exh10-04.htm


    Exhibit
10.04

     

    


    


    


    


    SCANA
CORPORATION

     

    DIRECTOR COMPENSATION AND
DEFERRAL PLAN

     

    January
1, 2009

    


    


    


    


    



    
      
         


      

      
         


        
        

      

      
         


      

    


    SCANA
CORPORATION

     

    DIRECTOR COMPENSATION AND
DEFERRAL PLAN

     

    TABLE OF
CONTENTS

     

    
      	
              SECTION
      1.

            	
              ESTABLISHMENT
      AND PURPOSE

            	
              1

            
	 
      	 
      	 
      
	
              1.1

            	
              ESTABLISHMENT
      OF THE PLAN

            	
              1

            
	
              1.2

            	
              PURPOSE
      OF THE PLAN

            	
              1

            
	 
      	 
      	 
      
	
              SECTION
      2.

            	
              DEFINITIONS

            	
              2

            
	 
      	 
      	 
      
	
              2.1

            	
              DEFINITIONS

            	
              2

            
	
              2.2

            	
              GENDER
      AND NUMBER

            	
              4

            
	 
      	 
      	 
      
	
              SECTION
      3.

            	
              ELIGIBILITY
      AND PARTICIPATION

            	
              5

            
	 
      	 
      	 
      
	
              3.1

            	
              ELIGIBILITY

            	
              5

            
	
              3.2

            	
              ELECTION
      OF COMPENSATION PAYMENT

            	
              5

            
	
              3.3

            	
              PAYMENT
      OF COMPANY STOCK

            	
              5

            
	
              3.4

            	
              STOCK

            	
              5

            
	
              3.5

            	
              ISSUANCE
      OF COMPANY STOCK

            	
              6

            
	
              3.6

            	
              EFFECT
      OF STOCK DIVIDENDS AND OTHER CHANGES IN CAPITAL STRUCTURE

            	
              6

            
	 
      	 
      	 
      
	
              SECTION
      4.

            	
              ELECTION
      TO DEFER

            	
              7

            
	 
      	 
      	 
      
	
              4.1

            	
              DEFERRAL
      ELECTION

            	
              7

            
	
              4.2

            	
              DEFERRAL
      PERIOD

            	
              7

            
	
              4.3

            	
              ELECTION
      TO DEFER A PREVIOUSLY DEFERRED AMOUNT OR CHANGE THE MANNER OF
      PAYMENT

            	
              8

            
	
              4.4

            	
              ELECTION
      TO CHANGE THE DEFERRAL PERIOD AND/OR FORM OF PAYMENT FOR POST-2004 DCD
      LEDGERS

            	
              9

            
	 
      	 
      	 
      
	
              SECTION
      5.

            	
              CREDITING
      AND INVESTMENT OF DEFERRALS

            	
              10

            
	 
      	 
      	 
      
	
              5.1

            	
              DCD
      LEDGER

            	
              10

            
	
              5.2

            	
              ADJUSTMENT
      OF AMOUNTS CREDITED TO GROWTH INCREMENT LEDGER

            	
              10

            
	
              5.3

            	
              ADJUSTMENT
      OF AMOUNTS CREDITED TO COMPANY STOCK LEDGER

            	
              10

            
	
              5.4

            	
              DEEMED
      INVESTMENTS NOT ACTUAL INVESTMENTS

            	
              10

            
	
              5.5

            	
              CHARGES
      AGAINST DCD LEDGER

            	
              10

            
	 
      	 
      	 
      
	
              SECTION
      6.

            	
              PAYMENT
      OF DEFERRED AMOUNTS

            	
              11

            
	 
      	 
      	 
      
	
              6.1

            	
              PAAYMENT
      OF DEFERRED AMOUNTS

            	
              11

            
	
              6.2

            	
              MANNER
      OF PAYMENT

            	
              11

            
	
              6.3

            	
              FORM
      OF PAYMENT

            	
              11

            
	
              6.4

            	
              ACCELERATIOH
      OF PAYMENTS

            	
              12

            
	
              6.5

            	
              FINANCIAL
      EMERGENCY

            	
              13

            
	
              6.6

            	
              COMPLIANCE
      WITH DOMESTIC RELATIONS ORDER

            	
              14

            
	 
      	 
      	 
      
	
              SECTION
      7.

            	
              BENEFICIARY
      DESIGNATION

            	
              15

            
	 
      	 
      	 
      
	
              7.1

            	
              DESIGNATION
      OF BENEFICIARY

            	
              15

            
	
              7.2

            	
              DEALTH
      OF BENEFICIARY

            	
              15

            
	
              7.3

            	
              INEFFECTIVE
      DESIGNATION

            	
              15

            
	 
      	 
      	 
      
	
              SECTION
      8.

            	
              CHANGE
      IN CONTROL PROVISIONS

            	
              17

            
	 
      	 
      	 
      
	
              8.1

            	
              ACCELERATION
      DISTRIBUTIONS UPON CHANGE IN CONTROL

            	
              17

            
	
              8.2

            	
              SUCCESSORS

            	
              17

            
	
              8.3

            	
              AMENDMENT
      AND TERMINATION AFTER CHANGE IN CONTROL

            	
              18

            
	 
      	 
      	 
      
	
              SECTION
      9.

            	
              GENERAL
      PROVISIONS

            	
              19

            
	
              9.1

            	
              CONTRACTUAL
      OBLIGATION

            	
              19

            
	
              9.2

            	
              UNSECURED
      INTEREST

            	
              19

            
	
              9.3

            	
              “RABBI”
      TRUST

            	
              19

            
	
              9.4

            	
              NONALIENATION
      OF BENEFITS

            	
              19

            
	
              9.5

            	
              SEVERABILITY

            	
              20

            
	
              9.6

            	
              NO
      INDIVIDUAL LIABILITY

            	
              20

            
	
              9.7

            	
              APPLICABLE
      LAW

            	
              20

            
	 
      	 
      	 
      
	
              SECTION
      10.

            	
              PLAN
      ADMINISTRATION, AMENDMENT AND TERMINATION

            	
              21

            
	 
      	 
      	 
      
	
              10.1

            	
              IN
      GENERAL

            	
              21

            
	
              10.2

            	
              CLAIMS
      PROCEDURE

            	
              21

            
	
              10.3

            	
              FINALITY
      OF DETERMINATION

            	
              21

            
	
              10.4

            	
              DELEGATION
      OF AUTHORITY

            	
              21

            
	
              10.5

            	
              EXPENSES

            	
              21

            
	
              10.6

            	
              TAX
      WITHHOLDING

            	
              21

            
	
              10.7

            	
              INCOMPETENCY

            	
              21

            
	
              10.8

            	
              ACTION
      BY COMPANY

            	
              22

            
	
              10.9

            	
              NOTICE
      OF ADRESS

            	
              22

            
	
              10.10

            	
              AMENDMENT
      AND TERMINATION

            	
              22

            
	
              10.11

            	
              PLAN
      TO COMPLY WITH CODE SECTION 409A

            	
              22

            
	 
      	 
      	 
      
	
              SECTION
      11.

