STOCK PURCHASE-SAVINGS PLAN

SCANA CORPORATION

STOCK PURCHASE-SAVINGS PLAN

(Including amendments through June 14, 2004)

STOCK PURCHASE-SAVINGS PLAN

(Including amendments through June 14, 2004)

TABLE OF CONTENTS

SCANA Corporation, as successor corporation to South Carolina Electric & Gas Company, pursuant to a Plan of Exchange effective December 31, 1984, adopted the South Carolina Electric & Gas Company Stock Purchase-Savings Plan for Employees (effective July 1, 1964, as amended through September 1, 1984) on behalf of itself and as agent for each subsidiary which elects to have its employees participate in this Plan in order to provide an opportunity for employees to become shareholders of SCANA Corporation and to encourage them to save on a regular basis by setting aside part of their earnings. Such Plan was further amended, effective December 31, 1984 and was amended and restated, effective July 1, 1985, and subsequently amended effective June 10, 1986 and July 1, 1986 with a restatement as of the latter date. The Plan was amended and restated effective January 1, 1989, to comply with the Internal Revenue Code of 1986 and Treasury Department Regulations with the effective dates of certain subsequent provisions otherwise indicated. The Plan was amended on June 26, 1991 at Section 4.3 to increase from 5% to 9% the maximum allowable unmatched Employee contributions, and at sections 8.3A and 8.9A to permit withdrawals and distributions to be in cash, all such amendments effective as of October 11, 1991. The Plan was amended on October 15, 1991 by adding “Date of Distribution” as a defined term under Article II; Plan Sections 4.1, 4.1A, 4.2, 6.3, 8.1, 8.6, 8.7, 8.10, 9.1, 9.1A, 9.2, 15.2, 15.3, 15.4, 15.5, and Articles I, V, XVI, and XVIII were also amended. The Plan was amended effective March 7, 1992 regarding the admission of South Carolina Real Estate Development Company, Inc. and MPX Systems, Inc. as participating Employers. The Plan was amended on June 16, 1992 with respect to loans, minimum required distributions after age 70½, the withdrawal by Participants of Employer contributions, the admission of SCANA Petroleum Resources, Inc. and SCANA Energy Marketing, Inc. (formerly SCANA Hydrocarbons, Inc.) as participating Employers, and the Plan restated. The Plan was amended effective January 1, 1995 regarding the admission of ServiceCare, Inc. as a participating employer.

The Plan was amended and restated as of July 1, 1994 to incorporate various amendments, including the amendments necessary to comply with the Unemployment Compensation Amendments of 1993 (effective January 1, 1993), the merger of the SCANA Corporation Employee Stock Ownership Plan with and into the Plan (effective April 30, 1993), the creation of the Employee Plans Committee as the entity with general Plan amendment authority (effective December 15, 1993), and various other clarifying or compliance-related matters.

The Plan was amended effective December 1, 1995 to prohibit the borrowing of additional amounts through Plan loan refinancings.

The Plan was amended and restated generally as of January 1, 1997 with respect to allowing for rollover contributions; to incorporate various amendments necessary to comply with the Uniformed Services Employment and Reemployment Act of 1994 and the Small Business Job Protection Act of 1996 and related legislation, regulations and other guidance; and to include certain other amendments related to the Trustee’s responsibility.

The Plan was amended and restated as of January 1, 1999 to permit Participants to invest their contributions (pre-tax and after-tax) in a Money Market Fund and to provide for related amendments.

The rights of any Employee who terminated employment with an adopting Employer before the effective date of each applicable amendment included in the restated Plan will be governed by that provision as it was in effect on the Employee’s termination date.

The Plan was amended effective December 1, 1999 to add an employee stock ownership plan feature. Thus, the Plan consists of two portions beginning December 1, 1999. The first portion is a profit sharing plan intended to qualify under Code Sections 401(a), 401(k) and 401(m). The second portion (the assets of which are invested in the Common Stock Fund) is both a stock bonus plan and an employee stock ownership plan intended to qualify under Code Sections 401(a) and 4975(e)(7), respectively, and as such is designed to invest primarily in qualifying employer securities of SCANA Corporation.

Effective January 1, 2000, SCANA Services Company was admitted as a participating Employer. Effective March 1, 2000, Public Service Company of North Carolina, Inc. was admitted as a participating Employer.

The Plan was amended effective January 1, 2001, to permit participants to direct the investment of all contributions other than Employer Contributions among the Investment Funds offered under the Plan and to include certain other amendments related to contribution and investment changes, withdrawals and loans.

