exhibit10-08.htm


     

    Exhibit
10.08

    


    


    


    


    SCANA
CORPORATION

    


    SUPPLEMENTARY
KEY EXECUTIVE SEVERANCE BENEFITS PLAN

    


    (including
amendments through December 31, 2009)

    


    


    


    



    
      
         


      

      
         


        
        

      

      
         


      

    


    SCANA
CORPORATION

    


    SUPPLEMENTARY
KEY EXECUTIVE

    SEVERANCE
BENEFITS 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

            
	 
      	 
      	 
      
	
              SECTION
      2.

            	
              DEFINITIONS

            	
              2

            
	
              2.1

            	
              DEFINITIONS

            	
              2

            
	
              2.2

            	
              GENDER
      AND NUMBER

            	
              6

            
	 
      	 
      	 
      
	
              SECTION
      3.

            	
              ELIGIBILITY
      AND PARTICIPATION

            	
              7

            
	
              3.1

            	
              ELIGIBILITY

            	
              7

            
	
              3.2

            	
              TERMINATION
      OF PARTICIPATION

            	
              7

            
	 
      	 
      	 
      
	
              SECTION
      4.

            	
              BENEFITS

            	
              8

            
	
              4.1

            	
              RIGHT
      TO SKESBP BENEFITS

            	
              8

            
	
              4.2

            	
              QUALIFYING
      TERMINATION

            	
              8

            
	
              4.3

            	
              DESCRIPTION
      OF SKESBP BENEFITS

            	
              8

            
	
              4.4

            	
              TERMINATION
      FOR TOTAL AND PERMANENT DISABILITY

            	
              10

            
	
              4.5

            	
              TERMINATION
      FOR RETIREMENT OR DEATH

            	
              10

            
	
              4.6

            	
              TERMINATION
      FOR CAUSE OR BY PARTICIPANT OTHER THAN FOR GOOD REASON

            	
              10

            
	
              4.7

            	
              NOTICE
      OF TERMINATION

            	
              11

            
	
              4.8

            	
              PARTICIPANT’S
      OBLIGATIONS

            	
              

                11

              

            
	
              4.9

            	
              TERMINATION
      FOR JUST CAUSE

            	
              

                11

              

            
	
              4.10

            	
              FORM
      AND TIMING OF SKESBP BENEFITS

            	
              

                11

              

            
	
              4.11

            	
              BENEFITS
      UNDER OTHER PLANS

            	
              

                11

              

            
	 
      	 
      	 
      
	
              SECTION
      5.

            	
              BENEFICIARY
      DESIGNATIONS

            	
              12

            
	
              5.1

            	
              DESIGNATION
      OF BENEFICIARY

            	
              

                12

              

            
	
              5.2

            	
              DEATH
      OF BENEFICIARY

            	
              

                12

              

            
	
              5.3

            	
              INEFFECIVE
      DESIGNATION

            	
              

                12

              

            
	 
      	 
      	 
      
	
              SECTION
      6.

            	
              GENERAL
      PROVISIONS

            	
              13

            
	
              6.1

            	
              CONTRACTUAL
      OBLIGATION

            	
              13

            
	
              6.2

            	
              UNSECURED
      INTEREST

            	
              

                13

              

            
	
              6.3

            	
              “RABBI”
      TRUST

            	
              

                13

              

            
	
              6.4

            	
              SUCCESSORS

            	
              

                13

              

            
	
              6.5

            	
              EMPLOYMENT/PARTICIPATION
      RIGHTS

            	
              13

            
	
              6.6

            	
              NONALIENATION
      OF BENEFITS

            	
              

                

                  14

                

              

            
	
              6.7

            	
              SEVERABILITY

            	
              

                14

              

            
	
              6.8

            	
              NO
      INDIVIDUAL LIABILITY

            	14
	
              6.9

            	
              APPLICABLE
      LAW

            	
              14

            
	
              6.10

            	
              LEGAL
      FEES AND EXPENSES

            	
              

                15

              

            


    

    



    
      
        
          


          -i-

        

         


      

      
         


        
        

      

      
         


      

    


    


    
      	 
      	
              6.11

            	
              ARBITRATION

            	
              15

            
	 
      	 
      	 
      	 
      
	 
      	
              SECTION
      7.