            	
              EXECUTION

            	
              23

            
	 
      	 
      	 
      


    

    


    
 

     


    
      
         


      

      
         


        
        

      

      
         


      

    


    SCANA
CORPORATION

     

    DIRECTOR COMPENSATION AND
DEFERRAL PLAN

     

    SECTION
1.  ESTABLISHMENT
AND PURPOSE

     

    
      	
              1.1

            	
              Establishment of the
      Plan.  SCANA Corporation (the “Company”) established the
      SCANA Corporation Nonemployee Director Stock Plan, effective as of January
      1, 1997.  Effective as of January 1, 2001, the plan was renamed
      the “SCANA Corporation Director Compensation and Deferral Plan”
      (hereinafter called the “Plan”) and amended and restated to include a
      deferred compensation component.  Effective as of January 1,
      2009, the Plan is amended and restated as provided herein to comply with
      the requirements of Code Section
409A.

            


    

     

    
      	
              1.2

            	
              Purpose of the
      Plan.  The purpose of the Plan is to promote the
      achievement of long-term objectives of the Company by linking the personal
      interests of Nonemployee Directors, as defined in Section 2(q) herein, to
      those of the Company’s shareholders and to attract and retain Nonemployee
      Directors of outstanding competence by mandating that a certain portion as
      may be determined from time to time of the Retainer Fee of each
      Participant as defined in Section 2(t) herein, be paid in Company Stock,
      unless such amount is voluntarily deferred to a future date in accordance
      with the Plan’s terms.  The Plan is intended to conform to the
      provisions of Rule 16b-3 of the Securities Exchange Act of 1934, as
      amended, or any replacement rule in effect from time to time (“Rule
      16b-3”).  The Plan also provides a means by which Nonemployee
      Directors may defer certain additional amounts to some future
      period.

            


    


    
      
         


      

      
         


        
        

      

      
         


      

    


    
      	
               
      

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

     

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

     

    (c)           “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 7
hereof.

     

    (d)           “Board of Directors”
means the board of directors of the Company.

     

    (e)           “Change in Control”
means a change in control of the Company 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 Act, whether or not the Company 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 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 Company;

     

    (ii)           During
any period of two (2) consecutive years (not including any period prior to the
execution of this Plan) there shall cease to be a majority of the Board of
Directors comprised as follows: individuals who at the beginning of such period
constitute the Board of Directors and any new director(s) whose election by the
Board of Directors or nomination for election by the Company’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 (the “1935 Act”),
authorizing a third party to acquire five percent (5%) or more of the Company’s
voting shares of capital stock; or

     

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

     

    
      	
               
      

            	
              (f)

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

            


    

     

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

     

    
      	
              (h)

            	
              “Company Stock”
      means the no par value common stock of the Company.  In the
      event of a change in the capital structure of the Company (as provided in
      Section 3.6), the shares resulting from such a change shall be deemed to
      be Company Stock within the meaning of the
Plan.

            


    

     

    
      	
              (i)

            	
              “Company Stock
      Ledger” means an appropriate bookkeeping record established in the
      DCD Ledger for which amounts credited are converted into hypothetical
      credited shares of Company Stock.

            


    

     

    (j)           “Compensation” means
Retainer Fees, meeting attendance fees and conference fees payable to such a
Participant during a Service Period by the Company.

     

    (k)           “Director” means an
individual who is a member of the Board of Directors.

     

    
      	
              (l)

            	
              “DCD Ledger”
      means an appropriate bookkeeping record which shall be established for
      each Participant which shall reflect: (1) the amounts deferred on behalf
      of each Participant; and (2) the crediting of deemed investments (and
      hypothetical earnings on those deemed investments) with respect to amounts
      deferred on behalf of each Participant.  Each DCD Ledger shall
      separately reflect the pre-2005 and post-2004 deferrals and hypothetical
      earnings thereon, and the portion of the post-2004 deferrals and
      hypothetical earnings thereon payable at a date certain and the portion
      payable when the Participant separates from service from the Board of
      Directors (referred to herein as a Participant’s “pre-2005 DCD Ledger” and
      “post-2004 DCD Ledger”).  A Participant’s pre-2005 DCD Ledger
      shall reflect amounts deferred hereunder before January 1, 2005 (and the
      earnings credited thereon before, on or after January 1, 2005) for which
      (i) the Participant had a legally binding right as of December 31, 2004,
      to be paid the amount, and (ii) such right to the amount was earned and
      vested as of December 31, 2004 and was credited to the Participant’s
      DCD Ledger hereunder.  Pre-2005 DCD Ledgers are treated as
      “grandfathered” for the purposes of Code Section 409A, and are governed by
      the terms of the Plan in effect as of October 3,
  2004.

            


    

     

    (m)           “Fair Market Value” of
Company Stock shall mean:

     

    (i)           if
the Company Stock is original issue stock, the average of the high and low sale
prices of a share of the Company Stock reported on the New York
Stock


    
      
         


      

      
         


        
        

      

      
         


      

    


    Exchange
Composite Tape as published in The Wall Street Journal for the trading date
immediately preceding the date Company Stock is awarded to a
Participant;

    


    (ii)           if
the Company Stock is purchased on the open market, the cost incurred by the
Company to purchase such Company Stock;

    


    (iii)           in
the case of any distribution, the closing price for shares of Company Stock on
the New York Stock Exchange on the date of distribution; and

    


    (iv)           in
the case of any other transaction hereunder designed to track the investment or
reinvestment of Company Stock, the closing price for shares of Company Stock on
the New York Stock Exchange on the measuring date.

    


    (n)           “Growth Increment”
means the amount of interest credited to amounts credited to a Participant’s
Growth Increment Ledger.

     

    
      	
              (o)

            	
              “Growth Increment
      Ledger” means an appropriate bookkeeping record established in the
      DCD Ledger for which amounts are credited with Growth
      Increments.

            


    

     

    
      	
              (p)

            	
              “Investor Plan”
      means the SCANA Investor Plus Plan.

            


    

     

    
      	
              (q)

            	
              “Nonemployee
      Director” means a Director who is not currently employed by the
      Company or any subsidiary of the Company (without regard to whether such
      individual was previously employed by the
  Company).

