Supplementary Executive Retirement Plan


    Exhibit
      10.04

    


    


    


    


    


    


    


    


    SCANA
      CORPORATION

    


    SUPPLEMENTAL
      EXECUTIVE RETIREMENT PLAN

    


    


    


    as
      amended and restated

    effective
      as of

    July
      1, 2000

    


    


    


    


    


    


    


    


    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

    


    


    


    



    SCANA
      CORPORATION

    


    SUPPLEMENTAL
      EXECUTIVE RETIREMENT PLAN

    


    


    TABLE
      OF CONTENTS

    


    

      
        	 	 
	 	
                PAGE

              
	 	 
	
                SECTION
                  1. ESTABLISHMENT OF THE PLAN

              	
                1

              
	 	 	 	 
	
                1.1

              	 	
                Establishment
                  and History of the Plan

              	
                1

              
	
                1.2

              	 	
                Description
                  of the Plan

              	
                1

              
	
                1.3

              	 	
                Purpose
                  of the Plan

              	
                1

              
	
                1.4

              	 	
                Effective
                  Date

              	
                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

              
	
                3.3

              	 	
                Reemployment
                  of Former Participant

              	
                5

              
	 	 	 	 
	
                SECTION
                  4. BENEFITS

              	
                6

              
	 	 	 	 
	
                4.1

              	 	
                Eligibility
                  for Benefits

              	
                6

              
	
                4.2

              	 	
                Amount
                  of supplemental Benefit

              	
                6

              
	
                4.3

              	 	
                Timing
                  and Form of Payment

              	
                6

              
	
                4.4

              	 	
                Death
                  of Participant

              	
                7

              
	
                4.5

              	 	
                Designation
                  of Beneficiary

              	
                7

              
	
                4.6

              	 	
                Documentation

              	
                8

              
	 	 	 	 
	
                SECTION
                  5. FINANCING

              	
                9

              
	 	 	 	 
	
                5.1

              	 	
                Financing
                  of Benefits

              	
                9

              
	
                5.2

              	 	
                Contractual
                  Obligation

              	
                9

              
	
                5.3

              	 	
                Unsecured
                  Interest

              	
                9

              
	
                5.4

              	 	
                “Rabbi”
                  Trust

              	
                9

              
	 	 	 	 
	
                SECTION
                  6. GENERAL PROVISIONS

              	
                10

              
	 	 	 	 
	
                6.1

              	 	
                Employment/Participation
                  Rights

              	
                10

              
	
                6.2

              	 	
                Nonalienation
                  of Benefits

              	
                10

              
	
                6.3

              	 	
                Severability

              	
                10

              
	
                6.4

              	 	
                No
                  Individual Liability

              	
                10

              
	
                6.5

              	 	
                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. CHANGE IN CONTROL PROVISIONS

              	
                14

              
	 	 	 	 
	
                8.1

              	 	
                Accelerated
                  Distributions Upon Change in Control

              	
                14

              
	
                8.2

              	 	
                Tax
                  Computation

              	
                14

              
	
                8.3

              	 	
                No
                  Subsequent Recalculation of Tax Liability

              	
                14

              
	
                8.4

              	 	
                Successors

              	
                15

              
	
                8.5

              	 	
                Amendment
                  and Termination After Change in Control

              	
                15

              
	 	 	 	 
	
                SECTION
                  9. EXECUTION

              	
                16

              


      

    

     

     

     

    
 

    


    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


    SCANA
      CORPORATION

    


    SUPPLEMENTAL
      EXECUTIVE RETIREMENT PLAN

    


    (As
      Amended and Restated)

    


    


    SECTION
      1. ESTABLISHMENT OF THE PLAN

    


    1.1     Establishment
      and History of the Plan.
      SCANA
      Corporation established, effective as of January 1, 1994, a supplemental
      retirement plan for executives known as the “SCANA Corporation Supplemental
      Executive Retirement Plan” (the “Supplemental Plan”). The Supplemental Plan has
      been amended from time to time after its initial adoption for various design
      and
      administrative changes. The Supplemental Plan was amended and restated effective
      as of December 18, 1996 to include provisions applicable upon a Change in
      Control. The Supplemental Plan was further amended and restated effective as
      of
      October 21, 1997 to include various administrative provisions and to clarify
      certain provisions regarding a Change in Control. Effective as of July 1, 2000,
      the Supplemental Plan is being amended and restated as set forth herein to
      reflect the conversion of the Qualified Plan to a cash balance-type of
      retirement plan. 

