longtermplan.htm


    Exhibit
4.04

     

    


     

    


     

    Long-Term
Equity Compensation Plan

    SCANA
Corporation

    January
1, 2000

    (Amended
and Restated as of January 1, 2009)

     

    



    
      
         


      

      
         


        
        

      

      
         


      

    


    
      	
               
      

            	
              Contents

            


    

    


    
      	 
      	 
      	 
      
	
              ARTICLE
      1.

            	
              Establishment,
      Objectives and Duration

            	
              1

            
	 
      	 
      	 
      
	
              ARTICLE
      2.

            	
              Definitions

            	
              1

            
	 
      	 
      	 
      
	
              ARTICLE
      3.

            	
              Administration

            	
              5

            
	 
      	 
      	 
      
	
              ARTICLE
      4.

            	
              Shares
      Subject to the Plan and Maximum Awards

            	
              6

            
	 
      	 
      	 
      
	
              ARTICLE
      5.

            	
              Eligibility
      and Participation

            	
              7

            
	 
      	 
      	 
      
	
              ARTICLE
      6.

            	
              Stock
      Options

            	
              7

            
	 
      	 
      	 
      
	
              ARTICLE
      7.

            	
              Stock
      Appreciation Rights

            	
              9

            
	 
      	 
      	 
      
	
              ARTICLE
      8.

            	
              Restricted
      Stock

            	
              10

            
	 
      	 
      	 
      
	
              ARTICLE
      8A.

            	
              Restricted
      Stock Units

            	
              12

            
	 
      	 
      	 
      
	
              ARTICLE
      9.

            	
              Performance
      Units and Performance Shares

            	
              13

            
	 
      	 
      	 
      
	
              ARTICLE
      10.

            	
              Performance
      Measures

            	
              14

            
	 
      	 
      	 
      
	
              ARTICLE
      11.

            	
              Beneficiary
      Designation

            	
              15

            
	 
      	 
      	 
      
	
              ARTICLE
      12.

            	
              Rights
      of Employees

            	
              15

            
	 
      	 
      	 
      
	
              ARTICLE
      13.

            	
              Change
      in Control

            	
              15

            
	 
      	 
      	 
      
	
              ARTICLE
      14.

            	
              Amendment,
      Modification and Termination

            	
              15

            
	 
      	 
      	 
      
	
              ARTICLE
      15

            	
              Withholding

            	
              16

            
	 
      	 
      	 
      
	
              ARTICLE
      16.

            	
              Indemnification

            	
              17

            
	 
      	 
      	 
      
	
              ARTICLE
      17.

            	
              Successors

            	
              17

            
	 
      	 
      	 
      
	
              ARTICLE
      18.

            	
              Legal
      Construction

            	
              17

            


    

    


     


    
      
        
           


          
          

        

         


      

      
         


        
        

      

      
         


      

    


    SCANA
Corporation

    Long-Term
Equity Compensation Plan

     

    Article
1.           Establishment,
Objectives and Duration

     

    1.1           Establishment of the Plan.
SCANA Corporation, a South Carolina corporation (hereinafter referred to as
“SCANA”), hereby establishes an incentive compensation plan to be known as the
“SCANA Corporation Long-Term Equity Compensation Plan” (hereinafter referred to
as the “Plan”), as set forth in this document. The Plan permits the grant
of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation
Rights, Restricted Stock, Restricted Stock Units, Performance Shares and
Performance Units.

     

    The Plan
originally became effective January 1, 2000 and was subsequently amended and
restated effective as of January 1, 2005.  Effective January 1, 2009
(the “Effective Date”), the Plan is hereby amended and restated to comply with
the requirements of Code Section 409A and shall remain in effect as provided in
Section 1.3 hereof.

     

    1.2           Objectives of the Plan. The
objectives of the Plan are to optimize the profitability and growth of the
Company through long-term incentives which are consistent with the Company’s
goals and which link the personal interests of Participants to those of SCANA’s
shareholders; to provide Participants with an incentive for excellence in
individual performance; and to promote teamwork among Participants.

     

    The Plan
is further intended to provide flexibility to the Company in its ability to
motivate, attract, and retain the services of Participants who make significant
contributions to the Company’s success and to allow Participants to share in the
success of the Company.

     

    Notwithstanding
any provision to the contrary in this Plan, each provision of the Plan that
otherwise relates to nonqualified deferred compensation benefits shall be
interpreted to permit the deferral of compensation and the payment of deferred
amounts in accordance with Code Section 409A, to the extent applicable, and any
provision that would conflict with such requirements shall not be valid or
enforceable.

     

    1.3           Duration of the Plan. The Plan
shall commence on the Effective Date, as described in Section 1.1 hereof, and
shall remain in effect, subject to the right of the Committee to amend or
terminate the Plan at any time pursuant to Article 15 hereof, until all Shares
subject to it shall have been purchased or acquired according to the Plan’s
provisions. However, in no event may an Award be granted under the Plan more
than ten (10) years after the Effective Date of the Plan.

     

    Article
2.         
Definitions

     

    Whenever
used in the Plan, the following terms shall have the meanings set forth below,
and when the meaning is intended, the initial letter of the word shall be
capitalized:


    
      
        
           


          
          

        

         


      

      
         


        
        

      

      
         


      

    


    2.1           “Award” means, individually or
collectively, a grant under this Plan of Nonqualified Stock Options, Incentive
Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock
Units, Performance Shares or Performance Units.

     

    2.2           “Award Agreement” means an agreement entered
into by SCANA and each Participant setting forth the terms and provisions
applicable to Awards granted under this Plan.

     

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

     

    2.4           “Board” or “Board of Directors” means the Board of Directors
of SCANA.

