exh10-03.htm


    
       

      Exhibit
10.03

      


      


      


      


      


      


      


      


      SCANA
CORPORATION

      


      SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN

      


      


      


      as
amended and restated

      effective
as of

      January
1, 2009

      


      


      


      


      


      


      


      


      


      



      
        
           


        

        
           


          
          

        

        
           


        

      


      SCANA
CORPORATION

      


      SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN

      


      


      TABLE OF
CONTENTS

      


      Page

      
        	
                SECTION
      1.

              	
                ESTABLISHMENT
      OF THE PLAN

              	
                1

              
	 
      	 
      	 
      
	
                1.1

              	
                ESTABLISHMENT
      AND HISTORY OF THE PLAN

              	
                1

              
	
                1.2

              	
                DESCRIPTION
      OF THE PLAN

              	
                1

              
	
                1.3

              	
                PURPOSE
      OF THE PLAN

              	
                1

              
	
                1.4

              	
                EFFECTIVE
      DATE

              	
                1

              
	 
      	 
      	 
      
	
                SECTION
      2.

              	
                DEFINITIONS

              	
                2

              
	 
      	 
      	 
      
	
                2.1

              	
                DEFINITIONS

              	
                2

              
	
                2.2

              	
                GENDER
      AND NUMBER

              	
                2

              
	 
      	 
      	 
      
	
                SECTION
      3.

              	
                ELIGIBILITY
      AND PARTICIPATION

              	
                5

              
	 
      	 
      	 
      
	
                3.1

              	
                ELIGIBILITY

              	
                5

              
	
                3.2

              	
                TERMINATION
      OF PARTICIPATION

              	
                5

              
	
                3.3

              	
                REEMPLOYMENT
      OF FORMER PARTICIPANT

              	
                5

              
	 
      	 
      	 
      
	
                SECTION
      4.

              	
                BENEFITS

              	
                6

              
	 
      	 
      	 
      
	
                4.1

              	
                ELIGIBILITY
      FOR BENEFITS

              	
                6

              
	
                4.2

              	
                AMOUNT
      OF SUPPLEMENTAL BENEFIT

              	
                6

              
	
                4.3

              	
                TIMING
      AND FORM OF PAYMENT

              	
                7

              
	
                4.4

              	
                DEATH
      OF PARTICIPANT

              	
                9

              
	
                4.5

              	
                DESIGNATION
      OF BENEFICIARY

              	
                9

              
	
                4.6

              	
                DOCUMENTATION

              	
                10

              
	
                4.7

              	
                DELAY
      IN DISTRIBUTION FOR SPECIFIED EMPLOYEES

              	
                10

              
	
                4.8

              	
                COMPLIANCE
      WITH DOMESTIC RELATIONS ORDER

              	
                10

              
	 
      	 
      	 
      
	
                SECTION
      5.

              	
                FINANCING

              	
                11

              
	 
      	 
      	 
      
	
                5.1

              	
                FINANCING
      OF BENEFITS

              	
                11

              
	
                5.2

              	
                CONTRACTUAL
      OBLIGATION

              	
                11

              
	
                5.3

              	
                UNSECURED
      INTEREST

              	
                11

              
	
                5.4

              	
                “RABBI”
      TRUST

              	
                11

              
	 
      	 
      	 
      
	
                SECTION
      6.

              	
                GENERAL
      PROVISIONS

              	
                12

              
	 
      	 
      	 
      
	
                6.1

              	
                EMPLOYMENT/PARTICIPARION
      RIGHTS

              	
                12

              
	
                6.2

              	
                NONALIENATION
      OF BENEFITS

              	
                12

              
	
                6.3

              	
                SEVERABILITY

              	
                12

              
	
                6.4

              	
                NO
      INDIVIDUAL LIABILITY

              	
                12

              
	
                6.5

              	
                APPLICABLE
      LAW

              	
                13

              
	
                6.6

              	
                PLAN
      TO COMPLY WITH CODE SECTION 409A

              	
                13

              
	 
      	 
      	 
      
	
                SECTION
      7.

