Key Executive Severance Benefits Plan


    

      Exhibit
        10.05

      


      


      


      


      


      


      


      


      


      


      


                           SCANA
        CORPORATION

      


      KEY
        EXECUTIVE SEVERANCE BENEFITS PLAN

      


      


      


      


      


      


                           
        as amended and restated

                                  
        effective as of

                                    
        July 1, 2001

      


      


      


      


      


      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      

      


      


      


      


      



      SCANA
        CORPORATION

      


      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

                	
                  4

                
	
                   

                	
                   

                	
                   

                	
                   

                
	
                  SECTION
                    3. ELIGIBLILTY AND PARTICIPATION

                	
                  5

                
	
                   

                	
                   

                	
                   

                	
                   

                
	
                  3.1

                	
                   

                	
                  ELIGIBILITY

                	
                  5

                
	
                  3.2

                	
                   

                	
                  TERMINATION
                    OF PARTICIPATION

                	
                  5

                
	
                   

                	
                   

                	
                   

                	
                   

                
	
                  SECTION
                    4. BENEFITS

                	
                  6

                
	
                   

                	
                   

                	
                   

                	
                   

                
	
                  4.1

                	
                   

                	
                  RIGHT
                    TO KESBP BENEFITS

                	
                  6

                
	
                  4.2

                	
                   

                	
                  DESCRIPTION
                    OF KESBP BENEFITS

                	
                  6

                
	
                  4.3

                	
                   

                	
                  GROSS-UP
                    PAYMENTS

                	
                  7

                
	
                  4.4

                	
                   

                	
                  TAX
                    COMPUTATION

                	
                  7

                
	
                  4.5

                	
                   

                	
                  FORM
                    AND TIMING OF KESBP BENEFITS

                	
                  7

                
	
                  4.6

                	
                   

                	
                  NO
                    SUBSEQUENT RECALCULATION OF PLAN LIABILITY

                	
                  7

                
	
                  4.7

                	
                   

                	
                  BENEFITS
                    UNDER OTHER PLANS

                	
                  7

                
	
                   

                	
                   

                	
                   

                	
                   

                
	
                  SECTION
                    5. BENEFICIAL DESIGNATION

                	
                  8

                
	
                   

                	
                   

                	
                   

                	
                   

                
	
                  5.1

                	
                   

                	
                  DESIGNATION
                    OF BENEFICIARY

                	
                  8

                
	
                  5.2

                	
                   

                	
                  DEATH
                    OF BENEFICIARY

                	
                  8

                
	
                  5.3

                	
                   

                	
                  INEFFECTIVE
                    DESIGNATION

                	
                  8

                
	
                   

                	
                   

                	
                   

                	
                   

                
	
                  SECTION
                    6. GENERAL PROVISIONS

                	
                  10

                
	
                   

                	
                   

                	
                   

                	
                   

                
	
                  6.1

                	
                   

                	
                  CONTRACTUAL
                    OBLIGATION

                	
                  10

                
	
                  6.2

                	
                   

                	
                  UNSECURED
                    INTEREST

                	
                  10

                
	
                  6.3

                	
                   

                	
                  “RABBI”
                    TRUST

                	
                  10

                
	
                  6.4

                	
                   

                	
                  EMPLOYMENT/PARTICIPATION
                    RIGHTS

                	
                  10

                
	
                  6.5

                	
                   

                	
                  NONALIENATION
                    OF BENEFITS

                	
                  11

                
	
                  6.6

                	
                   

                	
                  SEVERABILITY

                	
                  11

                
	
                  6.7

                	
                   

                	
                  NO
                    INDIVIDUAL LIABILITY

                	
                  11

                
	
                  6.8

                	
                   

                	
                  APPLICABLE
                    LAW

                	
                  11

                
	
                   

                	
                   

                	
                   

                	
                   

                
	
                  SECTION
                    7. PLAN ADMINISTRATION, AMENDMENT AND TERMINATION

                	
                  12

                
	
