
who are participants in the Qualified Plan may automatically be deemed to have
elected to defer a portion of their Excess Compensation hereunder in accordance
with Section 4.

       

      


       

      3.3           Continued
Participation.  Once an Eligible Employee becomes a
Participant, he shall continue to be eligible to participate for all future
years until his Termination of Employment or death or unless and until the
Committee shall designate that individual as ineligible to participate. If a
Participant becomes ineligible to participate for future deferrals under this
Plan, he shall retain all the rights described under this Plan with respect to
deferrals previously made while an active Participant.

       


      
        
          
            -7-

             

          

           


        

        
           


          
          

        

        
           


        

      


      SECTION 4.
DEFERRALS

       

      4.1           Deferral
Election.  Subject to the conditions set forth in this Plan, a
Participant may elect to defer amounts hereunder as follows:

       

      


       

      (a)           Basic
Deferrals.  An Eligible Employee may elect to defer Basic
Deferrals under this Plan in whole percentages up to six percent (6%) of his
Excess Compensation.

       

      


       

      (b)           Additional Deferrals.
An Eligible Employee may elect to defer Additional Deferrals under this Plan in
whole percentages up to nineteen percent (19%) of his Excess
Compensation.

       

      


       

      (c)           Bonus
Deferrals.  An Eligible Employee may elect to defer under this
Plan, in whole percentages, up to one hundred percent (100%) of his Performance
Share Award otherwise payable for a Year, as a Bonus Deferral.

       

      


       

      (d)           Deferral Procedures for
Basic and Additional Deferrals. Except as provided in Section 4.1(f), all
elections under Section 4.1(a) and Section 4.1(b) must be made at such time and
in such manner as specified by the Committee prior to the beginning of the Year
in which such Excess Compensation is otherwise earned.  The Committee
is permitted but not required to establish deferral procedures pursuant to which
Participants are eligible to make separate deferral elections with respect to
base salary and short-term incentive awards.  Once a Basic Deferral or
Additional Deferral election is made (or deemed to be made) for a Year, it shall
remain in effect for all future Excess Compensation otherwise payable in all
future pay periods during that Year.  Such election shall also remain
in effect for future Years unless affirmatively changed by the Participant in
accordance with the terms of the Plan and the procedures implemented hereunder
prior to the beginning of such Year.  Eligible Employee Basic
Deferrals and Additional Deferrals shall be credited to the Participant’s EDCP
Ledger(s) at such times and in such manner as determined by the Committee, in
its sole discretion, but no less frequently than monthly.

       

       

      (e)           Deferral Procedures for
Bonus Deferrals.  Elections made under Section 4.1(c) must be
made no later than June 30 of the first Year of the three-Year award cycle
established under the Performance Share Award portion of the SCANA Corporation
Long-Term Equity Compensation Plan, and shall apply to the Participant’s award
that is otherwise payable, if at all, in the Year following the end of the
three-Year award cycle; provided that in order to be eligible to make the
election by such June 30 date, the Participant continuously performs services
from the beginning of the performance period through the date on which the
election is made.  Any such Bonus Deferral election shall also apply
with respect to awards payable in future Years of such three-Year award cycle
unless affirmatively changed by the Participant in accordance with the
procedures established by the Committee prior to June 30 of any of the Years in
the three-Year award cycle applicable to such award with respect to which a
change is requested.  Any Bonus Deferral election shall also apply
with respect to awards payable pursuant to future three-Year award cycles unless
affirmatively changed by the Participant in accordance with the terms of the
Plan and the procedures implemented hereunder prior to June 30 of the first Year
of the future three-Year award cycle.  Eligible Employee Bonus
Deferrals shall be credited to the Participant’s EDCP Ledger(s) in 

      

        
          
            
              -8-

               

            

             


          

          
             


            
            

          

          
             


          

        

      

       

      such
manner as determined by the Committee, in its sole discretion, but no later than
as of the last business day of the month following the month in which the
Participant’s Performance Share Award is otherwise payable.

