exh10-08.htm


    Exhibit
10.08

    


    


    


    


    


    


    


    


    SCANA
CORPORATION

    


    SHORT-TERM ANNUAL INCENTIVE
PLAN

    


    (As Amended and Restated

    Effective January 1,
2009)


    
      
         


      

      
         


        
        

      

      
         


      

    


    


    


    SCANA
CORPORATION

    


    SHORT-TERM ANNUAL INCENTIVE
PLAN

    


    


    TABLE OF
CONTENTS

     Page

    
      	
              SECTION
      1.

            	
              PURPOSE
      AND EFFECTIVE DATE

            	
              1

            
	
              1.1

            	
              Purpose
      of the Plan

            	
              1

            
	
              1.2

            	
              Effective
      Date 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

            	
              Participation

            	
              5

            
	 
      	 
      	 
      
	
              SECTION
      4.

            	
              INCENTIVE
      AWARDS

            	
              6

            
	
              4.1

            	
              General

            	
              6

            
	
              4.2

            	
              Target
      Incentive Awards

            	
              6

            
	
              4.3

            	
              Performance
      Criteria and Measurement

            	
              6

            
	
              4.4

            	
              Preliminary
      Determination

            	
              6

            
	
              4.5

            	
              Discretionary
      Adjustment

            	
              6

            
	
              4.6

            	
              Final
      Determination

            	
              6

            
	
              4.7

            	
              Last
      Day Worked Rule

            	
              7

            
	
              4.8

            	
              Partial
      Year of Participation

            	
              7

            
	
              4.9

            	
              No
      Guarantee of Award

            	
              7

            
	 
      	 
      	 
      
	
              SECTION
      5.

            	
              FORM
      AND TIMING OF PAYMENT

            	
              8

            
	
              5.1

            	
              Form
      and Timing of Payment

            	
              8

            
	
              5.2

            	
              Termination
      of Employment Due to Death, Disability or Retirement

            	
              8

            
	
              5.3

            	
              Termination
      of Employment for Reasons Other Than Death, Disability or
      Retirement

            	
              8

            
	 
      	 
      	 
      
	
              SECTION
      6.

            	
              BENEFICIARY
      DESIGNATION

            	
              9

            
	
              6.1

            	
              Designation
      of Beneficiary

            	
              9

            
	
              6.2

            	
              Death
      of Beneficiary

            	
              9

            
	
              6.3

            	
              Ineffective
      Designation

            	
              9

            
	 
      	 
      	 
      
	
              SECTION
      7.

            	
              CHANGE
      IN CONTROL DISTRIBUTIONS

            	
              11

            
	
              7.1

            	
              Change
      in Control Distributions

            	
              11

            
	 
      	 
      	 
      
	
              SECTION
      8.

            	
              GENERAL
      PROVISIONS

            	
              13

            
	
              8.1

            	
              Contractual
      Obligation

            	
              13

            
	
              8.2

            	
              Unsecured
      Interest

            	
              13

            
	
              8.3

            	
              “Rabbi”
      Trust

            	
              13

            
	
              8.4

            	
              Employment/Participation
      Rights

            	
              13

            
	
              8.5

            	
              Nonalienation
      of Benefits

            	
              13

            
	
              8.6

            	
              Severability

            	
              14

            
	
              8.7

            	
              No
      Individual Liability

            	
              14

            
	
              8.8

            	
              Applicable
      Law

            	
              14

            
	 
      	 
      	 
      
	
              SECTION
      9.

            	
              PLAN
      ADMINISTRATION, AMENDMENT AND TERMINATION

            	
              15

            
	
              9.1

            	
              In
      General

            	
              15

            
	
              9.2

            	
              Claims
      Procedure

            	
              15

            
	
              9.3

            	
              Finality
      of Determination

            	
              15

            
	
              9.4

            	
              Delegation
      of Authority

            	
              15

            
	
              9.5

            	
              Expenses

            	
              15

            
	
              9.6

            	
              Tax
      Withholding

            	
              15

            
	
              9.7

            	
              Incompetency

            	
              15

            
	
              9.8

            	
              Notice
      of Address

            	
              16

            
	
              9.9

            	
              Amendment
      and Termination

            	
              16

            
	 
      	 
      	 
      
	
              SECTION
      10.