     

    2.5           “Change in Control” means a change in control of
SCANA 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 SCANA is then subject to such reporting
requirement; provided that, without limitation, such a Change in Control shall
be deemed to have occurred if:

     

    (a)           Any
Person 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 SCANA;

     

    (b)           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 SCANA’s shareholders 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;

     

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

     

    (d)           The
shareholders of SCANA approve a merger or consolidation of SCANA with any other
corporation, other than a merger or consolidation which would result in the
voting shares of capital stock of SCANA 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 SCANA or such surviving entity outstanding immediately after such merger or
consolidation; or the shareholders of SCANA approve a plan of complete
liquidation of SCANA or an agreement for the sale or disposition by SCANA of all
or substantially all of SCANA’s assets; or

     

    (e)           The
shareholders of SCANA approve a plan of complete liquidation, or the sale or
disposition of South Carolina Electric & Gas Company (hereinafter
SCE&G), South Carolina Pipeline Corporation, or any subsidiary of SCANA
designated by the Board of Directors 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”.

     

    2.6           “Code” means the Internal Revenue
Code of 1986, as amended from time to time.

     

    2.7           “Committee” means any committee
appointed by the Board to administer Awards to Employees, as specified in
Article 3 herein. Any such committee shall be comprised entirely of
Directors who satisfy the “outside director” requirements of Code Section 162(m)
and who are “Non-Employee Directors” as defined in Rule 16b-3 under the Exchange
Act.

     

    2.8           “Company” means SCANA and all of its
Subsidiaries.

     

    2.9           “Covered Employee” means a Participant who, as
of the date of vesting and/or payout of an Award, as applicable, is one of the
group of “covered employees,” as defined in the regulations promulgated under
Code Section 162(m), or any successor statute.

     

    2.10           “Director” means any individual who is
a member of the Board of Directors of SCANA; provided, however, that any
Director who is employed by the Company shall be considered an Employee under
the Plan.

     

    2.11           “Disability” shall have the meaning
ascribed to such term in the Participant’s governing long-term disability plan,
or if no such plan exists, by the Committee.

     

    2.12           “Effective Date” shall have the meaning
ascribed to such term in Section 1.1 hereof.

     

    2.13           “Employee” means any employee of the
Company. Directors who are employed by the Company shall be considered Employees
under this Plan.

     

    2.14           “Eligible Employee” means an Employee who is
anticipated to be a significant contributor to the success of the Company as
determined by the Committee upon or without the recommendation of officers of
the Company.

     

    2.15           “Exchange Act” means the Securities
Exchange Act of 1934, as amended from time to time, or any successor act
thereto.

     

    2.16           “Fair Market Value” shall be determined on the
basis of the opening sale price on the principal securities exchange on which
the Shares are traded or, if there is no such sale on the relevant date, then on
the last previous day on which a sale was reported, except that as to the
“cashless” exercise of Nonqualified Stock Options pursuant to Section 6.6 of the
Plan, the “Fair Market Value” of Shares for determining the compensation amount
recognized by the Participant shall be the actual trade price on the principal
securities exchange of Shares sold to provide cash to Participants.

     

    2.17           “Freestanding SAR” means an SAR that is granted
independently of any Options, as described in Article 7 herein.

     


    
      
        
           


          
          

        

         


      

      
         


        
        

      

      
         


      

    


    2.18           “Incentive Stock Option” or “ISO” means an option to purchase
Shares granted under Article 6 herein and which is designated as an
Incentive Stock Option and which is intended to meet the requirements
of Code Section 422.

     

    2.19           “Nonqualified Stock Option” or “NQSO” means an option to
purchase Shares granted under Article 6 herein and which is not intended to
meet the requirements of Code Section 422.

     

    2.20           “Option” means an Incentive Stock
Option or a Nonqualified Stock Option, as described in Article 6
herein.

     

    2.21           “Option Price” means the price at which a
Share may be purchased by a Participant pursuant to an Option.

     

    2.22           “Participant” means an Eligible Employee
who has been selected to receive an Award or who has outstanding an Award
granted under the Plan.

     

    2.23           “Performance-Based
Exception” means
the performance-based exception from the tax deductibility limitations of Code
Section 162(m).

     

    2.24           “Performance Share” means an Award granted to a
Participant, as described in Article 9 herein, that shall have an initial
value equal to the Fair Market Value of a Share on the date of
grant.

     

    2.25           “Performance Unit” means an Award granted to a
Participant, as described in Article 9 herein, that shall have an initial value
that is established by the Committee on the date of grant.

     

    2.26           “Period of Restriction” means the period during
which the transfer of Shares of Restricted Stock is limited in some way (based
on the passage of time, the achievement of performance goals, or the occurrence
of other events as determined by the Committee, at its discretion), or the
vesting of RSUs is subject to the continuation of the recipient’s employment
with the Company, and the Shares and/or RSUs are subject to a substantial risk
of forfeiture, as provided in Articles 8 and 8A herein.

     

    2.27           “Person” shall have the meaning
ascribed to such term 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) thereof.

     

    2.28           “Restricted Stock” means an Award granted to a
Participant pursuant to Article 8 herein.

     

    2.29           “Restricted Stock Unit” or “RSU” means an Award granted to a
Participant pursuant to Article 8A herein that represents a notional investment
equivalent to one Share and, as such, a Participant does not acquire any form of
voting or other right attributable to an actual Share.

     


    
      
        
           


          
          

        

         


      

      
         


        
        

      

      
         


      

    


    2.30           “Retirement” shall have the meaning
ascribed to such term in the SCANA Corporation Retirement Plan, except as
otherwise provided in an Award.

     

    2.31           “Shares” means the shares of common
stock of SCANA.

     

    2.32           “Separation from Service” means a termination of
employment or other separation from service as described in Code Section 409A
and the regulations thereunder.

