SUPPLEMENTAL EXECUTIVE RETIREMENT 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.

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.

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.

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 o