            	
              EXECUTION

            	
              17

            
	 
      	 
      	 
      
	
              APPENDIX
      A

            	 
      	
              18

            


    

     

    


     

    


     

    


     

    



    
      
         


      

      
         


        
        

      

      
         


      

    


    


    


    


    SCANA
CORPORATION                    


    


    SHORT-TERM ANNUAL INCENTIVE
PLAN

    


    (As Amended and Restated Effective
January 1, 2009)

    


    


    SECTION
1.  PURPOSE AND EFFECTIVE DATE

    


    


    1.1           Purpose of the
Plan.  The SCANA Corporation Short-Term Annual Incentive Plan
(“Plan”) is an annual incentive compensation plan having as its purpose the
rewarding of superior performance with a variable component of
pay.  The Plan provides as an element of compensation an award amount
tied to certain annual performance goals.  The Plan is intended to
support the achievement of the Corporation’s strategic business and financial
goals in order to increase shareholder value by attracting and retaining a high
caliber of employees who are capable of improving the Corporation’s business
results.  In furtherance of this purpose, the Plan is intended to
produce a competitive incentive bonus package that correlates the compensation
of such employees with the performance of the Corporation.

    


    1.2           Effective Date of the
Plan.  The original effective date of the Plan was January 1,
2007.  The effective date of this amended and restated Plan shall be
January 1, 2009.


    
      
         


      

      
         


        
        

      

      
         


      

    


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

    


    (b)           “Beneficiary” means
any person or entity who, upon a Participant’s death, is entitled to receive the
Participant’s benefits under the Plan in accordance with Section 6
hereof.

    


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

    


    (d)           “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:

    


    (1)             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;

    


    (2)             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;

    


    (3)             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
Corporation’s voting shares of capital stock;

    


    (4)             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

    


    (5)             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 SCANA
designated by the Board of Directors of SCANA 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.

    


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

    


    (f)           “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 9.4.

    


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

    


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

    


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

    


    (j)           “Incentive Award”
means a payment made pursuant to the Plan at the end of a Performance
Period.

    


    (k)           “Officer” means an
Employee who serves as an administrative executive and who is classified on the
employment records of the Corporation as an officer.

    


    (l)           “Participant” means an
individual satisfying the eligibility requirements of Section 3.

    


    (m)           “Performance Period”
means each Year.

    


    (n)           “Plan” means this
Amended and Restated Short-Term Annual Incentive Plan.

    


    (o)           “Senior Staff” means
those Officers who are classified on the employment records of the Corporation
as senior staff.

    


    (p)           “Target Incentive
Award” refers to a specified percentage of annual base
salary.

    


    (q)           “Year” 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.  Eligibility
in the Plan is restricted to (a) Employees eligible to participate in the Plan
prior to January 1, 2005; and (b) effective January 1, 2005: (i) Employees with
an annual base salary that is greater than or equal to $90,000; (ii) Senior
Staff of the Corporation; or (iii) Officers of the Corporation.

    


    3.2           Participation.  Participation
in the Plan is restricted to (a) those Employees and Officers of the Corporation
who are eligible to participate in the Plan pursuant to Section 3.1 of the Plan
(automatic participation), and (b) those Employees who are determined to be
eligible for participation in the Plan, in the discretion of the Committee based
on its review of those eligible for participation. Participation will be
reevaluated and determined at least once during the Performance
Period.


    
      
         


      

      
         


        
        

      

      
         


      

    


    SECTION
4.  INCENTIVE AWARDS

    


    4.1           General.  The
objective of the Plan is to link compensation to the achievement of certain
performance goals established by the Corporation.  The Target
Incentive Award is payable to the Participant after the end of the Performance
Period, provided the performance goals as described in Section 4.3 have been
met.