     

    2.33           “Specified Employee” shall mean a person
identified in accordance with procedures adopted by the Committee that reflect
the requirements of Code Section 409A(a)(2)(B)(i) and applicable guidance
thereunder.

     

    2.34           “Stock Appreciation Right” or “SAR” means an Award, granted
alone or in connection with a related Option, designated as an SAR, pursuant to
the terms of Article 7 herein.

     

    2.35           “Subsidiary” means any corporation,
partnership, joint venture, or other entity in which SCANA has a majority voting
interest.

     

            
2.36           “Tandem SAR” means an SAR that is granted
in connection with a related Option pursuant to Article 7 herein, the exercise
of which shall require forfeiture of the right to purchase a Share under the
related Option (and when a Share is purchased under the Option, the Tandem SAR
shall similarly be canceled).

     

    Article
3.          
Administration

     

    3.1           General. The Plan shall be
administered by the Committee.  The members of the Committee shall be
appointed from time to time by, and shall serve at the discretion of, the Board
of Directors. The Committee shall have the authority to delegate administrative
duties to officers of the Company.

     

    3.2           Authority of the Committee.
Except as limited by law or by the Articles of Incorporation or Bylaws of SCANA,
and subject to the provisions herein, the Committee shall have full power to
select Eligible Employees who shall participate in the Plan; determine the sizes
and types of Awards; determine the terms and conditions of Awards in a manner
consistent with the Plan; construe and interpret the Plan and any agreement or
instrument entered into under the Plan; establish, amend, or waive rules and
regulations for the Plan’s administration; and (subject to the provisions of
Article 15 herein) amend the terms and conditions of any outstanding Award
as provided in the Plan. Further, the Committee shall make all other
determinations which may be necessary or advisable for the administration of the
Plan.

     

    3.3           Decisions Binding. All
determinations and decisions made by the Committee pursuant to the provisions of
the Plan and all related orders and resolutions of the Committee shall be final,
conclusive and binding on all persons, including SCANA, its shareholders,
Directors, Eligible Employees, Participants and their estates and
beneficiaries.

     


    
      
        
           


          
          

        

         


      

      
         


        
        

      

      
         


      

    


    Article
4.           Shares Subject to
the Plan and Maximum Awards

     

    4.1           Number of Shares Available for
Grants. Subject to adjustment as provided in Section 4.2 herein, the
number of Shares hereby reserved for issuance to Participants under the Plan
shall be five million (5,000,000), no more than one million (1,000,000) of which
may be granted in the form of Restricted Stock.  The following rules
shall apply to grants of Awards under the Plan:

     

    
      	
               
      

            	
              (a)

            	
              Stock Options: The
      maximum aggregate number of Shares that may be granted in the form of
      Stock Options, pursuant to any Award granted in any one fiscal year to any
      one single Participant shall be three hundred thousand (300,000)
      Shares.

            


    

     

    
      	
               
      

            	
              (b)

            	
              SARs: The maximum
      aggregate number of Shares that may be granted in the form of Stock
      Appreciation Rights, pursuant to any Award granted in any one fiscal year
      to any one single Participant shall be three hundred thousand (300,000)
      Shares.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Restricted Stock: The
      maximum aggregate grant with respect to Awards of Restricted Stock granted
      in any one fiscal year to any one Participant shall be one hundred fifty
      thousand (150,000) Shares.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Performance Shares: The
      maximum aggregate payout (determined as of the end of the applicable
      performance period) with respect to Awards of Performance Shares granted
      in any one fiscal year to any one Participant shall be equal to the value
      of two hundred thousand (200,000)
Shares.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Performance Units: The
      maximum aggregate payout (determined as of the end of the applicable
      performance period) with respect to Awards of Performance Units granted in
      any one fiscal year to any one Participant shall be equal to the value of
      one million dollars ($1,000,000).

            


    

     

    
      	
               
      

            	
              (f)

            	
              Restricted Stock Units:
      The maximum aggregate payout (determined as of the date of grant) with
      respect to Awards of Restricted Stock Units granted in any one fiscal year
      to any one Participant shall be equal to the value of one hundred fifty
      thousand (150,000) Shares; provided, however, that the maximum aggregate
      grant of Restricted Stock and Restricted Stock Units for any one fiscal
      year shall be coordinated so that in no event shall any one Participant be
      awarded more than the value of one hundred fifty thousand (150,000) Shares
      taking into account all such
grants.

            


    

     

    4.2           Adjustments for Awards and
Payouts. Unless determined otherwise by the Committee, the following
Awards and Payouts shall reduce, on a one-for-one basis, the number of Shares
available for issuance under the Plan:

     

    (a)           An
Award of an Option;

     

    (b)           An
Award of an SAR (except a Tandem SAR);

     


    
      
        
           


          
          

        

         


      

      
         


        
        

      

      
         


      

    


    (c)           An
Award of Restricted Stock;

     

    (d)           A
payout of a Performance Share Award in Shares; and

     

    (e)           A
payout of a Performance Unit Award in Shares.

     

    Unless
determined otherwise by the Committee, unless a Participant has received a
benefit of ownership such as dividend or voting rights with respect to the
Award, the following transactions shall restore, on a one-for-one basis, the
number of Shares available for issuance under the Plan:

     

    
      	
               
      

            	
              (a)

            	
              A
      payout of an SAR, Tandem SAR, or Restricted Stock Award in the form of
      cash; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              A
      cancellation, termination, expiration, forfeiture or lapse for any reason
      (with the exception of the termination of a Tandem SAR upon exercise of
      the related Options, or the termination of a related Option upon exercise
      of the corresponding Tandem SAR) of any Award payable in
      Shares.