The Plan was amended, effective January 1, 2002 (unless otherwise indicated), to implement certain changes required or permitted by the Economic Growth and Tax Relief Reconciliation Act of 2001.

The Plan was amended, effective as of various dates as set forth in an EPC resolution dated June 14, 2004, to make certain design changes and to modify the responsibilities of the Plan Manager and the Investment Committee.

Merger of Carolina Pipeline Company, Inc. Employee Stock Purchase Thrift Plan into the SCANA Corporation Stock Purchase-Savings Plan. On April 22, 1982, Carolina Pipeline Company, Inc., was acquired by South Carolina Electric & Gas Company. Effective April 22, 1982, contributions to the Carolina Pipeline Company, Inc., Employee Stock Purchase Thrift Plan amended as of April 22, 1979 (hereinafter referred to as the “CPC Plan”) were suspended and Participants in the CPC Plan became eligible to participate in the South Carolina Electric & Gas Company Stock Purchase-Savings Plan. As a result of the above, former employees of Carolina Pipeline Company, Inc., were Participants in the CPC Plan by virtue of Account balances in the CPC Plan Trust and also Participants in this Plan by virtue of meeting the eligibility requirements and making appropriate contributions to this Plan. Effective June 10, 1986, the CPC Plan was merged into this Plan. All Participants with Account balances in the CPC Plan Trust Fund on June 9, 1986, had such Account balances transferred to this Plan on June 10, 1986, and will be eligible to receive benefits as set forth in the provisions of this Plan, as amended by the applicable provisions of Appendix I.

Merger of SCANA Corporation Employee Stock Ownership Plan into the SCANA Corporation Stock Purchase-Savings Plan. Effective April 30, 1993, the SCANA Corporation Employee Stock Ownership Plan was merged with and into the SCANA Corporation Stock Purchase-Savings Plan. As a result of this merger, all Account balances held under the ESOP were transferred to this Plan and became eligible to receive benefits as set forth in the provisions of this Plan, as amended by the applicable provisions of Appendix I.

Merger of Public Service Company of North Carolina, Incorporated and Subsidiaries Special Savings and Retirement Plan and Trust into the SCANA Corporation Stock Purchase-Savings Plan. Effective September 1, 2000, the Public Service Company of North Carolina, Incorporated and Subsidiaries Special Savings and Retirement Plan and Trust (the “PSNC Plan”) was merged with and into the SCANA Corporation Stock Purchase-Savings Plan. As a result of this merger, all Account balances held under the PSNC Plan were transferred to this Plan and became eligible to receive benefits as set forth in the provisions of this Plan, as amended by the applicable provisions of Appendix I. This Plan, as set forth herein, hereby amends the PSNC Plan to comply with the requirements of the Uruguay Round Agreements Act (“GATT”), the Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”), the Taxpayers Relief Act of 1997 (“TRA ‘97”), the Internal Revenue Service Restructuring Act of 1998 and the Community Renewal Tax Relief Act of 2000 (“CRA”).

ARTICLE II. DEFINITIONS

For the purpose of this Plan the following terms shall have the meanings as set forth below unless the context requires otherwise:

2.01   Additional Contributions: Eligible Earnings which a Participant elects to contribute to the Plan in accordance with Section 4.3.

2.02   Adjustment Factor: The cost of living adjustment factor prescribed by the Secretary of the Treasury under Section 415(d) of the Code for years beginning after December 31, 1987, as applied to such items and in such manner as the Secretary shall provide.

2.03   Affiliate: All corporations, trades or businesses which are (a) a member, with the Company, of a controlled group of organizations within the meaning of Code Section 1563(a) determined without regard to Code Sections 1563(a)(4) and (e)(3)(C); (b) a member with the Company of a group of trades or businesses (whether or not incorporated) under common control, as determined by the Secretary of the Treasury in regulations adopted under Code Section 414(c); (c) any organization (whether or not incorporated) which is a member with the Company of an affiliated service group as defined in Code Section 414(m); and (d) any other entity to the extent required to be aggregated with the Company under final regulations issued pursuant to Code Section 414(o).