                   

                	
                   

                	
                   

                	
                   

                
	
                  7.1

                	
                   

                	
                  IN
                    GENERAL

                	
                  12

                
	
                  7.2

                	
                   

                	
                  CLAIMS
                    PROCEDURE

                	
                  12

                
	
                  7.3

                	
                   

                	
                  FINALITY
                    OF DETERMINATION

                	
                  12

                
	
                  7.4

                	
                   

                	
                  DELEGATION
                    OF AUTHORITY

                	
                  12

                
	
                  7.5

                	
                   

                	
                  EXPENSES

                	
                  12

                
	
                  7.6

                	
                   

                	
                  TAX
                    WITHHOLDING

                	
                  12

                
	
                  7.7

                	
                   

                	
                  INCOMPETENCY

                	
                  12

                
	
                  7.8

                	
                   

                	
                  NOTICE
                    OF ADDRESS

                	
                  13

                
	
                  7.9

                	
                   

                	
                  AMENDMENT
                    AND TERMINATION

                	
                  13

                
	
                   

                	
                   

                	
                   

                	
                   

                
	
                  SECTION
                    8. EXECUTION

                	
                  14

                


        

      

      
        
          
             

             

             

          

        

        
          
          

          
          

        

        
          
          

        

      

      



      SCANA
        CORPORATION

      


      KEY
        EXECUTIVE SEVERANCE BENEFITS PLAN

      


      (As
        Amended and Restated)

      


      


      SECTION
        1. ESTABLISHMENT AND PURPOSE

      


      1.1     Establishment
        and History of the Plan.
        SCANA
        Corporation established, effective February 28, 1990, a plan for certain
        senior
        executives known as the “SCANA Corporation Key Executive Severance Benefits
        Plan” (the “Plan”). The Plan has been amended from time to time after its
        initial adoption for various design and administrative changes. The Plan
        was
        amended and restated effective as of October 21, 1997 to include various
        administrative provisions and to clarify certain provisions regarding a Change
        in Control. Effective as of July 1, 2001, the Plan is being amended and restated
        as set forth herein to reflect various changes in the manner in which the
        benefits under the Plan are calculated and other administrative changes.
        

      


      1.2     Description
        of the Plan.
        This
        Plan is intended to constitute an unfunded plan that is established primarily
        for the purpose of providing certain benefits for a select group of management
        or highly compensated employees in the event of a Change in Control.


      


      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 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 Code 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;

      


          (iii) 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, as amended
        (the “1935 Act”), authorizing a third party to acquire five percent (5%) or more
        of the Corporation’s voting shares of capital stock;

      


          (iv) 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

      


          (v) 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 the
        Corporation designated by the Board 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.

      


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

      


          (h) “Committee”
means
        the Management Development and Corporate Performance 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) “Eligible
        Employee”
means
        an Employee who is employed by the Company in a high-level management or
        administrative position, including employees who also serve as officers of
        the
        Company.

      


          (l) “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.

      


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

      


          (n) “KESBP
        Benefit”
means
        the benefits as provided in Section 4 herein.

      


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

      


      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.
        An
        Eligible Employee shall become a Participant in the Plan when selected for
        such
        participation by the Corporation’s Chief Executive Officer, in a writing signed
        by him. Once a Participant is selected for participation, the Participant
        shall
        remain covered under the Plan, subject to the termination of participation
        provisions under Section 3.2. 

      


      3.2     Termination
        of
        Participation.
        Once a
        Participant is selected for participation in the Plan under Section 3.1,
        the
        Participant 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; (ii) the date upon which the Participant’s employment terminates
        for any reason; or (iii) the date of termination of the Plan.

      



      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      

      SECTION
        4. BENEFITS

      


      4.1     Right
        to KESBP Benefits.
        A
        Participant shall be entitled to receive from the Corporation KESBP Benefits
        as
        described in Sections 4.2 and 4.3 upon the occurrence of a Change in Control.
        The amount of all KESBP Benefits described in Sections 4.2 and 4.3 shall
        be
        calculated by the Committee in its sole discretion.