            


    

     

    4.3           Adjustments in Authorized
Shares. In the event of any change in corporate capitalization, such as a
stock split, or a corporate transaction, such as any merger, consolidation,
separation, including a spin-off, or other distribution of stock or property of
SCANA, any reorganization (whether or not such reorganization comes within the
definition of such term in Code Section 368) or any partial or complete
liquidation of SCANA, such adjustment shall be made in the number and class of
Shares which may be delivered under Section 4.1, in the number and class of
and/or price of Shares subject to outstanding Awards granted under the Plan, and
in the Award limits set forth in Section 4.1, as may be determined to be
appropriate and equitable by the Committee, in its sole discretion, to prevent
dilution or enlargement of rights; provided, however, that the number of Shares
subject to any Award shall always be a whole number.

     

    Article
5.           Eligibility and
Participation

     

    5.1           Eligibility. Persons eligible
to participate in this Plan are those Employees who are designated Eligible
Employees by the Committee. In no event, however, shall any ISOs be granted to
any person who owns more than 10% of the total combined voting power of all
classes of stock of SCANA.

     

    5.2           Actual Participation. Subject
to the provisions of the Plan, the Committee may, from time to time, select in
its sole and broad discretion, upon or without the recommendation of officers of
the Company, from all Eligible Employees, those to whom Awards shall be granted
and shall determine the nature and amount of each Award.

     

    Article
6. Stock Options

     

    6.1           Grant of Options. Subject to
the terms and provisions of the Plan, Options may be granted to Participants in
such number, and upon such terms, and at any time and from time to time as
shall be determined by the Committee.

     


    
      
        
           


          
          

        

         


      

      
         


        
        

      

      
         


      

    


    6.2           Award Agreement. Each Option
grant shall be evidenced by an Award Agreement that shall specify the Option
Price, the duration of the Option, the number of Shares to which the Option
pertains, and such other provisions as the Committee shall determine. The Award
Agreement also shall specify whether the Option is intended to be an ISO within
the meaning of Code Section 422, or an NQSO whose grant is intended not to fall
under the provisions of Code Section 422.

     

    6.3           Option Price. The Option Price
for each grant of an Option under this Plan shall be at least equal to one
hundred percent (100%) of the Fair Market Value of a Share on the date the
Option is granted.

     

    6.4           Duration of Options. Each
Option granted to a Participant shall expire at such time as the Committee shall
determine at the time of grant; provided, however, that no Option shall be
exercisable later than the tenth (10th) anniversary date of
its grant.

     

    6.5           Exercise of Options. Options
granted under this Article 6 shall be exercisable at such times and be
subject to such restrictions and conditions as the Committee shall in each
instance approve, which need not be the same for each grant or for each
Participant.

     

    6.6           Payment. Options granted under
this Article 6 shall be exercised by the delivery of a written notice of
exercise to SCANA, setting forth the number of Shares with respect to which the
Option is to be exercised, accompanied by full payment for the
Shares.

     

    The
Option Price upon exercise of any Option shall be payable to SCANA in full
either: (a) in cash or its equivalent, or (b) if permitted by the Award
Agreement, by tendering previously acquired Shares having an aggregate Fair
Market Value at the time of exercise equal to the total Option Price (provided
that the Shares which are tendered must have been held by the Participant for at
least six (6) months prior to their tender to satisfy the Option Price), or (c)
if permitted by the Award Agreement, by a combination of (a) and
(b).

     

    The
Committee also may allow cashless exercise as permitted under the Federal
Reserve Board’s Regulation T, subject to applicable securities law
restrictions, or by any other means which the Committee determines to be
consistent with the Plan’s purpose and applicable law.

     

    Subject
to any governing rules or regulations, as soon as practicable after receipt of a
written notification of exercise and full payment, SCANA shall deliver to the
Participant, in the Participant’s name, certificates evidencing the number of
Shares purchased under the Option(s).

     

    6.7           Restrictions on Share
Transferability. The Committee may impose such restrictions on any Shares
acquired pursuant to the exercise of an Option granted under this Article 6 as
it may deem advisable, including, without limitation, restrictions under
applicable federal securities laws, under the requirements of any stock exchange
or market upon which such Shares are then listed and/or traded, and under any
blue sky or state securities laws applicable to such Shares.

     

    6.8           Termination of Employment.
Each Participant’s Option Award Agreement shall set forth the extent to which
the Participant shall have the right to exercise the Option following
termination of the Participant’s employment with the Company. Such provisions
shall be determined in the sole discretion of the Committee, shall be included
in the Award Agreement entered into with each

     


    
      
        
           


          
          

        

         


      

      
         


        
        

      

      
         


      

    


    Participant,
need not be uniform among all Options issued pursuant to this Article 6, and may
reflect distinctions based on the reasons for termination.

     

    6.9                   
Nontransferability of
Options.

     

    (a)           Incentive Stock Options. No
ISO granted under the Plan may be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution. Further, all ISOs granted to a Participant under the
Plan shall be exercisable during his or her lifetime only by such
Participant.

     

    (b)           Nonqualified Stock Options.
Except as otherwise provided in a Participant’s Award Agreement, no NQSO granted
under this Article 6 may be sold, transferred, pledged, assigned or
otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution. Further, except as otherwise provided in a
Participant’s Award Agreement, all NQSOs granted to a Participant under this
Article 6 shall be exercisable during his or her lifetime only by such
Participant.

     

    Article
7.           Stock
Appreciation Rights

     

    7.1           Grant of SARs. Subject to the
terms and conditions of the Plan, SARs may be granted to Participants at any
time and from time to time as shall be determined by the Committee. The
Committee may grant Freestanding SARs, Tandem SARs or any combination of these
forms of SAR.