            	
              PLAN
      ADMINISTRATION, AMENDMENT AND TERMINATIOAN

            	
              16

            
	 
      	
              7.1

            	
              IN
      GENERAL

            	
              16

            
	 
      	
              7.2

            	
              CLAIMS
      PROCEDURE

            	
              

                16

              

            
	 
      	
              7.3

            	
              FINALITY
      OF DETERMINATION

            	
              

                16

              

            
	
              7.4

            	
              DELEGATION
      OF AUTHORITY

            	
              

                16

              

            	 
      
	
              7.5

            	
              EXPENSES

            	
              

                16

              

            	 
      
	
              7.6

            	
              TAX
      WITHHOLDING

            	
              

                16

              

            	 
      
	
              7.7

            	
              INCOMPETENCY

            	
              

                16

              

            	 
      
	
              7.8

            	
              NOTICE
      OF ADDRESS

            	
              17

            	 
      
	
              7.9

            	
              AMENDMENT
      AND TERMINATION

            	
              17

            	 
      
	 
      	 
      	 
      	 
      
	
              SECTION
      8.

            	
              EXECUTION

            	
              18

            	 
      


    


    
      
        
          


          -ii-

        

         


      

      
         


        
        

      

      
         


      

    


    


    


    SCANA
CORPORATION

    


    SUPPLEMENTARY
KEY EXECUTIVE

    SEVERANCE
BENEFITS PLAN

    


    


    SECTION
1.  ESTABLISHMENT AND PURPOSE

    


    1.1           Establishment
and History of the Plan.  SCANA Corporation established, effective as
of October 21, 1997, a severance plan for certain senior executives known as the
“SCANA Corporation Supplementary Key Executive Severance Benefits Plan” (the
“Plan”).  Effective as of January 1, 2007, the Plan was amended and
restated to reflect various changes in the manner in which the benefits under
the Plan are calculated and other administrative changes.  Effective
January 1, 2009, the Plan was amended and restated to comply with the
requirements of Code Section 409A.  Effective December 31, 2009, the
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 severance benefits
plan which is unfunded and established primarily for the purpose of providing
severance benefits for a select group of management or highly compensated
employees.

    


    1.3           Purpose
of the Plan.  The purpose of this Plan is to advance the interests of
the Company by providing highly qualified Company executives and other key
personnel with an assurance of equitable treatment in terms of compensation and
economic security and to induce continued employment with the Company in the
event of certain spin-offs, divestitures, or an acquisition or other Change in
Control.  The Corporation believes that an assurance of equitable
treatment will enable valued executives and key personnel to maintain
productivity and focus during a period of significant uncertainty inherent in
such situations and that a severance compensation plan of this kind will aid the
Company in attracting and retaining the highly qualified professionals who are
essential to its success.

    



    
      
        -1- 


      

      
         


        
        

      

      
         


      

    


    SECTION
2.  DEFINITIONS

    


    2.1           Definitions.  Whenever
used herein, the following terms shall have the meanings set forth below, unless
otherwise expressly provided herein or unless a different meaning is plainly
required by the context, and when the defined meaning is intended, the term is
capitalized:

    


    (a)           “Agreement”
means a contract between an Eligible Employee and the Company permitting the
Eligible Employee to participate in the Plan and delineating the benefits (if
any) that are to be provided to the Eligible Employee in lieu of or in addition
to the benefits described under the terms of this Plan.

    


    (b)           “Base
Salary” means the base rate of compensation payable to a Participant as annual
salary, not reduced by any pre-tax deferrals under any tax-qualified plan,
non-qualified deferred compensation plan, qualified transportation fringe
benefit plan under Code Section 132(f), or cafeteria plan under Section 125
maintained by the Company, but excluding amounts received or receivable under
all incentive or other bonus plans.

    


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

    


    (d)           “Beneficiary”
means any person or entity who, upon the Participant’s death, is entitled to
receive the Participant’s benefits under the Plan in accordance with Section 5
hereof.

    


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

    


    (f)           “Change
in Control” means a change in control of the Corporation of a nature that would
be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Exchange Act, whether or not the
Corporation is then subject to such reporting requirements; provided that,
without limitation, such a Change in Control shall be deemed to have occurred
if:

    


    (i)           Any
Person (as defined in Section 3(a)(9) of the Exchange Act and used in Sections
13(d) and 14(d) thereof, including a “group” as defined in Section 13(d)) is or
becomes the Beneficial Owner, directly or indirectly, of twenty five percent
(25%) or more of the combined voting power of the outstanding shares of capital
stock of the Corporation;

    


    (ii)           During
any period of two (2) consecutive years (not including any period prior to
December 18, 1996) there shall cease to be a majority of the Board comprised as
follows: individuals who at the beginning of such period constitute the Board
and any new director(s) whose election by the Board or nomination for election
by the Corporation’s stockholders was approved by a vote of at least two-thirds
(2/3) of the directors then still in office who either were directors at the
beginning of the period or whose election or nomination for election was
previously so approved;

    


    

      
        
          -2- 


        

        
           


          
          

        

        
           


        

      



    (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.