              	
                PLAN
      ADMINISTRATION, AMENDMENT AND TERMINATION

              	
                14

              
	 
      	 
      	 
      
	
                7.1

              	
                IN
      GENERAL

              	
                14

              
	
                7.2

              	
                CLAIMS
      PROCEDURE

              	
                14

              
	
                7.3

              	
                FINALITY
      OF DETERMINATION

              	
                14

              
	
                7.4

              	
                DELEGATION
      OF AUTHORITY

              	
                14

              
	
                7.5

              	
                EXPENSES

              	
                14

              
	
                7.6

              	
                TAX
      WITHHOLDING

              	
                14

              
	
                7.7

              	
                INCOMPETENCY

              	
                14

              
	
                7.8

              	
                NOTICE
      OF ADDRESS

              	
                15

              
	
                7.9

              	
                AMENDMENT
      AND TERMINATION

              	
                15

              
	 
      	 
      	 
      
	
                SECTION
      8.

              	
                CHANGE
      IN CONTROL PROVISIONS

              	
                16

              
	 
      	 
      	 
      
	
                8.1

              	
                ACCELERATION
      DISTRIBUTIONS UPON CHANGE IN CONTROL

              	
                16

              
	
                8.2

              	
                SUCCESSORS

              	
                16

              
	
                8.3

              	
                AMENDMENT
      AND TERMINATION AFTER CHANGE IN CONTROL

              	
                17

              
	 
      	 
      	 
      
	
                SECTION
      9.

              	
                EXECUTION

              	
                18

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


      

       

      


       


      
        
           


        

        
           


          
          

        

        
           


        

      


      SCANA
CORPORATION

      


      SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN

      


      (As
Amended and Restated)

      


      


      SECTION
1.  ESTABLISHMENT OF THE PLAN

      


      1.1           Establishment and History of
the Plan.  SCANA Corporation established, effective as of
January 1, 1994, a supplemental retirement plan for executives known as the
“SCANA Corporation Supplemental Executive Retirement Plan” (the “Supplemental
Plan”).  The Supplemental Plan has been amended from time to time
after its initial adoption for various design and administrative
changes.  The Supplemental Plan was amended and restated effective as
of December 18, 1996 to include provisions applicable upon a Change in
Control.  The Supplemental Plan was further 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 Supplemental Plan was
amended and restated to eliminate gross-up payments.  Effective as of
January 1, 2009, the Supplemented Plan is amended and restated to comply with
the requirements of Code Section 409A.

      


      1.2           Description of the
Plan.  This Supplemental Plan is intended to constitute a
nonqualified deferred compensation plan which, in accordance with ERISA Sections
201(2), 301(a)(3) and 401(a)(1), is unfunded and established primarily for the
purpose of providing deferred compensation for a select group of management or
highly compensated employees.

      


      1.3           Purpose of the Plan.
The purpose of this Supplemental Plan is to provide supplemental retirement
income to certain employees of the Company whose benefits under the Qualified
Plan are limited in accordance with the limitations imposed by (i) Code Section
415 on the amount of annual retirement benefits payable to employees from
qualified pension plans, (ii) Code Section 401(a)(17) on the amount of annual
compensation that may be taken into account for all qualified plan purposes, or
(iii) certain other design limitations on determining compensation under the
Qualified Plan.

      


      1.4           Effective
Date.  This amended and restated Supplemental Plan is effective
as of January 1, 2009, except as otherwise provided herein.

      



      
        
           


        

        
           


          
          

        

        
           


        

      


      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.  Capitalized terms not defined herein shall have the
respective meanings set forth in the Qualified Plan.

      


      (a)           “Actuarial Equivalent”
shall mean equality in value of the benefit provided under the Supplemental Plan
based on actuarial assumptions, methods, factors and tables that would apply
under the Qualified Plan under similar circumstances.