2.04   Beneficiary: The surviving Spouse of the Participant, unless such surviving Spouse has previously consented to the designation of another person, estate, trust, or organization as Beneficiary in a writing acknowledging the effect of such designation, which writing is witnessed by a notary public. The Beneficiary of an unmarried Participant or of a married Participant with consenting Spouse shall mean any person(s) who, or estate, trust, or organization which becomes entitled to receive benefits upon the death of a Participant. A Participant shall file with the Plan Manager a designation of Beneficiary. Such a designation may be changed or revoked by a notice filed with the Plan Manager; however, such a change must be properly consented to by the Participant’s Spouse, if the Spouse is not named as Beneficiary. In the case of a Participant with no Spouse, any designation of a non-Spouse Beneficiary shall automatically be revoked upon the marriage or remarriage of the Participant. Any individual who is designated as an alternate payee in a qualified domestic relations order (as defined in Section 414(p) of the Code) relating to a Participant’s benefits under this Plan shall be treated as a Beneficiary hereunder, to the extent provided by such order.

2.05   Break in Service: For periods of service occurring before July 1, 1989 (the date as of which all Employer Contributions became fully vested pursuant to Article X):

        2.06   Code: The Internal Revenue Code of 1986, as amended from time to time.

2.07   Committee: The SCANA Corporation Stock Purchase-Savings Plan Committee appointed by the Chief Executive Officer of the Company is the administrator of the Plan. The members of the Committee shall serve at the pleasure of the Chief Executive Officer.

2.08   Common Stock: The common stock of SCANA Corporation, also referred to as “shares” or “stock” allocated or to be allocated to Participants’ Accounts.

2.09   Common Stock Fund: An Investment Fund under which the Trustee holds all of the assets in the employee stock ownership portion of the Plan, including any shares of Common Stock and any cash dividends declared on Common Stock. From time to time, the Common Stock Fund may be referred to as the “ESOP Fund.”

2.10   Company: The term “Company” shall mean SCANA Corporation.

2.11   Date of Distribution: The date on which the Plan Manager processes the distribution from the Participant’s Account, with shares valued for purposes of such Date of Distribution at the Valuation Price.

2.12   Deferrals: Contributions made to the Plan during the Plan Year by the Employer, at the election of the Participant, in lieu of cash compensation and shall include contributions made pursuant to a salary reduction agreement on a pre-tax basis.

2.13   Disability: A disability of the Participant that causes the Participant to be incapable of performing his customary duties and entitles the Participant to benefits under the SCANA Long Term Disability Plan.

2.14   Eligible Earnings: Effective for periods prior to January 1, 2000 (and for periods prior to January 1, 2001 for Eligible Employees whose employment is covered by the collective bargaining agreement with the International Brotherhood of Electrical Workers (“IBEW Employees”), the term “Eligible Earnings” shall mean an Eligible Employee’s regular annual base wages or salary plus amounts deferred under Sections 4.1 and 4.3 of the Plan and pre-tax amounts deferred under Code Section 401(k) under any other plan of the Employer and amounts contributed by the Eligible Employee on a pre-tax basis under a cafeteria plan maintained by the Employer under Code Section 125 and amounts received as a qualified transportation fringe under Code Section 132(f). The term “Eligible Earnings” shall not include commissions, drawing accounts, bonuses, overtime, or any other special payments, fees and allowances.

Effective for Eligible Employees other than IBEW Employees, for periods on or after January 1, 2000 but before July 1, 2000, the term “Eligible Earnings” shall mean an Eligible Employee’s regular annual base wages or salary, plus overtime, commissions and bonuses (other than bonuses paid to officers and key employees under the Long Term Incentive Plan). Eligible Earnings also includes amounts deferred under Sections 4.1 and 4.3 of the Plan and pre-tax amounts deferred under Code Section 401(k) under any other plan of the Employer and amounts contributed by the Eligible Employee on a pre-tax basis under a cafeteria plan maintained by the Employer under Code Section 125 and amounts received as a qualified transportation fringe under Code Section 132(f).

Effective for Eligible Employees other than IBEW Employees for periods on or after July 1, 2000, and for IBEW Employees for periods on or after January 1, 2001, the term “Eligible Earnings” shall mean an Eligible Employee’s annual base salary or regular wages, plus overtime, commissions, bonuses, shift differential, license pay and other incentive pay (except for long-term incentive pay) plus amounts deferred under Sections 4.1 and 4.3 of the Plan and pre-tax amounts deferred under Code Section 401(k) under any other plan of the Employer and amounts contributed by the Eligible Employee on a pre-tax basis under a cafeteria plan maintained by the Employer under Code Section 125 and amounts received as a qualified transportation fringe under Code Section 132(f). The term “Eligible Earnings” shall not include payment for unused flex credits, payments in lieu of overtime meals, posthumous pay, relocation payments, per diem payments, car allowances, severance payments and any non-cash compensation (including, but not limited to, imputed income).