            


    

     

    (r)           “Participant” means a
Nonemployee Director satisfying the eligibility requirements of Section
3.

     

    (s)           “Plan” means the SCANA
Corporation Director Compensation and Deferral Plan.

     

    (t)           “Retainer Fees” means
the amount of compensation payable to each Participant with respect to services
rendered to the Company as a Director for the Service Period.  Such
term does not include fees for attending meetings of the Board of Directors or
committees of the Board of Directors and also does not include conference
fees.

     

    (u)           “Rule 16b-3” means
Rule 16b-3 of the Act, as amended, or any replacement rule in effect from time
to time.

     

    (v)           “Service Period” means
a calendar year.

     

    
      	
              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.
      All Nonemployee Directors shall automatically be eligible to participate
      in this Plan.

            


    

     

    
      	
              3.2

            	
              Election of
      Compensation Payment.

            


    

     

    
      	
              (a)

            	
              Unless
      otherwise deferred in accordance with Section 4, each Participant’s
      Retainer Fee amounts shall be paid to the Participant as soon as
      practicable after the beginning of each Service Period and such payment
      shall be made in shares of Company Stock or cash, all as determined by the
      Company or its delegate.

            


    

    


    
      	
              (b)

            	
              Unless
      otherwise deferred in accordance with Section 4, each Participant’s
      meeting attendance and conference fees shall be paid to the Participant at
      such times and in the form of cash or shares of Company Stock as
      determined by the Company or its
delegate.

            


    

    


    
      	
              (c)

            	
              With
      respect to all payments in Company Stock under this Section 3.2, and
      subject to Section 3.3, each Participant shall be entitled to a number of
      shares of Company Stock equal to the smallest number of whole shares of
      Company Stock which, when multiplied by Fair Market Value would equal no
      less than the equivalent amount of Compensation otherwise payable to the
      Participant.  Any remaining amounts owed shall be paid in
      cash.

            


    

    


    
      	
              3.3

            	
              Payment of Company
      Stock.  In connection with amounts to be paid during a
      Service Period under Section 3.2 which are paid in the form of Company
      Stock, each Participant may elect to have the shares of Company Stock to
      be issued to him pursuant to the Plan during the Service Period registered
      in his name.  In such case, all shares of Company Stock to be
      paid shall be issued as promptly as practicable after the amounts are
      otherwise payable.  If a Participant does not make such an
      election, all shares issued pursuant to the Plan during the Service Period
      will be deposited into an account in his name in the Investor
      Plan.  All cash dividends paid on shares deposited in the
      Investor Plan will be reinvested in additional shares of Company Stock
      unless the Participant notifies the Investor Plan in accordance with the
      terms thereof that he does not want to reinvest such
      dividends.  During the last quarter of each calendar year in
      which there is a change in the prospectus for the Investor Plan, all
      Participants who have not been provided previously with a copy of such
      changed prospectus shall be provided with a copy of the then-current
      prospectus.  In addition, each Participant who is not yet a
      participant in the Investor Plan shall be given an Investor Plan
      prospectus shortly before he becomes an Investor Plan
      participant.

            


    

    


    
      	
              3.4

            	
              Stock.   Company
      Stock issued pursuant to the Plan may be either original issue or stock
      purchased on the open market.  The Company has reserved an
      aggregate of 250,000 shares of original issue Company Stock for issuance
      pursuant to the Plan and has registered 250,000 shares with the Securities
      and Exchange Commission on

            


    


    
      
         


      

      
         


        
        

      

      
         


      

    


    a Form
S-8.  The maximum number of shares that may be issued pursuant to this
Plan is 250,000 shares subject to adjustment as provided in Section
3.6.  In the event of a change in the capital structure of the Company
(as provided in Section 3.6), the shares resulting from such change shall be
deemed to be Company Stock within the meaning of the Plan.  The
aggregate number of shares of Company Stock reserved shall be reduced by the
issuance of shares under the Plan.

    


    
      	
              3.5

            	
              Issuance of Company
      Stock.  Notwithstanding anything in this Plan to the
      contrary:

            


    

    


    
      	
              (a)

            	
              The
      Company shall not be required to issue or deliver any certificate for
      shares of Company Stock to a Participant before (i) such shares have been
      admitted to listing on the New York Stock Exchange, (ii) the Company has
      received any required registration or other qualification of such shares
      under any state or federal law or regulation that the Company’s counsel
      shall determine is necessary or advisable and (iii) the Company is
      satisfied that all applicable legal requirements have been complied
      with.  The Company may place on a certificate representing
      Company Stock any legend deemed necessary by the Company’s counsel to
      comply with federal or state securities laws.  Until the
      Participant has been issued a certificate for the shares of Company Stock
      acquired, the Participant shall possess no shareholder rights with respect
      to the shares.

            


    

    


    
      	
              (b)

            	
              If
      at any time there may not be sufficient shares available under the Plan to
      permit the awards of Company Stock, the awards shall be reduced pro rata
      (to zero, if necessary) so as not to exceed the number of shares then
      available for issuance under the
Plan.

            


    

    


    
      	
              3.6

            	
              Effect of Stock
      Dividends and Other Changes in Capital
      Structure.  Appropriate adjustments shall be made
      automatically to the number and kind of shares to be issued under the
      Plan, as well as to any deferred amounts credited to a Participant’s
      Company Stock Ledger and any other relevant provisions of the Plan, if
      there are any changes in the Company Stock by reason of a stock dividend,
      stock split, combination of shares, spin-off, reclassification,
      recapitalization, merger, consolidation or other change in the Company’s
      capital stock (including, but not limited to, the creation or issuance to
      shareholders generally of rights, options, or warrants for the purchase of
      common stock or preferred stock of the Company).  If the
      adjustment would produce fractional shares, the fractional shares shall be
      eliminated by rounding to the nearest whole share.  Any
      adjustments shall be made in a manner consistent with Rule
      16b-3.  Any such adjustments shall neither enhance nor diminish
      the rights of a Participant and the Company shall pay all costs of
      administering the Plan, including all commissions with respect to open
      market purchases.

