Supplementary Key Executive Severance Benefits Plan


    

      Exhibit
        10.06

      


      


      


      


      


      


      SCANA
        CORPORATION

      


      SUPPLEMENTARY
        KEY EXECUTIVE

      SEVERANCE
        BENEFITS PLAN

      


      


      


      as
        amended and restated

      effective
        as of

      July
        1, 2001

      


      


      


      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      

      



      SCANA
        CORPORATION

      


      SUPPLEMENTARY
        KEY EXECUTIVE

      SEVERANCE
        BENEFITS PLAN

      


      


      TABLE
        OF CONTENTS

      


      

        
          	 	 
	 	
                  PAGE

                
	 	 
	
                  SECTION
                    1. ESTABLISHMENT AND PURPOSE

                	
                  1

                
	 	 	 	 
	
                  1.1

                	 	
                  ESTABLISHMENT
                    AND HISTORY OF THE PLAN

                	
                  1

                
	
                  1.2

                	 	
                  DESCRIPTION
                    OF THE PLAN

                	
                  1

                
	
                  1.3

                	 	
                  PURPOSE
                    OF THE PLAN

                	
                  1

                
	 	 	 	 
	
                  SECTION
                    2. DEFINITIONS

                	
                  2

                
	 	 	 	 
	
                  2.1

                	 	
                  DEFINITIONS

                	
                  2

                
	
                  2.2

                	 	
                  GENDER
                    AND NUMBER

                	
                  6

                
	 	 	 	 
	
                  SECTION
                    3. ELIGIBLILTY AND PARTICIPATION

                	
                  7

                
	 	 	 	 
	
                  3.1

                	 	
                  ELIGIBILITY

                	
                  7

                
	
                  3.2

                	 	
                  TERMINATION
                    OF PARTICIPATION

                	
                  7

                
	 	 	 	 
	
                  SECTION
                    4. BENEFITS

                	
                  8

                
	 	 	 	 
	
                  4.1

                	 	
                  RIGHT
                    TO SKESBP BENEFITS

                	
                  8

                
	
                  4.2

                	 	
                  QUALIFYING
                    TERMINATION

                	 
	
                  4.3

                	 	
                  DESCRIPTION
                    OF SKESBP BENEFITS

                	
                  8

                
	
                  4.4

                	 	
                  TERMINATION
                    FOR TOTAL AND PERMANENT DISABILITY

                	
                  10

                
	
                  4.5

                	 	
                  TERMINATION
                    FOR RETIREMENT OR DEATH

                	
                  10

                
	
                  4.6

                	 	
                  TERMINATION
                    FOR CAUSE OR BY PARTICIPANT OTHER THAN FOR GOOD
                    REASON

                	
                   

                  10

                
	
                  4.7

                	 	
                  NOTICE
                    OF TERMINATION

                	 
	
                  4.8

                	 	
                  PARTICIPANT’S
                    OBLIGATIONS

                	
                  10

                
	
                  4.9

                	 	
                  TERMINATION
                    FOR JUST CAUSE

                	
                  10

                
	
                  4.10

                	 	
                  GROSS-UP
                    PAYMENT

                	
                  10

                
	
                  4.11

                	 	
                  TAX
                    COMPUTATION

                	
                  11

                
	
                  4.12

                	 	
                  FORM
                    AND TIMING OF SKESBP BENEFITS

                	
                  11

                
	
                  4.13

                	 	
                  NO
                    SUBSEQUENT RECALCULATION OF PLAN LIABILITY

                	
                  11

                
	
                  4.14

                	 	
                  BENEFITS
                    UNDER OTHER PLANS

                	
                  11

                
	 	 	 	 
	
                  SECTION
                    5. BENEFICIAL DESIGNATION

                	
                  12

                
	 	 	 	 
	
                  5.1

                	 	
                  DESIGNATION
                    OF BENEFICIARY

                	
                  12

                
	
                  5.2

                	 	
                  DEATH
                    OF BENEFICIARY

                	
                  12

                
	