    


    4.2           Target Incentive
Awards.  Upon selection for participation in the Plan pursuant
to Section 3.2, Participants are granted Target Incentive Awards equal to a
percentage of their annual base salary at the end of the Performance
Period.  Target Incentive Awards for each Performance Period are
designated for each Participant as an amount equal to a designated percentage of
the Participant’s annual base salary.  The Target Incentive Award for
Senior Staff and Officers of the Corporation shall be determined by the
Committee in accordance with the specific salary grade as reflected in Appendix
A hereof.  The Target Incentive Award for all other Participants shall
be determined by Senior Staff, in its discretion.

    


    4.3           Performance Criteria and
Measurement.  Senior Staff shall establish the specific
performance criteria for each Participant; provided, however, that the Board
shall establish the performance criteria for the Chief Executive
Officer.  Performance criteria shall include performance goals based
on Corporation earnings per share, business unit and/or individual
goals.  Performance goals for each business unit are reviewed annually
by the Committee following a review of the annual performance for the prior
Year.  Except with respect to the Chief Executive Officer of the
Corporation, the Participant’s direct supervisor determines whether individual
performance goals have been met.  The Board determines whether the
individual performance goals for the Chief Executive Officer have been
met.

    


    4.4           Preliminary
Determination.  Subject to Sections 4.5 and 4.6, the
performance achieved during each Performance Period will preliminarily indicate
a determination of the actual amount payable under this Plan as a percentage of
the Target Incentive Award otherwise determined under Section 4.2 in accordance
with following:

    


    
      	 
      	
              Goal
      Weighting

            
	
              Participant
      Category

            	
              If
      Earnings Per Share Goal is met,

            	
              If
      Business Unit and/or Individual Goals are met,

            
	
              Senior
      Staff

            	
              50%
      of Target Incentive Award is Payable

               

            	
              50%
      of Target Incentive Award is Payable

            
	
              Officers

            	
              50%
      of Target Incentive Award is Payable

            	
              50%
      of Target Incentive Award is Payable

            
	
              Other
      Participants

            	
              50%
      of Target Incentive Award is Payable

            	
              50%
      of Target Incentive Award is
Payable

            


    

    


    Only if
both Earnings Per Share Goals and Business Unit and/or Individual Goals are met
will 100% of the Target Incentive Award be payable.

    


    4.5           Discretionary
Adjustment.  After calculation of the amount determined under
Section 4.4, the Committee (or the Board in the case of the Chief Executive
Officer), in its sole discretion may increase or decrease any award otherwise
payable hereunder to any or all Participants by an amount up to 20% of the
otherwise payable Incentive Award.  Notwithstanding the foregoing, the
Committee may redefine for any Performance Period the above category levels of
performance as well as the respective payout percentages of Target Incentive
Awards.

    


    4.6           Final
Determination.  The Committee will review the award amounts
determined based on the performance achieved and, in its sole discretion, adjust
the final payout amounts, not to exceed plus or minus 50% of Target Incentive
Award, for all Participants in accordance with the purposes of this Plan to
reflect individual performance and/or extraordinary circumstances.

    


    In making adjustments, the Committee
may consider factors such as, but not limited to, the following:

    


    (a)           Significant
acquisitions (or divestitures) within the Corporation’s affiliated
group;

    


    (b)           Significant
acquisitions or divestitures among peer group companies; and

    


    (c)           Other
unusual items of material consequence.

    


    4.7           Last Day Worked
Rule.  In order to receive a payment of a Target Incentive
Award hereunder, the Participant must be employed on the last working day of the
Performance Period, unless the Participant has terminated employment during the
Year on account of death, disability or attainment of normal or early retirement
age (as determined under the SCANA Corporation Retirement
Plan).  Notwithstanding the foregoing, if the Participant has
terminated employment during the Year on account of death, disability
or  attainment of normal or early retirement age (as determined under
the SCANA Corporation Retirement Plan), the Participant (or Beneficiary, in the
event of the Participant’s death), shall be entitled to the full amount of the
Target Incentive Award otherwise determined, without any
adjustment.

