shorttermamendment


Exhibit 10.10




























SCANA
CORPORATION




SHORT-TERM
ANNUAL INCENTIVE PLAN




(As
Amended and Restated

Effective
January 1, 2005)






















SCANA
CORPORATION




SHORT-TERM
ANNUAL INCENTIVE PLAN







TABLE
OF CONTENTS




Page

 

SECTION
1. PURPOSE AND EFFECTIVE DATE


	 	
      1.1
	
      Purpose
      of the Plan
	
      





	 	
      1.2
	
      Effective
      Date of the Plan
	
      




 

SECTION
2. DEFINITIONS


	 	
      2.1
	
      Definitions
	
      





	 	
      2.2
	
      Gender
      and Number
	
      




 

SECTION
3. ELIGIBILITY AND PARTICIPATION


	 	
      3.1
	
      Eligibility
	
      





	 	
      3.2
	
      Participation
	
      




 

SECTION
4. INCENTIVE AWARDS


	 	
      4.1
	
      General
	
      





	 	
      4.2
	
      Target
      Incentive Awards
	
      





	 	
      4.3
	
      Performance
      Criteria and Measurement
	
      





	 	
      4.4
	
      Preliminary
      Determination
	
      





	 	
      4.5
	
      Discretionary
      Adjustment
	
      





	 	
      4.6
	
      Final
      Determination
	
      





	 	
      4.7
	
      Last
      Day Worked Rule
	
      





	 	
      4.8
	
      Partial
      Year of Participation
	
      





	 	
      4.9
	
      No
      Guarantee of Award
	
      




 

SECTION
5. FORM AND TIMING OF PAYMENT


	 	
      5.1
	
      Form
      and Timing of Payment
	
      





	 	
      5.2
	
      General
      Rule
	
      





	 	
      5.3
	
      Termination
      of Employment for Reasons Other Than Death, Disability or
      Retirement
	
      




 

SECTION
6. BENEFICIARY DESIGNATION


	 	
      6.1
	
      Designation
      of Beneficiary
	
      





	 	
      6.2
	
      Death
      of Beneficiary
	
      





	 	
      6.3
	
      Ineffective
      Designation
	
      




 

SECTION
7. CHANGE IN CONTROL DISTRIBUTIONS


	 	
      7.1
	
      Change
      in Control Distributions
	
      




 

SECTION
8. GENERAL PROVISIONS


	 	
      8.1
	
      Contractual
      Obligation
	
      





	 	
      8.2
	
      Unsecured
      Interest
	
      





	 	
      8.3
	
      “Rabbi”
      Trust
	
      





	 	
      8.4
	
      Employment/Participation
      Rights
	
      





	 	
      8.5
	
      Nonalienation
      of Benefits
	
      





	 	
      8.6
	
      Severability
	
      





	 	
      8.7
	
      No
      Individual Liability
	
      





	 	
      8.8
	
      Applicable
      Law
	
      




 

SECTION
9. PLAN ADMINISTRATION, AMENDMENT AND TERMINATION


	 	
      9.1
	
      In
      General
	
      





	 	
      9.2
	
      Claims
      Procedure
	
      





	 	
      9.3
	
      Finality
      of Determination
	
      





	 	
      9.4
	
      Delegation
      of Authority
	
      





	 	
      9.5
	
      Expenses
	
      





	 	
      9.6
	
      Tax
      Withholding
	
      





	 	
      9.7
	
      Incompetency
	
      





	 	
      9.8
	
      Notice
      of Address
	
      





	 	
      9.9
	
      Amendment
      and Termination
	
      




 

SECTION
10. EXECUTION

 

APPENDIX
A






















SCANA
CORPORATION




SHORT-TERM
ANNUAL INCENTIVE PLAN




(As
Amended and Restated Effective January 1, 2005)







SECTION
1. PURPOSE AND EFFECTIVE DATE







1.1 Purpose
of the Plan. The
SCANA Corporation Short-Term Annual Incentive Plan (“Plan”) is an annual
incentive compensation plan having as its purpose the rewarding of superior
performance with a variable component of pay. The Plan provides as an element of
compensation an award amount tied to certain annual performance goals. The Plan
is intended to support the achievement of the Corporation’s strategic business
and financial goals in order to increase shareholder value by attracting and
retaining a high caliber of employees who are capable of improving the
Corporation’s business results. In furtherance of this purpose, the Plan is
intended to produce a competitive incentive bonus package that correlates the
compensation of such employees with the performance of the Corporation.