                  5.3

                	 	
                  INEFFECTIVE
                    DESIGNATION

                	
                  12

                
	 	 	 	 


        


        
          
            
            

          

          
            
            

            
            

          

          
            
            

          

        


        


        
          	
                  SECTION
                    6. GENERAL PROVISIONS

                	
                  13

                
	 	 	 	 
	
                  6.1

                	 	
                  CONTRACTUAL
                    OBLIGATION

                	
                  13

                
	
                  6.2

                	 	
                  UNSECURED
                    INTEREST

                	
                  13

                
	
                  6.3

                	 	
                  “RABBI”
                    TRUST

                	
                  13

                
	
                  6.4

                	 	
                  SUCCESSORS

                	
                  13

                
	
                  6.5

                	 	
                  EMPLOYMENT/PARTICIPATION
                    RIGHTS

                	
                  13

                
	
                  6.6

                	 	
                  NONALIENATION
                    OF BENEFITS

                	
                  14

                
	
                  6.7

                	 	
                  SEVERABILITY

                	
                  14

                
	
                  6.8

                	 	
                  NO
                    INDIVIDUAL LIABILITY

                	
                  14

                
	
                  6.9

                	 	
                  APPLICABLE
                    LAW

                	
                  14

                
	
                  6.10

                	 	
                  LEGAL
                    FEES AND EXPENSES

                	
                  15

                
	
                  6.11

                	 	
                  ARBITRATION

                	
                  15

                
	 	 	 	 
	
                  SECTION
                    7. PLAN ADMINISTRATION, AMENDMENT AND TERMINATION

                	
                  16

                
	 	 	 	 
	
                  7.1

                	 	
                  IN
                    GENERAL

                	
                  16

                
	
                  7.2

                	 	
                  CLAIMS
                    PROCEDURE

                	
                  16

                
	
                  7.3

                	 	
                  FINALITY
                    OF DETERMINATION

                	
                  16

                
	
                  7.4

                	 	
                  DELEGATION
                    OF AUTHORITY

                	
                  16

                
	
                  7.5

                	 	
                  EXPENSES

                	
                  16

                
	
                  7.6

                	 	
                  TAX
                    WITHHOLDING

                	
                  16

                
	
                  7.7

                	 	
                  INCOMPETENCY

                	
                  16

                
	
                  7.8

                	 	
                  NOTICE
                    OF ADDRESS

                	
                  17

                
	
                  7.9

                	 	
                  AMENDMENT
                    AND TERMINATION

                	
                  17

                
	 	 	 	 
	
                  SECTION
                    8. EXECUTION

                	
                  18

                


        

        


        


         

      

      


      


      



      
        
          
          

        

        
          
          

          
          

        

        
          
          

          
          

        

      



      SCANA
        CORPORATION

      


      SUPPLEMENTARY
        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 as of October 21, 1997, a severance plan
        for
        certain senior executives known as the “SCANA Corporation Supplementary Key
        Executive Severance Benefits Plan” (the “Plan”). Effective as of 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 a severance benefits plan which is unfunded
        and
        established primarily for the purpose of providing severance benefits for
        a
        select group of management or highly compensated employees. 

      


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

      



      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      


      SECTION
        2. DEFINITIONS

      


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

      


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

      


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

      


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

      


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


      


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

      


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

      


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

      


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

      


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

      


          (l) “Eligible
        Employee”
means
        an Employee who is employed by the Company in a high-level management or
        administrative position, including employees who also serve as officers of
        the
        Company, as determined under the SCANA Corporation Key Executive Severance
        Benefits Plan.