    


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

    


    1.3     Purpose
      of
      the Plan.
      The
      purpose of this Supplemental Plan is to provide supplemental retirement income
      to certain employees of the Company whose benefits under the Qualified Plan
      are
      limited in accordance with the limitations imposed by (i) Code Section 415
      on
      the amount of annual retirement benefits payable to employees from qualified
      pension plans, (ii) Code Section 401(a)(17) on the amount of annual compensation
      that may be taken into account for all qualified plan purposes, or (iii) certain
      other design limitations on determining compensation under the Qualified
      Plan.

    


    1.4     Effective
      Date.
      This
      amended and restated Supplemental Plan is effective as of July 1, 2000. The
      rights and benefits, if any, of a Participant who terminated or retired before
      July 1, 2000 shall be determined in accordance with the provisions of the
      Supplemental Plan in effect on the date his employment with the Company
      terminated.

    



    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


    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. Capitalized terms not defined herein shall have the
      respective meanings set forth in the Qualified Plan.

    


        (a) “Actuarial
      Equivalent”
shall
      mean equality in value of the benefit provided under the Supplemental Plan
      based
      on actuarial assumptions, methods, factors and tables that would apply under
      the
      Qualified Plan under similar circumstances. 

    


        (b) “Agreement”
means
      a
      contract between an Eligible Employee and the Company permitting the Eligible
      Employee to participate in the Supplemental 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 Supplemental
      Plan.

    


        (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 before the payment or
      commencement of payment of the Participant’s benefit under the Supplemental
      Plan, is entitled to receive the Participant’s benefit, in accordance with
      Sections 4.3 and 4.4 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 SCANA
      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) “Code
      Limitations”
means
      the limitations imposed by Code Section 415 on the amount of annual retirement
      benefits payable to employees from qualified pension plans and Code Section
      401(a)(17) on the amount of annual compensation that may be taken into account
      for all qualified plan purposes.

    


        (i) “Committee”
means
      the Management Development and Corporate Performance Committee of the Board.
      Any
      references in this Supplemental Plan to the “Committee” shall be deemed to
      include references to the designee appointed by the Committee under Section
      7.4.

    


        (j) “Company”
means
      the Corporation and any subsidiaries of the Corporation and their successor(s)
      or assign(s) that adopt this Supplemental 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.

    


        (k) “Compensation”
means
      “Compensation” as determined under the Qualified Plan, without regard to the
      limitation under Section 401(a)(17) of the Code and including any amounts of
      Compensation otherwise deferred under any non-qualified deferred compensation
      plan of the Corporation (excluding the Supplemental Plan).

    


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

    


        (m) “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 and/or
      directors of the Company.

    


        (n) “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.

    


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

    


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

    


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

    


        (r) “Qualified
      Plan”
means
      the SCANA Corporation Retirement Plan, as in effect on July 1, 2000, and as
      may be further amended and in effect from time to time.

    


    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 this Supplemental Plan on the
      first day on which:

    


        (a) his
      Accrued Benefit as calculated under the Qualified Plan is limited in accordance
      with either of the Code Limitations or due to his participation in a
      non-qualified deferred compensation plan of the Corporation (other than this
      Supplemental Plan); and

    


        (b) he
      enters
      into an Agreement with the Company regarding his participation in the
      Supplemental Plan.

    


    3.2     Termination
      of Participation.
      Once an
      Eligible Employee becomes a Participant under Section 3.1, the Participant
      shall
      remain covered hereunder until the date upon which the Participant’s employment
      terminates for any reason, provided, however, the Participant shall remain
      covered under the Supplemental Plan after termination of employment so long
      as
      any benefits are payable with respect to the Participant from this Supplemental
      Plan. Unless the terms of the Participant’s Agreement provide to the contrary,
      if the Participant is not eligible for benefits in accordance with the
      provisions of Section 4.1 at the time his employment terminates, the Participant
      shall terminate his participation in the Supplemental Plan when his employment
      with the Company terminates.

    


    3.3     Reemployment
      of Former Participant.
      Notwithstanding any provision of the Supplemental Plan or an Agreement to the
      contrary, any person reemployed as an Employee who previously participated
      in
      and received benefits under the Supplemental Plan shall not be eligible to
      participate again in the Supplemental Plan, and any payments or future rights
      to
      payments under the Supplemental Plan made or to be made with respect to such
      Participant shall not be discontinued on account of such reemployment.