      


      (b)           “Agreement” means a
contract between an Eligible Employee and the Company permitting the Eligible
Employee to participate in the Supplemental 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 Supplemental
Plan.

      


      (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 before the payment or
commencement of payment of the Participant’s benefit under the Supplemental
Plan, is entitled to receive the Participant’s benefit, in accordance with
Sections 4.3 and 4.4 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 SCANA
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)           “Code Limitations”
means the limitations imposed by Code Section 415 on the amount of annual
retirement benefits payable to employees from qualified pension plans and Code
Section 401(a)(17) on the amount of annual compensation that may be taken into
account for all qualified plan purposes.

      


      (i)           “Committee” means the
Management Development and Corporate Performance Committee of the
Board.  Any references in this Supplemental Plan to the “Committee”
shall be deemed to include references to the designee appointed by the Committee
under Section 7.4.

      


      (j)           “Company” means the
Corporation and any subsidiaries of the Corporation and their successor(s) or
assign(s) that adopt this Supplemental 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.

      


      (k)           “Compensation” means
“Compensation” as determined under the Qualified Plan, without regard to the
limitation under Section 401(a)(17) of the Code and including any amounts of
Compensation otherwise deferred under any non-qualified deferred compensation
plan of the Corporation (excluding the Supplemental Plan).


      
        
           


        

        
           


          
          

        

        
           


        

      


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

      


      (m)           “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 and/or
directors of the Company.

      


      (n)           “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.

      


      (o)           “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended.

      


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

      


      (q)           “Grandfathered
Benefit” means the vested portion of the benefit payable under the
Supplemental Plan assuming the Participant’s determination date is December 31,
2004, increased with interest credits (for a Participant whose benefit under the
Supplemental Plan is determined using the cash balance formula under the
Qualified Plan) and earnings (for a Participant whose benefit under the
Supplemental Plan is determined using the final average pay formula under the
Qualified Plan) at the rates determined under the Qualified Plan through any
later determination date.  A Participant’s Grandfathered Benefit is
governed by the terms of the Supplemental Plan in effect as of October 3, 2004
and shall be determined in a manner consistent with Code Section 409A and the
guidance thereunder.

      


      (r)           “Non-Grandfathered
Benefit” means the portion of the benefit payable under the Supplemental
Plan which exceeds the Grandfathered Benefit.

      


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

      


      (t)           “Qualified Plan” means
the SCANA Corporation Retirement Plan, as in effect on January 1, 2009, and as
may be further amended and in effect from time to time.

      


      (u)           “Termination of
Employment” or “Terminate Employment”
means, with respect to Grandfathered Benefits, the Participant’s termination of
employment with the Company and its affiliates as interpreted under the terms of
the Supplemental Plan in effect on October 3, 2004 and, with respect to
Non-Grandfathered Benefits, the Participant’s separation from service as such
term is defined under Code Section 409A and the regulations and other guidance
thereunder.

      


      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 this Supplemental Plan on the
first day on which:

      


      (a)           his
Accrued Benefit as calculated under the Qualified Plan is limited in accordance
with either of the Code Limitations or due to his participation in a
non-qualified deferred compensation plan of the Corporation (other than this
Supplemental Plan); and

      


      (b)           he
enters into an Agreement with the Company regarding his participation in the
Supplemental Plan.

      


      3.2           Termination of
Participation.  Once an Eligible Employee becomes a Participant
under Section 3.1, the Participant shall remain covered hereunder until the date
upon which the Participant’s employment terminates for any reason, provided,
however, the Participant shall remain covered under the Supplemental Plan after
Termination of Employment so long as any benefits are payable with respect to
the Participant from this Supplemental Plan.  Unless the terms of the
Participant’s Agreement provide to the contrary, if the Participant is not
eligible for benefits in accordance with the provisions of Section 4.1 at the
time his employment terminates, the Participant shall terminate his
participation in the Supplemental Plan when his employment with the Company
terminates.