For Plan Years beginning after December 31, 1988, Eligible Earnings in excess of $200,000 shall be disregarded. For Plan Years beginning after December 31, 1993, Eligible Earnings in excess of $150,000 shall be disregarded. For Plan Years beginning after December 31, 2001, Eligible Earnings in excess of $200,000 shall be disregarded. Such dollar limitations on Eligible Earnings shall be adjusted at the same time and in such manner as permitted under Code Section 401(a)(17) and the regulations and other guidance issued thereunder.  

2.15   Eligible Employee: An Employee who has attained age 18 and who receives Eligible Earnings from an Employer or would be receiving Eligible Earnings except for a leave of absence authorized by the Employer under the Employer’s established personnel practices; provided, however, that any Employee otherwise eligible to become an Eligible Employee may voluntarily waive participation in the Plan. Notwithstanding the foregoing, the term Eligible Employee shall not include:

2.16   Employee: A common law employee of the Company or any Affiliate, including employees covered by a collective bargaining agreement and a leased employee, as defined in Section 414(n) of the Code; provided, however, that the term “Employee” shall not include any leased employee (as defined in Section 414(n) of the Code) covered by a plan described in Section 414(n)(5) of the Code unless all leased employees constitute more than 20 percent of the total workforce of the Company and its Affiliates.

2.17   Employee Plans Committee: The Employee Plans Committee as appointed by the Chief Executive Officer of the Company in consultation with the Chairman of the Management Development and Corporate Performance Committee of the Company’s Board of Directors.

2.18   Employer: The term “Employer” shall mean SCANA Corporation, South Carolina Electric & Gas Company, and South Carolina Pipeline Corporation. The term “Employer” shall also mean any other Affiliate, the Board of Directors of which shall elect to have its Employees participate in this Plan, and as to which such election is also approved by the Board of Directors of SCANA Corporation; in this regard:

2.19   Employer Contribution: A contribution made by an Employer pursuant to Article V.

2.20   Highly Compensated Employee: “Highly Compensated Employees” include those Employees who meet the definition of “Highly Compensated Employee” as determined under Section 414(q) of the Code and the regulations issued thereunder, as set forth herein. Effective January 1, 1997, the term “Highly Compensated Employee” includes “Highly Compensated Active Employees” and “Highly Compensated Former Employees” and shall be determined as follows:

2.21   Inactive Participant: Any Eligible Employee or former Eligible Employee who is not an active Participant in the Plan and who has amounts credited to his Account under the Plan.

2.22   Investment Committee: The Investment Committee is the fiduciary for all financial responsibilities of the Plan. The Investment Committee consists of the Chief Financial Officer and such other persons designated by the Chief Executive Officer.

2.23   Investment Fund: A fund established in the Trust for investment of contributions made to a Participant’s Accounts.

2.24   Money Market Fund: An Investment Fund which is invested in short term money market instruments, including, but not by way of limitation, short term securities of the United States or any agency or instrumentality thereof or in one or more investment companies commonly known as “money market” mutual funds.

2.25   Participant: An Eligible Employee who is an active Participant in the Plan and who has amounts credited to his Account under the Plan.

2.26   Plan: The SCANA Corporation Stock Purchase-Savings Plan, the Plan set forth herein, as amended from time to time.

2.27   Plan Administrator: The SCANA Corporation Stock Purchase-Savings Plan Committee (“Committee”).

2.28   Plan Manager: The person appointed by the Committee to have primary responsibility for management of the regular operations of the Plan. The Plan Manager shall report to the Committee. The Plan Manager may delegate its responsibilities to any individual or entity and references in the Plan to the Plan Manager shall be deemed to refer to the Plan Manager’s delegate, if any.

2.29   Plan Year: Effective January 1, 1989, the term “Plan Year” shall mean the twelve (12) month period commencing January 1st and ending on the last day of December next following. For purposes of this Plan, the plan year shall also constitute the “Limitation Year” for purposes of Section 415 of the Code.

2.30   Regular Contributions: Eligible Earnings which a Participant elects to contribute to the Plan on an after-tax basis in accordance with Section 4.2.

2.31   Spouse: That person who is legally married to the Employee according to the law of the Employee’s residence.

2.32   Termination of Employment: The ending of the employment relationship between the Employer and an Employee for a cause other than death. A leave of absence authorized by the Employer under the Employer’s established and nondiscriminatory personnel practices is not a termination of employment. Notwithstanding the above, a transfer by a Participant from the Employer to an Affiliate which has not adopted this Plan shall not be deemed to be a Termination of Employment.

2.33   Trust (or Trust Fund): The fund or funds maintained under the trust agreement with the Trustee to receive and invest the amounts contributed on behalf of Participants, and from which distributions will be made.