            


    

    


    



    
      
         


      

      
         


        
        

      

      
         


      

    


    
      	
               
      

            	
              SECTION
      4.  ELECTION
      TO DEFER

            


    

    


     

    
      	
              4.1

            	
              Deferral
      Election.  Subject to the conditions set forth in this
      Plan, and such procedures established by the Company, a Participant may
      elect to defer amounts of Compensation as
  follows:

            


    

     

    
      	
               
      

            	
               (a)

            	
              At
      a time decided by the Company before the beginning of each Service Period,
      a Participant irrevocably may elect, by written notice to the Company’s
      Secretary (or his designee), to defer a portion of his Compensation earned
      for such Service Period. In the case of a Participant elected to the Board
      of Directors during the Service Period, the Participant may elect, within
      30 days of his election to the Board of Directors, to defer a portion of
      his Compensation for services to be performed subsequent to his election.
      Such election shall specify
whether:

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      Participant elects to defer all or a portion of his Retainer Fee and
      acknowledges that all such deferrals shall be credited to the Company
      Stock Ledger on his behalf; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Participant elects to defer all or a portion of his meeting attendance and
      conference fees and designates what portions of all such deferrals shall
      be credited on his behalf to either the Growth Increment Ledger or the
      Company Stock Ledger;

            


    

     

    provided,
however, that once any portion of a Participant’s Compensation is deferred and
credited to the Company Stock Ledger as provided herein, that portion of
Compensation may not subsequently be credited to the Growth Increment Ledger,
and once any portion of a Participant’s Compensation is deferred and credited to
the Growth Increment Ledger as provided herein, that portion of Compensation may
not subsequently be credited to the Company Stock Ledger.

     

    
      	
               
      

            	
              (b)

            	
              The
      deferral election specified in (a) above shall be applied to the
      Participant’s Compensation for each Service Period (or the portion of the
      Service Period, as applicable) to which the deferral election
      applies.  Any deferral election shall remain in effect for
      future Service Periods unless affirmatively changed in writing by the
      Participant and received by the Corporate Secretary by the time
      established for such purpose prior to the beginning of the Service Period
      for which the change is effective.

            


    

     

    
      	
               
      

            	
              (c)

            	
              If
      a Participant makes a deferral election under Section 4.1(a) whereby
      amounts are credited to the Company Stock Ledger on his behalf, dividends
      attributable to shares of Company Stock credited to his Company Stock
      Ledger shall be automatically deferred and deemed reinvested pursuant to
      Section 5.3.

            


    

     

    
      	
              4.2

            	
              Deferral
      Period.  With respect to deferrals made in accordance
      with Section 4.1, each Participant must elect a deferral period for each
      annual

            


    

     


    
      
         


      

      
         


        
        

      

      
         


      

    


    deferral.  Subject
to the additional deferral provisions of Section 4.3 and the acceleration
provisions of Section 6.4, any post-2004 deferral may be until the earlier of
(i) the Participant’s separation from service from the Board of Directors for
any reason or (ii) a date certain, subject to any limitations that the Company
(or its delegate) in its discretion may choose to apply at the time of the
deferral election.  All post-2004 deferrals to a date certain must be
to the same date certain.  In the absence of an election to the
contrary by the Participant for amounts deferred hereunder for any deferral
period, such deferrals shall be paid in a lump sum payment as soon as
practicable after the Participant’s separation from service from the Board of
Directors for any reason.

     

    
      	
              4.3

            	
              Election to Defer a
      Previously Deferred Amount or Change the Manner of
      Payment.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Subject
      to the acceleration provisions of Section 6.4 and the Board approval
      requirement of Section 4.3(b) with respect to pre-2005 deferrals, a
      Participant may elect an additional deferral period of at least sixty (60)
      months with respect to any previously deferred amount credited to the
      post-2004 DCD Ledger that is payable at a date certain, and an additional
      deferral period of at least twelve (12) months for each separate deferral
      credited to the pre-2005 DCD Ledger. With respect to amounts deferred
      until separation from service from the Board of Directors, Participants
      may also elect a new manner of payment permitted under Section 6.2 with
      respect to any previously deferred amounts, provided that in the case of
      amounts credited to post-2004 DCD Ledgers that are payable on separation
      from service from the Board of Directors, payments are delayed for sixty
      (60) months from the date payments would otherwise have commenced absent
      the election.  Any such election must be made by written notice
      to the Company (or its delegate) at least twelve (12) months before the
      expiration of the deferral period for any previously deferred amount with
      respect to which an additional deferral election is made (the
      “Modification Period”).

            


    

     

    
      	
               
      

            	
              (b)

            	
              A
      new deferral period election or a new form of payment election made
      pursuant to Subsection 4.3(a) above with respect to pre-2005 DCD Ledgers
      shall not be automatically binding upon the Company by the mere fact of
      the election request(s) having been made.  The Board of
      Directors (or its delegate) shall review each such election submitted and
      determine whether or not it is in the best interest of the Company to
      accept the elections as submitted.  Such Board of Directors (or
      delegate) review will be made on a case-by-case basis and all
      determinations shall be made by the Board of Directors (or its delegate)
      in its sole and complete discretion after consideration of such factors as
      it deems relevant, including broad economic and policy implications to the
      Company of approving any request.  The Board of Directors, or
      its delegate, shall notify each Participant in writing within the first
      sixty (60) days of the Modification Period as to whether the deferral
      period election or manner of payment election with respect to pre-2005 DCD
      Ledgers are accepted by the Company as submitted, and if not, the terms
      upon which such election(s) would be accepted; in the latter instance, the
      Participant shall, no later than on the seventy-fifth (75th) day of the
      Modification

            


    


    
      
         


      

      
         


        
        

      

      
         


      

    


    Period,
inform the Board of Directors (or its delegate) in writing of his acceptance or
rejection of the terms proffered by the Company (or its
delegate).  All determinations made by the Board of Directors or its
delegate shall be final and binding on all parties.

    


    
      	
              4.4

            	
              Election to Change the
      Deferral Period and/or Form of Payment for Post-2004 DCD
      Ledgers.

            


    

     

    Notwithstanding
Section 4.3(a), a Participant may elect at any time prior to January 1, 2009 to
change the deferral period (accelerate or defer) and/or method of payment with
respect to any post-2004 DCD Ledger that is not scheduled for payment in 2008 by
making written notice to the Board of Directors (or its delegates), provided
such change does not cause any amounts to be paid in 2008 or cause any amounts
otherwise payable in 2008 to be deferred to a later year.  Any new
deferral period and/or method of payment shall be subject to the requirements of
Section 6.


    
      
         


      

      
         


        
        

      

      
         


      

    


    SECTION
5.  CREDITING
AND INVESTMENT OF DEFERRALS

     

    
      	
              5.1

            	
              DCD
      Ledger.  The Company shall establish for each Participant
      a DCD Ledger which shall reflect the amounts deferred on behalf of each
      Participant.  In the sole discretion of the Company, one or more
      appropriate bookkeeping records shall be established in the DCD Ledger to
      reflect the deemed investments (and hypothetical earnings) made by each
      Participant in accordance with this Section 5 which shall include, but not
      be limited to, the Company Stock Ledger and the Growth Increment
      Ledger.  Each DCD Ledger shall separately reflect the pre-2005
      and post-2004 deferrals and hypothetical earnings thereon, and the portion
      of the post-2004 deferrals and hypothetical earnings thereon payable at a
      date certain and the portion payable when the Participant separates from
      service from the Board of
Directors.