    


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

    


    (h)           “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 7.4.

    


    (i)           “Company”
means the Corporation and any subsidiaries of the Corporation and their
successor(s) or assign(s) that adopt this Plan through execution of Agreements
with any of their Employees or otherwise. When the term “Company” is used with
respect to an individual Participant, it shall refer to the specific company at
which the Participant is employed, unless otherwise required by the
context.

    


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

    


    (k)           “Effective
Date of Termination” means the date on which a Qualifying Termination occurs
which triggers SKESBP Benefits hereunder.

    


    (l)           “Eligible
Employee” means an Employee who is employed by the Company and who also serves
as an officer of the Company at the level of Senior Vice-President or
above.

    

      
        
          -3- 


        

        
           


          
          

        

        
           


        

      



    (m)           “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.

    


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

    


    (o)           “Good
Reason” means, without the Participant’s written consent, the occurrence after a
Change in Control of the Company of any one or more of the
following:

    


    (i)           A
material diminution in the Participant’s Base Salary;

    


    (ii)           A
material diminution in the Participant’s authority, duties, or
responsibilities;

    


    (iii)           A
material diminution in the authority, duties, or responsibilities of the
supervisor to whom the Participant is required to report, including a
requirement that the Participant report to a Company officer or Employee instead
of reporting directly to the Board;

    


    (iv)           A
material diminution in the budget over which the Participant retains
authority;

    


    (v)           A
material change in the geographic location at which the Participant must perform
the services;  and

    


    (vi)           Any
other action or inaction that constitutes a material breach by the Company of
the agreement under which the Participant provides services.

    


    In the
event a successor company fails or refuses to assume the Company’s obligations
under this Plan on or before the effective date of a Change in Control, as
required by Section 6.4 herein, or in the event the Company or a successor
company breaches any provision of this Plan with respect to a Participant, such
failure or breach shall be deemed to be a material breach with respect
to  each affected Participant.

    


    A
Participant’s right to terminate his or her employment for Good Reason shall not
be affected by his or her incapacity due to physical or mental illness. A
Participant’s continued employment shall not constitute consent to, or a waiver
of rights with respect to, any circumstance constituting Good Reason
herein.

    


    (p)           “Just
Cause” means any one or more of the following:

    


    (i)           Willful
and continued failure by a Participant to substantially perform his or her
duties with the Company (other than any such failure resulting from a Qualifying
Termination), after a demand for substantial performance is delivered to the
Participant that specifically identifies the manner in which the Company
believes that the Participant has not substantially performed his/her duties,
and the Participant has failed to resume substantial performance of his/her
duties on a continuous basis within fourteen (14) days of receiving such
demand;

    

      
        
          -4- 


        

        
           


          
          

        

        
           


        

      



    (ii)           The
willful engaging by a Participant in conduct which is demonstrably and
materially injurious to the Company, monetarily or otherwise; or

    


    (iii)           A
Participant’s conviction of a felony or conviction of a misdemeanor which
impairs his/her ability substantially to perform his/her duties with the
Company.

    


    For purposes of this Section 2.1(p), no
act, or failure to act, on a Participant’s part shall be deemed “willful” unless
done, or omitted to be done, by a Participant not in good faith and without
reasonable belief that the Participant’s action or omission was in the best
interest of the Company.

    


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

    


    (r)           “Potential
Change in Control” means and includes the event of any one or more of the
following occurrences:

    


    (i)           The
Corporation enters into an agreement, the consummation of which would result in
the occurrence of a Change in Control of the Corporation;

    


    (ii)           Any
person including the Corporation publicly announces an intention to take or to
consider taking actions which the Committee reasonably believes if consummated,
would constitute a Change of Control of the Corporation;

    


    (iii)           Any
person, other than a trustee or other fiduciary holding securities under an
employee benefit plan of the Corporation (or corporation owned, directly or
indirectly, by the stockholders of the Corporation in substantially the same
proportions as their ownership of stock of the Corporation), becomes the
Beneficial Owner, directly or indirectly, of securities of the Corporation
representing eight and one-half percent (8.5%) or more of the combined voting
power of the Corporation’s then outstanding securities;

    


    (iv)           The
filing of an application by a third party with the Securities and Exchange
Commission under Section 9(a)(2) of the 1935 Act for authorization to acquire
shares so as to hold, own or control, directly or indirectly, five percent (5%)
or more of the voting stock of the Corporation; or

    


    (v)           The
Board adopts a resolution to the effect that for purposes of the SCANA
Corporation Executive Benefit Plan Trust and affected plans, a Potential Change
in Control has occurred.