2.34   Trustee: The individual(s) or corporation(s) appointed by the Investment Committee, pursuant to a trust agreement, to hold and manage the Trust Fund.

2.35   Valuation Date: Any day on which the New York Stock Exchange or any successor to its business is open for trading or any other date designated from time to time by the Plan Manager for determining the value of a Participant’s Account for all purposes under the Plan, including the determination of amounts available for loans, withdrawals, and distributions.

2.36   Valuation Price: The fair market value for Common Stock as of any date, as determined by the Investment Committee, or its delegate.

ARTICLE III. ELECTION OF PARTICIPATION

3.1   Election to Participate: An Eligible Employee may elect to participate in the Plan by giving notice to the Plan Manager on or before the day on which such Eligible Employee’s participation is to commence. Such Eligible Employee’s participation will commence as of the first day of the pay period which begins following the date the Employer receives the notice.

3.2   Election Authorization: The notice of election to participate under Section 3.1 shall authorize (a) an Eligible Earnings deferral election as permitted under Section 4.1 and/or (b) a payroll deduction election as permitted under Section 4.2. Such notice may also authorize additional contributions under the provisions of Section 4.3, an Investment Fund designation pursuant to Section 6.2, and a dividend retention election pursuant to Section 6.7.

4.1   Deferrals: Subject to the applicable limitations of Article XII, a Participant may elect to defer receipt on a pre-tax basis of 1, 2, 3, 4, 5 or 6 percent of Eligible Earnings under the Plan, such amount to be contributed to his Account under the Plan. The total of the amount elected under this Section 4.1 and Section 4.2 shall not exceed 6 percent of the Participant’s Eligible Earnings.

4.2   Regular Contributions: Subject to the applicable limitations of Article XII, instead of electing to defer receipt of a portion of his Eligible Earnings under Section 4.1, a Participant may elect to contribute to the Plan, by means of payroll deductions on an after-tax basis, 1, 2, 3, 4, 5 or 6 percent of Eligible Earnings, such amount to be contributed to his Account under the Plan. The total of the amount elected under this Section 4.2 and Section 4.1 shall not exceed 6 percent of the Participant’s Eligible Earnings.

4.3   Additional Contributions:  

4.4   Timing of Contributions: All Deferrals, Regular Contributions, and Additional Contributions shall be contributed to the Trust by the Employer as soon as practical after amounts are subject to payroll deduction, but in all events all such Deferrals and Contributions shall be contributed to the Trust by the Employer in accordance with the requirements set forth in regulations and other guidance issued by the Department of Labor.

4.5   Changes in Contributions: Effective January 1, 1989, a Participant may change his contribution election under Sections 4.1, 4.2, and 4.3 as of the first day of the Plan Year which begins following the date the Plan Administrator receives a notice of change. Notice of any such change shall be given on a form to be provided by the Employer, signed by the Participant, and delivered to the Employer at least thirty (30) days before the first Plan Year affected by the change. Effective October 1, 2000, a Participant may change his contribution election under Sections 4.1, 4.2, and 4.3 at any time by applying to make such change in the manner prescribed by the Plan Administrator (including telephonic or electronic application). Any such change shall become effective as soon as practicable following the date the Participant applies to make such change, provided that the effective date shall be the first day of a payroll period.

4.6   Suspension of Contributions: A Participant may suspend Deferrals, Regular Contributions or Additional Contributions by giving notice on a form provided by the Employer at least ten days before the start of the first payroll period affected by the suspension. On any pay day on which a deduction would normally be made from a Participant’s Eligible Earnings, the deduction will be automatically suspended without notice if his net Eligible Earnings due on such pay day is insufficient to permit the deduction to be made in full.

A Participant whose Deferrals, Regular Contributions or Additional Contributions have been suspended may resume contributions by executing a new authorization with his Employer. The authorization shall be effective as soon as it is administratively feasible.

4.7   Rounding of Amounts: Amounts of payroll deductions may be rounded or determined on a bracket basis in a manner determined by the Plan Manager for the purpose of facilitating administration of the Plan.

4.8   Rollover Contributions:

ARTICLE V. EMPLOYER CONTRIBUTIONS

5.1   Employer Contributions: Subject to the applicable limitations of Article XII, each Employer shall contribute, out of current or accumulated earnings as determined under generally accepted accounting principles and practices or from other sources of funds without regard to current or accumulated profits, on behalf of each of the Participants in its employ an amount equal to one hundred percent of all Deferrals and Regular Contributions under the provisions of Sections 4.1 and 4.2, to the extent such contributions, when combined, do not exceed six percent (6%) of Eligible Earnings. Employer Contributions will be made as soon as practicable after the end of each month. No Employer Contributions will be made with respect to Additional Contributions pursuant to Section 4.3 or Rollover Contributions pursuant to Section 4.8.