     

    The
Committee shall have complete discretion in determining the number of SARs
granted to each Participant (subject to Article 4 herein) and, consistent
with the provisions of the Plan, in determining the terms and conditions
pertaining to such SARs.

     

    The grant
price of a Freestanding SAR shall equal the Fair Market Value of a Share on the
date of grant of the SAR. The grant price of Tandem SARs shall equal the Option
Price of the related Option.

     

    7.2           Exercise of Tandem SARs.
Tandem SARs may be exercised for all or part of the Shares subject to the
related Option upon the surrender of the right to exercise the equivalent
portion of the related Option. A Tandem SAR may be exercised only with respect
to the Shares for which its related Option is then exercisable.

     

    Notwithstanding
any other provision of this Plan to the contrary, with respect to a Tandem SAR
granted in connection with an ISO: (i) the Tandem SAR will expire no later than
the expiration of the underlying ISO; (ii) the value of the payout with respect
to the Tandem SAR may be for no more than one hundred percent (100%) of the
difference between the Option Price of the underlying ISO and the Fair Market
Value of the Shares subject to the underlying ISO at the time the Tandem SAR is
exercised; and (iii) the Tandem SAR may be exercised only when the Fair Market
Value of the Shares subject to the ISO exceeds the Option Price of the
ISO.

     

    7.3           Exercise of Freestanding SARs.
Freestanding SARs may be exercised upon whatever terms and conditions the
Committee, in its sole discretion, imposes upon them.

     


    
      
        
           


          
          

        

         


      

      
         


        
        

      

      
         


      

    


    7.4           SAR Agreement. Each SAR grant
shall be evidenced by an Award Agreement that shall specify the grant price, the
term of the SAR, and such other provisions as the Committee shall
determine.

     

    7.5           Term of SARs. The term of an
SAR granted under the Plan shall be determined by the Committee, in its sole
discretion; provided, however, that such term shall not exceed ten (10)
years.

     

    7.6           Payment of SAR Amount. Upon
exercise of an SAR, a Participant shall be entitled to receive payment from the
Company in an amount determined by multiplying:

     

    
      	
               
      

            	
              (a)

            	
              The
      difference between the Fair Market Value of a Share on the date of
      exercise over the grant price; by

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      number of Shares with respect to which the SAR is
    exercised.

            


    

     

    At the
discretion of the Committee, the payment upon SAR exercise may be in cash, in
Shares of equivalent value, or in some combination thereof. The Committee’s
determination regarding the form of SAR payout shall be set forth in the Award
Agreement pertaining to the grant of the SAR.

     

    7.7           Termination of Employment.
Each SAR Award Agreement shall set forth the extent to which the Participant
shall have the right to exercise the SAR following termination of the
Participant’s employment with the Company. Such provisions shall be determined
in the sole discretion of the Committee, shall be included in the Award
Agreement entered into with Participants, need not be uniform among all SARs
issued pursuant to the Plan, and may reflect distinctions based on the reasons
for termination.

     

    7.8           Nontransferability of SARs.
Except as otherwise provided in a Participant’s Award Agreement, no SAR granted
under the Plan may be sold, transferred, pledged, assigned or otherwise
alienated or hypothecated, other than by will or by the laws of descent and
distribution. Further, except as otherwise provided in a Participant’s Award
Agreement, all SARs granted to a Participant under the Plan shall be exercisable
during his or her lifetime only by such Participant.

     

    Article
8.           Restricted
Stock

     

    8.1           Grant of Restricted Stock.
Subject to the terms and provisions of the Plan, the Committee, at any time and
from time to time, may grant Shares of Restricted Stock to Participants in such
amounts as the Committee shall determine.

     

    8.2           Restricted Stock Agreement.
Each Restricted Stock grant shall be evidenced by a Restricted Stock Award
Agreement that shall specify the Period(s) of Restriction, the number of Shares
of Restricted Stock granted, and such other provisions as the Committee shall
determine.

     

    8.3           Nontransferability. Except as
provided in this Article 8, the Shares of Restricted Stock granted herein
may not be sold, transferred, pledged, assigned or otherwise alienated or
hypothecated until the end of the applicable Period of Restriction established
by the Committee and specified in the Restricted Stock Award Agreement, or upon
earlier satisfaction of any other conditions, as specified

     


    
      
        
           


          
          

        

         


      

      
         


        
        

      

      
         


      

    


    by the
Committee in its sole discretion and set forth in the Restricted Stock Award
Agreement. All rights with respect to the Restricted Stock granted to a
Participant under the Plan shall be available during his or her lifetime only to
such Participant for the Period of Restriction.

     

    8.4           Other Restrictions. Subject to
Article 10 herein, the Committee shall impose such other conditions and/or
restrictions on any Shares of Restricted Stock granted pursuant to the Plan as
it may deem advisable including, without limitation, a requirement that
Participants pay a stipulated purchase price for each Share of Restricted Stock,
restrictions based upon the achievement of specific performance goals
(Company-wide, divisional, and/or individual), time-based restrictions on
vesting following the attainment of the performance goals, and/or restrictions
under applicable federal or state securities laws.

     

    The
Company may retain the certificates representing Shares of Restricted Stock in
the Company’s possession until such time as all conditions and/or restrictions
applicable to such Shares have been satisfied.

     

    Except as
otherwise provided in this Article 8, Shares of Restricted Stock covered by each
Restricted Stock grant made under the Plan shall become freely transferable by
the Participant after the last day of the applicable Period of
Restriction.

     

    8.5           Voting Rights. Participants
holding Shares of Restricted Stock granted hereunder may be granted the right to
exercise full voting rights with respect to those Shares during the Period of
Restriction.