      


      3.3           Reemployment of Former
Participant.  Notwithstanding any provision of the Supplemental
Plan or an Agreement to the contrary, any person reemployed as an Employee who
previously participated in and received benefits under the Supplemental Plan
shall not be eligible to participate again in the Supplemental Plan, and any
payments or future rights to payments under the Supplemental Plan made or to be
made with respect to such Participant shall not be discontinued on account of
such reemployment.

      


      


      



      
        
           


        

        
           


          
          

        

        
           


        

      


      SECTION
4.   BENEFITS

      


      4.1           Eligibility for
Benefits.  Subject to Section 4.7, a Participant shall be
eligible to receive a benefit under this Supplemental Plan in accordance with
and subject to the provisions of this Supplemental Plan, upon the Participant’s
Termination of Employment with the Company and its affiliates or if later, the
date provided in the Participant’s Agreement; provided, however, that, except as
provided in the following sentence or as may otherwise be provided by an
Agreement, no benefit shall be payable under this Supplemental Plan with respect
to a Participant who Terminates Employment with the Company prior to becoming
vested in his Accrued Benefit under the Qualified
Plan.  Notwithstanding the foregoing, if a Participant is
involuntarily terminated following or incident to a Change in Control and prior
to becoming fully vested in his Accrued Benefit under the Qualified Plan, the
Participant shall automatically become fully vested in his benefit hereunder and
a benefit will be payable under this Supplemental Plan with respect to the
Participant.

      


      4.2           Amount of Supplemental
Benefit.

      


      (a)           Final Average Pay
Participants.  Unless otherwise provided in an Agreement, the
amount of any benefit payable pursuant to this Supplemental Plan to a
Participant whose benefit under the Supplemental Plan is determined using the
final average pay formula under the Qualified Plan shall be determined at the
time the Participant first becomes eligible to receive benefits under the
Supplemental Plan and shall be equal to the excess, if any, of:

      


      (i)           The
monthly pension amount that would have been payable at Normal Retirement Age or,
if applicable, Delayed Retirement Age under the Qualified Plan to the
Participant determined based on Compensation as defined under this Supplemental
Plan and disregarding the Code Limitations and any reductions due to the
Participant's deferral of compensation under any nonqualified deferred
compensation plan of the Company (other than this Supplemental Plan);
over

      


      (ii)           The
monthly pension amount payable at Normal Retirement Age or, if applicable,
Delayed Retirement Age under the Qualified Plan to the Participant.

      


      The
benefit calculated pursuant to this Section 4.2(a) assumes that payment is made
to the Participant at Normal Retirement Age or, if applicable, Delayed
Retirement Age under the Qualified Plan and is calculated using the
Participant’s Years of Benefit Service and Final Average Earnings as of the date
of the Participant’s Termination of Employment.

      


      (b)           Cash Balance
Participants.  Unless otherwise provided in an Agreement, the
amount of any benefit payable pursuant to this Supplemental Plan as of any
determination date to a Participant whose benefit under the Supplemental Plan is
determined using the cash balance formula under the Qualified Plan shall be
equal to (i) the benefit that otherwise would have been payable under the
Qualified Plan as of the determination date, based on Compensation as defined
under this Supplemental Plan and disregarding the Code Limitations, minus (ii)
the Participant’s benefit determined under the Qualified Plan as of the
determination date.


      
        
           


        

        
           


          
          

        

        
           


        

      


      4.3           Timing and Form of
Payment.  The
benefit payable to a Participant under this Supplemental Plan shall be paid or
commence to be paid as of the first day of the calendar month next following the
date the Participant first becomes eligible to receive a benefit under this
Supplemental Plan in accordance with Section 4.1 (the “payment
date”).

      


      (a)           Grandfathered
Benefit.  The Participant may elect, in accordance with such
procedures established by the Committee from time to time in its sole
discretion, to receive a distribution of his Grandfathered Benefit in either of
the following forms of payment:

      


      (i)           Single Sum
Distribution.  A single sum distribution of the value of the
Participant’s Grandfathered Benefit determined as of the last day of the month
preceding the payment date.  Upon such payment, no additional
Grandfathered Benefits are owed to the Participant or his Beneficiary under this
Supplemental Plan.