      


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

      


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

      


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

      


          (i) The
        assignment of a Participant to duties inconsistent with his/her duties,
        responsibilities, and status as an officer of the Company or reduction or
        alteration in the nature or status of his/her responsibilities from those
        in
        effect as of ninety (90) days prior to the effective date of the Change in
        Control. A record, called “Exhibit A (of the KESB),” of each Plan Participant’s
        responsibilities, duties, and status as an officer shall be maintained as
        a
        point of reference for the purpose of identifying changes in these
        responsibilities, duties and status as an officer that would constitute “Good
        Reason;”

      


          (ii) A
        reduction by the Company in a Participant’s Base Salary as in effect thirty (30)
        days prior to the identification of a Potential Change in Control;

      


          (iii) The
        Company’s requiring a Participant to be based at a location in excess of
        twenty-five (25) miles from the location where a Participant is based as
        of the
        Effective Date of this Plan;

      


          (iv) The
        failure of the Company to continue in effect any annual or long-term incentive
        program for officers which is in effect as of the effective date of the Change
        in Control, or any of the Company’s employee benefit plans, policies, practices,
        or arrangements in which the Participant participates, unless similar plans
        of
        equal value are established in their place, or the failure by the Company
        to
        continue the Participant’s participation therein on substantially the same
        basis, both in terms of the amount of benefits provided and the level of
        the
        Participant’s participation relative to other participants, as existed as of the
        date of the Change in Control;

      


          (v) The
        failure of the Company to obtain a satisfactory agreement from any successor
        to
        the Company to assume and agree to perform this Plan, as contemplated in
        Section
        6.4 herein; and

      


          (vi) Any
        purported termination by the Company of the Participant’s employment that is not
        effected pursuant to a Notice of Termination satisfying the requirements
        of
        Section 4.7 herein, and for purposes of this Plan, no such purported termination
        shall be effective. 

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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


      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      


      SECTION
        3. ELIGIBILITY AND PARTICIPATION

      


      3.1     Eligibility.
        An
        Eligible Employee who is a Participant for purposes of the SCANA Corporation
        Key
        Executive Severance Benefits Plan shall be a Participant automatically for
        purposes of this Plan.

      


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

      



      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      


      SECTION
        4. BENEFITS

      


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

      


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

      


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

      


          (b) A
        voluntary termination of a Participant’s employment with the Company for Good
        Reason.

      


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

      


       In
        the event a successor company fails or refuses to assume the Company’s
        obligations under this Plan on or before the effective date of a Change in
        Control, as required by Section 6.4 herein, or in the event the Company or
        a
        successor company breaches any provision of this Plan, each Participant shall
        be
        paid the SKESBP Benefits described herein, as if a qualifying employment
        termination had occurred on the effective date of the Change in
        Control.

      


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

      


      4.3     Description
        of SKESBP Benefits.
        If a
        Participant becomes entitled to receive SKESBP Benefits, the Corporation
        shall
        pay to, and provide, such Participant with the following benefits, subject
        to the tax “gross-up” payment described in Section 4.11 and Section 4.12 and the
        reduction for benefits described in Section 4.3(f):

      


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

      


          (c) 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.

      


          (d) An
        amount
        equal to the value of the amounts credited on the Participant’s behalf under the
        SCANA Corporation Executive Deferred Compensation Plan as of the date of
        the
        Change in Control, plus interest on such amounts at a rate equal to the sum
        of
        the prime interest rate as published in the Wall Street Journal on the most
        recent publication date that precedes the date of the Change in Control plus
        three percent (3%), with the total benefit amount calculated through the
        end of
        the month prior to the month such amounts are distributed to the
        Participant.

      


          (e) 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; and 

      


          (f) Notwithstanding
        the above, the amount payable to each Participant under this Plan shall be
        reduced (but not below zero) by all amounts received by such Participant,
        if
        any, under the SCANA Corporation Key Executive Severance Benefits
        Plan.

      


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

      


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

      


      4.6     Termination
        for Cause or by Participant Other Than for Good Reason.
        Following a Change in Control of the Company, if a Participant’s employment is
        terminated either (i) by the Company for Just Cause; or (ii) by the Participant
        other than for Good Reason, the Company shall pay the Participant his/her
        full
        Base Salary and accrued vacation through the Effective Date of Termination,
        at
        the rate then in effect, plus all other amounts to which the Participant
        is
        entitled under any compensation plan of the Company, at the time such payments
        are due, and the Company shall have no further obligations to the Participant
        under this Plan.