    


    


    



    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


    SECTION
      4. BENEFITS

    


    4.1     Eligibility
      for Benefits.
      A
      Participant shall be eligible to receive a benefit under this Supplemental
      Plan
      in accordance with and subject to the provisions of this Supplemental Plan,
      upon
      the Participant’s termination of employment with the Company and its affiliates
      or if later, the date provided in the Participant’s Agreement; provided,
      however, that, except as provided in the following sentence or as may otherwise
      be provided by an Agreement, no benefit shall be payable under this Supplemental
      Plan with respect to a Participant who terminates employment with the Company
      prior to becoming vested in his Accrued Benefit under the Qualified Plan.
      Notwithstanding the foregoing, if a Participant is involuntarily terminated
      following or incident to a Change in Control and prior to becoming fully vested
      in his Accrued Benefit under the Qualified Plan, the Participant shall
      automatically become fully vested in his benefit hereunder and a benefit will
      be
      payable under this Supplemental Plan with respect to the Participant.


    


    4.2    Amount
      of
      Supplemental Benefit.
      Unless
      otherwise provided in an Agreement, the amount of any benefit payable to a
      Participant pursuant to this Supplemental Plan shall be determined as of the
      date the Participant first becomes eligible to receive benefits under the
      Supplemental Plan under Section 4.1 (the “determination date”) and shall be
      equal to (i) the cash balance account that otherwise would have been payable
      under the Qualified Plan as of such determination date, based on Compensation
      as
      defined under this Supplemental Plan and disregarding the Code Limitations,
      minus (ii) the Participant’s Cash Balance Account determined under the Qualified
      Plan as of such determination date. 

    


    4.3     Timing
      and Form of Payment.
      The
      benefit payable to a Participant under this Supplemental Plan shall be paid
      or
      commence to be paid as of the first day of the calendar month next following
      the
      date the Participant first becomes eligible
      to receive a benefit under this Supplemental Plan in accordance with Section
      4.1
      (the “payment date”). The Participant may elect, in accordance with such
      procedures established by the Committee from time to time in its sole
      discretion, to receive a distribution of such benefit in either of the following
      forms of payment:

    


        (a) Single
      Sum Distribution.
      A
      single sum distribution of the value of the Participant’s benefit under the
      Supplemental Plan determined as of the last day of the month preceding the
      payment date. Upon such payment, no additional amounts are owed to the
      Participant or his Beneficiary under this Plan.

    


        (b) Life
      Annuity with 15-Year 60% Survivor Benefit.
      A
      lifetime annuity benefit with an additional death benefit payment as follows:
      A
      lifetime annuity that is the Actuarial Equivalent of the Participant’s single
      sum amount under Section 4.3(a) which provides for a monthly benefit payable
      beginning on the payment date for the Participant’s life. In addition to this
      life annuity, commencing on the first day of the month following the
      Participant’s death, the Participant’s designated Beneficiary shall receive a
      benefit of sixty percent (60%) of the amount of the Participant’s monthly
      payment continuing for a fifteen (15) year period; provided, however, if the
      Participant’s Beneficiary dies before the end of the fifteen (15) year period,
      the lump sum value of the remaining monthly payments of such survivor benefit
      shall be paid to the designated Beneficiary’s estate. The Participant’s life
      annuity shall not be reduced to reflect the “cost” of providing the
      sixty-percent (60%) survivor benefit feature. Notwithstanding anything herein
      to
      the contrary, in no event may a trust be named as a Beneficiary for purposes
      of
      the survivor benefit otherwise provided under this Section 4.3(b). 

    


    In
      the
      absence of an effective election, amounts owed to a Participant hereunder shall
      be paid in the form specified in Section 4.3(b).

    


    4.4     Death
      of Participant.
      Unless
      otherwise provided in an Agreement, if a Participant dies on or after July
      1,
      2000 and before the payment date (as defined in Section 4.3), a single sum
      distribution equal to the value of the Participant’s benefit that otherwise
      would have been payable under the Supplemental Plan determined in accordance
      with Section 4.2 shall be paid to the Participant’s designated Beneficiary as
      soon as administratively practicable following the Participant’s death.


