exhibit10-06.htm


    Exhibit
10.06

    


    


    


    


    


    


    SCANA
CORPORATION

    


    SUPPLEMENTARY EXECUTIVE
BENEFIT PLAN

    


    


    


    (including
amendments through December 31, 2009)

    


    


    



    
      
         


      

      
         


        
        

      

      
         


      

    


    SCANA
CORPORATION

    


    SUPPLEMENTARY EXECUTIVE
BENEFIT 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
      AND PARTICIPATION

            	
              7

            
	 
      	 
      	 
      
	
              SECTION
      4.

            	
              BENEFITS

            	
              8

            
	
              4.1

            	
              RIGHT
      TO SEBP BENEFITS

            	
              8

            
	
              4.2

            	
              QUALIFYING
      TERMINATION

            	
              8

            
	
              4.3

            	
              DESCRIPTION
      OF SEBP BENEFITS

            	
              8

            
	
              4.4

            	
              TERMINATION
      FOR TOTAL AND PERMANENT DISABILITY

            	
              9

            
	
              4.5

            	
              TERMINATION
      FOR RETIREMENT OR DEATH

            	
              9

            
	
              4.6

            	
              TERMINATION
      FOR CAUSE OR BY PARTICIPANT OTHER THAN FOR GOOD REASON

            	
              9

            
	
              4.7

            	
              NOTICE
      OF TERMINATION

            	
              9

            
	
              4.8

            	
              PARTICIPANT’S
      OBLIGATIONS

            	
              9

            
	
              4.9

            	
              TERMINATION
      FOR JUST CAUSE

            	
              9

            
	
              4.10

            	
              FORM
      AND TIMING OF SEBP BENEFITS

            	
              10

            
	
              4.11

            	
              BENEFITS
      UNDER OTHER PLANS

            	
              10

            
	 
      	 
      	 
      
	
              SECTION
      5.

            	
              BENEFICIARY
      DESIGNATIONS

            	
              11

            
	
              5.1

            	
              DESIGNATION
      OF BENEFICIARY

            	
              11

            
	
              5.2

            	
              DEATH
      OF BENEFICIARY

            	
              11

            
	
              5.3

            	
              INEFFECIVE
      DESIGNATION

            	
              11

            
	 
      	 
      	 
      
	
              SECTION
      6.

            	
              GENERAL
      PROVISIONS

            	
              12

            
	
              6.1

            	
              CONTRACTUAL
      OBLIGATION

            	
              12

            
	
              6.2

            	
              UNSECURED
      INTEREST

            	
              12

            
	
              6.3

            	
              “RABBI”
      TRUST

            	
              12

            
	
              6.4

            	
              SUCCESSORS

            	
              12

            
	
              6.5

            	
              EMPLOYMENT/PARTICIPATION
      RIGHTS

            	
              13

            
	
              6.6

            	
              NONALIENATION
      OF BENEFITS

            	
              13

            
	
              6.7

            	
              SEVERABILITY

            	
              13

            
	
              6.8

            	
              NO
      INDIVIDUAL LIABILITY

            	 
      
	
              6.9

            	
              APPLICABLE
      LAW

            	
              13

            
	
              6.10

            	
              LEGAL
      FEES AND EXPENSES

            	
              13

            


    

    



    
      
        
          


          -i-

        

         


      

      
         


        
        

      

      
         


      

    


    


    
      	 
      	
              6.11

            	
              ARBITRATION

            	
              14

            
	 
      	 
      	 
      	 
      
	 
      	
              SECTION
      7.

            	
              PLAN
      ADMINISTRATION, AMENDMENT AND TERMINATIOAN

            	
              15

            
	 
      	
              7.1

            	
              IN
      GENERAL

            	
              15

            
	 
      	
              7.2

            	
              CLAIMS
      PROCEDURE

            	
              15

            
	 
      	
              7.3

            	
              FINALITY
      OF DETERMINATION

            	
              15

            
	
              7.4

            	
              DELEGATION
      OF AUTHORITY

            	
               
      15

            	 
      
	
              7.5

            	
              EXPENSES

            	
               
      15

            	 
      
	
              7.6

            	
              TAX
      WITHHOLDING

            	
               
      15

            	 
      
	
              7.7

            	
              INCOMPETENCY

            	
               
      15

            	 
      
	
              7.8

            	
              NOTICE
      OF ADDRESS

            	
               16

            	 
      
	
              7.9

            	
              AMENDMENT
      AND TERMINATION

            	
               16

            	 
      
	 
      	 
      	 
      	 
      
	
              SECTION
      8.

            	
              EXECUTION

            	
               17

            	 
      


    


    
      
        
          


           

          


          -ii-

        

         


      

      
         


        
        

      

      
         


      

    


    SCANA
CORPORATION

    


    SUPPLEMENTARY EXECUTIVE
BENEFIT PLAN

    


    


    SECTION
1.  ESTABLISHMENT AND PURPOSE

    


    1.1           Establishment and History of
the Plan.  SCANA Corporation established a plan for certain
executives to be known as the “SCANA Corporation Supplementary Executive Benefit
Plan” (the “Plan”), effective as of July 1, 2001.  The Plan was
amended and restated, effective as of January 1, 2009, to comply with the
requirements of Code Section 409A.  The Plan is hereby amended and
restated as provided herein, effective as of December 31, 2009, to remove
references to the SCANA Corporation Executive Benefit 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.

    



    
      
         


      

      
         


        
        

      

      
         


      

    


    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 SEBP Benefits hereunder.

    


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

    


    (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.

    

      
        
          -3- 


        

        
           


          
          

        

        
           


        

      



    (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.

    


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

    

      
        
          -5- 


        

        
           


          
          

        

        
           


        

      



    (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)           “SEBP 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 SEBP
Benefits.  A Participant shall be entitled to receive from the
Corporation SEBP 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 SEBP 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 SEBP 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 SEBP 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 SEBP
Benefits.  If a Participant becomes entitled to receive SEBP
Benefits, the Corporation shall pay to, and provide, such Participant with the
following benefits:

    


    (a)           An
amount intended to approximate two (2) 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; and

    


    (b)           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 two (2) full years after the effective date of the Change in
Control.

    

      
        
          -8- 


        

        
           


          
          

        

        
           


        

      



    


    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
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 SEBP Benefits shall be payable to the
Participant under this Plan.

    

      
        
          -9- 


        

        
           


          
          

        

        
           


        

      



    4.10           Form and Timing of SEBP
Benefits.  A Participant’s SEBP Benefits 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.


    
      
        -10- 


      

      
         


        
        

      

      
         


      

    


    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 SEBP Benefits when
due.  Payment of SEBP 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.

    


    (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.

    

      
        
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    (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.

    


    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 

    


      
        
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    the SEBP
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 legally vested with the
care of his estate has been appointed.  In the event that the
Committee finds 

    


      
        
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    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 Executive
Benefit 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

    



    
      
        -17-