     

    8.6           Dividends and Other
Distributions. During the Period of Restriction, Participants holding
Shares of Restricted Stock granted hereunder may be credited or paid regular
cash dividends with respect to such Shares or the Committee may apply any
restrictions to the payment of dividends that the Committee deems appropriate.
Without limiting the generality of the preceding sentence, if the grant or
vesting of Restricted Stock granted to a Covered Employee is designed to comply
with the requirements of the Performance-Based Exception, the Committee may
apply any restrictions it deems appropriate to the payment of dividends declared
with respect to such Restricted Stock, such that the dividends and/or the
Restricted Stock maintain eligibility for the Performance-Based
Exception.

     

    8.7           Termination of Employment.
Each Restricted Stock Award Agreement shall set forth the extent to which the
Participant shall have the right to receive nonvested Restricted Stock following
termination of the Participant’s employment with the Company. Such provisions
shall be determined in the sole discretion of the Committee, shall be included
in the Award Agreement entered into with each Participant, need not be uniform
among all Shares of Restricted Stock issued pursuant to the Plan, and may
reflect distinctions based on the reasons for termination; provided, however
that, except in the cases of terminations connected with a Change in Control and
terminations by reason of death or Disability, the vesting of Shares of
Restricted Stock which qualify for the Performance-based Exception and which are
held by Covered Employees shall occur at the time they otherwise would have, but
for the termination.

     


    
      
        
           


          
          

        

         


      

      
         


        
        

      

      
         


      

    


    Article
8A.           Restricted
Stock Units

     

    8A.1           Grant of Restricted Stock
Units. Subject to the terms of the Plan, RSUs may be granted to
Participants in such amounts and upon such terms, and at any time and from time
to time, as shall be determined by the Committee.

     

    8A.2           Restricted Stock Unit
Agreement. Each RSU grant shall be evidenced by a Restricted Stock Unit
Award Agreement that shall specify the Period(s) of Restriction, the number of
RSUs granted, and such other provisions as the Committee shall
determine.

     

    8A.3           Value of Restricted Stock
Unit. Each RSU shall have a value that is equal to the Fair Market Value
of a Share on the date of grant.

     

    8A.4           Vesting of Restricted Stock
Units.  Unless the Award Agreement provides otherwise, RSUs
shall vest 100% upon the third anniversary of the grant date.  Except
as otherwise provided in Article 8A.7 below, if the RSUs have not fully vested
as of the date the employment of a Participant has been terminated, the RSUs
shall be forfeited.

     

    8A.5           Form and Timing of Payment of
Restricted Stock Units.  Payment of RSUs shall be made in a
single lump sum cash payment as soon as administratively practicable after the
vesting date under Article 8A.4 or as otherwise determined under Section 8A.7
below.  The amount of such payment shall be equal to the Fair Market
Value of the RSUs on the vesting date.

     

    8A.6           Dividend
Equivalents.  Each RSU shall be credited with an amount equal
to the dividends paid on a Share between the date of grant and the date of such
RSU is paid to the Participant (if at all).  Dividend Equivalents
shall vest, if at all, upon the same terms and conditions governing the vesting
of RSUs under the Plan.  Payment of the dividend equivalent
shall  be made at the same time as payment of the RSU and shall be
made without interest or other adjustment.  If the RSU is forfeited,
the Participant shall have no right to dividend equivalents.

     

    8A.7           Separation from Service Due to Death,
Disability, or Retirement. In the event the employment of a Participant
is terminated by reason of the Participant’s Separation from Service on account
of death, Disability, or Retirement, prior to the date on which the RSUs would
otherwise have vested under Article 8A.4, the RSUs shall immediately vest and
payment of such RSUs (together with any dividend equivalents under Article 8A.6)
shall be made in a single lump sum cash payment as soon as practicable
thereafter; provided that, if the Participant is a Specified Employee, any such
payment shall be deferred until the earlier of (i) the first day of the seventh
month following the Participant’s Separation from Service (without regard to
whether the Participant is reemployed on that date) or (ii) the date of the
Participant’s death.

     

    8A.8           Nontransferability. RSUs may
not be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and
distribution.

     


    
      
        
           


          
          

        

         


      

      
         


        
        

      

      
         


      

    


    Article
9.           Performance
Units and Performance Shares

     

    9.1           Grant of Performance
Units/Shares. Subject to the terms of the Plan, Performance Units,
and/or Performance Shares may be granted to Participants in such amounts and
upon such terms, and at any time and from time to time, as shall be determined
by the Committee.

     

    9.2           Value of Performance
Units/Shares. Each Performance Unit shall have an initial value that
is established by the Committee at the time of grant. Each Performance Share
shall have an initial value equal to the Fair Market Value of a Share on the
date of grant. The Committee shall set performance goals in its discretion
which, depending on the extent to which they are met, will determine the number
and/or value of Performance Units/Shares that will be paid out to the
Participant. For purposes of this Article 9, the time period during which the
performance goals must be met shall be called a “Performance
Period.”

     

    9.3           Earning of Performance
Units/Shares. Subject to the terms of this Plan, after the applicable
Performance Period has ended, the holder of Performance Units/Shares shall be
entitled to receive payout on the number and value of Performance Units/Shares
earned by the Participant over the Performance Period, to be determined as a
function of the extent to which the corresponding performance goals have been
achieved.

     

    9.4           Form and Timing of Payment of
Performance Units/Shares. Payment of earned Performance Units/Shares
shall be made in a single lump sum following the close of the applicable
Performance Period. Subject to the terms of this Plan, the Committee, in its
sole discretion, may pay earned Performance Units/Shares in the form of cash or
in Shares (or in a combination thereof) which have an aggregate Fair Market
Value equal to the value of the earned Performance Units/Shares at the close of
the applicable Performance Period. Such Shares may be granted subject to any
restrictions deemed appropriate by the Committee.

     

    At the
discretion of the Committee, Participants may be entitled to receive any
dividends declared with respect to Shares which have been earned in connection
with grants of Performance Shares which have been earned, but not yet
distributed to Participants.

     

    9.5           Separation from Service Due to Death,
Disability or Retirement.  In the event a Participant incurs a
Separation from Service  on account of death, Disability, or
Retirement during a Performance Period, the Participant shall receive a payout
of the Performance Units/Shares as specified in the Participant’s Award
Agreement.  Notwithstanding the foregoing, with respect to Covered
Employees who incur a Separation from Service on account of Retirement during a
Performance Period, payments shall be made at the same time as payments are made
to Participants who did not terminate employment during the applicable
Performance Period.

     

    9.6           Termination of Employment for Other
Reasons. In the event that a Participant’s employment terminates for any
reason other than those reasons set forth in Section 9.5 herein, all Performance
Units/Shares shall be forfeited by the Participant to the Company unless
determined otherwise by the Committee and set forth in the Participant’s Award
Agreement.

     


    
      
        
           


          
          

        

         


      

      
         


        
        

      

      
         


      

    


    9.7           Nontransferability. Except as
otherwise provided in a Participant’s Award Agreement, Performance Units/Shares
may not be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution.
Further, except as otherwise provided in a Participant’s Award Agreement, a
Participant’s rights under the Plan with respect to Performance Units/Shares
shall be exercisable during the Participant’s lifetime only by the Participant
or the Participant’s legal representative.

     

    Article
10.        Performance Measures

     

    Unless
and until the Committee proposes for shareholder vote and shareholders approve a
change in the general performance measures set forth in this Article 10, the
attainment of which may determine the degree of payout and/or vesting with
respect to Awards to Covered Employees which are designed to qualify for the
Performance-Based Exception, the performance measure(s) to be used for purposes
of such grants may be measured at the SCANA level, at a subsidiary level, or at
an operating unit level and shall be chosen from among:

     

    (a)           Earnings
per share;

     

    (b)           Return
measures (including, but not limited to, return on assets, equity, or
sales);

     

    
      	
               
      

            	
              (c)

            	
                  
      Cash flow return on investments which equals net cash flow divided by
      owners equity;

            


    

     

    (d)           Earnings
before or after taxes;

     

    (e)           Gross
revenues; and

     

    (f)           Share
price (including, but not limited to, growth measures and total shareholder
return).

     

    The
Committee shall have the discretion to adjust the determinations of the degree
of attainment of the preestablished performance goals; provided, however, that
Awards which are designed to qualify for the Performance-Based Exception, and
which are held by a Covered Employee, may not be adjusted upward (the Committee
shall retain the discretion to adjust such Awards downward).

     

    In the
event that applicable tax and/or securities laws change to permit the Committee
discretion to alter the governing performance measures without obtaining
shareholder approval of such changes, the Committee shall have sole discretion
to make such changes without obtaining shareholder approval. In addition, in the
event that the Committee determines that it is advisable to grant Awards which
shall not qualify for the Performance-Based Exception, the Committee may make
such grants without satisfying the requirements of Code Section
162(m).

     

    In the
case of any Award which is granted subject to the condition that a specified
performance measure be achieved, no payment under such Award shall be made prior
to the time that the Committee certifies in writing that the performance measure
has been satisfied.  For this purpose, approved minutes of the
Committee meeting at which the certification is made will be treated as a
written certification.  No such certification is required, however, in
the case of an Award that is based solely on an increase in the value of a Share
from the date such Award was made.

     


    
      
        
           


          
          

        

         


      

      
         


        
        

      

      
         


      

    


    Article
11.           Beneficiary
Designation

     

    Each
Participant under the Plan may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) to whom any
benefit under the Plan is to be paid in case of his or her death before he or
she receives any or all of such benefit. Each such designation shall revoke all
prior designations by the same Participant, shall be in a form prescribed by the
Company, and will be effective only when filed by the Participant in writing
with the Company during the Participant’s lifetime. In the absence of any such
designation, benefits remaining unpaid at the Participant’s death shall be paid
to the Participant’s estate.

     

    Article
12.          Rights of
Employees

     

    12.1           Employment. 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.

     

    12.2           Participation. No Eligible
Employee shall have the right to be selected to receive an Award under this
Plan, or, having been so selected, to be selected to receive a future
Award.

     

    Article
13.           Change in
Control

     

    13.1           Outstanding
Awards.  Upon the occurrence of a Change in Control, any and
all Options and SARs granted hereunder shall become immediately exercisable, and
shall remain exercisable throughout their entire term; and any restriction
periods and restrictions imposed on Restricted Stock  and Restricted
Stock Units which are not performance-based shall lapse.  The
treatment of any other Awards which are performance-based shall be addressed in
the Participant’s Award Agreement. Distribution of Restricted Stock Unit Awards
shall be addressed in the Participant’s Award Agreement.

     

    13.2           Termination, Amendment,
and   Modifications of Change-in-Control Provisions.
Notwithstanding any other provision of this Plan (but subject to the limitations
of Section 15.3 hereof) or any Award Agreement provision, the provisions of
this Article 14 and the “change in control” provisions of any Award Agreement
may not be terminated, amended, or modified on or after the date of a Change in
Control to affect adversely any Award theretofore granted under the Plan without
the prior written consent of the Participant with respect to said Participant’s
outstanding Awards; provided, however, the Committee may terminate, amend, or
modify this Article 14 at any time and from time to time prior to the date of a
Change in Control.

     

    Article
14.           Amendment,
Modification and Termination

     

    14.1           Amendment, Modification and
Termination. Subject to the terms of the Plan, the Committee may at any
time and from time to time, alter, amend, suspend or terminate the Plan in whole
or in part for any purpose which the Committee deems appropriate and that is
otherwise consistent with Section 409A of the Code; provided, however, no
amendment shall without shareholder approval (i) increase the total number of
Shares that may be issued under the Plan or the maximum awards thereunder as set
forth in Section 4.1(ii) modify the requirements as to eligibility

     


    
      
        
           


          
          

        

         


      

      
         


        
        

      

      
         


      

    


    for
benefits under the Plan or (iii) reduce the exercise price of an outstanding
Option, whether through direct amendment to the exercise price, through
cancellation and replacement of the Option, or otherwise.

     

    14.2           Adjustment of Awards Upon the
Occurrence of Certain Unusual or Nonrecurring Events. The Committee may
make adjustments in the terms and conditions of, and the criteria included in,
Awards in recognition of unusual or nonrecurring events (including, without
limitation, the events described in Section 4.3 hereof) affecting the Company or
the financial statements of the Company or of changes in applicable laws,
regulations, or accounting principles, whenever the Committee determines that
such adjustments are appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the Plan;
provided that, unless the Committee determines otherwise at the time such
adjustment is considered, no such adjustment shall be authorized to the extent
that such authority would be inconsistent with the Plan’s meeting the
requirements of Sections 162(m) and 409A of the Code, as from time to time
amended.

     

    14.3           Awards Previously Granted.
Notwithstanding any other provision of the Plan to the contrary (but subject to
Section 14.3 hereof), no termination, amendment, or modification of the
Plan shall adversely affect in any material way any Award previously
granted under the Plan, without the written consent of the Participant holding
such Award.

     

    14.4           Compliance with Code Section
162(m). At all times when Code Section 162(m) is applicable, all
Awards granted under this Plan to Covered Employees shall comply with the
requirements of Code Section 162(m); provided, however, that in the event
the Committee determines that such compliance is not desired with respect to any
Award or Awards available for grant under the Plan, then compliance with Code
Section 162(m) will not be required. In addition, in the event that changes
are made to Code Section 162(m) to permit greater flexibility with respect to
any Award or Awards available under the Plan, the Committee may, subject to this
Article 15, make any adjustments it deems appropriate.

     

    Article
15.          
Withholding

     

    15.1           Tax Withholding. The Company
shall have the power and the right to deduct or withhold, or require a
Participant to remit to the Company, an amount sufficient to satisfy federal,
state, and local taxes, domestic or foreign, required by law or regulation to be
withheld with respect to any taxable event arising as a result of this
Plan.

     

    15.2           Share Withholding. With
respect to withholding required upon the exercise of Options or SARs, upon the
lapse of restrictions on Restricted Stock, or upon any other taxable event
arising as a result of Awards granted hereunder, Participants may elect, subject
to the approval of the Committee, to satisfy the withholding requirement, in
whole or in part, by having SCANA withhold Shares having a Fair Market Value on
the date the tax is to be determined equal to the minimum statutory total tax
which could be imposed on the transaction. All such elections shall be
irrevocable, made in writing, and signed by the Participant, and shall be
subject to any restrictions or limitations that the Committee, in its sole
discretion, deems appropriate.

     


    
      
        
           


          
          

        

         


      

      
         


        
        

      

      
         


      

    


    Article
16.          
Indemnification

     

    Each
person who is or shall have been a member of the Committee, or of the Board,
shall be indemnified and held harmless by SCANA against and from any loss, cost,
liability, or expense that may be imposed upon or reasonably incurred by him or
her in connection with or resulting from any claim, action, suit, or proceeding
to which he or she may be a party or in which he or she may be involved by
reason of any action taken or failure to act under the Plan and against and from
any and all amounts paid by him or her in settlement thereof, with SCANA’s
approval, or paid by him or her in satisfaction of any judgment in any such
action, suit or proceeding against him or her, provided he or she shall give
SCANA an opportunity, at its own expense, to handle and defend the same before
he or she undertakes to handle and defend it on his or her own behalf. The
foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under SCANA’s Articles of
Incorporation or Bylaws, as a matter of law, or otherwise, or any power that
SCANA may have to indemnify them or hold them harmless.

     

    Article
17.          
Successors

     

    All
obligations of SCANA under the Plan with respect to Awards granted hereunder
shall be binding on any successor to SCANA.

     

    Article
18.           Legal
Construction

     

    18.1           Gender and Number. Except
where otherwise indicated by the context, any masculine term used herein also
shall include the feminine; the plural shall include the singular and the
singular shall include the plural.

     

    18.2           Severability. In the event any
provision of the Plan shall be held illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining parts of the Plan, and
the Plan shall be construed and enforced as if the illegal or invalid provision
had not been included.

     

    18.3           Requirements of Law. The
granting of Awards and the issuance of Shares under the Plan shall be subject to
all applicable laws, rules, and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be
required.

     

    18.4           Securities Law Compliance.
With respect to officers and directors of the Company subject to Section 16 of
the Exchange Act, transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successors under the Exchange
Act. To the extent any provision of the Plan or action by the Committee fails to
so comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Committee.

     

    18.5           Governing Law. To the extent
not preempted by federal law, the Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of South
Carolina.

     


    
      
        
           


          
          

        

         


      

      
         


        
        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Corporation has caused this SCANA Long-Term Equity
Compensation Plan to be executed by its duly authorized officer this 15th day of
December, 2008 to be effective as of the dates specified herein

     

    SCANA
CORPORATION

     

                            By:
/s/ W. B.
Timmerman                                                                        

    


                            Title: President and
CEO        
                                                                

    


    


    ATTEST:

    


    /s/ Gina
Champion       
                                                      

    Secretary