    

      
        
          -5- 


        

        
           


          
          

        

        
           


        

      



    (s)           “Qualifying
Termination” means any of the events described in Section 4.2 herein, the
occurrence of which triggers the payment of SKESBP Benefits
hereunder.

    


    (t)           “Retirement”
means the retirement of a Participant at the “normal retirement age,” as defined
in the SCANA Corporation Retirement Plan or in accordance with any retirement
arrangement established with the Participant’s consent with respect to the
Participant.

    


    (u)           “SKESBP
Benefit” means the benefits as provided in Section 4.3 herein.

    


    (v)           “Total
and Permanent Disability” means a physical or mental condition
which:

    


    (i)           Renders
a Participant unable to discharge his/her normal work responsibility with the
Company and which, in the opinion of a licensed physician selected by the
Participant, based upon significant medical evidence, can be reasonably expected
to continue for a period of at least one (1) year; or

    


    (ii)           Causes
a Participant to be absent from the full-time performance of his/her duties with
the Company for six (6) consecutive months and, within thirty (30) days after
the Company delivers to the Participant written notice of termination, the
Participant does not return to the full-time performance of his/her
duties.

    


    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
individual is eligible to participate in the Plan after becoming an Eligible
Employee of the Company.

    


    3.2           Termination
of Participation.  A Participant in this Plan under Section 3.1 shall
remain covered hereunder until the earliest of (i) the date the Participant is
notified, in a writing signed by the Corporation’s Chief Executive Officer, that
the Participant is no longer covered by the provisions of this Plan; or (ii) the
date upon which the Participant’s employment terminates for any reason,
provided, however, the Participant shall remain covered under the Plan after
termination of employment so long as any benefits are payable from this Plan; or
(iii) the date of termination of the Plan, provided, however, the Plan shall
remain in effect with respect to the Participant so long as any benefits are
payable to the Participant from this Plan.

    

      
        
          -7- 


        

        
           


          
          

        

        
           


        

      



    SECTION
4.   BENEFITS

    


    4.1           Right
to SKESBP Benefits.  A Participant shall be entitled to receive from
the Corporation SKESBP Benefits as described in Section 4 herein, if there has
been a Change in Control and if, within twenty-four (24) calendar months
thereafter, the Participant’s employment with the Company shall end for any
reason specified in Section 4.2 herein as being a Qualifying
Termination.  The amount of all SKESBP Benefits described in Section 4
herein shall be calculated by the Committee in its sole discretion.

    


    4.2           Qualifying
Termination. Subject to the terms of this Plan, the occurrence of any one (1) of
the following events within twenty-four (24) calendar months after a Change in
Control shall trigger the payment of SKESBP Benefits under this
Plan:

    


    (a)           An
involuntary termination of a Participant’s employment with the Company without
Just Cause; or

    


    (b)           A
voluntary termination of a Participant’s employment with the Company for Good
Reason, provided the Notice of Termination required under Section 4.7 has been
communicated timely.

    


    A termination of a Participant’s
employment with the Company by reason of death, Total and Permanent Disability,
Retirement, a voluntary termination by the Participant without Good Reason, or
an involuntary termination by the Company for Just Cause shall not entitle a
Participant to receive SKESBP Benefits hereunder.

    


    Notwithstanding the above, a
Participant shall not be considered to have terminated his/her employment solely
by reason of his/her transfer to a corporation whose stock was acquired from the
Company in a transaction intended to qualify for tax-free treatment under
Section 355 of the Code.