      


      (ii)           Life Annuity with 15-Year
60% Survivor Benefit.  A lifetime annuity benefit with an
additional death benefit payment as follows:  A lifetime annuity that
is the Actuarial Equivalent of the Participant’s single sum amount under Section
4.3(a)(i) which provides for a monthly benefit payable beginning on the payment
date for the Participant’s life.  In addition to this life annuity,
commencing on the first day of the month following the Participant’s death, the
Participant’s designated Beneficiary shall receive a benefit of sixty percent
(60%) of the amount of the Participant’s monthly payment continuing for a
fifteen (15) year period; provided, however, if the Participant’s Beneficiary
dies before the end of the fifteen (15) year period, the lump sum value of the
remaining monthly payments of such survivor benefit shall be paid to the
designated Beneficiary’s estate. The Participant’s life annuity shall not be
reduced to reflect the “cost” of providing the sixty-percent (60%) survivor
benefit feature. Notwithstanding anything herein to the contrary, in no event
may a trust be named as a Beneficiary for purposes of the survivor benefit
otherwise provided under this Section 4.3(a)(ii).

      


      In the
absence of an effective election, Grandfathered Benefits owed to a Participant
hereunder shall be paid in the form specified in Section
4.3(a)(ii).

      


      (b)           Non-Grandfathered
Benefit.  A Participant whose benefit under the Supplemental
Plan is determined using the final average pay formula under the Qualified Plan
shall receive a distribution of his benefit under the Supplemental Plan as a
single sum distribution equal to the Actuarial Equivalent present value (at the
date of the Participant’s Termination of Employment) of the Participant’s
benefit under the Supplemental Plan determined as of Normal Retirement Age,
reflecting any terms under the Qualified Plan applicable to Early Retirement
Benefits if the Participant is eligible for such Early Retirement
Benefits.

      


      Except as otherwise provided in this
Section 4.3(b), a Participant whose benefit under the Supplemental Plan is
determined using the cash balance formula under the Qualified Plan may elect on
or before January 1, 2009 to receive a distribution of his Non-Grandfathered
Benefit in one of the following forms of payment:


      
        
           


        

        
           


          
          

        

        
           


        

      


      (i)           Single Sum
Distribution.  A single sum distribution of the value of the
Participant’s Non-Grandfathered Benefit determined as of the last day of the
month preceding the payment date.  Upon such payment, no additional
Non-Grandfathered Benefits are owed to the Participant or his Beneficiary under
this Supplemental Plan.

      


      (ii)           Straight Life
Annuity.  An annuity that is the Actuarial Equivalent of the
Participant’s single sum amount under Section 4.3(b)(i), and that commences on
the payment date for the Participant’s life.

      


      (iii)           50%, 75%, or 100% Joint and
Survivor Annuity.  An annuity that is the Actuarial Equivalent
of the Participant’s single sum amount under Section 4.3(b)(i), that commences
on the payment date, and that provides payments for the life of the Participant
and, upon his death, continues to pay an amount equal to 50%, 75% or 100% (as
elected by the Participant prior to benefit commencement) of the annuity payment
to the contingent annuitant designated by the Participant at the time the
election is made.

      


      (iv)           Future Initial Form of
Payment Elections.  A Participant whose benefit under the
Supplemental Plan is determined using the cash balance formula under the
Qualified Plan who first becomes an Eligible Employee after 2008 and who was not
eligible to participate in the SCANA Corporation Executive Deferred Compensation
Plan before becoming eligible to participate in the Supplemental Plan may elect
at any time during the first 30 days following the date he becomes an Eligible
Employee to receive a distribution of his Non-Grandfathered Benefit in one of
the forms specified in this Section 4.3(b).