    


    4.8           Partial Year of
Participation.  If an Employee’s employment commences during a
Performance Period, a prorated Incentive Award shall be paid based on the
portion of the Performance Period during which the individual was employed by
the Corporation.  The amount to be paid shall be determined by pro
rating the amount of the Incentive Award that would otherwise have been payable
to such individual on account of a full Year’s participation by the number of
calendar days in the Year that the individual was employed by the
Corporation.

    


    4.9           No Guarantee of
Award.  Notwithstanding anything in this Plan to the contrary,
no Participant shall be guaranteed any award under this Plan if the Committee
determines that no amount shall be payable hereunder.  In addition,
the fact that a Participant is paid an award in any given Year shall not entitle
any Participant to have an amount paid in any future Year.


    
      
         


      

      
         


        
        

      

      
         


      

    


    SECTION 5.  FORM
AND TIMING OF PAYMENT

    


    5.1           Form and Timing of
Payment.  Except as provided in Section 7, and unless otherwise
deferred in accordance with the terms of the Corporation’s Executive Deferred
Compensation Plan, Target Incentive Awards, if any, shall be paid in cash as
soon as possible after the end of each Performance Period, but in no event later
than the March 15th next following the end of the Performance
Period.

    


    5.2           Termination of Employment
Due to Death, Disability or Retirement.  If a Participant
terminates employment during a Year due to death, total and permanent disability
or early or normal retirement (as defined in the SCANA Corporation Retirement
Plan), the Participant’s Target Incentive Award shall be paid as soon as
possible after the end of the plan Year, but in no event later than the March
15th next following the end of the plan Year.

    


    5.3           Termination of Employment
for Reasons Other Than Death, Disability or Retirement.  If a
Participant’s employment is terminated for reasons other than death, disability
or normal or early retirement before the end of a Performance Period in which an
Employee was a Participant, the individual’s performance awards shall be
canceled and his tentative rights thereto forfeited unless the Committee in the
exercise of its discretion determines that a performance payout should be made
to the Participant under the circumstances of the termination.  In
this latter event, the payout shall be in whatever amount the Committee
determines, not to exceed, however, the amount that would be calculated if
Section 5.2 were applicable as to the Performance Period in which the Employee
was a Participant.  Subject to Section 7, any such payout will be made
in accordance with the provisions of Section 5.2.


    
      
         


      

      
         


        
        

      

      
         


      

    


    SECTION
6.  BENEFICIARY DESIGNATION

    


    6.1           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 the Corporation and delivered to her office, and
shall be processed as indicated in subsection (b) below by the Secretary or by
her authorized designee.

    


    (b)           The
Secretary of the Corporation (or her authorized designee) shall, upon receipt of
the Beneficiary designation:

    


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

    


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

    


    6.2           Death of
Beneficiary.

    


    (a)           In
the event that all of the Beneficiaries named pursuant to Section 6.1 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 made in accordance with Section 6.1, 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.


    
      
         


      

      
         


        
        

      

      
         


      

    


    


    


    6.3           Ineffective
Designation.

    


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

    


    (b)           In
the circumstance that designations are effective in part and ineffective in
part, to the extent that a designation is effective, distribution shall be made
so as to carry out as closely as discernable the intent of the Participant, with
result that only to the extent that a designation is ineffective shall
distribution instead be made to the Participant’s estate as an alternate
Beneficiary.


    
      
         


      

      
         


        
        

      

      
         


      

    


    SECTION 7.  CHANGE
IN CONTROL DISTRIBUTIONS

    


     

    7.1           Change in Control
Distributions.

    


    (a)           Accelerated Distributions
Upon Change in Control.  Notwithstanding anything in this Plan
to the contrary, upon the occurrence of a Change in Control, as to which the Key
Employee Severance Benefits Plan (“KESBP”) was not terminated prior
to such Change in Control, all amounts (or remaining amounts) owed under this
Plan as of the date of such Change in Control (referred to as each Participant’s
“AlP Benefit”) shall become immediately due and payable.  The AlP
Benefit shall be an amount equal to the 100% of the Target Incentive Award level
in effect for the Year of the Change in Control.  Each Participant’s
AlP Benefit determined under this subsection shall be paid to each Participant
(and his or her Beneficiary) in the form of a single lump sum payment of the
Present Value of all such amounts owed.  In addition to the AlP
Benefit payable to each Participant or his Beneficiary, in connection with which the
Committee determines that a payment or distribution by the Corporation to or for
the benefit of a Participant