            


    

    


    
      	
              5.2

            	
              Adjustment of Amounts
      Credited to Growth Increment Ledger.  All deferrals
      credited to each Participant’s Growth Increment Ledger will be credited
      with Growth Increments based on the prime interest rate charged from time
      to time by the Wachovia Bank, N.A.  The Company will have the
      authority to change the interest rate that may be applied to the Growth
      Increment Ledger.  The Participant’s Growth Increment Ledger
      shall be credited on the first day of each calendar quarter, with a Growth
      Increment computed on the average balance in the Participant’s Growth
      Increment Ledger during the preceding calendar quarter.  The
      Growth Increment shall be equal to the amount in said Growth Increment
      Ledger multiplied by the average interest rate selected by the Company
      during the preceding calendar quarter times a fraction the numerator of
      which is the number of days during such quarter and the denominator of
      which is 365.  Growth Increments will continue to be credited
      until all of a Participant’s benefits have been paid out of the
      Plan.

            


    

     

    
      	
              5.3

            	
              Adjustment of Amounts
      Credited to Company Stock Ledger.  All deferrals credited
      to each Participant’s Company Stock Ledger will be converted into
      hypothetical credited shares of Company Stock based on the Fair Market
      Value of the Company Stock on the date the deferrals would otherwise have
      been paid to the Participant.  The value of each Participant’s
      Company Stock Ledger shall be adjusted from time to time to reflect
      increases and decreases in shares of Company Stock as well as any stock or
      cash dividends, stock splits, or other changes in the capital structure of
      the Company (as provided in Section 3.6), that may from time to time be
      declared.  All dividends attributable to hypothetical shares of
      Company Stock credited to each Participant’s Company Stock Ledger shall be
      converted to additional credited shares of Company Stock as though
      reinvested as of the next business day after the dividend is
      paid.

            


    

    


    
      	
              5.4

            	
              Deemed Investments Not
      Actual Investments.  Nothing in this Plan shall be
      construed to require the investment of any deferrals in shares of Company
      Stock or any other investment or give a Participant any rights whatsoever
      with respect to any shares of Company Stock or with respect to any other
      investment.

            


    


    
      
         


      

      
         


        
        

      

      
         


      

    


    


    
      	
              5.5

            	
              Charges Against DCD
      Ledger.  There shall be charged against each
      Participant’s DCD Ledger any payments made to the Participant or to his
      Beneficiary in accordance with Section 6
hereof.

            


    


    
      
         


      

      
         


        
        

      

      
         


      

    


    SECTION
6.  PAYMENT
OF DEFERRED AMOUNTS

     

    
      	
              6.1

            	
              Payment of Deferred
      Amounts.  The aggregate amounts payable under Section 6.2
      as charges against the Participant’s amount credited in the DCD Ledger
      shall be paid commencing with the conclusion of the deferral period
      selected by the Participant pursuant to Section 4.2, Section 4.3, or
      Section 4.4 hereof.  The payments shall be made in the manner
      selected by the Participant under Section 6.2 of this
  Plan.

            


    

     

    
      	
              6.2

            	
              Manner of
      Payment.  Amounts credited to post-2004 DCD Ledgers that
      are scheduled to be paid at a “date certain” payment shall be made only in
      the form of a single sum payment as soon as practicable after the date
      certain.  With respect to amounts credited to pre-2005 DCD
      Ledgers, and amounts credited to post-2004 DCD Ledgers that are scheduled
      to be paid on separation from service from the Board, Participants must
      irrevocably elect (subject to permitted changes under Section 4.3 and the
      acceleration provisions of Section 6.4) to have payment made in accordance
      with one of the following distribution
forms:

            


    

     

    
      	
               
      

            	
              (i)

            	
              a
      single sum payment;

            


    

    
      	
               
      

            	
              (ii)

            	
              a
      designated number of installments payable monthly, quarterly or annually,
      as elected (and in the absence of an election, annually), payable over a
      specified period not in excess of twenty (20) years;
  or

            


    

    
      	
               
      

            	
              (iii)

            	
              in
      the case of a post-2004 DCD Ledger, payments in the form of annual
      installments with the first installment being a single sum payment of ten
      percent (10%) of the Ledger determined immediately prior to the date such
      payment is made with the balance of the post-2004 DCD Ledger paid in
      annual installments determined in accordance with Section 6.3 over a total
      specified period not in excess of twenty (20)
  years,

            


    

     

    
      	
               
      

            	
              which
      shall be paid or commence to be paid as soon as practicable after the
      conclusion of the deferral period elected pursuant to Section 4.2 or
      Section 4.3.  Any such election shall be made at the same time
      as the election made pursuant Section 4.1.  Unless otherwise
      specifically elected, payments of all deferred amounts will be made in a
      single sum payment made as soon as practicable after the conclusion of the
      deferral period elected pursuant to Section 4.2 or Section
      4.3.  If a Participant elects an installment form of payment but
      fails to specify between the installment form under Section 6.2(ii) or the
      installment form under Section 6.2(iii), the Participant’s benefit will be
      paid in the installment form under Section
  6.2(ii).

            


    

     

    
      	
              6.3

            	
              Form of
      Payment.  Amounts credited to a Participant’s Growth
      Increment Ledger and Company Stock Ledger shall be paid as
      follows:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Amounts
      credited to the Participant’s Growth Increment Ledger shall be paid in
      cash. If a Participant’s benefit hereunder is to be paid in installments,
      the amount

            


    

     


    
      
         


      

      
         


        
        

      

      
         


      

    


    of each
payment shall be equal to the amount credited to the Participant’s Growth
Increment Ledger at the time of payment multiplied by a fraction, the numerator
of which is one and the denominator of which is the number of installment
payments remaining.

     

    
      	
               
      

            	
              (b)

            	
              Amounts
      credited to the Participant’s Company Stock Ledger shall be paid in shares
      of Company Stock with any amount representing a partial share of Company
      Stock paid in cash.  A payment of an amount credited to the
      Participant’s Company Stock Ledger shall be converted into actual shares
      of Company Stock as soon as practicable prior to each payment being made
      to the Participant.  If a Participant’s benefit hereunder is to
      be paid in installments, the amount of each payment shall be equal to the
      number of shares of Company Stock then credited to the Participant’s
      Company Stock Ledger multiplied by a fraction, the numerator of which is
      one and the denominator of which is the number of installment payments
      remaining.  Any amounts attributable to a partial share of
      Company Stock as of any installment payment date shall be paid in cash
      with each installment.