    


    4.5     Designation
      of
      Beneficiary.
      

    


        (a) A
      Participant shall designate a single person or trust (except as provided in
      Section 4.3(b)) as the Beneficiary who is to receive any benefits payable
      hereunder upon the Participant’s death. The designation 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 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.

    


       (c) In
      the
      event that the Beneficiary named in paragraph (a) above predeceases the
      Participant, the amounts that otherwise would have been paid to said Beneficiary
      shall, where the designation fails to redirect to an alternate Beneficiary
      in
      such circumstance, be paid to the Participant’s estate as the alternate
      Beneficiary.

    


           (d) 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 first be paid to the Participant’s spouse (as
      determined under the Qualified Plan), or if the Participant has no spouse upon
      his date of death, any amounts owed shall be paid to the Participant’s estate as
      the alternate Beneficiary. 

    


           (e) In
      the
      circumstance that a Participant’s designation is 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.

    


    4.6     Documentation.
      Each
      person eligible for a benefit under this Supplemental Plan shall furnish the
      Corporation with such documents, evidence, data or information in support of
      such application as the Corporation considers necessary or desirable.



    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


    SECTION
      5. FINANCING

    


    5.1    Financing
      of Benefits.
      Participants shall not be required or permitted to make any contribution under
      the Supplemental Plan. Benefits shall be payable, when due, by the Corporation,
      out of its current operating revenue to the extent not paid from a trust created
      pursuant to Section 5.4. 

    


    5.2     Contractual
      Obligation.
      The
      Corporation’s obligation to make payments to the recipient when due shall be
      contractual in nature only, and participation in the Supplemental Plan will
      not
      create in favor of any Participant any right or lien against the assets of
      the
      Corporation. No benefits under the Supplemental Plan shall be required to be
      funded by a trust fund or insurance contracts or otherwise. Prior to benefits
      becoming due, the Corporation shall expense the calculated liabilities in
      accordance with policies determined appropriate by the Corporation and its
      auditors. 

    


    5.3     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.

    


    5.4     “Rabbi”
      Trust.
      In
      connection with this Supplemental 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 Supplemental 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 Supplemental 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 Supplemental Plan shall remain
      an unsecured claim against the general assets of the Corporation.

    



    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


    SECTION
      6. GENERAL PROVISIONS

    


    6.1     Employment/Participation
      Rights.

    


        (a) Nothing
      in the Supplemental 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 Supplemental 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 Supplemental 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. 

    


    6.2     Nonalienation
      of Benefits.

    


        (a) No
      right
      or benefit under this Supplemental 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
      Supplemental 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.

    


    6.3     Severability.
      If any
      particular provision of the Supplemental 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 Supplemental Plan,
      and the Supplemental Plan shall be construed and enforced as if the illegal
      or
      unenforceable provision had not been included.

    


    6.4     No
      Individual Liability.
      It is
      declared to be the express purpose and intention of the Supplemental 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 Supplemental Plan.

    


    6.5     Applicable
      Law.
      The
      Supplemental 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
      Supplemental 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 Supplemental 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 the
      Supplemental 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
      Supplemental 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 Supplemental Plan and the expenses of administering
      the Supplemental 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
      Supplemental 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 Supplemental 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 Supplemental 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 Supplemental 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 Supplemental 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 Supplemental 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 Supplemental
      Plan at any time by action of its Board; provided, however, that if the
      Supplemental Plan is amended to discontinue or reduce the amount of Supplemental
      Plan benefit payments (except as may be required pursuant to any plan arising
      from insolvency or bankruptcy proceedings): (a) Participants who have commenced
      payment of their Supplemental Plan benefits under Section 4.3 in the form of
      a
      life annuity with 15-year death benefit shall continue to be paid in the amount
      and manner (as provided under Section 4 hereof) as they were being paid at
      the
      time of the amendment or discontinuance of the Supplemental Plan, and (b) the
      accrued benefits under the Supplemental Plan of any Participants who have not
      yet terminated shall not be reduced below the level accrued as of the date
      of
      amendment. If the Board amends the Supplemental Plan to cease future accruals
      hereunder or terminates the Supplemental Plan, the Board may, in its sole
      discretion, direct that each Participant’s benefit under the Supplemental Plan
      be paid to each Participant (or designated Beneficiary) in an immediate single
      sum distribution; in the absence of any such direction from the Board, the
      Supplemental Plan shall continue as a “frozen” plan under which no future
      accruals will be recognized and each Participant’s benefits shall be paid in
      accordance with Section 4.