    


    4.3           Description
of SKESBP Benefits.  If a Participant becomes entitled to receive
SKESBP Benefits, the Corporation shall pay to, and provide, such Participant
with the following benefits:

    


    (a)           An
amount intended to approximate two and one-half (2.5) times the sum of: (i) the
Participant’s annual Base Salary in effect as of the Change in Control, and (ii)
the Participant’s full targeted annual incentive opportunity in effect as of the
Change in Control;

    


    (b)           An
amount equal to the Participant’s full targeted annual incentive opportunity in
effect under each existing annual incentive plan or program for the year in
which the Change in Control occurs;

    


    (c)           If
the Participant’s benefit under the SCANA Corporation Supplemental Executive
Retirement Plan is determined using the final average pay formula under the
SCANA Corporation 

    


      
        
          -8- 


        

        
           


          
          

        

        
           


        

      

    

     

    Retirement
Plan, an amount equal to the present lump sum value (determined using a
reasonable interest rate determined by the Committee or its designee) of the
actuarial equivalent of the Participant’s accrued benefit under the SCANA
Corporation Retirement Plan and the SCANA Corporation Supplemental Executive
Retirement Plan through the date of the Change in Control, calculated (in each
case to the extent applicable to calculating the Participant’s
benefit):

    


    (i)           as
though the Participant had attained age 65 and completed 35 years of benefit
service as of the date of the Change in Control; and

    


    (ii)           as
if the Participant’s “Final Average Earnings” under the SCANA Corporation
Retirement Plan equaled the amount determined after applying cost-of-living
increases (as determined by the Committee or its designee) to the Participant’s
annual base salary from the date of the Change in Control until the date the
Participant would reach age 65; and

    


    (iii)           without
regard to any early retirement or other actuarial reductions otherwise provided
in any such plan.

    


    which
benefit shall be offset by the actuarial equivalent of the Participant's benefit
provided by the SCANA Corporation Retirement Plan and the Participant’s benefit
under the SCANA Corporation Supplemental Executive Retirement
Plan.  For purposes of calculating the foregoing benefits, “actuarial
equivalent” shall be determined using the same methods and assumptions in effect
under the SCANA Corporation Retirement Plan, or any applicable individual
Participant agreement, immediately prior to the Change in Control;

    


    (d)           If
the Participant’s benefit under the SCANA Corporation Supplemental Executive
Retirement Plan is determined using the cash balance formula under the SCANA
Corporation Retirement Plan, an amount equal to the Participant’s benefit, if
any, under the SCANA Corporation Supplemental Executive Retirement Plan (the
Participant’s SERP cash balance account), determined prior to any offset for
amounts payable under the SCANA Corporation Retirement Plan, and calculated as
of the date of the Change in Control, increased by the amount under (i) and
reduced by the amounts under (ii) and (iii):

    


    (i)           an
amount equal to the present value of the additional projected pay credits and
periodic interest credits to which the Participant would otherwise become
entitled under the terms of the SCANA Corporation Retirement Plan (disregarding
any Code limitations affecting the amount of benefits that may be provided under
such plan) assuming that (A) the Participant remained employed through the date
the Participant would have attained age 65, (B) the rate of interest used in
determining the periodic interest credits shall remain unchanged from the rate
in effect immediately prior to the Change in Control to the date the Participant
would have attained age 65, and (C) the relevant salary increase and Social
Security wage base assumptions set forth in the SCANA Corporation Retirement
Plan shall apply from the date of the Change in Control to the date the
Participant would have attained age 65.

    

      
        
          -9- 


        

        
           


          
          

        

        
           


        

      



    (ii)           an
amount equal to the Participant’s cash balance account under the SCANA
Corporation Retirement Plan as of the date of the Change in
Control.

    


    (iii)           an
amount equal to the Participant’s benefit under the SCANA Corporation
Supplemental Executive Retirement Plan.

    


    For purposes of calculating the
foregoing amounts, “present value” shall be determined using the same methods
and assumptions in effect under the SCANA Corporation Retirement Plan,
immediately prior to the Change in Control.

    


    (e)           An
amount equal to the value of the amounts credited on the Participant’s behalf
under the SCANA Corporation Executive Deferred Compensation Plan as of the date
of the Change in Control, plus interest on such amounts at a rate equal to the
sum of the prime interest rate as published in the Wall Street Journal on the
most recent publication date that precedes the date of the Change in Control
plus three percent (3%), with the total benefit amount calculated through the
end of the month prior to the month such amounts are distributed to the
Participant.  Such amount shall be reduced, but not below zero, by the
value of the Participant’s benefit under the SCANA Corporation Executive
Deferred Compensation Plan as of the date of the Change in Control;
and

    


    (f)           An
amount equal to the total cost of coverage for medical coverage, long-term
disability coverage, and LifePlus or other life insurance coverage, so as to
provide substantially the same level of coverage and benefits enjoyed as if the
Participant continued to be an employee of the Company for three (3) full years
after the effective date of the Change in Control.