5.2   Corrective Contributions/Reallocations: If, with respect to a Plan Year, an administrative error results in a Participant’s Accounts not being properly credited with the amounts of Deferrals, Regular Contributions, Additional Contributions, Rollover Contributions, or Employer Contributions, or earnings on any such amounts, corrective Employer contributions or account reallocations may be made in accordance with this Section. Solely for the purpose of placing any affected Participant’s Account in the position that it would have been in if no error had been made, the Company may make additional contributions to such Participant’s Accounts, or the Plan Manager may reallocate existing Contributions among the Accounts of affected Participants.

ARTICLE VI. PLAN INVESTMENTS

6.1   Investment Funds: In the sole discretion of the Plan Administrator, one or more funds (to be designated as “Investment Funds”) shall be established in the Trust subject to the terms of Appendix II.

6.2   Employee Deferrals, Regular Contributions, Additional Contributions, and Rollover Contributions: Effective November 1, 1988 and for periods prior to January 1, 1999, all Deferrals, Regular Contributions, Additional Contributions, and Rollover Contributions made during any Plan Year shall be invested entirely in Common Stock. Effective January 1, 1999, each Participant, as part of his election to make Deferrals, Regular Contributions, Additional Contributions, and Rollover Contributions, shall designate the Investment Fund in which such contributions, if any, shall be invested. Effective January 1, 1999 and for periods prior to October 1, 2000, the designation shall indicate that such contributions shall be invested either 100% in the Common Stock Fund or 100% in the Money Market Fund. Effective October 1, 2000, the designation shall indicate, in whole percentage increments, the Investment Funds that such contributions, if any, shall be invested. If a Participant fails to designate the investment of such contributions, he shall be deemed to have elected to have such contributions invested in the IRT Stable Value Fund.

6.3   Change in Investment Designation of Future Employee Deferrals, Regular Contributions, Additional Contributions, and Rollover Contributions: A Participant may change the Investment Fund into which any future Employee Deferrals, Regular Contributions, Additional Contributions, and Rollover Contributions are invested, by notifying the Trustee at any time and in the manner prescribed by the Plan Manager (including, if such procedures are authorized, telephonic or electronic notice). Effective for periods prior to October 1, 2000, any change in the designated Investment Fund shall be such that all such future contributions shall be invested either 100% in the Common Stock Fund or 100% in the Money Market Fund. Effective October 1, 2000, any change in the designation shall indicate, in whole percentage increments, the Investment Funds that all such future contributions, if any, shall be invested. Any such change in the designation of Investment Funds shall be effective as soon as practicable after such notice is received by the Trustee.

6.4   Transfers of Existing Employee Deferrals, Regular Contributions, Additional Contributions, Employer Contributions and Rollover Contributions Among Investment Funds: A Participant may change the Investment Fund in which the existing balances of his Employee Deferrals, Regular Contributions, Additional Contributions, Employer Contributions (effective as of January 1, 2004), and Rollover Contributions are invested by notifying the Trustee at any time in the manner prescribed by the Plan Manager (including, if such procedures are authorized, telephonic or electronic notice). The Participant may transfer all or part of his existing balances in such percentages or dollar amounts as permitted by the Plan Manager and as applied to all similarly situated Participants. Any such transfer of amounts from one Investment Fund to another Investment  Fund shall be effective as soon as practicable after the Participant notifies the Trustee.

6.5   Employer Contributions: Employer Contributions under Article V shall be invested solely in the Common Stock Fund. Effective as of January 1, 2004, a Participant shall be permitted to transfer the existing balance of his Employer Contributions from the Common Stock Fund to another Investment Fund, in accordance with Section 6.4.

6.6   Investments in Common Stock Fund:  

           6.7   Dividends on Common Stock:  The following provisions shall apply with respect to any cash dividends on shares of Common Stock held in the ESOP portion of the Plan (the Common Stock Fund) that are declared and paid on or after December 1, 1999:

6.8   Uninvested Cash: Subject to the payment of cash dividends under Section 6.7 above, any uninvested cash in the Account of a Participant or inactive Participant at the end of a Plan Year may be carried over to the next Plan Year, and then invested in accordance with the investment designation otherwise applicable under this Article VI.