      


      (v)           Default Distribution
Options.  The following provisions apply to Participants whose
benefits under the Supplemental Plan are determined using the cash balance
formula under the Qualified Plan, notwithstanding any elections under this
Section 4.3(b) to the contrary.  In addition, if any such Participant
is eligible to make an election as to a form of distribution under this Section
4.3(b) and fails to do so at the time specified by the Committee, the following
provisions shall apply.

      


      (1)           Automatic Single Sum
Distribution.  If a Participant has terminated employment
before attaining age 55, the Participant’s Non-Grandfathered Benefit shall be
paid in the form specified in Section 4.3(b)(i), regardless of any election to
the contrary.

      


      (2)           Automatic Single Sum
Distribution.  If a Participant has terminated employment after
attaining age 55, and the value of the Participant’s Non-Grandfathered Benefit
does not exceed $100,000 at the time of such Termination of Employment, such
benefit shall be paid in the form specified in Section 4.3(b)(i), regardless of
any election to the contrary.

      


      (3)           Automatic Life Annuity
Distribution.  In the absence of an effective election, and
assuming that Subsections 4.3(b)(v)(1) or (2) do not otherwise apply,
Non-Grandfathered Benefits owed to the Participant hereunder shall be paid in
the form specified in Section 4.3(b)(ii).


      
        
           


        

        
           


          
          

        

        
           


        

      


      (vi)           Election Among Actuarially
Equivalent Annuities.  A Participant who elects, or is deemed
to have elected, either of the annuity options specified in Section 4.3(b)(ii)
or (iii) may change his election to the other annuity option at any time prior
to the payment date in accordance with procedures established by the
Committee.

      


      4.4           Death of
Participant.  Unless otherwise provided in an Agreement, if a
Participant dies on or after July 1, 2000 and before the payment date (as
defined in Section 4.3), a single sum distribution equal to the value of the
Participant’s benefit that otherwise would have been payable under the
Supplemental Plan determined in accordance with Section 4.2 shall be paid to the
Participant’s designated Beneficiary as soon as administratively practicable
following the Participant’s death.

      


      4.5           Designation of
Beneficiary.

      


      (a)           A
Participant shall designate a single person or trust (except as provided in
Section 4.3(b)) as the Beneficiary who is to receive any benefits payable
hereunder upon the Participant’s death.  The designation 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 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.

              


      

      


      (c)           In
the event that the Beneficiary named in paragraph (a) above predeceases the
Participant, the amounts that otherwise would have been paid to said Beneficiary
shall, where the designation fails to redirect to an alternate Beneficiary in
such circumstance, be paid to the Participant’s estate as the alternate
Beneficiary.

      


      (d)           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 first be paid to the Participant’s spouse (as
determined under the Qualified Plan), or if the Participant has no spouse upon
his date of death, any amounts owed shall be paid to the Participant’s estate as
the alternate Beneficiary.


      
        
           


        

        
           


          
          

        

        
           


        

      


      (e)           In
the circumstance that a Participant’s designation is 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.

      


      4.6           Documentation.  Each
person eligible for a benefit under this Supplemental Plan shall furnish the
Corporation with such documents, evidence, data or information in support of
such application as the Corporation considers necessary or
desirable.

      


      4.7           Delay in Distribution for
Specified Employees.  Notwithstanding anything to the contrary
in this Supplemental Plan, if the Participant is a “specified employee,” as
determined in accordance with procedures adopted by the Company that reflect the
requirements of Code Section 409A(a)(2)(B)(i), distribution of the
Non-Grandfathered Benefit which is made on account of the Participant’s
Termination of Employment for a reason other than death shall be deferred until
the earlier of (i) the first day of the seventh month following the date the
Participant Terminates Employment (without regard to whether the Participant is
reemployed on that date) or (ii) the date of the Participant’s
death.  Amounts that are deferred pursuant to this Section 4.7 shall
be accumulated without interest and paid in accordance with this Section
4.7.