    


    
      	
               
      

            	
              (i)

            	
              Paid or payable pursuant to the terms of this
      Plan; or

            


    

    


    (ii)     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

             (iii)     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
7.1(b).  The
amount of the Excise Tax Gross-Up Payment payable by the Corporation with
respect to the amounts described in Section 7.1(a)(iii) shall be offset by any
gross-up payment made by the Corporation with respect to the amounts referred to
in Section 7.1(a)(iii) pursuant to the provisions of any other plan or
arrangement.  For all purposes of this Section 7.1(a), 7.1(b), and
7.1(c), 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.

    


    Such
payments shall be made by the Corporation (or to the extent assets are
transferred to a “rabbi trust” for such purpose, 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 thirty (30) days from such date.  In the event that
there is a Change in Control relative to which the KESBP was terminated prior to
such Change in Control, the provisions of this Section shall not apply and
Participants shall have benefits determined and payable under the other
provisions of this Plan only if and to the extent that the Company’s successor
following the Change of Control adopts the Plan.

    


    (b)           Tax
Computation.  For purposes of determining whether a payment or
distribution is a Gross-Up Eligible Payment and the amount of the Excise Tax and
the Excise Tax Gross-Up Payment referred to in the preceding subsection, the
Committee shall act reasonably and apply a customary “gross-up formula,” as
determined by the Committee (or its designee) in its sole
discretion.

    


    (c)           No Subsequent Recalculation
of Tax Liability.  The Excise Tax Gross-Up Payments described
in the foregoing provisions 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 or her
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 or her Beneficiary)
ultimately determined as owed.


    
      
         


      

      
         


        
        

      

      
         


      

    


    SECTION
8.  GENERAL PROVISIONS

     

    8.1           Contractual
Obligation.  It is intended that the Corporation is under a
contractual obligation to make payments from a Participant’s account when
due.  Payment of account balances 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.

    


    8.2           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.

    


    8.3           “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.

    


    8.4           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.

    


    8.5           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 sole 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.

    


    8.6           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.

    


    8.7           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.

    


    8.8           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 9.  PLAN
ADMINISTRATION, AMENDMENT AND TERMINATION

     

    9.1           In
General.  This Plan shall be administered by the Committee,
which shall have the sole authority, in its sole 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.

    


    9.2           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.

    


    9.3           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.

    


    9.4           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.

    


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

    


    9.6           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.

    


    9.7           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 9.7 shall be a complete discharge of liability therefor under the
Plan.

    


    9.8           Notice of
Address.  Any payment made to a Participant or to 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.

    


    9.9           Amendment and
Termination.  The Corporation expects the Plan to be permanent
but, because 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.

    



    
      
         


      

      
         


        
        

      

      
         


      

    


    SECTION
10.  EXECUTION

     

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

    


    SCANA CORPORATION

    


    By: /s/W. B.
Timmerman

    Title: President &
CEO

    ATTEST:

    


    /s/Gina
Champion

    Secretary

    



    
      
         


      

      
         


        
        

      

      
         


      

    


    APPENDIX
A

    


    SENIOR
STAFF AND OFFICER

    TARGET
INCENTIVE AWARDS

    


    


    


    
      
        	
                Salary
      Grade

              	
                Target
      Incentive Award

              
	
                E-15

              	
                85%

              
	
                E-14

              	
                70%

              
	
                E-13

              	
                65%

              
	
                E-12

              	
                65%

              
	
                E-11

              	
                65%

              
	
                E-10

              	
                60%

              
	
                E-9

              	
                55%

              
	
                E-8

              	
                50%

              
	
                E-7

              	
                45%

              
	
                E-6

              	
                40%

              
	
                E-5

              	
                35%

              
	
                E-4

              	
                30%

              
	
                E-3

              	
                30%

              
	
                E-2

              	
                25%

              
	
                E-1

              	
                20%