6.9   Diversification of Amounts in the Common Stock Fund:

ARTICLE VII. INVESTMENT ACCOUNTS

7.1   Separate Accounts: Separate Accounts for each Participant for each Plan Year shall be set up to reflect the form and source of contribution (Deferrals, Regular Contributions, Additional Contributions, Rollover Contributions, and Employer Contributions). The Plan Manager shall establish a separate Account for each Participant to which shall be credited the Participant’s allocable share of:

Amounts allocated to a Participant’s Accounts for a Plan Year may be consolidated with amounts allocated for earlier Plan Years two years after the Plan Year has ended.

7.2   Account Information:  

7.3   Applicable Valuation Date: Whenever a distribution or withdrawal by a Participant is made, the amount paid to the Participant shall be based on the value of his or her Accounts as of the Valuation Date determined in accordance with Article VIII. Whenever a loan to a Participant is made, the amount of such loan shall be based on the value of his or her Accounts as of the Valuation Date determined in accordance with Article IX.

7.4   Fiduciary Responsibility:  The Plan is intended to constitute a plan described in ERISA Section 404(c). To the extent that a Participant exercises control over the assets in his Participant Account, as determined under regulations prescribed by the Secretary of Labor, neither the Company, any Employer, the Committee, the Plan Manager, the Trustee nor any other fiduciary or designee shall be liable for any loss, or by reason of any breach, which results from such Participant’s exercise of control and investment direction. Neither the Company, any Employer, the Committee, the Plan Manager, the Trustee nor any other fiduciary or designee who complies with the standards set forth in Article XVII hereof shall be liable for any loss which

ARTICLE VIII. WITHDRAWALS/DISTRIBUTIONS

8.1   Withdrawals Before Termination of Employment:

A Participant may elect at any time during the Plan Year to make withdrawals from his Accounts in the order set forth in the lists below. Withdrawals shall be made pro rata over all Investment Funds except where the Participant requests to receive Common Stock.

8.2   Frequency of Withdrawal: A Participant who has made a withdrawal under Sections 8.1(a), 8.1(b) or 8.1(c) may not made another withdrawal under Sections 8.1(a), 8.1(b) or 8.1(c) until after the expiration of the 180 calendar day period following the date of the previous withdrawal.

8.3   Form of Withdrawal: To the extent a Participant’s Account is invested in Common Stock, withdrawals may be in kind (Common Stock), except for (a) uninvested cash and (b) cash for fractional shares in accordance with Section 8.10, or may in the alternative at the election of the Participant be wholly in cash with respect to SCANA Corporation Common Stock only, the cash alternative to be based on the Valuation Price.

Effective August 3, 1992 regarding the cash-option alternative described in the previous paragraph, the Trustee shall, if necessary, at the direction of the Plan Manager as a named fiduciary of the Plan, directly or via an agent, sell Participant shares of Common Stock in the open market on the NYSE; the number of shares to be sold in the open market and the authorization for such sale shall be specified on form(s) approved by the Plan Manager, who shall directly or via duly designated Company employee(s) review the same, and following approval, direct the Trustee to

carry out the sale of shares indicated. The Participant shall bear all risk of a declining market price to the time of sale, and the sales commissions and any transactional taxes inherent to the sale and payable at such time shall be charged to the Participant’s Account.

8.4   Notice of Withdrawal: Notice of withdrawal must be given by a Participant at least sixty (60) days (or such lesser number of days as the Plan Manager may specify) prior to the date of withdrawal. Such notice must be given to the Plan Manager on a form provided by the Plan Manager (or its designee) for such purpose (including telephonic, electronic or other means) specifying that the Participant elects a withdrawal option set forth in Section 8.1. Subject to Section 8.14 (Direct Rollover Distributions), payment pursuant to such notice shall be made as soon as practicable upon receipt by the Employer. Notwithstanding the foregoing, no withdrawal may be made under this Article VIII by a Participant during the period in which the Committee is making a determination of whether a domestic relations order affecting the Participant’s Account is a qualified domestic relations order, within the meaning of Section 414(p) of the Code. Further, if the Committee is in receipt of written notice that a qualified domestic relations order affecting a Participant’s Account is being sought, it may prohibit such Participant from making a withdrawal under this Article VIII until a final determination with respect to such order has been made (or a determination has been made that such order will not be submitted within a reasonable period of time after the Committee was notified of such an order). Finally, if the Committee is in receipt of a qualified domestic relations order with respect to any Participant’s Account, it may prohibit such Participant from making a withdrawal under this Article VIII until the alternate payee’s rights under such order are satisfied.