1.2 Effective
Date of the Plan. The
effective date of this Amended and Restated Short-Term Annual Incentive Plan
shall be January 1, 2005.



















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




(b) “Beneficiary” means
any person or entity who, upon a Participant’s death, is entitled to receive the
Participant’s benefits under the Plan in accordance with Section 8
hereof.




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




(d) “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:




(1) 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;




(2) 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;




(3) The
issuance of an Order by the Securities and Exchange Commission (SEC), under
Section 9(a)(2) of the Public Utility Holding Company Act of 1935 (the “1935
Act”), authorizing a third party to acquire five percent (5%) or more of the
Corporation’s voting shares of capital stock;




(4) The
shareholders of the Corporation approve 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






















(5) The
shareholders of the Corporation approve a plan of complete liquidation, or the
sale or disposition of South Carolina Electric & Gas Company (hereinafter
SCE&G), South Carolina Pipeline Corporation, or any subsidiary of SCANA
designated by the Board of Directors of SCANA as a “Material Subsidiary,” but
such event shall represent a Change in Control only with respect to a
Participant who has been exclusively assigned to SCE&G, South Carolina
Pipeline Corporation, or the affected Material Subsidiary.




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




(f) “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 9.4.




(g) “Corporation” means
SCANA Corporation, a South Carolina corporation, or any successor thereto, or
any of its subsidiaries.




(h) “Employee” means a
person who is actively employed by the Corporation and who falls under the usual
common law rules applicable in determining the employer-employee
relationship.




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




(j) “Incentive
Award” means a
payment made pursuant to the Plan at the end of a Performance
Period.




(k) “Officer” means
an Employee who serves as an administrative executive and who is classified on
the employment records of the Corporation as an officer.




(l) “Participant” means
an individual satisfying the eligibility requirements of Section 3.





(m) “Performance
Period” means
each Year. 




(n) “Plan” means
this Amended and Restated Short-Term Annual Incentive Plan.




(o) “Senior
Staff” means
those Officers who are classified on the employment records of the Corporation
as senior staff. 




(p) “Target
Incentive Award” refers
to a specified percentage of annual base salary.




(q) “Year” means a
calendar year. 




2.2 Gender
and Number. Except
when otherwise indicated by the context, any masculine terminology used herein
also shall include the feminine and the feminine shall include the masculine,
and the use of any term herein in the singular may also include the plural and
the plural shall include the singular. 



















SECTION
3. ELIGIBILITY AND PARTICIPATION




3.1 Eligibility.
Eligibility in the Plan is restricted to (a) Employees eligible to participate
in the Plan prior to January 1, 2005; and (b) effective January 1, 2005: (i)
Employees with an annual base salary that is greater than or equal to $90,000;
(ii) Senior Staff of the Corporation; or (iii) Officers of the Corporation.





3.2 Participation.
Participation in the Plan is restricted to (a) those Employees and Officers of
the Corporation who are eligible to participate in the Plan pursuant to Section
3.1 of the Plan (automatic participation), and (b) those Employees who are
determined to be eligible for participation in the Plan, in the discretion of
the Committee based on its review of those eligible for participation.
Participation will be reevaluated and determined at least once during the
Performance Period.



















SECTION
4. INCENTIVE AWARDS




4.1 General. The
objective of the Plan is to link compensation to the achievement of certain
performance goals established by the Corporation. The Target Incentive Award is
payable to the Participant after the end of the Performance Period, provided the
performance goals as described in Section 4.3 have been met. 




4.2 Target
Incentive Award . Upon
selection for participation in the Plan pursuant to Section 3.2, Participants
are granted Target Incentive Awards equal to a percentage of their annual base
salary at the end of the Performance Period. Target Incentive Awards for each
Performance Period are designated for each Participant as an amount equal to a
designated percentage of the Participant’s annual base salary. The Target
Incentive Award for Senior Staff and Officers of the Corporation shall be
determined by the Committee in accordance with the specific salary grade as
reflected in Appendix A hereof. The Target Incentive Award for all other
Participants shall be determined by Senior Staff, in its discretion.





4.3 Performance
Criteria and Measurement. Senior
Staff shall establish the specific performance criteria for each Participant;
provided, however, that the Board shall establish the performance criteria for
the Chief Executive Officer. Performance criteria shall include performance
goals based on Corporation earnings per share, business unit and/or individual
goals. Performance goals for each business unit are reviewed annually by the
Committee following a review of the annual performance for the prior Year.
Except with respect to the Chief Executive Officer of the Corporation, the
Participant’s direct supervisor determines whether individual performance goals
have been met. The Board determines whether the individual performance goals for
the Chief Executive Officer have been met. 




4.4 Preliminary
Determination. Subject
to Sections 4.5 and 4.6, the performance achieved during each Performance Period
will preliminarily indicate a determination of the actual amount payable under
this Plan as a percentage of the Target Incentive Award otherwise determined
under Section 4.2 in accordance with following:




	 	
      Goal
      Weighting

	
      Participant
      Category
	
      If
      Earnings Per Share Goal is met,
	
      If
      Business Unit and/or Individual Goals are met,


	
      Senior
      Staff
	
      50%
      of Target Incentive Award is Payable
	
      50%
      of Target Incentive Award is Payable

	
      Officers
	
      50%
      of Target Incentive Award is Payable
	
      50%
      of Target Incentive Award is Payable

	
      Other
      Participants 
	
      50%
      of Target Incentive Award is Payable
	
      50%
      of Target Incentive Award is Payable







Only if
both Earnings Per Share Goals and Business Unit and/or Individual Goals are met
will 100% of the Target Incentive Award be payable.






















4.5 Discretionary
Adjustment. After
calculation of the amount determined under Section 4.4, the Committee (or the
Board in the case of the Chief Executive Officer), in its sole discretion may
increase or decrease any award otherwise payable hereunder to any or all
Participants by an amount up to 20% of the otherwise payable Incentive Award.
Notwithstanding the foregoing, the Committee may redefine for any Performance
Period the above category levels of performance as well as the respective payout
percentages of Target Incentive Awards. 




4.6 Final
Determination. The
Committee will review the award amounts determined based on the performance
achieved and, in its sole discretion, adjust the final payout amounts, not to
exceed plus or minus 50% of Target Incentive Award, for all Participants in
accordance with the purposes of this Plan to reflect individual performance
and/or extraordinary circumstances. 




In making
adjustments, the Committee may consider factors such as, but not limited to, the
following:




(a) Significant
acquisitions (or divestitures) within the Corporation’s affiliated
group;




(b) Significant
acquisitions or divestitures among peer group companies; and




(c) Other
unusual items of material consequence.







4.7 Last
Day Worked Rule. In
order to receive a payment of a Target Incentive Award hereunder, the
Participant must be employed on the last working day of the Performance Period,
unless the Participant has terminated employment during the Year on account of
death, disability or attainment of normal or early retirement age (as determined
under the SCANA Corporation Retirement Plan). Notwithstanding the foregoing, if
the Participant has terminated employment during the Year on account of death,
disability or attainment of normal or early retirement age (as determined under
the SCANA Corporation Retirement Plan), the Participant (or Beneficiary, in the
event of the Participant’s death), shall be entitled to the full amount of the
Target Incentive Award otherwise determined, without any adjustment.





4.8 Partial
Year of Participation. If an
Employee’s employment commences during a Performance Period, a prorated
Incentive Award shall be paid based on the portion of the Performance Period
during which the individual was employed by the Corporation. The amount to be
paid shall be determined by pro rating the amount of the Incentive Award that
would otherwise have been payable to such individual on account of a full Year’s
participation by the number of calendar days in the Year that the individual was
employed by the Corporation. 




4.9 No
Guarantee of Award.
Notwithstanding anything in this Plan to the contrary, no Participant shall be
guaranteed any award under this Plan if the Committee determines that no amount
shall be payable hereunder. In addition, the fact that a Participant is paid an
award in any given Year shall not entitle any Participant to have an amount paid
in any future Year.



















SECTION
5. FORM AND TIMING OF PAYMENT




5.1 Form
and Timing of Payment. Except
as provided in Section 9, and unless otherwise deferred in accordance with the
terms of the Corporation’s Executive Deferred Compensation Plan, Target
Incentive Awards, if any, shall be paid in cash as soon as possible after the
end of each Performance Period, but no later than the next March 15th.





5.2 Termination
of Employment Due to Death, Disability or Retirement. If a
Participant terminates employment during a Year due to death, total and
permanent disability or early or normal retirement (as defined in the SCANA
Corporation Retirement Plan), the Participant’s Target Incentive Award shall be
paid as soon as possible after the end of the plan Year. 




5.3 Termination
of Employment for Reasons Other Than Death, Disability or
Retirement. If a
Participant’s employment is terminated for reasons other than death, disability
or normal or early retirement before the end of a Performance Period in which an
Employee was a Participant, the individual’s performance awards shall be
canceled and his tentative rights thereto forfeited unless the Committee in the
exercise of its discretion determines that a performance payout should be made
to the Participant under the circumstances of the termination. In this latter
event, the payout shall be in whatever amount the Committee determines, not to
exceed, however, the amount that would be calculated if Section 5.2 was
applicable as to the Performance Period in which the Employee was a Participant.
Subject to Section 9, any such payout will be made in accordance with the
provisions of Section 5.2. 



















SECTION
6. BENEFICIARY DESIGNATION




6.1 Designation
of Beneficiary.




(a) 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 the Corporation and delivered to her office, and shall be
processed as indicated in subsection (b) below by the Secretary or by her
authorized designee.




(b) The
Secretary of the Corporation (or her authorized designee) shall, upon receipt of
the Beneficiary designation:




(i) ascertain
that the designation has been signed, and if it has not been, return it to the
Participant for his signature;




(ii) if
signed, stamp the designation “Received,” indicate the date of receipt, and
initial the designation in the proximity of the stamp.




6.2 Death
of Beneficiary.




(a) In the
event that all of the Beneficiaries named pursuant to Section 6.1 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 made in accordance with Section 6.1, 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.




6.3 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.



















SECTION
7. CHANGE IN CONTROL DISTRIBUTIONS




 

7.1 Change
in Control Distributions.




(a) Accelerated
Distributions Upon Change in Control.
Notwithstanding anything in this Plan to the contrary, upon the occurrence of a
Change in Control, as to which the Key Employee Severance Benefits Plan
(“KESBP”) was not
terminated
prior to such Change in Control, all amounts (or remaining amounts) owed under
this Plan as of the date of such Change in Control (referred to as each
Participant’s “AlP Benefit”) shall become immediately due and payable. The AlP
Benefit shall be an amount equal to the 100% of the Targeted Incentive Award
level in effect for the Year of the Change in Control. Each Participant’s AlP
Benefit determined under this subsection shall be paid to each Participant (and
his or her Beneficiary) in the form of a single lump sum payment of the Present
Value of all such amounts owed, together with an amount (the “Gross-Up Payment”)
such that the net amount retained by each Participant after deduction of any
excise tax imposed by Section 4999 of the Code (or any similar tax that may
hereafter be imposed) on such benefits (the “Excise Tax”) and any Federal,
state, and local income tax and Excise Tax upon the AlP Benefit and the Gross-Up
Payment provided for by this subsection shall be equal to the value of the
Participant’s AlP Benefit. Such payment shall be made by the Corporation (or to
the extent assets are transferred to a “rabbi trust” for such purpose, by the
trustee of such trust in accordance with the trust’s terms) to the Participant
(or his or her Beneficiary) as soon as practicable following the Change in
Control, but in no event later than thirty (30) days from such date. In the
event that there is a Change in Control relative to which the KESBP was
terminated prior to such Change in Control, the provisions of this Section shall
not apply and Participants shall have benefits determined and payable under the
other provisions of this Plan only if and to the extent that the Company’s
successor following the Change of Control adopts the Plan.




(b) Tax
Computation. For
purposes of determining the amount of the Gross-Up Payment referred to in the
preceding subsection, whether any of a Participant’s AlP Benefit will be subject
to the Excise Tax, and the amounts of such Excise Tax: (i) there shall be taken
into account all other payments or benefits received or to be received by a
Participant in connection with a Change in Control of the Corporation (whether
pursuant to the terms of this Plan or any other plan, arrangement, or agreement
with the Corporation, any person whose actions result in a Change in Control of
the Corporation or any person affiliated with the Corporation or such person);
and (ii) the amount of any Gross-Up Payment payable with respect to any
Participant (or his or her Beneficiary) by reason of such payment shall be
determined in accordance with a customary “gross-up formula,” as determined by
the Committee (or its designee) in its sole discretion.




(c) No
Subsequent Recalculation of Tax Liability. The
Gross-Up Payments described in the foregoing provisions are intended and hereby
deemed to be a reasonably accurate calculation of each Participant’s actual
income tax and Excise Tax liability under the circumstances (or such tax
liability of his or her Beneficiary), the payment of which is to be made by the
Corporation or any “rabbi trust” established by the Corporation for such
purposes. All such calculations of tax liability shall not be subject to
subsequent recalculation or adjustment in either an underpayment or overpayment
context with respect to the actual tax liability of the Participant (or his or
her Beneficiary) ultimately determined as owed.

















SECTION
8. GENERAL PROVISIONS

 

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




8.2 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.




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




8.4 Employment/Participation
Rights.




(a) Nothing
in the Plan shall interfere with or limit in any way the right of the Company to
terminate any Participant’s employment at any time, nor confer upon any
Participant any right to continue in the employ of the Company.




(b) Nothing
in the Plan shall be construed to be evidence of any agreement or understanding,
express or implied, that the Company will continue to employ a Participant in
any particular position or at any particular rate of remuneration.




(c) No
employee shall have a right to be selected as a Participant, or, having been so
selected, to be selected again as a Participant.




(d) Nothing
in this Plan shall affect the right of a recipient to participate in and receive
benefits under and in accordance with any pension, profit-sharing, deferred
compensation or other benefit plan or program of the Company.




8.5 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 sole discretion of
the Committee, cease, and the Committee shall direct in such event that the
Corporation hold or apply the same or any part thereof for the benefit of the
Participant or Beneficiary in such manner and in such proportion as the
Committee may deem proper.




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




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




8.8 Applicable
Law. This
Plan shall be governed by and construed in accordance with the laws of the State
of South Carolina except to the extent governed by applicable federal
law.



















SECTION
9. PLAN ADMINISTRATION, AMENDMENT AND TERMINATION

 

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




9.2 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. 




9.3 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.




9.4 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. 




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




9.6 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.




9.7 Incompetency. Any
person receiving or claiming benefits under the Plan shall be conclusively
presumed to be mentally competent and of age until the Committee receives
written notice, in a form and manner acceptable to it, that such person is
incompetent or a minor, and that a guardian, conservator, statutory committee
under the South Carolina Code of Laws, or other person legally vested with the
care of his estate has been appointed. In the event that the Committee finds
that any person to whom a benefit is payable under the Plan is unable to
properly care for his affairs, or is a minor, then any payment due (unless a
prior claim therefor shall have been made by a 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 9.7 shall be a complete discharge of liability
therefor under the Plan.




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




9.9 Amendment
and Termination. The
Corporation expects the Plan to be permanent but, because future conditions
affecting the Corporation cannot be anticipated or foreseen, the Corporation
reserves the right to amend, modify, or terminate the Plan at any time by action
of its Board, subject to Section 8.5. 






















SECTION
10. EXECUTION

 

IN
WITNESS WHEREOF, the Corporation has caused this SCANA Corporation Annual
Incentive Plan to be executed by its duly authorized officer this 1st day of
January, 2005, to be effective as of the dates specified herein.




SCANA
CORPORATION




By: 
/s/Wiliam B. Timmerman

Title:
Chief Executive OFficer

ATTEST:




/s/Lynn
M. Williams

Secretary






















APPENDIX
A




SENIOR
STAFF AND OFFICER

TARGET
INCENTIVE AWARDS








	
      Salary
      Grade
	
      Target
      Incentive Award

	
      E-15
	
      85%

	
      E-14
	
      70%

	
      E-13
	
      65%

	
      E-12
	
      65%

	
      E-11
	
      65%

	
      E-10
	
      50%

	
      E-9
	
      50%

	
      E-8
	
      45%

	
      E-7
	
      45%

	
      E-6
	
      40%

	
      E-5
	
      35%

	
      E-4
	
      35%

	
      E-3
	
      30%

	
      E-2
	
      25%

	
      E-1
	
      20%