exh10-12.htm


    Exhibit
10.09

    


    


    


    


    


    


    


    


    


    


    


    SCANA
CORPORATION

    


    KEY EXECUTIVE SEVERANCE
BENEFITS PLAN

    


    


    


    


    


    


    as
amended and restated

    effective
as of

    January
1, 2009

    


    


    


    


    


    


    


    


    



    
      
         


      

      
         


        
        

      

      
         


      

    


    SCANA
CORPORATION

    


    KEY EXECUTIVE SEVERANCE
BENEFITS PLAN

    


    TABLE OF
CONTENTS

    


    Page

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              SECTION 1.

                                            	
                                              ESTABLISHMENT AND PURPOSE

                                            	
                                              1

                                            
	 
      	 
      	 
      
	
                                              1.1

                                            	
                                              ESTABLISHMENT
      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

                                            	
                                              4

                                            
	 
      	 
      	 
      
	
                                              SECTION 3.

                                            	
                                              ELIGIBILITY AND
    PARTICIPATION

                                            	
                                              5

                                            
	 
      	 
      	 
      
	
                                              3.1

                                            	
                                              ELIGIBILITY

                                            	
                                              5

                                            
	
                                              3.3

                                            	
                                              TERMINATION
      OF PARTICIPATION

                                            	
                                              5

                                            
	 
      	 
      	 
      
	
                                              SECTION 4.

                                            	
                                              BENEFITS

                                            	
                                              6

                                            
	 
      	 
      	 
      
	
                                              4.1

                                            	
                                              RIGHT
      TO KESBP BENEFITS

                                            	
                                              6

                                            
	
                                              4.2

                                            	
                                              DESCRIPTION
      OF KESBP BENEFITS

                                            	
                                              6

                                            
	
                                              4.3

                                            	
                                              GROSS-UP
      PAYMENTS

                                            	
                                              6

                                            
	
                                              4.4

                                            	
                                              TAX
      COMPUTATION

                                            	
                                              7

                                            
	
                                              4.5

                                            	
                                              FORM
      AND TIMING OF PLAN BENEFITS

                                            	
                                              8

                                            
	
                                              4.6

                                            	
                                              NO
      SUBSEQUENT RECALCULATION OF PLAN LIABILITY

                                            	
                                              8

                                            
	
                                              4.7

                                            	
                                              BENEFITS
      UNDER OTHER PLANS

                                            	
                                              8

                                            
	 
      	 
      	 
      
	
                                              SECTION 5.

                                            	
                                              BENEFICIARY DESIGNATION

                                            	
                                              9

                                            
	 
      	 
      	 
      
	
                                              5.1

                                            	
                                              DESIGNATION
      OF BENEFICIARY

                                            	
                                              9

                                            
	
                                              5.2

                                            	
                                              DEATH
      OF BENEFICIARY

                                            	
                                              9

                                            
	
                                              5.3

                                            	
                                              INEFFECTIVE
      DESIGNATION

                                            	
                                              9

                                            
	 
      	 
      	 
      
	
                                              SECTION 6.

                                            	
                                              GENERAL PROVISIONS

                                            	
                                              11

                                            
	 
      	 
      	 
      
	
                                              6.1

                                            	
                                              CONTRACTURAL
      OBLIGATION

                                            	
                                              11

                                            
	
                                              6.2

                                            	
                                              UNSECURED
      INTEREST

                                            	
                                              11

                                            
	
                                              6.3

                                            	
                                              “RABBI”
      TRUST

                                            	
                                              11

                                            
	
                                              6.4

                                            	
                                              EMPLOYMENT/PARTICIPATION
      RIGHTS

                                            	
                                              11

                                            
	
                                              6.5

                                            	
                                              NONALIENATION
      OF BENEFITS

                                            	
                                              12

                                            
	
                                              6.6

                                            	
                                              SEVERABILITY

                                            	
                                              12

                                            
	
                                              6.7

                                            	
                                              NO
      INDIVIDUAL LIABILITY

                                            	
                                              12

                                            
	
                                              6.8

                                            	
                                              APPLICABLE
      LAW

                                            	
                                              12

                                            
	 
      	 
      	 
      
	
                                              SECTION 7.

                                            	
                                              PLAN ADMINISTRATION, AMENDMENT AND
      TERMINATION

                                            	
                                              13

                                            
	 
      	 
      	 
      
	
                                              7.1

                                            	
                                              IN
      GENERAL

                                            	
                                              13

                                            
	
                                              7.2

                                            	
                                              CLAIMS
      PROCEDURE

                                            	
                                              13

                                            
	
                                              7.3

                                            	
                                              FINALITY
      OF DETERMINATION

                                            	
                                              13

                                            
	
                                              7.4

                                            	
                                              DELEGATION
      OF AUTHORITY

                                            	
                                              13

                                            
	
                                              7.5

                                            	
                                              EXPENSES

                                            	
                                              13

                                            
	
                                              7.6

                                            	
                                              TAX
      WITHHOLDING

                                            	
                                              13

                                            
	
                                              7.7

                                            	
                                              INCOMPETENCY

                                            	
                                              13

                                            
	
                                              7.8

                                            	
                                              NOTICE
      OF ADDRESS

                                            	
                                              14

                                            
	
                                              7.9

                                            	
                                              AMENDMENT
      AND TERMINATION

                                            	
                                              14

                                            
	 
      	 
      	 
      
	
                                              SECTION 8.