            


    

     

    
      	
              6.4

            	
              Acceleration of
      Payments.  Notwithstanding the election made pursuant to
      Section 4.2, Section 4.3, or Section
4.4,

            


    

     

    
      	
               
      

            	
              (a)

            	
              payments
      shall be paid, or begin to be paid, as soon as practicable following the
      Participant’s separation from service from the Board of Directors for any
      reason except as otherwise provided
herein;

            


    

     

    
      	
               
      

            	
              (b)

            	
              if
      a Participant dies prior to the payment of all or a portion of the amounts
      credited to his DCD Ledger, the balance of any amount payable shall be
      paid in a cash lump sum to the Beneficiaries designated under Section 7
      hereof;

            


    

     

    
      	
               
      

            	
              (c)

            	
              if
      a Participant ceases to be a Nonemployee Director but thereafter becomes
      an employee of the Company (or any of its subsidiaries or affiliates), all
      pre-2005 DCD Ledgers shall be paid as soon as practicable after such
      individual becomes an employee of the Company (or any of its subsidiaries
      or affiliates) in a single sum payment and all post-2004 DCD Ledgers shall
      be paid as soon as practicable after such individual has incurred a
      separation from service as a Nonemployee Director (as determined in
      accordance with Code Section 409A);

            


    

     

    
      	
               
      

            	
              (d)

            	
              if
      a Participant’s post-2004 DCD Ledger balance is less than $100,000 ($5,000
      for pre-2005 DCD Ledgers) at the time for payment specified, such amount
      shall be paid in a single sum payment;
and

            


    

     

    
      	
               
      

            	
              (e)

            	
              if
      applicable, the provisions of Section 8 shall
  apply.

            


    

     

    Notwithstanding
Section 6.4(a), in the case of any post-2004 DCD Ledgers that are payable on
separation from service from the Board of Directors and that are subject to an
additional deferral period of sixty (60) months under Section 4.3(a) as a result
of the modification of the manner of payment, no payment attributable to any
post-2004 DCD

     


    
      
         


      

      
         


        
        

      

      
         


      

    


    Ledgers
shall be accelerated under Section 6.4(a) to a date earlier than the expiration
of the sixty (60) month period.

     

    
      	
              6.5

            	
              Financial
      Emergency.  The Company (or its delegate), at its sole
      discretion, may alter the timing or manner of payment of deferred amounts
      if the Participant establishes, to the satisfaction of the Company (or its
      delegate), an unanticipated and severe financial hardship that is caused
      by an event beyond the Participant’s control.  In such event,
      the Company (or its delegate) may:

            


    

     

    
      	
               
      

            	
              (a)

            	
              provide
      that all, or a portion of, the amount previously deferred by the
      Participant immediately shall be paid in a lump sum cash
      payment,

            


    

     

    
      	
               
      

            	
              (b)

            	
              provide
      that all, or a portion of, the installments payable over a period of time
      immediately shall be paid in a lump sum cash payment,
  or

            


    

     

    
      	
               
      

            	
              (c)

            	
              provide
      for such other installment payment schedules as it deems appropriate under
      the circumstances,

            


    

     

    as long
as the amount distributed shall not be in excess of that amount which is
necessary for the Participant to satisfy the financial emergency.  For
pre-2005 DCD Ledgers, severe financial hardship will be deemed to have occurred
in the event of the Participant’s or a dependent’s sudden, lengthy and serious
illness as to which considerable medical expenses are not covered by insurance
or relative to which there results a significant loss of family income, or other
unanticipated events of similar magnitude.  For post-2004 DCD Ledgers,
severe financial hardship will be deemed to have occurred from a sudden or
unexpected illness or accident of the Participant or the Participant’s spouse,
Beneficiary or dependent (as defined in Code Section 152, without regard to Code
Sections 152(b)(1), (b)(2), and (d)(1)(B)), loss of the Participant’s property
due to casualty, or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the Participant’s
control.  Examples of events that may constitute an unforeseeable
emergency for post-2004 DCD Ledgers include the imminent foreclosure of or
eviction from the Participant’s primary residence; the need to pay for medical
expenses, including non-refundable deductibles, as well as for the costs of
prescription drug medication; and the need to pay for the funeral expenses of
the Participant’s spouse, Beneficiary or dependent (as defined in Code Section
152, without regard to Code Sections 152(b)(1), (b)(2), and
(d)(1)(B)).  The circumstances that will constitute an unforeseeable
emergency will depend upon the facts of each case, but, in any case, payment may
not be made to the extent that such hardship is or may be relieved through
reimbursement or compensation by insurance or otherwise, by liquidation of the
Participant’s assets, to the extent the liquidation of such assets would not
itself cause severe financial hardship, or by cessation of deferrals under the
Plan.  Examples of circumstances that are not considered to be
unforeseeable emergencies include the need to send a Participant’s child to
college or the desire to purchase a home.  The Company’s decision (or
that of its delegate) in passing on the severe financial hardship of the
Participant and the manner in which, if at all, the payment of deferred amounts
shall be altered or modified shall be final, conclusive, and not subject to
appeal.  The Company shall consider any requests for payment under
this Section 6.5 in accordance with the


    
      
         


      

      
         


        
        

      

      
         


      

    


     standards
of interpretation described in Code Section 409A and the regulations and other
guidance thereunder.

    


    
      	
              6.6

            	
              Compliance with
      Domestic Relations Order .  Notwithstanding
      anything to the contrary in this Plan, a distribution shall be made from
      the Participant’s DCD Ledgers to an individual other than the Participant
      to the extent necessary to comply with a domestic relations order (as
      defined in Code Section
414(p)(1)(B)).

            


    

     


    
      
         


      

      
         


        
        

      

      
         


      

    


    SECTION
7.  BENEFICIARY
DESIGNATION

     

    7.1           Designation of
Beneficiary.

     

    
      	
               
      

            	
              (a)

            	
              A
      Participant shall designate a Beneficiary or Beneficiaries who, upon the
      Participant’s death, are to receive the amounts that otherwise would have
      been paid to the Participant.  All designations shall be in
      writing
      and signed by the
      Participant.  The designation shall be effective only if and
      when delivered to the Company during the lifetime of the
      Participant.  The Participant also may change his Beneficiary or
      Beneficiaries by a signed, written instrument delivered to the
      Company.  The payment of amounts shall be in accordance with the
      last unrevoked written designation of Beneficiary that has been signed and
      delivered to the Company.  All Beneficiary designations shall be
      addressed to the Company’s Secretary and delivered to his office, and
      shall be processed as indicated in subsection (b) below by the Secretary
      or by his authorized designee.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Company’s Secretary (or his authorized designee) shall, upon receipt of
      the Beneficiary designation:

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

    7.2           Death of
Beneficiary.

     

    
      	
               
      

            	
              (a)

            	
              In
      the event that all of the Beneficiaries named pursuant to Section 7.1
      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 proportion or amount of funds
      designated or indicated for him per the designation under Section 7.1, and
      the 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.