      


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


      
        
           


        

        
           


          
          

        

        
           


        

      


      SECTION
5.   FINANCING

      


      5.1           Financing of
Benefits.  Participants shall not be required or permitted to
make any contribution under the Supplemental Plan.  Benefits shall be
payable, when due, by the Corporation, out of its current operating revenue to
the extent not paid from a trust created pursuant to Section 5.4.

      


      5.2           Contractual
Obligation.  The Corporation’s obligation to make payments to
the recipient when due shall be contractual in nature only, and participation in
the Supplemental Plan will not create in favor of any Participant any right or
lien against the assets of the Corporation.  No benefits under the
Supplemental Plan shall be required to be funded by a trust fund or insurance
contracts or otherwise.  Prior to benefits becoming due, the
Corporation shall expense the calculated liabilities in accordance with policies
determined appropriate by the Corporation and its auditors.

      


      5.3           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
Supplemental Plan, such right shall be no greater than the right of any
unsecured general creditor of the Corporation.

      


      5.4           “Rabbi” Trust. In
connection with this Supplemental 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 Supplemental 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 Supplemental
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 Supplemental Plan shall remain an unsecured claim against the
general assets of the Corporation.

      



      
        
           


        

        
           


          
          

        

        
           


        

      


      SECTION
6.   GENERAL PROVISIONS

      


      6.1           Employment/Participation
Rights.

      


      (a)           Nothing
in the Supplemental 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 Supplemental 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 Supplemental 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.

      


      6.2           Nonalienation of
Benefits.

      


      (a)           No
right or benefit under this Supplemental 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 Supplemental 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.

      


      6.3           Severability.   If
any particular provision of the Supplemental 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 Supplemental
Plan, and the Supplemental Plan shall be construed and enforced as if the
illegal or unenforceable provision had not been included.

      


      6.4           No Individual
Liability.   It is declared to be the express purpose and
intention of the Supplemental 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 Supplemental Plan.

      6.5           Applicable
Law.   The Supplemental Plan shall be governed by and
construed in accordance with the laws of the State of South Carolina except to
the extent governed by applicable federal law.

      


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


      
        
           


        

        
           


          
          

        

        
           


        

      


      SECTION
7.   PLAN ADMINISTRATION, AMENDMENT AND
TERMINATION

      


      7.1           In
General.  This Supplemental 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 Supplemental 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 the Supplemental 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 Supplemental
Plan.

      


      7.3           Finality of
Determination.  The determination of the Committee as to any
disputed questions arising under this Supplemental 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 Supplemental Plan and the expenses of administering
the Supplemental 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 Supplemental 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 Supplemental 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 Supplemental 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 Supplemental 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 Supplemental 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 Supplemental 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 Supplemental Plan at any time by action of its Board; provided,
however, that if the Supplemental Plan is amended to discontinue or reduce the
amount of Supplemental Plan benefit payments (except as may be required pursuant
to any plan arising from insolvency or bankruptcy proceedings): (a) Participants
who have commenced payment of their Supplemental Plan benefits under Section 4.3
in the form of a life annuity with 15-year death benefit shall continue to be
paid in the amount and manner (as provided under Section 4 hereof) as they were
being paid at the time of the amendment or discontinuance of the Supplemental
Plan, and (b) the accrued benefits under the Supplemental Plan of any
Participants who have not yet terminated shall not be reduced below the level
accrued as of the date of amendment.  If the Board amends the
Supplemental Plan to cease future accruals hereunder or terminates the
Supplemental Plan, the Board may, in its sole discretion, direct that each
Participant’s benefit under the Supplemental Plan be paid to each Participant
(or designated Beneficiary) in an immediate single sum distribution provided
that in the case of Non-Grandfathered Benefits the requirements of Code Section
409A (including, to the extent applicable, Treas. Reg. § 1.409A-3(j)(4)(ix)) are
met; in the absence of any such direction from the Board, the Supplemental Plan
shall continue as a “frozen” plan under which no future accruals will be
recognized and each Participant’s benefits shall be paid in accordance with
Section 4.