       

      


       

      (f)           Deferral Procedures for
Newly Eligible Employees.  In the case of a person who first
becomes an Eligible Employee during a Year (and is not eligible for any other
plan with which this Plan is aggregated for purposes of Code Section 409A),
elections under Section 4.1(a), 4.1(b), and 4.1(c) for such Year must be made
within 30 days of the date the Employee becomes an Eligible Employee, and shall
apply only to amounts paid for services to be performed after the date of such
election.

       

      


       

      4.2           Crediting of Employer
Matching Deferrals.  Any Participant who has elected to make a
deferral under Section 4.1(a) or 4.1(b) for a Plan Year will be credited with an
Employer Matching Deferral for such Plan Year of an amount equal to such
deferral, provided that the total amount of a Participant’s Employer Matching
Deferral for any Plan Year shall not exceed an amount equal to 6% of the
Participant’s Excess Compensation.  Such Employer Matching Deferrals
shall be credited to the Participant’s “Termination of Employment” EDCP Ledger
at such times and in such manner as the Committee, in its sole discretion
determines, but no less frequently than monthly.

       

      


       

      4.3           Deferral
Period.  With respect to deferrals made in accordance with
Section 4.1, each Participant may elect the deferral period for each separate
deferral.  Subject to the modification of deferral date provisions of
Section 4.5 and the acceleration provisions of Section 6, a Participant may
elect to defer his Basic Deferrals, Additional Deferrals, and Bonus Deferrals
until his Termination of Employment or until a date certain; provided, however,
that any post-2004 deferrals must have the same date certain.  All
such deferrals are subject to the establishment of EDCP Ledgers in accordance
with Section 5.1 and any additional limitations that the Committee in its sole
discretion may choose to apply (which limitations shall be applied in accordance
with Code Section 409A with respect to post-2004 EDCP Ledgers).

       

      


       

      Notwithstanding any “date certain”
deferral period election otherwise made by a Participant (or any modification
thereof under Section 4.5), and except as otherwise provided in Section 4.4(b)
in connection with a modification of the form of distribution for post-2004 EDCP
Ledger(s), payments of deferred amounts hereunder shall be paid or begin to be
paid as soon as practicable following the earliest to occur of:

       

      


       

      (a)           Death,

       

      


       

      (b)           Disability,
as defined by the Long-Term Disability provisions of the SCANA Corporation
Health and Disability Plan (but only for pre-2005 EDCP Ledgers), or

       

      


       

      (c)           Termination
of Employment for any reason, subject to the rules in Section 6.6 applicable to
Specified Employees.

       

      

        
          
            
              -9-

               

            

             


          

          
             


            
            

          

          
             


          

        



       

      4.4           Form of Payment of Deferred
Amounts.  At the same time as the election made pursuant to
Section 4.1 and Section 4.3, and subject to the acceleration provisions of
Section 6, each Participant must also elect the manner in which his deferred
amounts will be paid.

       

      


       

      (a)           Mandatory Single Sum Cash
Payments.  All amounts that are to be paid at a date certain
prior to a Participant’s Termination of Employment, death, or Disability (but
only for pre-2005 EDCP Ledgers) must be paid in the form of a single sum cash
payment.  Also, except as provided in Section 4.4(b), all deferred
amounts otherwise payable upon a Participant’s Termination of Employment, death,
or Disability (but only for pre-2005 EDCP Ledgers) shall be paid in the form of
a single sum cash payment.

       

      


       

      (b)           Optional Forms of
Distribution.  In lieu of a single sum cash payment, a
Participant may elect to have all amounts payable hereunder on account of
Termination of Employment after his attainment of age 55, death while employed
and after attainment of age 55, or Termination of Employment due to Disability
(but only for pre-2005 EDCP Ledgers), paid in the form of annual installment
payments over a period not to exceed five (5) years for the post-2004 EDCP
Ledger (fifteen (15) years for pre-2005 EDCP Ledgers) commencing as soon as
practicable after such Termination of Employment, death or Disability (only for
pre-2005 EDCP Ledgers).  If a Participant’s benefit hereunder is to be
paid in installments, the amount of each payment shall be equal to the amount
credited to the Participant’s EDCP Ledger at the time of payment multiplied by a
fraction, the numerator of which is one and the denominator of which is the
number of installment payments remaining.  A Participant may elect to
change his election as to the form of payment of deferred amounts at any time
before his Termination of Employment; provided, however, that an election as to
a form of payment shall not be valid unless it has been in effect for at least
twelve (12) months before the Participant’s Termination of Employment, death or
Disability (only for pre-2005 EDCP Ledgers) and, for post-2004 EDCP Ledgers, the
Participant postpones the commencement date for five years beyond the date
payment would otherwise have commenced in the absence of the
election.  If an election otherwise made is not effective because it
was not in effect for at least twelve (12) months before the Participant’s
Termination of Employment, death or Disability (but only for pre-2005 EDCP
Ledgers), the last valid distribution election shall be effective or, in the
absence of a valid election, all amounts shall be paid in the form of a single
sum cash payment.  Unless specifically elected otherwise, payments of
all deferred amounts will be made in a single lump sum cash payment paid as soon
as practicable after the conclusion of the applicable deferral period pursuant
to Section 4.3.

       

      


       

      4.5           Modification of Deferral
Date.  A Participant may request that the Committee approve a
modification to his “date certain” deferral, as follows:

       

      


       

      (a)           A
Participant may request that the Committee approve an additional deferral period
of at least 60 months for the post-2004 EDCP Ledger (at least twelve (12) months
for the pre-2005 EDCP Ledger) with respect to any amount that was initially
deferred to a “date certain” EDCP Ledger.  Any such request must be
made, in accordance with such procedures established by the Committee, in its
discretion, at least twelve (12) months before the expiration of the date
certain deferral period for the deferred amount for which an additional deferral
election is requested.  Notwithstanding the foregoing, if a
Participant had previously deferred amounts to a “Termination 

      

        
          
            
              -10-

               

            

             


          

          
             


            
            

          

          
             


          

        

      

       

      of
Employment” EDCP Ledger and subsequently elected to accelerate the distribution
of all or part of such amounts attributable to pre-2005 EDCP Ledgers to a date
certain, pursuant to Section 6.4(b), that election is irrevocable and the
Participant may not make any further deferral elections with respect to such
amounts.

       

      


       

      (b)           A
Participant may request, in accordance with such procedures established by the
Committee, in its discretion, that the Committee approve a modified deferral
date for the Participant’s “date certain” pre-2005 EDCP Ledger as long as the
modified deferral date is no earlier than twelve (12) months from the date of
such election and the original date certain to which amounts were deferred is
not within twelve (12) months from the date of such modification
election.

       

      


       


      
        
          
            -11-

             

          

           


        

        
           


          
          

        

        
           


        

      


      SECTION 5.  EDCP
LEDGERS – DEFERRED COMPENSATION ACCOUNTS

       

      5.1           Participant
Accounts.  The Committee shall establish and maintain for each
Participant a bookkeeping account or accounts to track deferrals made by such
Participant.  Such accounts shall be referred to herein as “EDCP
Ledgers.”  Deferred amounts shall be credited to each Participant’s
EDCP Ledger(s) at such times as required under Section 4.  Effective
as of January 1, 2002, no more than two EDCP Ledgers may be established at
any time for any Participant reflecting amounts deferred to a date certain (the
Participant’s “date certain” EDCP Ledger) separately from amounts initially
deferred to Termination of Employment (the Participant’s “Termination of
Employment” EDCP Ledger).  Each such EDCP Ledger shall separately
reflect the pre-2005 deferrals and post-2004 deferrals.  Once amounts
are completely paid from the Participant’s “date certain” EDCP Ledger, the
Participant may establish a new “date certain” EDCP Ledger for future
deferrals.  In addition to deferrals otherwise provided for under
Section 4, any Participant’s cash balance account amounts transferred to
this Plan from the KERP shall be credited to the Participant’s pre-2005
“Termination of Employment” EDCP Ledger.

       

      


       

      5.2           Hypothetical
Earnings. Additional amounts shall be credited to (or deducted from) a
Participant’s EDCP Ledgers to reflect the hypothetical earnings (or losses) that
would have been experienced had the deferred amounts been invested in the
Investment Options selected by the Participant pursuant to his investment
election.  The Committee shall establish such procedures as it deems
necessary, in its sole discretion, to allow Participants the ability to
designate that all or a portion of amounts deferred to their EDCP Ledgers be
hypothetically invested among the Investment Options.  The Committee
is authorized to select an Investment Option to serve as a default Investment
Option in the absence of an actual election by any Participant.  All
amounts credited to Participants’ EDCP Ledgers shall continue to be
hypothetically invested among the Investment Options until such amounts are paid
in full to the Participant (or his Beneficiary). Notwithstanding the foregoing,
and subject to Section 9.2, no Participant shall have a right to designate the
specific actual investment of deferred amounts.

       

      


       

      5.3           Charges Against
Accounts.  There shall be charged against each Participant’s
account any payments made to the Participant or to his Beneficiary in accordance
with Section 6 hereof.

       


      
        
          
            -12-

             

          

           


        

        
           


          
          

        

        
           


        

      


      SECTION
6.  PAYMENT OF DEFERRED AMOUNTS

       

      6.1           Payment of Deferred
Amounts.  Payment of a Participant’s EDCP Ledger(s), including
accumulated hypothetical earnings (or losses), shall be paid in cash commencing
with the conclusion of the deferral period otherwise provided in Section
4.  The payments shall be made in the manner selected by the
Participant under Section 4.4.  The amount of any annual installment
payment shall equal the Participant’s distributable EDCP Ledger(s), determined
as of the last day of the month preceding the payment date multiplied by a
fraction, the numerator of which is one and the denominator of which is the
number of installment payments remaining to be paid.

       

      


       

      6.2           Acceleration of
Payments.  Notwithstanding the deferral period otherwise
applicable to deferred amounts hereunder:

       

      


       

      (a)           if
a Participant dies after commencement of installment payments and prior to the
payment of all amounts credited to his EDCP Ledger(s), the balance of any amount
payable shall continue to be paid in installment distributions,
unless:

       

      


       

      (i)           with
respect to pre-2005 EDCP Ledgers only, the Participant’s Beneficiary is not a
natural person (or a trust, the beneficiary of which is a natural
person);

       

      


       

      (ii)           the
Participant’s Beneficiary elects to accelerate the amounts remaining to be paid,
pursuant to Section 6.3 or Section 6.4 (with respect to pre-2005 EDCP Ledgers);
or

       

      


       

      (iii)           if
a Participant dies after commencement of installment payments and prior to the
payment of all amounts credited to his EDCP Ledger(s), the balance of any amount
payable with respect to post-2004 EDCP Ledger(s) shall be paid in a lump sum;
and

       

      


       

      (b)           if
the total amount payable from a Participant’s pre-2005 EDCP Ledger(s) is less
than $5,000 ($100,000 for post-2004 Ledger(s)) at the time for payment
specified, such amount shall be paid in a lump sum.

       

      


       

      6.3           Unforeseeable
Emergency.  At any time before the time an amount is otherwise
payable hereunder, a Participant (or the Participant’s Beneficiary) may request,
pursuant to such procedures prescribed by the Committee in its sole discretion,
a single sum cash distribution of all or a portion of the amounts credited to
his EDCP Ledger(s) due to the Participant’s (or the Beneficiary’s) severe
financial hardship, subject to the following requirements set forth in this
Section 6.3.  The rules set forth in this Section 6.3 govern
distributions of post-2004 EDCP Ledgers in the case of an unforeseeable
emergency.  Distributions of pre-2005 EDCP Ledgers in the case of an
unforeseeable emergency shall be governed by terms of the Plan in effect as of
October 3, 2004.