    



    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


    SECTION
      8. CHANGE IN CONTROL PROVISIONS

    


    8.1     Accelerated
      Distributions Upon Change in Control.
      Notwithstanding anything in this Supplemental Plan to the contrary, and subject
      to the terms of any Agreement, upon the occurrence of a Change in Control where
      there has not been a termination of the SCANA Corporation Key Executive
      Severance Benefits Plan (“KESBP”) prior thereto, the Actuarial Equivalent
      present value of all amounts (or remaining amounts) owed under this Supplemental
      Plan and each underlying Agreement as of the date of such Change in Control
      (referred to as each Participant’s “SERP Benefit”) shall become immediately due
      and payable. All SERP Benefits payable under this Section 8.1 shall be paid
      to
      each Participant (or his designated Beneficiary) in the form of a single sum
      payment of the Actuarial Equivalent 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 Participant’s SERP Benefit and the Gross-Up Payment
      provided for by this Section 8 shall be equal to the Actuarial Equivalent
      present value of the Participant’s SERP 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 designated Beneficiary) 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. In all
      events, if the KESBP was terminated prior to such Change in Control, then the
      provisions of this Section 8.1 shall not apply and Participants’ benefits shall
      be determined under the other applicable provisions of this Supplemental Plan
      and/or any Agreement.

    


    8.2     Tax
      Computation.
      For
      purposes of determining the amount of the Gross-Up Payment referred to in
      Section 8.1, whether any of a Participant’s SERP 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 Supplemental 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 designated 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. 

    


    8.3     No
      Subsequent Recalculation of Tax Liability.
      The
      Gross-Up Payments described in the foregoing provisions of this Section 8 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
      designated Beneficiary) ultimately determined as owed. 

    


    8.4     Successors.
      Notwithstanding anything in this Supplemental Plan to the contrary, and subject
      to the terms of an Agreement, upon the occurrence of a Change in Control, and
      only if the KESBP was terminated prior to such Change in Control, the Company
      will require any successor (whether direct or indirect, by purchase, merger,
      consolidation, or otherwise) of all or substantially all of the business and/or
      assets of the Company or of any division or subsidiary thereof to expressly
      assume and agree to perform this Supplemental Plan in the same manner and to
      the
      same extent that the Company would be required to perform it if no such
      succession had taken place, subject to the remaining provisions of this Section
      8.4. In the event of such a Change in Control where the KESBP is terminated,
      Participants shall become entitled to benefits hereunder in accordance with
      the
      terms of this Supplemental Plan, and/or any Agreement, based on benefits earned
      to the date of such Change in Control, with no requirement for a successor
      to
      provide for accruals of benefits beyond the date of such Change in Control.
      In
      addition, and notwithstanding Section 8.5 to the contrary, if there is a Change
      in Control and the KESBP is terminated prior to such Change in Control, a
      successor to the Company may amend this Supplemental Plan to provide for an
      automatic lump sum distribution of the Actuarial Equivalent of Participants’
benefits hereunder without such amendment being treated as an amendment reducing
      any benefits earned. 

    


    8.5     Amendment
      and Termination After Change in Control.
      Notwithstanding the foregoing, and subject to Section 8.4, no amendment,
      modification or termination of the Supplemental Plan may be made, and no
      Participants may be added to the Supplemental Plan, upon or following a Change
      in Control if it would have the effect of reducing any benefits earned
      (including optional forms of distribution) prior to such Change in Control
      without the written consent of all of the Participants covered by the
      Supplemental Plan at such time. In all events, however, the Corporation reserves
      the right to amend, modify or delete the provisions of this Section 8 at any
      time prior to a Change in Control, pursuant to a Board resolution adopted by
      a
      vote of two-thirds (2/3) of the Board members then serving on the
      Board.


    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


    SECTION
      9. EXECUTION

    


    IN
      WITNESS WHEREOF, the Corporation has caused this amended and restated SCANA
      Corporation Supplemental Executive Retirement Plan to be executed by its duly
      authorized officer this 2nd
      day of
August
      2000 to
      be effective as of July 1, 2000.

    


    


    SCANA
      CORPORATION

    


    By:
      /s/W.
      B. Timmerman       

     

    Title: 
      Chairman,
      President and Chief
      Executive Officer 

    


    ATTEST:

    


    


    /s/Lynn
      M. Williams        

    Secretary