      



      
        
           


        

        
           


          
          

        

        
           


        

      


      SECTION
8.   CHANGE IN CONTROL PROVISIONS

      


      8.1           Accelerated Distributions
Upon Change in Control.

      


      (a)           Grandfathered
Benefits.  Notwithstanding anything in this Supplemental Plan
to the contrary, and subject to the terms of any Agreement, upon the occurrence
of a Change in Control where there has not been a termination of the SCANA
Corporation Key Employee Severance Benefits Plan (“KESBP”) prior thereto, the
Actuarial Equivalent present value of all Grandfathered Benefits (or remaining
Grandfathered Benefits) owed under this Supplemental Plan and each underlying
Agreement as of the date of such Change in Control shall become immediately due
and payable.

      


      (b)           Non-Grandfathered
Benefits.  Notwithstanding anything in this Supplemental Plan
to the contrary, and subject to the terms of any Agreement, upon the occurrence
of a Change in Control that constitutes a permitted change of control
distribution event under Code Section 409A, regardless of whether the KESBP is
terminated prior thereto, the Actuarial Equivalent present value of all
Non-Grandfathered Benefits (or remaining Non-Grandfathered Benefits) owed under
this Supplemental Plan and each underlying Agreement as of the date of such
Change in Control shall become immediately due and payable.

      


      (c)           Payment of SERP
Benefits.  Amounts payable under Section 8.1(a) or (b) shall be
referred to as each Participant’s “SERP Benefit.”  All SERP Benefits
payable under this Section 8.1 shall be paid to each Participant (and his or her
Beneficiary) in the form of a single lump sum cash payment of the Actuarial
Equivalent present value of all such amounts owed.  Such payment 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 designated Beneficiary) as soon as
practicable following the Change in Control, but in no event later than the date
specified by the terms of the SCANA Corporation Executive Benefit Plan
Trust.  With respect to Grandfathered Benefits, if the KESBP was
terminated prior to such Change in Control, then the provisions of Section
8.1(a) shall not apply and Participants’ benefits shall be determined under the
other applicable provisions of this Supplemental Plan and/or any
Agreement.  With respect to Non-Grandfathered Benefits, if the Change
in Control does not constitute a permitted change of control distribution event
under Code Section 409A, then the provisions of Section 8.1(b) shall not apply
and Participants’ benefits shall be determined and paid under the otherwise
applicable provisions of this Supplemental Plan and/or any
Agreement.

      


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


      
        
           


        

        
           


          
          

        

        
           


        

      


      in
accordance with the terms of this Supplemental Plan, and/or any Agreement, based
on benefits earned to the date of such Change in Control, with no requirement
for a successor to provide for accruals of benefits beyond the date of such
Change in Control except as required under Code Section 409A.  In
addition, and notwithstanding Section 8.3 to the contrary, if there is a Change
in Control, a successor to the Company may amend this Supplemental Plan to
provide for an automatic lump sum distribution of the Actuarial Equivalent of
Participants’ Grandfathered Benefits hereunder without such amendment being
treated as an amendment reducing any benefits earned.

      


      8.3           Amendment and Termination
After Change in Control.  Notwithstanding the foregoing, and
subject to Section 8.2, no amendment, modification or termination of the
Supplemental Plan may be made, and no Participants may be added to the
Supplemental Plan, upon or following a Change in Control if it would have the
effect of reducing any benefits earned (including optional forms of
distribution) prior to such Change in Control without the written consent of all
of the Participants covered by the Supplemental Plan at such time.  In
all events, however, the Corporation reserves the right to amend, modify or
delete the provisions of this Section 8 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.


      
        
           


        

        
           


          
          

        

        
           


        

      


      SECTION
9.  EXECUTION

      


      IN WITNESS WHEREOF, the Corporation has
caused this amended and restated SCANA Corporation Supplemental Executive
Retirement 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