       

      


       

      (a)           Such
distribution shall be made, in the sole discretion of the Committee, in the case
of an unforeseeable emergency, which shall be limited to a severe financial
hardship to the Participant resulting from an illness or accident of the
Participant, the Participant’s spouse, the Participant’s Beneficiary, or of a
Participant’s dependent (as defined in Code Section 152, 

      

        
          
            
              -13-

               

            

             


          

          
             


            
            

          

          
             


          

        

      

       

      without
regard to Code Sections 152(b)(1), (b)(2), and (d)(1)(B)), loss of the
Participant’s property due to casualty (including the need to rebuild a home
following damage to a home not otherwise covered by insurance, for example, not
as a result of a natural disaster); or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant.  Examples of events that may constitute an
unforeseeable emergency include the imminent foreclosure of or eviction from the
Participant’s primary residence; the need to pay for medical expenses, including
non-refundable deductibles, as well as for the costs of prescription drug
medication; and the need to pay for the funeral expenses of the Participant’s
spouse, the Participant’s Beneficiary, or the Participant’s dependent (as
defined in Code Section 152, without regard to Code Sections 152(b)(1), (b)(2),
and (d)(1)(B)).

       

       
 

       

      (b)           Whether
a Participant is faced with an unforeseeable emergency will be determined based
on the relevant facts and circumstances of each case, but, in any case, a
distribution on account of an unforeseeable emergency may not be made to the
extent that such emergency is or may be relieved:

       

      


       

      (i)           through
reimbursement or compensation by insurance or otherwise,

       

      


       

      (ii)           by
liquidation of the individual’s assets, to the extent the liquidation of such
assets would not itself cause severe financial hardship, or

       

      


       

      (iii)           by
cessation of deferrals under the Plan.

       

      


       

      Examples
of circumstances that are not considered to be unforeseeable emergencies include
the need to send an individual’s child to college or the desire to purchase a
home.

       

      


       

      (c)           In
all events, the amount available for distribution on account of an unforeseeable
emergency pursuant to this Section 6.3 shall be limited to the amount reasonably
necessary to satisfy the emergency need (which may include amounts necessary to
pay any federal, state, local, or foreign income taxes or penalties reasonably
anticipated to result from the distribution), and shall be determined in
accordance with Code Section 409A and the regulations thereunder.  The
Committee may require such evidence of the individual’s severe financial
hardship as it deems appropriate.  The Committee shall consider any
requests for payment under this Section 6.3 in accordance with the standards of
interpretation described in Code Section 409A and the regulations and other
guidance thereunder.

       

      


       

      (d)           All
distributions under this Section 6.3 shall be made from the Participant’s EDCP
Ledger(s) as soon as practicable after the Committee has approved the
distribution and the amounts credited to the Participant’s EDCP Ledger(s) shall
be reduced on a pro rata basis among his elected Investment Options to reflect
the accelerated distribution.

       

      


       

      6.4           Acceleration Subject to
Substantial Limitations.  At any time before an amount is
otherwise payable hereunder, a Participant (or the Participant’s Beneficiary)
may request, pursuant to such procedures prescribed by the Committee in its sole
discretion, that an 

      

        
          
            
              -14-

               

            

             


          

          
             


            
            

          

          
             


          

        

      

       

      accelerated
distribution of all or a portion of the amounts credited to his pre-2005 EDCP
Ledger(s) be made pursuant to the following provisions:

       

      


       

      (a)           An
individual may accelerate all or any portion of his pre-2005 EDCP Ledger(s) and
have such amount paid in the form of a single sum cash payment as soon as
practicable after receipt of such request by the Committee, provided, however,
that an amount equal to ten percent (10%) of the amount requested by the
Participant will be forfeited from the Participant’s EDCP Ledger(s) immediately
prior to such payment.

       

      


       

      (b)           In
lieu of (or in addition to) any acceleration payment under Section 6.4(a) above,
an individual may elect to accelerate the payment of all or any portion of the
amounts otherwise payable from his pre-2005 EDCP Ledger(s), provided
that:

       

      


       

      (i)           the
accelerated amounts are not otherwise payable within twelve (12) months of the
date of such election;

       

      


       

      (ii)           the
accelerated amounts must be paid in the form of a single sum cash payment at the
date specified by the individual; and

       

      


       

      (ii)           the
accelerated payment may not be paid any earlier than twelve (12) months after
the date such acceleration election is received by the Committee.