8.5   Distribution on Termination of Employment or Disability: In the event of Termination of Employment of a Participant or the Participant’s Disability, he shall be eligible to receive, in a single sum, the balance in his entire Account, in cash or in kind, subject to the remaining provisions of this Article VIII. Effective January 1, 2002, a Participant’s entire Account shall be distributable on account of the Participant’s severance from employment (regardless of when the severance from employment occurred). However, such a distribution shall be subject to the other provisions of the Plan regarding distributions, other than provisions that require a separation from service before such amounts may be distributed.

8.6   Distribution on Death: If a Participant’s employment with an Employer is terminated by reason of death, or the Participant’s death occurs after Termination of Employment and before a distribution of his Account has been made, the entire balance credited to the Participant’s Account shall be distributed to the Participant’s Beneficiary in a single sum, in cash or in kind, as determined under Section 8.9. Such distribution shall be made as soon as practicable after the Participant’s death and in no event later than 60 days after the close of the Plan Year in which that death occurs. In the case of distributions to surviving Spouses, the direct rollover provisions of Section 8.14 shall apply.

8.7   Promptness of Distribution: If the market value of a Participant’s entire Account balance does not exceed $5,000 ($3,500 for periods before January 1, 1998), determined as of the Valuation Date coincident with or immediately following his Termination of Employment, a distribution of the amounts allocated to his Account shall be made to him as soon as practicable thereafter. If the market value of a Participant’s entire Account balance exceeds $5,000 ($3,500 for periods before January 1, 1998), determined as of the Valuation Date coincident with or immediately following his Termination of Employment, a distribution of the amounts allocated to his Account shall be made to him as soon as practicable after he consents to the distribution of his Account. If such a Participant terminates employment before age 65 and fails to consent to a distribution as soon as practicable after his Termination of Employment, such a distribution may be made upon the Participant’s request in which case, the distribution will be determined as of the Valuation Date coincident with or immediately following such Participant consent. In all events, however, for periods prior to June 1, 2004, distribution shall be made as soon as practicable after the earlier of his attainment of age 65 or death and in no event later than 60 days after the Plan Year in which the earlier of his attainment of age 65 or death occurs. For periods on or after June 1, 2004, distributions shall be made no later than the April 1 following the close of the calendar year in which the Participant attains age 70 ½, in accordance with Section 8.11. Effective with respect to distributions made after December 31, 2001 on behalf of Participants who terminate employment after December 31, 2001, for purposes of this Section 8.7, the value of a Participant’s Account balance shall be determined without regard to that portion of the Account balance that is attributable to Rollover Contributions (and earnings allocable thereto). Notwithstanding the foregoing, all distributions shall be made in accordance with the remaining provisions of this Article VIII.

8.8   Amount of Distribution: A distribution from a Participant’s Account shall include all amounts vested under Article X.

8.9   Form of Distribution: Distributions may be in kind (SCANA Corporation Common Stock), except for (a) amounts invested in Investment Funds other than the Common Stock Fund, (b) uninvested cash, and (c) cash for fractional shares in accordance with Section 8.10, or may in the alternative at the election of the Participant (or of the surviving spouse or other beneficiary in the event of death) be wholly in cash with respect to Common Stock. Effective August 3, 1992, to effectuate the cash alternative, the Trustee shall, at the direction of the Plan Manager as a named fiduciary of the Plan, directly or via an agent, sell Participant shares in the open market on the NYSE; the Participant shall bear all risk of a declining market price to the time of sale, and the sales commissions and any transactional taxes inherent to the sale and payable at such time shall be charged to the Participant’s Account and paid from the sales proceeds, the net amount being distributable. The number of shares to be sold in the open market and the authorization for such sale shall be specified on form(s) approved by the Plan Manager, who shall directly or via duly designated Company employee(s) review the same, and following approval, direct the Trustee to carry out the sale of shares indicated. However, in those circumstances where, subsequent to termination processing due to receipt of amounts attributable to final contributions and/or allocated earnings, there are amounts that were not previously recognized, such amounts shall be paid in cash.

     8.10   Fractional Shares: No fractional shares of Common Stock shall be distributed. The amount of cash for fractional shares shall be based on the Valuation Price of the stock as of the Date of Distribution.

     Any fractional share associated with a Participant’s requested cash-option or share-option Withdrawal or Distribution will either be valued and purchased by the Trustee on behalf of the Plan at the appropriate Valuation Price, or, depending upon the circumstances, may be sold on the NYSE in aggregation with the fractional shares of other similarly situated Participants as part of some whole number of shares with the net proceeds allocated among the respective Participants.

     8.11   Limitations on Commencement of Benefits: