exh10-11.htm


                                                                                                                                                                 
Exhibit 10.10

    


    


    


    


    


    


    SCANA
CORPORATION

    


    SUPPLEMENTARY KEY
EXECUTIVE

    SEVERANCE BENEFITS
PLAN

    


    


    


    as
amended and restated

    effective
as of

    January
1, 2009

    


    


    



    
      
        
          


           

          


        

         


      

      
         


        
        

      

      
         


      

    


    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.

                                            	
                                              ELIGIBILITY AND
    PARTICIPATION

                                            	
                                              7

                                            
	 
      	 
      	 
      
	
                                              3.1

                                            	
                                              ELIGIBILITY

                                            	
                                              7

                                            
	
                                              3.3

                                            	
                                              TERMINATION
      OF PARTICIPATION

                                            	
                                              7

                                            
	 
      	 
      	 
      
	
                                              SECTION 4.

                                            	
                                              BENEFITS

                                            	
                                              8

                                            
	 
      	 
      	 
      
	
                                              4.1

                                            	
                                              RIGHT
      TO PLAN BENEFITS

                                            	
                                              8

                                            
	
                                              4.2

                                            	
                                              QUALIFYING
      TERMINATION

                                            	
                                              8

                                            
	
                                              4.3

                                            	
                                              DESCRIPTION
      OF SKESBP BENEFITS

                                            	
                                              8

                                            
	
                                              4.4

                                            	
                                              TERMINATION
      FOR TOTAL AND PERMANENET DISABILITY

                                            	
                                              10

                                            
	
                                              4.5

                                            	
                                              TERMINATION
      FOR RETIRMENT OR DEATH

                                            	
                                              10

                                            
	
                                              4.6

                                            	
                                              TERMINATION
      FOR CAUSE OR BY PARTICIPANT OTHER THAN FOR GOOD REASON

                                            	
                                              10

                                            
	
                                              4.7

                                            	
                                              NOTICE
      OF TERMINATION

                                            	
                                              11

                                            
	
                                              4.8

                                            	
                                              PARTICIPANT’S
      OBLIGATIONS

                                            	
                                              11

                                            
	
                                              4.9

                                            	
                                              TERMINATION
      FOR JUST CAUSE

                                            	
                                              11

                                            
	
                                              4.10

                                            	
                                              GROSS-UP
      PAYMENT

                                            	
                                              11

                                            
	
                                              4.11

                                            	
                                              TAX
      COMPUTATION

                                            	
                                              12

                                            
	
                                              4.12

                                            	
                                              FORM
      AND TIMING OF SKESBP BENEFITS

                                            	
                                              12

                                            
	
                                              4.13

                                            	
                                              NO
      SUBSEQUENT RECALCULATION OF PLAN LIABILITY

                                            	
                                              12

                                            
	
                                              4.14

                                            	
                                              BENEFITS
      UNDER OTHER PLANS

                                            	
                                              12

                                            
	 
      	 
      	 
      
	
                                              SECTION 5.

                                            	
                                              BENEFICIARY DESIGNATION

                                            	
                                              13

                                            
	 
      	 
      	 
      
	
                                              5.1

                                            	
                                              DESIGNATION
      OF BENEFICIARY

                                            	
                                              13

                                            
	
                                              5.2

                                            	
                                              DEATH
      OF BENEFICIARY

                                            	
                                              13

                                            
	
                                              5.3

                                            	
                                              INEFFECTIVE
      DESIGNATION

                                            	
                                              13

                                            
	 
      	 
      	 
      
	
                                              SECTION 6.

                                            	
                                              GENERAL PROVISIONS

                                            	
                                              14

                                            
	 
      	 
      	 
      
	
                                              6.1

                                            	
                                              CONTRACTURAL
      OBLIGATION

                                            	
                                              14

                                            
	
                                              6.2

                                            	
                                              UNSECURED
      INTEREST

                                            	
                                              14

                                            
	
                                              6.3

                                            	
                                              “RABBI”
      TRUST

                                            	
                                              14

                                            
	
                                              6.4

                                            	
                                              SUCCESSORS

                                            	
                                              14

                                            
	
                                              6.5

                                            	
                                              EMPLOYMENT/PARTICIPATION
      RIGHTS

                                            	
                                              14

                                            
	
                                              6.6

                                            	
                                              NONALIENATION
      OF BENEFITS

                                            	
                                              15

                                            
	
                                              6.7

                                            	
                                              SEVERABILITY

                                            	
                                              15

                                            
	
                                              6.8

                                            	
                                              NO
      INDIVIDUAL LIABILITY

                                            	
                                              15

                                            
	
                                              6.9

                                            	
                                              APPLICABLE
      LAW

                                            	
                                              15

                                            
	
                                              6.10

                                            	
                                              LEGAL
      FEES AND EXPENSES

                                            	
                                              16

                                            
	
                                              6.11

                                            	
                                              ARBITRATION

                                            	
                                              16

                                            
	 
      	 
      	 
      
	
                                              SECTION 7.

                                            	
                                              PLAN ADMINISTRATION, AMENDMENT AND
      TERMINATION

                                            	
                                              17

                                            
	 
      	 
      	 
      
	
                                              7.1

                                            	
                                              IN
      GENERAL

                                            	
                                              17

                                            
	
                                              7.2

                                            	
                                              CLAIMS
      PROCEDURE

                                            	
                                              17

                                            
	
                                              7.3

                                            	
                                              FINALITY
      OF DETERMINATION

                                            	
                                              17

                                            
	
                                              7.4

                                            	
                                              DELEGATION
      OF AUTHORITY

                                            	
                                              17

                                            
	
                                              7.5

                                            	
                                              EXPENSES

                                            	
                                              17

                                            
	
                                              7.6

                                            	
                                              TAX
      WITHHOLDING

                                            	
                                              17

                                            
	
                                              7.7

                                            	
                                              INCOMPETENCY

                                            	
                                              17

                                            
	
                                              7.8

                                            	
                                              NOTICE
      OF ADDRESS

                                            	
                                              18

                                            
	
                                              7.9

                                            	
                                              AMENDMENT
      AND TERMINATION

                                            	
                                              18

                                            
	 
      	 
      	 
      
	
                                              SECTION 8.

                                            	
                                              EXECUTION

                                            	
                                              19

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    



    
      
         


      

      
         


        
        

      

      
         


      

    


    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 January 1, 2007, the Plan was amended and
restated to reflect various changes in the manner in which the benefits under
the Plan are calculated and other administrative changes.  Effective
January 1, 2009, the Plan is amended and restated to comply with the
requirements of Code Section 409A.

    


    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, 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
Human Resources Committee of the Board.  Any references in this Plan
to the “Committee” shall be deemed to include references to the designee
appointed by the Committee under Section 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)           A
material diminution in the Participant’s Base Salary;

     

    (ii)           A
material diminution in the Participant’s authority, duties, or
responsibilities;

     

    (iii)           A
material diminution in the authority, duties, or responsibilities of the
supervisor to whom the Participant is required to report, including a
requirement that the Participant report to a Company officer or Employee instead
of reporting directly to the Board;

     

    (iv)           A
material diminution in the budget over which the Participant retains
authority;

     

    (v)           A
material change in the geographic location at which the Participant must perform
the services; and

     

    (vi)           Any
other action or inaction that constitutes a material breach by the Company of
the agreement under which the Participant provides services.

     

    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 Securities and Exchange
Commission under Section 9(a)(2) of the 1935 Act 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 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, provided the Notice of Termination required under Section 4.7 has been
communicated timely.

    


    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 4.10 and Section 4.11 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)           If the Participant’s
benefit under the SCANA Corporation Supplemental Executive Retirement Plan is
determined using the final average pay formula under the SCANA Corporation
Retirement Plan, an amount equal to the present lump sum value
(determined using a reasonable interest rate determined by the Committee or its
designee) of the actuarial equivalent of the Participant’s accrued benefit under
the SCANA Corporation Retirement Plan
and the SCANA Corporation Supplemental Executive Retirement Plan through
the date of the Change in Control, calculated (in each case to the extent
applicable to calculating the Participant’s benefit):

    


    
      	
              (i)

            	
              as
      though the Participant had attained age 65 and completed 35 years of
      benefit service as of the date of the Change in Control;
    and

            


    

    


    
      	
              (ii)

            	
              as
      if the Participant’s “Final Average Earnings” under the SCANA Corporation
      Retirement Plan equaled the amount determined after applying
      cost-of-living increases (as determined by the Committee or its designee)
      to the Participant’s annual base salary from the date of the Change in
      Control until the date the Participant would reach age 65;
    and

            


    

    


    
      	
              (iii)

            	
              without
      regard to any early retirement or other actuarial reductions otherwise
      provided in any such plan,

            


    

    


    which
benefit shall be offset by the actuarial equivalent of the Participant's benefit
provided by the SCANA Corporation Retirement Plan and the Participant’s
benefit under
the SCANA Corporation Supplemental Executive Retirement
Plan.  For purposes of calculating the foregoing benefits,
“actuarial equivalent” shall be determined using the same methods and
assumptions in effect under the SCANA Corporation Retirement Plan, or any applicable
individual Participant agreement, immediately prior to the Change in
Control.

    


    (d)           If the Participant’s
benefit under the SCANA Corporation Supplemental Executive Retirement Plan is
determined using the cash balance formula under the SCANA Corporation Retirement
Plan, an amount equal to the Participant’s 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
amounts under (ii) and (iii):

    


    (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.

    


    (iii)           an
amount equal to the Participant’s benefit under the SCANA Corporation
Supplemental Executive Retirement Plan.

    


    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.

    


    (e)           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.  Such amount shall be reduced, but not below zero, by the
value of the Participant’s benefit under the SCANA Corporation Executive
Deferred Compensation Plan as of the date of the Change in Control.

    


    (f)           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

    (g)           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.  No Qualifying
Termination under Section 4.2(b) shall be deemed to have occurred unless the
Participant has given Notice of Termination to the Company specifying the Good
Reason event relied upon for such termination within 90 days after the initial
occurrence of such event following the Change in Control, and the Company has
not remedied such within 30 days of receipt of such Notice.

    


    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”), in connection with which the Committee
determines that a payment or distribution by the Corporation to or for the
benefit of a Participant

    


    (a)           Paid
or payable pursuant to the terms of this Plan; or

    


    (b)           Paid
or payable pursuant to the terms of the Performance Share Award portion of the
SCANA Corporation Long-Term Equity Compensation Plan (or any predecessor plan
thereto); or

    


    (c)           Paid
or payable under any other compensation plan or arrangement

    


    (“Gross-Up Eligible Payments”) would be subject
to the excise tax imposed by Section 4999 of the Code (or
any other similar tax
that may hereafter be imposed) on such benefits (the “Excise
Tax”), the Corporation shall pay to the Participant
an additional payment (the “Excise Tax
Gross-Up Payment”) to compensate such Participant for any Excise Tax due
and owing by the Participant with respect to the Gross-Up Eligible Payments.
 The Excise Tax Gross-Up Payment shall equal (i) the
amount of such Excise Taxes on Gross-Up Eligible Payments plus (ii) a payment to
compensate such Participant for the federal (and to the degree applicable, state
and local) income taxes, federal Medicare taxes and additional Excise Taxes
attributable to the amount of such additional payment, calculated in accordance
with Section 4.11.  The amount of
the Excise Tax Gross-Up Payment payable by the Corporation with respect to the
amounts described in Section 4.10(c) shall be offset by any gross-up payment
made by the Corporation with respect to the amounts referred to in Section
4.10(c) pursuant to the provisions of any other plan or
arrangement.  For all purposes of this Section 4.10, 4.11, and 4.13,
the calculations and determinations made shall be made periodically prior to a
Change in Control and only by the Committee as constituted from time to time
prior to a Change in Control.  On and after a Change in Control, the
Committee shall have no power or authority to modify the calculations previously
made prior to the Change in Control.

    


    4.11           Tax
Computation.  For purposes of determining whether a payment or
distribution is a Gross-Up Eligible Payment and the amount of the Excise Tax and
the Excise Tax Gross-Up Payment referred to in Section 4.10, the Committee shall
act reasonably and apply 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 Excise Tax 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 Excise Tax 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 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”
and referred to herein as the “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 15th day of December          ,
2008, to be effective as of January 1, 2009.

    


    SCANA CORPORATION

    


    By: /s/W. B.
Timmerman

    


    Title: President &
CEO

    


    


    ATTEST:

    


    


    /s/Gina
Champion

    Secretary