                                            	
                                              EXECUTION

                                            	
                                              15

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    


     


    
      
         


      

      
         


        
        

      

      
         


      

    


    SCANA
CORPORATION

    


    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 February
28, 1990, a plan for certain senior executives known as the “SCANA Corporation
Key Executive Severance Benefits Plan” (the “Plan”).  The Plan has
been amended from time to time after its initial adoption for various design and
administrative changes.  The Plan was amended and restated effective
as of October 21, 1997 to include various administrative provisions and to
clarify certain provisions regarding a Change in Control.  Effective
as of 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 an unfunded plan that is
established primarily for the purpose of providing certain benefits for a select
group of management or highly compensated employees in the event of a Change in
Control.

    


    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 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 Code 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)           “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.

    


    (l)           “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.

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

    


    (n)           “KESBP Benefit” means
the benefits as provided in Section 4 herein.

    


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

    


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


    
      
         


      

      
         


        
        

      

      
         


      

    


    SECTION
3.   ELIGIBILITY AND PARTICIPATION

    


    3.1           Eligibility.   An
Eligible Employee shall become a Participant in the Plan when selected for such
participation by the Corporation’s Chief Executive Officer, in a writing signed
by him.  Once a Participant is selected for participation, the
Participant shall remain covered under the Plan, subject to the termination of
participation provisions under Section 3.2.

    


    3.2           Termination of
Participation.  Once a Participant is selected for
participation in the Plan under Section 3.1, the Participant 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; (ii) the
date upon which the Participant’s employment terminates for any reason; or (iii)
the date of termination of the Plan.

    



    
      
         


      

      
         


        
        

      

      
         


      

    


    SECTION
4.   BENEFITS

    


    4.1           Right to KESBP
Benefits.  A Participant shall be entitled to receive from the
Corporation KESBP Benefits as described in Sections 4.2 and 4.3 upon the
occurrence of a Change in Control.  The amount of all KESBP Benefits
described in Sections 4.2 and 4.3 shall be calculated by the Committee in its
sole discretion.

    


    4.2           Description of KESBP
Benefits.  Upon a Change in Control, the Corporation shall pay
to, and provide, each Participant with the following:

    


    (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)           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.

    


    (c)           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.

    


    (d)           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.

    


    4.3           Gross-Up
Payments.  In
addition to the benefits described in Section 4.2 payable to each Participant or
his Beneficiary, upon a Change in Control 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 4.4.  The amount of the Excise Tax Gross-Up
Payment payable by the Corporation with respect to the amounts described in
Section 4.3(c) shall be offset by any gross-up payment made by the Corporation
with respect to the amounts referred to in Section 4.3(c) pursuant to the
provisions of any other plan or arrangement.  For all purposes of this
Section 4.3, 4.4, and 4.6, 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.

    


    4.4           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 Excise Tax Gross-Up Payment
referred to in Section 4.3, the Committee shall act reasonably and apply a
customary “gross-up formula,” as determined by the Committee in its sole
discretion.

    


    4.5           Form and Timing of KESBP
Benefits.  All payments under this Plan shall be made by the
Corporation (or to the extent assets are transferred to the SCANA Corporation
Executive Benefit Plan Trust by the trustee of such trust in accordance with the
trust’s terms) to the Participant (or his Beneficiary) in the form of a single
lump sum cash payment as soon as practicable following the Change in Control,
but in no event later than the date specified by the terms of the SCANA
Corporation Executive Benefit Plan Trust.

    


    4.6           No Subsequent Recalculation
of Plan Liability.  The Excise Tax Gross-Up Payments described
in Sections 4.3 and 4.4 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.

    


    4.7           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
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 Corporation during the lifetime of the
Participant.  The Participant also may change his Beneficiary or
Beneficiaries by a signed, written instrument delivered to the
Corporation.  The payment of amounts shall be in accordance with the
last unrevoked written designation of Beneficiary that has been signed and
delivered to the Corporation.  All Beneficiary designations shall be
addressed to the Secretary of SCANA Corporation and delivered to his office, and
shall be processed as indicated in subsection (b) below by the Secretary or by
his authorized designee.

    


    (b)           The
Secretary of SCANA Corporation (or his authorized designee) shall, upon receipt
of a Participant’s Beneficiary designation:

    


    
      	
              (i)

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

            


    

    


    
      	
              (ii)

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

            


    

    


    5.2           Death of
Beneficiary.

    


    (a)           In
the event that all of the Beneficiaries named in Section 5.1 predecease the
Participant, the amounts that otherwise would have been paid to said
Beneficiaries shall, where the designation fails to redirect to alternate
Beneficiaries in such circumstance, be paid to the Participant’s estate as the
alternate Beneficiary.

    


    (b)           In
the event that two or more Beneficiaries are named, and one or more but less
than all of such Beneficiaries predecease the Participant, each surviving
Beneficiary shall receive any dollar amount or proportion of funds designated or
indicated for him per the designation under Section 5.1, and the dollar amount
or designated or indicated share of each predeceased Beneficiary which the
designation fails to redirect to an alternate Beneficiary in such circumstance
shall be paid to the Participant’s estate as an alternate
Beneficiary.

    


    5.3           Ineffective
Designation.

    


    (a)           In
the event the Participant does not designate a Beneficiary, or if for any reason
such designation is entirely ineffective, the amounts that otherwise would have
been paid to the Beneficiary shall be paid to the Participant’s estate as the
alternate Beneficiary.

    


    (b)           In
the circumstance that designations are effective in part and ineffective in
part, to the extent that a designation is effective, distribution shall be made
so as to carry out as closely as discernable the intent of the Participant, with
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
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 KESBP Benefits when
due.  Payment of KESBP 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           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.

    


    6.5           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.

    


    6.6           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.

    


    6.7           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.

    


    6.8           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.


    
      
         


      

      
         


        
        

      

      
         


      

    


    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 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