    


    4.4           Termination
for Total and Permanent Disability. Following a Change in Control of the
Corporation, if a Participant’s employment is terminated due to Total and
Permanent Disability, the Participant shall receive his Base Salary, through the
Effective Date of Termination, at which point in time the Participant’s benefits
shall be determined in accordance with the Company’s retirement, insurance, and
other applicable plans and programs of the Company then in effect.

    


    4.5           Termination
for Retirement or Death. Following a Change in Control of the Corporation, if a
Participant’s employment is terminated by reason of his Retirement or death, the
Participant’s benefits shall be determined in accordance with the Company’s
retirement, survivor’s benefits, insurance, and other applicable plans and
programs of the Company then in effect.

    


    4.6           Termination
for Cause or by Participant Other Than for Good Reason. Following a Change in
Control of the Company, if a Participant’s employment is terminated either (i)
by the Company for Just Cause; or (ii) by the Participant other than for Good
Reason, the Company shall pay the Participant his/her full Base Salary and
accrued vacation through the Effective Date of Termination, at the rate then in
effect, plus all other amounts to which the Participant is entitled under any


    


      
        
          -10- 


        

        
           


          
          

        

        
           


        

      

    

     

    compensation
plan of the Company, at the time such payments are due, and the Company shall
have no further obligations to the Participant under this Plan.

    


    4.7           Notice
of Termination.  Any Qualifying Termination shall be communicated by
Notice of Termination from the party initiating the termination to the other
party.  For purposes of this Plan, a “Notice of Termination” shall
mean a written notice which shall indicate the specific termination provision in
this Plan relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Participant’s
employment under the provision so indicated, so as to entitle the Participant to
benefits.  No Qualifying Termination under Section 4.2(b) shall be
deemed to have occurred unless the Participant has given Notice of Termination
to the Company specifying the Good Reason event relied upon for such termination
within 90 days after the initial occurrence of such event following the Change
in Control, and the Company has not remedied such within 30 days of receipt of
such Notice.

    


    4.8           Participant’s
Obligations.  Subject to the terms and conditions of this Plan, in the
event of a Potential Change in Control of the Company, each Participant is
required to remain with the Company until the earliest of (i) a date which is
six (6) months after the occurrence of such Potential Change in Control of the
Company; or (ii) a termination by a Participant of the Participant’s employment
by reason of Total and Permanent Disability or Retirement; or (iii) the
occurrence of a Change in Control of the Company.

    


    4.9           Termination
for Just Cause.  Nothing in this Plan shall be construed to prevent
the Company from terminating a Participant’s employment for Just
Cause.  In such case, no SKESBP Benefits shall be payable to the
Participant under this Plan.

    


    4.10           Form
and Timing of SKESBP Benefits.  A Participant’s SKESBP Benefits
described in Section 4.3 shall be paid in the form of a single lump sum cash
payment as soon as practicable following the Effective Date of Termination, but
in no event beyond thirty (30) days from such date.

    4.11           Benefits
Under Other Plans.  Any other amounts due the Participant or his
Beneficiary under the terms of any other Company plans or programs are in
addition to the payments under this Plan.


    
      
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    SECTION
5.  BENEFICIARY DESIGNATION

    


    5.1           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.

    


    5.2           Death
of Beneficiary.

    


    (a)           In
the event that the Beneficiaries named in Section 5.1 predecease the
Participant, the amounts that otherwise would have been paid to said
Beneficiaries shall, where the designation fails to redirect to alternate
Beneficiaries in such circumstance, be paid to the Participant’s estate as the
alternate Beneficiary.

    


    (b)           In
the event that two or more Beneficiaries are named, and one or more but less
than all of such Beneficiaries predecease the Participant, each surviving
Beneficiary shall receive any dollar amount or proportion of funds designated or
indicated for him per the designation under Section 5.1, and the dollar amount
or designated or indicated share of each predeceased Beneficiary which the
designation fails to redirect to an alternate Beneficiary in such circumstance
shall be paid to the Participant’s estate as an alternate
Beneficiary.

    


    5.3           Ineffective
Designation.

    


    (a)           In
the event the Participant does not designate a Beneficiary, or if for any reason
such designation is entirely ineffective, the amounts that otherwise would have
been paid to the Beneficiary shall be paid to the Participant’s estate as the
alternate Beneficiary.