      


      4.7     Notice
        of Termination.
        Any
        Qualifying Termination shall be communicated by Notice of Termination from
        the
        party initiating the termination to the other party. For purposes of this
        Plan,
        a “Notice of Termination” shall mean a written notice which shall indicate the
        specific termination provision in this Plan relied upon and shall set forth
        in
        reasonable detail the facts and circumstances claimed to provide a basis
        for
        termination of the Participant’s employment under the provision so indicated, so
        as to entitle the Participant to benefits.

      


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

      


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

      


      4.10     Gross-Up
        Payment.
        In
        addition to the benefits described in Section 4.3 payable to each Participant
        or
        his Beneficiary (referred to as each Participant’s “SKESBP Benefit”), 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 SKESBP 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 SKESBP Benefit, the Performance Share Benefit,
        and the Gross-Up Payment provided for by this Section 4.10 shall be equal
        to the
        sum of (i) the value of the SKESBP 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).


      


      4.11     Tax
        Computation.
        For
        purposes of determining the amount of the Gross-Up Payment referred to in
        Section 4.10, whether any of a Participant’s SKESBP Benefit or Performance Share
        Benefit (as defined in Section 4.10) 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.

      


      4.12     Form
        and Timing of SKESBP Benefits.
        A
        Participant’s SKESBP Benefits described in Section 4.3, together with the
        Gross-Up Payment described in Section 4.10 and Section 4.11 shall be paid
        in the
        form of a single lump sum cash payment as soon as practicable following the
        Effective Date of Termination, but in no event beyond thirty (30) days from
        such
        date. 

      


      4.13     No
        Subsequent Recalculation of Plan Liability.
        The
        Gross-Up Payments described in Sections 4.10 and 4.11 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.

      


      4.14     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
        beneficiary who is a Beneficiary for purposes of the SCANA Corporation Key
        Executive Severance Benefits Plan shall be a Beneficiary automatically for
        purposes of this Plan.

      


          (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 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 SKESBP Benefits when due. Payment of SKESBP Benefits shall be
        made out of the general funds of the Corporation as determined by the Board
        without any restriction of the assets of the Corporation relative to the
        payment
        of such contractual obligations; the Plan is, and shall operate as, an unfunded
        plan.

      


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

      


      6.3     “Rabbi”
        Trust.
        In
        connection with this Plan, the Board has established a grantor trust (known
        as
        the “SCANA Corporation Executive Benefit Plan Trust”) for the purpose of
        accumulating funds to satisfy the obligations incurred by the Corporation
        under
        this Plan (and such other plans and arrangements as determined from time
        to time
        by the Corporation). At any time prior to a Change in Control, as that term
        is
        defined in such Trust, the Corporation may transfer assets to the Trust to
        satisfy all or part of the obligations incurred by the Corporation under
        this
        Plan, as determined in the sole discretion of the Committee, subject to the
        return of such assets to the Corporation at such time as determined in
        accordance with the terms of such Trust. Notwithstanding the establishment
        of
        the Trust, the right of any Participant to receive future payments under
        the
        Plan shall remain an unsecured claim against the general assets of the
        Corporation.

      


      6.4   
 Successors.
        The
        Company will require any successor (whether direct or indirect, by purchase,
        merger, consolidation, or otherwise) of all or substantially all of the business
        and/or assets of the Company or of any division or subsidiary thereof to
        expressly assume and agree to perform this Plan in the same manner and to
        the
        same extent that the Company would be required to perform it if no such
        succession had taken place. Failure of the Company to obtain such assumption
        and
        agreement prior to the effectiveness of any such succession shall be a breach
        of
        this Plan and shall entitle each Participant to compensation from the Company
        in
        the same amount and on the same terms as they would be entitled hereunder
        if
        terminated voluntarily for Good Reason, except for the purposes of implementing
        the foregoing, the date on which any such succession becomes effective shall
        be
        deemed the Effective Date of Termination.

      


      6.5    
Employment/Participation
        Rights.

      


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

      


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

      


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

      


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

      


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

      


      6.6    
 Nonalienation
        of Benefits.

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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


      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      


      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 Supplementary 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