      


      4.2     Description
        of KESBP Benefits.
        Upon a
        Change in Control, the Corporation shall pay to, and provide, each Participant
        with the following:

      


          (a) An
        amount
        intended to approximate three (3) 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 present value of the Participant’s accrued 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
        amount under (ii):

      


          (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.

      


          (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.

      


      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.

      


          (c) 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. 

      


      4.3     Gross-Up
        Payments.
        In
        addition to the benefits described in Section 4.2 payable to each Participant
        or
        his Beneficiary (referred to as each Participant’s “KESBP Benefit”), upon a
        Change in Control, the Corporation shall pay to the Participant 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 the KESBP Benefit, the Participant’s
        benefit under the Performance Share Award portion of the SCANA Corporation
        Long-Term Equity Compensation Plan (or any predecessor plan thereto) payable
        in
        connection with the Change in Control (the “Performance Share Benefit”), and the
        Gross-Up Payment (the “Excise Tax”) and any federal, state, and local income tax
        and Excise Tax upon the Participant’s KESBP Benefit, the Performance Share
        Benefit, and the Gross-Up Payment provided for by this Section 4.3 shall
        be
        equal to the sum of (i) the value of the KESBP Benefit otherwise payable
        hereunder and (ii) the value of the Performance Share Benefits paid to the
        Participant under the Long-Term Equity Compensation Plan (or any predecessor
        plan thereto) on account of the change in control provisions of that plan
        (or
        its predecessor).

      


      4.4     Tax
        Computation.
        For
        purposes of determining the amount of the Gross-Up Payment referred to in
        Section 4.3, whether any of a Participant’s KESBP Benefit or Performance Share
        Benefit (as defined in Section 4.3) 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
        Beneficiary) by reason of such payment shall be determined in accordance
        with a
        customary “gross-up formula,” as determined by the Committee in its sole
        discretion. 

      


      4.5     Form
        and Timing of KESBP Benefits.
        All
        payments under this Plan shall be made by the Corporation (or to the extent
        assets are transferred to the SCANA Corporation Executive Benefit Plan Trust
        by
        the trustee of such trust in accordance with the trust’s terms) to the
        Participant (or his Beneficiary) in the form of a single lump sum cash payment
        as soon as practicable following the Change in Control, but in no event later
        than the date specified by the terms of the SCANA Corporation Executive Benefit
        Plan Trust.

      


      4.6     No
        Subsequent Recalculation of Plan Liability.
        The
        Gross-Up Payments described in Sections 4.3 and 4.4 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 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
        Beneficiary) ultimately determined as owed. 

      


      4.7     Benefits
        Under Other Plans.
        Subject
        to the terms of a Participant’s Agreement, 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.


      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      

      SECTION
        5. BENEFICIARY DESIGNATION

      


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

      


          (b) The
        Secretary of SCANA Corporation (or his authorized designee) shall, upon receipt
        of a Participant’s Beneficiary designation:

      


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

      


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

      


      5.2     Death
        of Beneficiary.

      


          (a) In
        the
        event that all of 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.

      



      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      

      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 KESBP Benefits when due. Payment of KESBP 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”) 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     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.

      


      6.5     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 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.

      


      6.6     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.

      


      6.7     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.

      


      6.8     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
        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
        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.

       

      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      


      SECTION
        8. EXECUTION

      


      IN
        WITNESS WHEREOF, the Corporation has caused this amended and restated SCANA
        Corporation Key Executive Severance Benefits Plan to be executed by its duly
        authorized officer this 2nd
        day of
August,
        2001,
        to be effective as of July 1, 2001.

      


      SCANA
        CORPORATION

      


      


      By: 
        /s/W.
        B.Timmerman         

      


      Title:
        Chairman,
        President and Chief
        Executive Officer 

      


      ATTEST:

      


      


      /s/Lynn
        M. Williams

      Secretary