    


    (b)           In
the circumstance that designations are effective in part and ineffective in
part, to the extent that a designation is effective, distribution shall be made
so as to carry out as closely as discernable the intent of the Participant, with
result that only to the extent that a designation is ineffective shall
distribution instead be made to the Participant’s estate as an alternate
Beneficiary.


    
      
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    SECTION
6.  GENERAL PROVISIONS

    


    6.1           Contractual
Obligation.  It is intended that the Corporation is under a
contractual obligation to make payments of a Participant’s SKESBP Benefits when
due.  Payment of SKESBP Benefits shall be made out of the general
funds of the Corporation as determined by the Board without any restriction of
the assets of the Corporation relative to the payment of such contractual
obligations; the Plan is, and shall operate as, an unfunded plan.

    


    6.2           Unsecured
Interest.  No Participant or Beneficiary shall have any interest
whatsoever in any specific asset of the Corporation.  To the extent
that any person acquires a right to receive payment under this Plan, such right
shall be no greater than the right of any unsecured general creditor of the
Corporation.

    


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

    


    6.4           Successors.
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.

    


    6.5           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.

    

      
        
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    (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.

    


    (e)           Participation
in this Plan shall constitute the entire agreement between the Company and each
Participant and shall supersede those provisions of any employment agreement
with the Company affecting a Participant’s rights to receive benefits as a
result of his/her termination of employment within twenty-four (24) months
following a Change in Control of the Company.  In all other respects,
any employment agreement shall continue in full force and effect.

    


    6.6           Nonalienation
of Benefits.

    


    (a)           No
right or benefit under this Plan shall be subject to anticipation, alienation,
sale, assignment, pledge, encumbrance, or change, and any attempt to anticipate,
alienate, sell, assign, pledge, encumber or change the same shall be void; nor
shall any such disposition be compelled by operation of law.

    


    (b)           No
right or benefit hereunder shall in any manner be liable for or subject to the
debts, contracts, liabilities, or torts of the person entitled to benefits under
the Plan.

    


    (c)           If
any Participant or Beneficiary hereunder should become bankrupt or attempt to
anticipate, alienate, sell, assign, pledge, encumber, or change any right or
benefit hereunder, then such right or benefit shall, in the discretion of the
Committee, cease, and the Committee shall direct in such event that the
Corporation hold or apply the same or any part thereof for the benefit of the
Participant or Beneficiary in such manner and in such proportion as the
Committee may deem proper.

    


    6.7           Severability.  If
any particular provision of the Plan shall be found to be illegal or
unenforceable for any reason, the illegality or lack of enforceability of such
provision shall not affect the remaining provisions of the Plan, and the Plan
shall be construed and enforced as if the illegal or unenforceable provision had
not been included.

    


    6.8           No
Individual Liability.   It is declared to be the express purpose
and intention of the Plan that no liability whatsoever shall attach to or be
incurred by the shareholders, officers, or directors of the Corporation or any
representative appointed hereunder by the Corporation, under or by reason of any
of the terms or conditions of the Plan.

    


    6.9           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.

    

      
        
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    6.10           Legal
Fees and Expenses.  The Company shall pay all legal fees, costs of
litigation, and other expenses incurred in good faith by each Participant as a
result of the Company’s refusal to provide the SKESBP Benefits to which the
Participant becomes entitled under this Plan, or as a result of the Company’s
contesting the validity, enforceability, or interpretation of the
Plan.

    


    6.11           Arbitration.  Each
Participant shall have the right and option to elect (in lieu of litigation) to
have any dispute or controversy arising under or in connection with the Plan
settled by arbitration, conducted before a panel of three (3) arbitrators
sitting in a location selected by the Participant within fifty (50) miles from
the location of his or her job, in accordance with the rules of the American
Arbitration Association then in effect.  Judgment may be entered on
the award of the arbitrator in any court having jurisdiction.  All
expenses of such arbitration, including the fees and expenses of the counsel for
the Participant, shall be borne by the Company.


    
      
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    SECTION
7.  PLAN ADMINISTRATION, AMENDMENT AND TERMINATION

    


    7.1           In
General.  This Plan shall be administered by the Committee, which
shall have the sole authority, in its discretion, to construe and interpret the
terms and provisions of the Plan and determine the amount, manner and time of
payment of any benefits hereunder.  The Committee shall maintain
records, make the requisite calculations and disburse payments hereunder, and
its interpretations, determinations, regulations and calculations shall be final
and binding on all persons and parties concerned.  The Committee may
adopt such rules as it deems necessary, desirable or appropriate in
administering this Plan and the Committee may act at a meeting, in a writing
without a meeting, or by having actions otherwise taken by a member of the
Committee pursuant to a delegation of duties from the Committee.