       

      


       

      (c)           No
individual may make more than two acceleration elections with respect to the
individual’s pre-2005 EDCP Ledger(s) in any Year.

       

      


       

      (d)           All
distributions under this Section 6.4 shall be made from the Participant’s
pre-2005 EDCP Ledger(s) in a single sum cash payment as soon as practicable
after the date approved by the Committee and the amounts credited to the
Participant’s pre-2005 EDCP Ledger(s) shall be reduced on a pro rata basis among
his elected Investment Options to reflect the accelerated
distribution.

       

      


       

      6.5           Committee Modification of
Installment Distribution Options.  Notwithstanding anything to
the contrary in this Plan, the Committee, in its sole discretion, may choose to
accelerate any installment distribution amounts otherwise payable hereunder from
pre-2005 Ledgers to a Participant (or Beneficiary), with or without the consent
of the Participant (or Beneficiary).

       

      


       

      6.6           Delay in Distribution for
Specified Employees.  Notwithstanding anything to the contrary
in this Plan, if the Participant is a “specified employee,” as determined in
accordance with procedures adopted by the Corporation that reflect the
requirements of Code Section 409A(a)(2)(B)(i), distribution of the post-2004
EDCP Ledgers which is made on account of the Participant’s Termination of
Employment shall be deferred until the earlier of (i) first day of the seventh
month following the Participant’s Termination of Employment (without regard to
whether the Participant is reemployed on that date) or (ii) the date of the
Participant’s death.

      

        
          
            
              -15-

               

            

             


          

          
             


            
            

          

          
             


          

        

      

      


       

      6.7           Compliance with Domestic
Relations Order.  Notwithstanding anything to the contrary in
this Plan, a distribution shall be made from the Participant's EDCP Ledgers to
an individual other than the Participant to the extent necessary to comply with
a domestic relations order (as defined in Code Section
414(p)(1)(B)).

       


      
        
          
            -16-

             

          

           


        

        
           


          
          

        

        
           


        

      


      


       

      SECTION
7.  BENEFICIARY DESIGNATION

       

      7.1           Designation of
Beneficiary.  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.

       

      


       

      7.2           Death of
Beneficiary.

       

      


       

      (a)           In
the event that all of the Beneficiaries named in Section 7.1 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 of Section 7.1, 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.

       

      


       

      7.3           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.

       


      
        
          
            -17-

             

          

           


        

        
           


          
          

        

        
           


        

      


      SECTION 8.  CHANGE
IN CONTROL PROVISIONS

       

      8.1           Successors.  Notwithstanding
anything in this Plan to the contrary, upon the occurrence of a Change in
Control, the Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation, or otherwise) of all or substantially all of
the business and/or assets of the Company or of any division or subsidiary
thereof to expressly assume and agree to perform this Plan in the same manner
and to the same extent that the Company would be required to perform it if no
such succession had taken place, subject to the remaining provisions of this
Section 8.1.  Participants shall become entitled to benefits hereunder
in accordance with the terms of this Plan based on amounts credited to each
Participant’s EDCP Ledger(s) as of the date of such Change in Control plus
accumulated hypothetical earnings (or losses) attributable thereto (adjusted to
reflect any change from the most recent EDCP Ledger calculation to the end of
the month prior to the month such amounts are distributed to each Participant,
based on the Investment Options in effect at such time).  In the case
of any Change in Control, any successor to the Company shall not be required to
provide for additional deferral of benefits beyond the date of such Change in
Control except as required under Code Section 409A.

       

      


       

      8.2           Amendment and Termination
After Change in Control.  Notwithstanding the foregoing, and
subject to this Section 8, 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 if it would have the effect of reducing any benefits earned
(including optional forms of distribution) by any Participant prior to such
Change in Control without the written consent of all of the Plan’s Participants
covered by the Plan at such time.  In all events, however, the
Corporation reserves the right to amend, modify or delete the provisions of
Section 8 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.

