KEY EXECUTIVE SEVERANCE BENEFITS PLAN

1.1            Establishment and History of the Plan .  SCANA Corporation established, effective February 28, 1990, a plan for certain senior executives known as the “SCANA Corporation Key Executive Severance Benefits Plan” (the “Plan”).  The Plan has been amended from time to time after its initial adoption for various design and administrative changes.  The Plan was amended and restated effective as of October 21, 1997 to include various administrative provisions and to clarify certain provisions regarding a Change in Control.  Effective as of January 1, 2007, the Plan was amended and restated to reflect various changes in the manner in which the benefits under the Plan are calculated and other administrative changes.  Effective January 1, 2009, the Plan is amended and restated to comply with the requirements of Code Section 409A.

1.2            Description of the Plan . This Plan is intended to constitute an unfunded plan that is established primarily for the purpose of providing certain benefits for a select group of management or highly compensated employees in the event of a Change in Control.

1.3            Purpose of the Plan .  The purpose of this Plan is to advance the interests of the Company by providing highly qualified Company executives and other key personnel with an assurance of equitable treatment in terms of compensation and economic security and to induce continued employment with the Company in the event of certain spin-offs, divestitures, or an acquisition or other Change in Control.  The Corporation believes that an assurance of equitable treatment will enable valued executives and key personnel to maintain productivity and focus during a period of significant uncertainty inherent in such situations and that a compensation plan of this kind will aid the Company in attracting and retaining the highly qualified professionals who are essential to its success.

2.1            Definitions .  Whenever used herein, the following terms shall have the meanings set forth below, unless otherwise expressly provided herein or unless a different meaning is plainly required by the context, and when the defined meaning is intended, the term is capitalized:

(a)           “ Agreement ” means a contract between an Eligible Employee and the Company permitting the Eligible Employee to participate in the Plan and delineating the benefits (if any) that are to be provided to the Eligible Employee in lieu of or in addition to the benefits described under the terms of this Plan.

(b)           “ Base Salary ” means the base rate of compensation payable to a Participant as annual salary, not reduced by any pre-tax deferrals under any tax-qualified plan, non-qualified deferred compensation plan, qualified transportation fringe benefit plan under Code Section 132(f), or cafeteria plan under Code Section 125 maintained by the Company, but excluding amounts received or receivable under all incentive or other bonus plans.

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

(d)           “ Beneficiary ” means any person or entity who, upon the Participant’s death, is entitled to receive the Participant’s benefits under the Plan in accordance with Section 5 hereof.

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

(f)           “ Change in Control ” means a change in control of the Corporation of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the   Exchange Act, whether or not the Corporation is then subject to such reporting requirements; provided that, without limitation, such a Change in Control shall be deemed to have occurred if:

(i)           Any Person (as defined in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d)) is or becomes the Beneficial Owner, directly or indirectly, of twenty five percent (25%) or more of the combined voting power of the outstanding shares of capital stock of the Corporation;

(ii)           During any period of two (2) consecutive years (not including any period prior to December 18, 1996) there shall cease to be a majority of the Board comprised as follows:  individuals who at the beginning of such period constitute the Board and any new director(s) whose election by the Board or nomination for election by the Corporation’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved;

(iii)           The issuance of an Order by the Securities and Exchange Commission, under Section 9(a)(2) of the Public Utility Holding Company Act of 1935, as amended (the “1935 Act”), authorizing a third party to acquire five percent (5%) or more of the Corporation’s voting shares of capital stock;

(iv)           The shareholders of the Corporation approve a merger or consolidation of the Corporation with any other corporation, other than a merger or consolidation which would result in the voting shares of capital stock of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting shares of capital stock of the surviving entity) at least eighty percent (80%) of the combined voting power of the voting shares of capital stock of the Corporation or such surviving entity outstanding immediately after such merger or consolidation; or the shareholders of the Corporation approve a plan of complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets; or

(v)           The shareholders of the Corporation approve a plan of complete liquidation, or the sale or disposition of South Carolina Electric & Gas Company (hereinafter SCE&G), South Carolina Pipeline Corporation, or any subsidiary of the Corporation designated by the Board as a “Material Subsidiary,” but such event shall represent a Change in Control only with respect to a Participant who has been exclusively assigned to SCE&G, South Carolina Pipeline Corporation, or the affected Material Subsidiary.

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

(h)           “ Committee ” means the Human Resources Committee of the Board.  Any references in this Plan to the “Committee” shall be deemed to include references to the designee appointed by the Committee under Section 7.4.

(i)           “ Company ” means the Corporation and any subsidiaries of the Corporation and their successor(s) or assign(s) that adopt this Plan through execution of Agreements with any of their Employees or otherwise. When the term “Company” is used with respect to an individual Participant, it shall refer to the specific company at which the Participant is employed, unless otherwise required by the context.

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

(k)           “ Eligible Employee ” means an Employee who is employed by the Company in a high-level management or administrative position, including employees who also serve as officers of the Company.

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

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

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

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

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

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

3.2            Termination of Participation .  Once a Participant is selected for participation in the Plan under Section 3.1, the Participant shall remain covered hereunder until the earliest of (i) the date the Participant is notified, in a writing signed by the Corporation’s Chief Executive Officer, that the Participant is no longer covered by the provisions of this Plan; (ii) the date upon which the Participant’s employment terminates for any reason; or (iii) the date of termination of the Plan.

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

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

(a)           An amount intended to approximate three (3) times the sum of: (i) the Participant’s annual Base Salary in effect as of the Change in Control, and (ii) the Participant’s full targeted annual incentive opportunity in effect as of the Change in Control;

(b)           If the Participant’s benefit under the SCANA Corporation Supplemental Executive Retirement Plan is determined using the final average pay formula under the SCANA Corporation Retirement Plan, an amount equal to the present lump sum value (determined using a reasonable interest rate determined by the Committee or its designee) of the actuarial equivalent of the Participant’s accrued benefit under the SCANA Corporation Retirement Plan and the SCANA Corporation Supplemental Executive Retirement Plan through the date of the Change in Control, calculated (in each case to the extent applicable to calculating the Participant’s benefit):

which benefit shall be offset by the actuarial equivalent of the Participant's benefit provided by the SCANA Corporation Retirement Plan and the Participant’s benefit under the SCANA Corporation Supplemental Executive Retirement Plan.  For purposes of calculating the foregoing benefits, “actuarial equivalent” shall be determined using the same methods and assumptions in effect under the SCANA Corporation Retirement Plan, or any applicable individual Participant agreement, immediately prior to the Change in Control.

(c)           If the Participant’s benefit under the SCANA Corporation Supplemental Executive Retirement Plan is determined using the