    


    7.2           Claims
Procedure.  Any person dissatisfied with the Committee’s determination
of a claim for benefits hereunder must file a written request for
reconsideration with the Committee.  This request must include a
written explanation setting forth the specific reasons for such
reconsideration.  The Committee shall review its determination
promptly and render a written decision with respect to the claim, setting forth
the specific reasons for such denial written in a manner calculated to be
understood by the claimant.  Such claimant shall be given a reasonable
time within which to comment, in writing, to the Committee with respect to such
explanation.  The Committee shall review its determination promptly
and render a written decision with respect to the claim.  Such
decision upon matters within the scope of the authority of the Committee shall
be conclusive, binding, and final upon all claimants under this
Plan.

    


    7.3           Finality
of Determination.  The determination of the Committee as to any
disputed questions arising under this Plan, including questions of construction
and interpretation, shall be final, binding, and conclusive upon all
persons.

    


    7.4           Delegation
of Authority.  The Committee may, in its discretion, delegate its
duties to an officer or other employee of the Company, or to a committee
composed of officers or employees of the Company.

    


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

    


    7.6           Tax
Withholding.  The Corporation shall have the right to deduct from all
payments made from the Plan any federal, state, or local taxes required by law
to be withheld with respect to such payments.

    


    7.7           Incompetency.   Any
person receiving or claiming benefits under the Plan shall be conclusively
presumed to be mentally competent and of age until the Committee receives
written notice, in a form and manner acceptable to it, that such person is
incompetent or a minor, and that a guardian, conservator, statutory committee
under the South Carolina Code of Laws, or other person 

     

    


      
        
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    legally
vested with the care of his estate has been appointed.  In the event
that the Committee finds that any person to whom a benefit is payable under the
Plan is unable to properly care for his affairs, or is a minor, then any payment
due (unless a prior claim therefor shall have been made by a duly appointed
legal representative) may be paid to the spouse, a child, a parent, or a brother
or sister, or to any person deemed by the Committee to have incurred expense for
the care of such person otherwise entitled to payment.

    


    In the event a guardian or conservator
or statutory committee of the estate of any person receiving or claiming
benefits under the Plan shall be appointed by a court of competent jurisdiction,
payments shall be made to such guardian or conservator or statutory committee
provided that proper proof of appointment is furnished in a form and manner
suitable to the Committee.  Any payment made under the provisions of
this Section 7.7 shall be a complete discharge of liability therefor under the
Plan.

    


    7.8           Notice
of Address.   Any payment made to a Participant or his designated
Beneficiary at the last known post office address of the distributee on file
with the Corporation, shall constitute a complete acquittance and discharge to
the Corporation and any director or officer with respect thereto, unless the
Corporation shall have received prior written notice of any change in the
condition or status of the distributee.  Neither the Corporation nor
any director or officer shall have any duty or obligation to search for or
ascertain the whereabouts of the Participant or his designated
Beneficiary.

    


    7.9           Amendment
and Termination.  The Corporation expects the Plan to be permanent,
but since future conditions affecting the Corporation cannot be anticipated or
foreseen, the Corporation reserves the right to amend, modify, or terminate the
Plan at any time by action of its Board at any time prior to a Change in
Control, pursuant to a Board resolution adopted by a vote of two-thirds (2/3) of
the Board members then serving on the Board.  Upon any such amendment,
and except as provided hereunder upon the occurrence of a Change in Control,
each Participant and his Beneficiary(ies) shall only be entitled to such
benefits as determined by the Board pursuant to such amendment.  Upon
any such termination, and except as provided hereunder upon the occurrence of a
Change in Control, no Participant or Beneficiary(ies) shall be entitled to any
further benefits hereunder, unless determined otherwise by the Board, in its
sole discretion. Notwithstanding the foregoing, however: (a) in the event a
Change in Control occurs during the term of the Plan, this Plan will remain in
effect until all benefits have been paid to all Participants existing at the
time of the Change in Control; and (b) no amendment, modification or termination
of the Plan may be made, and no Participants may be added to the Plan, upon or
following a Change in Control without the express written consent of all of the
Plan’s Participants covered by the Plan at such time.


    
      
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    SECTION
8.  EXECUTION

    


    IN WITNESS WHEREOF, the Corporation has
caused this amended and restated SCANA Corporation Supplementary Key Executive
Severance Benefits 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


    
      
        -18-