       


      
        
          
            -18-

             

          

           


        

        
           


          
          

        

        
           


        

      


      SECTION
9.  GENERAL PROVISIONS

       

      9.1           Contractual
Obligation.  It is intended that the Corporation is under a
contractual obligation to make payments from a Participant’s account when
due.  Payment of account balances 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.

       

      


       

      9.2           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.

       

      


       

      9.3           “Rabbi”
Trust.  In connection with this Plan, the Board has established
a grantor trust (known as the “SCANA Corporation Executive Benefit Plan Trust”
and referred to herein as the “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.

       

      


       

      9.4           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.

      

        
          
            
              -19-

               

            

             


          

          
             


            
            

          

          
             


          

        

      

      


       

      9.5           Nonalienation of
Benefits.

       

      


       

      (a)           Subject
to Section 6.7, 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 (other than as permitted in Section 6.7, then such right or
benefit shall, in the sole 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.

       

      


       

      9.6           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.

       

      


       

      9.7           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.

       

      


       

      9.8           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 (including the requirements of Code Section
409A).

       


      
        
          
            -20-

             

          

           


        

        
           


          
          

        

        
           


        

      


      SECTION 10.  PLAN
ADMINISTRATION, AMENDMENT AND TERMINATION

       

      10.1           In
General.  This Plan shall be administered by the Committee,
which shall have the sole authority, in its sole 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.

       

      


       

      10.2           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.

       

      


       

      10.3           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.

       

      


       

      10.4           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.

       

      


       

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

       

      


       

      10.6           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.

       

      


       

      10.7           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 

      

        
          
            
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      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 10.7 shall be a complete discharge of liability therefor under the
Plan.

       

      


       

      10.8           Notice of
Address.  Any payment made to a Participant or to 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.

       

      


       

      10.9           Amendment and
Termination.  The Corporation expects the Plan to be permanent
but, because 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, subject to Section 8.2 and subject
to the requirements of Code Section 409A with respect to post-2004 EDCP Ledgers;
provided, however, that any such action shall not diminish retroactively any
amounts, both deferred amounts and any hypothetical earnings (or losses)
thereon, which have been credited to any Participant’s EDCP
Ledger(s).  If the Board amends the Plan to cease future deferrals
hereunder or terminates the Plan, the Board may, in its sole discretion, direct
that the value of each Participant’s EDCP Ledger(s) be paid to each Participant
(or Beneficiary, if applicable) in an immediate lump sum payment; provided,
however, that in the case of any post-2004 EDCP Ledger(s), the requirements of
Reg. § 1.409A-3(j)(4)(ix) are met.  In the absence of any
such direction from the Board, the Plan shall continue as a “frozen” plan under
which no future deferrals will be recognized unless required under Code Section
409A (however, hypothetical earnings (or losses) shall continue to be recognized
in accordance with the Investment Options that continue to be made available
under the Plan) and each Participant’s benefits shall be paid in accordance with
the otherwise applicable terms of the Plan.

       

      


       

      10.10           Plan to Comply with Code
Section 409A.  Notwithstanding any provision to the contrary in
this Plan, each provision of this Plan shall be interpreted to permit deferrals
of Excess Compensation and the payment of deferred amounts in accordance with
Code Section 409A and any provision that would conflict with such requirements
shall not be valid or enforceable.

       


      
        
          
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      SECTION
11.  EXECUTION

       

      IN WITNESS WHEREOF, the Corporation has
caused this SCANA Corporation Executive Deferred Compensation Plan to be
executed by its duly authorized officer this 31st day
of December, 2009, to be effective as of the dates specified
herein.

       

      


       

      SCANA CORPORATION

       

      


       

      By: /s/J. P. Hudson        
                                                                

       

      Title:  VP – HR        
                                                                

       

      ATTEST:

       

      


       

      /s/Gina
Champion                   
                                           

       

      Secretary

       

      


       

      


       

      


       

      


       

      


       

      


       


      
        
          
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