            


    

     

    7.3           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 the 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
8.  CHANGE IN
CONTROL PROVISIONS

     

    


     

    
      	
              8.1

            	
              Accelerated
      Distributions Upon Change in
Control.

            


    

     

    
      	
              (a)

            	
              Pre-2005 DCD
      Ledgers.  Notwithstanding anything in this Plan to the
      contrary, upon the occurrence of a Change in Control where there has not
      been a termination of the SCANA Corporation Key Employee Severance
      Benefits Plan (“KESBP”) prior thereto, the amounts (or remaining amounts)
      credited to each Participant’s pre-2005 DCD Ledger under this Plan as of
      the date of such Change in Control shall become immediately due and
      payable.

            


    

     

    
      	
              (b)

            	
              Post-2004 DCD
      Ledgers.  Notwithstanding anything in this Plan to the
      contrary, upon the occurrence of a Change in Control that constitutes a
      permitted change of control distribution event under Code Section 409A,
      regardless of whether the KESBP is terminated prior thereto, the amounts
      (or remaining amounts) credited to each Participant’s post-2004 DCD Ledger
      under this Plan as of the date of such Change in Control shall become
      immediately due and payable.

            


    

     

    
      	
              (c)

            	
              Payment of DCD
      Benefits.  Amounts payable under Section 8.1(a) or (b)
      shall be referred to as each Participant’s “DCD Benefit.”  All
      DCD Benefits payable under this Section 8.1 shall be paid to each
      Participant (and his or her Beneficiary) in the form of a single lump sum
      cash payment.  Such payment shall be made by the Company (or to
      the extent assets are transferred to the SCANA Corporation Director
      Compensation Trust by the trustee of such trust in accordance with the
      trust’s terms) to the Participant (or his or her Beneficiary) as soon as
      practicable following the Change in Control, but in no event later than
      the date specified by the terms of the SCANA Corporation Director
      Compensation Trust.  With respect to pre-2005 DCD Ledgers, if
      the KESBP was terminated prior to such Change in Control, then the
      provisions of Section 8.1(a) shall not apply and Participants’ benefits
      shall be determined and paid under the otherwise applicable provisions of
      the Plan. With respect to post-2004 DCD Ledgers, if the Change in Control
      does not constitute a permitted change of control distribution event under
      Code Section 409A, then the provisions of Section 8.1(b) shall not apply
      and Participants’ benefits shall be determined and paid under the
      otherwise applicable provisions of the
Plan.

            


    

     

    
      	
              8.2

            	
              Successors.  Notwithstanding
      anything in this Plan to the contrary, upon the occurrence of a Change in
      Control, the Company will require any successor (whether direct or
      indirect, by purchase, merger, consolidation, or otherwise) of all or
      substantially all of the business and/or assets of the Company or of any
      division or subsidiary thereof to expressly assume and agree to perform
      this Plan in the same manner and to the same extent that the Company would
      be required to perform it if no such succession had taken place, subject
      to the remaining provisions of this Section 8.2.  Participants
      shall become entitled to benefits hereunder in accordance with the terms
      of

            


    

     


    
      
         


      

      
         


        
        

      

      
         


      

    


     this
Plan, based on amounts credited to each Participant’s DCD Ledger as of the date
of such Change in Control plus accumulated Growth Increments attributable
thereto (adjusted to reflect any change from the most recent Growth Increment
calculation to the end of the month prior to the month such amounts are
distributed to each Participant).  In such case, any successor to the
Company shall not be required to provide for additional deferral of benefits
beyond the date of such Change in Control except as required under Code Section
409A in order to continue favorable tax deferral treatment
thereunder.  In addition, and notwithstanding Section 8.3 to the
contrary, if there is a Change in Control and the KESBP is terminated prior to
such Change in Control, a successor to the Company may amend this Plan to
provide for an automatic lump sum distribution of the then current value of
Participants’ pre-2005 DCD Ledger, including accumulated Growth Increments
attributable thereto (adjusted to reflect any change since the most recent
Growth Increment calculation) hereunder without such amendment being treated as
an amendment reducing any benefits earned.

     

    
      	
              8.3

            	
              Amendment and
      Termination After Change in Control.  Notwithstanding the
      foregoing, and subject to this Section 8, 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 if it would have the
      effect of reducing any benefits earned (including optional forms of
      distribution) prior to such Change in Control without the written consent
      of all of the Plan’s Participants covered by the Plan at such
      time.  In all events, however, the Company reserves the right to
      amend, modify or delete the provisions of Section 8 at any time prior to a
      Change in Control, pursuant to a Board of Directors resolution adopted by
      a vote of two-thirds (2/3) of the Board of Directors members then serving
      on the Board of Directors.

            


    


    
      
         


      

      
         


        
        

      

      
         


      

    


    SECTION
9.  GENERAL
PROVISIONS

     

    
      	
              9.1

            	
              Contractual
      Obligation.  It is intended that the Company is under a
      contractual obligation to make payments from a Participant’s DCD Ledger
      when due.  Payment of amounts credited to a Participant’s DCD
      Ledger shall be made out of the general funds of the Company as determined
      by the Board of Directors without any restriction of the assets of the
      Company relative to the payment of such contractual obligations; the Plan
      is, and shall operate as, an unfunded
plan.

            


    

     

    
      	
              9.2

            	
              Unsecured
      Interest.  No Participant or Beneficiary shall have any
      interest whatsoever in any specific asset of the Company.  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 Company.

            


    

     

    
      	
              9.3

            	
              “Rabbi”
      Trust.  In connection with this Plan, the Company shall
      establish a grantor trust (known as the “SCANA Corporation Director
      Compensation Trust” and referred to herein as the “Trust”) for the purpose
      of accumulating funds to satisfy the obligations incurred by the Company
      under this Plan (and such other plans and arrangements as determined from
      time to time by the Company).  At any time prior to a Change in
      Control, as that term is defined in such Trust, the Company may transfer
      assets to the Trust to satisfy all or part of the obligations incurred by
      the Company under this Plan, as determined in the sole discretion of the
      Board of Directors, subject to the return of such assets to the Company at
      such time as determined in accordance with the terms of such
      Trust.  Any assets of such Trust shall remain at all times
      subject to the claims of creditors of the Company in the event of the
      Company’s insolvency; and no asset or other funding medium used to pay
      benefits accrued under the Plan shall result in the Plan being considered
      as other than “unfunded” under ERISA.  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 Company.

            


    

     

    9.4           Nonalienation of
Benefits.

     

    
      	
               
      

            	
              (a)

            	
              Subject
      to Section 6.6, no right or benefit under this Plan shall be subject to
      anticipation, alienation, sale, assignment, pledge, encumbrance, or
      charge, and any attempt to anticipate, alienate, sell, assign, pledge,
      encumber or charge 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 charge any
      right or benefit hereunder (other than as permitted in Section 6.6), then
      such right or benefit shall,

            


    

     


    
      
         


      

      
         


        
        

      

      
         


      

    


    in the
discretion of the Board of Directors, cease, and the Board of Directors shall
direct in such event that the Company 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 Board of Directors may deem proper.

     

    
      	
              9.5

            	
              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.

            


    

     

    
      	
              9.6

            	
              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 Company or any representative appointed hereunder by the Company,
      under or by reason of any of the terms or conditions of the
      Plan.

            


    

     

    
      	
              9.7

            	
              Applicable
      Law.  This Plan shall be governed and construed in
      accordance with the laws of the State of South Carolina except to the
      extent governed by applicable Federal law (including the requirements of
      Code Section 409A).  The terms of this Plan are also subject to
      all present and future rulings of the Securities and Exchange Commission
      with respect to Rule 16b-3.  If any provision of the Plan would
      cause the Plan to fail to meet the requirements of Rule 16b-3, then that
      provision of the Plan shall be void and of no
  effect.

            


    

    


    



    
      
         


      

      
         


        
        

      

      
         


      

    


    SECTION
10.  PLAN
ADMINISTRATION, AMENDMENT AND TERMINATION

     

    
      	
              10.1

            	
              In
      General.  This Plan shall be administered by the Company,
      which shall have the sole authority 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 Company shall not
      exercise any discretion with respect to the administration of this Plan,
      except as may be permitted by Rule 16b-3.  The Company 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 Company may adopt such rules as it deems
      necessary, desirable or appropriate in administering this
      Plan.

            


    

     

    
      	
              10.2

            	
              Claims
      Procedure.  Any person dissatisfied with the Company’s
      determination of a claim for benefits hereunder must file a written
      request for reconsideration with the Company (or its
      delegate).  This request must include a written explanation
      setting forth the specific reasons for such
      reconsideration.  The Company 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 Company with
      respect to such explanation.  The Company 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 Company shall be conclusive, binding, and final upon all
      claimants under this Plan.

            


    

     

    
      	
              10.3

            	
              Finality of
      Determination.  The determination of the Company as to
      any disputed questions arising under this Plan, including questions of
      construction and interpretation, shall be final, binding, and conclusive
      upon all persons.

            


    

     

    
      	
              10.4

            	
              Delegation of
      Authority.  The Company may, in its discretion, delegate
      its duties to a committee of the Board of Directors or an officer or other
      employee of the Company, or to a committee composed of officers or
      employees of the Company.

            


    

     

    
      	
              10.5

            	
              Expenses.  The
      cost of payment from this Plan and the expenses of administering the Plan
      shall be borne by the Company.

            


    

     

    
      	
              10.6

            	
              Tax
      Withholding.  The Company 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.

            


    

     

    
      	
              10.7

            	
              Incompetency.   Any
      person receiving or claiming benefits under the Plan shall be conclusively
      presumed to be mentally competent and of age until the Company 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 Company
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 Company 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 Company.  Any payment
made under the provisions of this Section 10.7 shall be a complete discharge of
liability therefor under the Plan.

     

    
      	
              10.8

            	
              Action by
      Company.   Any action required or permitted to be
      taken hereunder by the Company or its Board of Directors shall be taken by
      the Board of Directors, or by any person or persons authorized by the
      Board of Directors.

            


    

     

    
      	
              10.9

            	
              Notice of
      Address.   Any payment made to a Participant or to
      his Beneficiary at the last known post office address of the distributee
      on file with the Company, shall constitute a complete acquittance and
      discharge to the Company and any director or officer with respect thereto,
      unless the Company shall have received prior written notice of any change
      in the condition or status of the distributee.  Neither the
      Company nor any director or officer shall have any duty or obligation to
      search for or ascertain the whereabouts of the Participant or his
      Beneficiary.

            


    

     

    
      	
              10.10

            	
              Amendment and
      Termination.  The Company expects the Plan to be
      permanent but, since future conditions affecting the Company cannot be
      anticipated or foreseen, the Company reserves the right to amend, modify,
      or terminate the Plan at any time by action of its Board of Directors,
      subject to Section 8.3 and the requirements of Code Section 409A with
      respect to post-DCD Ledgers, (including, but not limited to, as may be
      necessary to ensure compliance with Rule 16b-3); provided, however, that
      any such action shall not diminish retroactively any amounts which have
      been credited to any Participant’s DCD Ledger.  If the Board of
      Directors amends the Plan to cease future deferrals hereunder or
      terminates the Plan, the Board of Directors may, in its sole discretion,
      direct that the value of each Participant’s DCD Ledger be paid to each
      Participant (or Beneficiary, if applicable) in an immediate lump sum
      payment.  In the absence of any such direction from the Board of
      Directors, the Plan shall continue as a “frozen” plan under which no
      future deferrals will be recognized (however, Growth Increments and
      dividends attributable to hypothetical shares of Company Stock credited to
      each Participant’s Company Stock Ledger shall continue to be recognized)
      and each Participant’s benefits shall be paid in accordance with the
      otherwise applicable terms of the
Plan.

            


    


    
      
         


      

      
         


        
        

      

      
         


      

    


    


    
      	
              10.11

            	
              Plan to Comply with
      Code Section 409A.  Notwithstanding any provision to the
      contrary in this Plan, each provision of this Plan shall be interpreted to
      permit Director deferrals and the payment of deferred amounts in
      accordance with Code Section 409A and any provision that would conflict
      with such requirements shall not be valid or
  enforceable.

            


    

    



    
      
         


      

      
         


        
        

      

      
         


      

    


    SECTION
11.  EXECUTION

     

    IN
WITNESS WHEREOF, the Company has caused this SCANA Corporation Director
Compensation and Deferral 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