DEF 14A 1 a2197094zdef14a.htm DEF 14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.    )

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Soliciting Material under §240.14a-12

 

SCANA Corporation

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    Your VOTE is Important                  


 

 

 

 

 

 
    SCANA Corporation 2010 Proxy Materials    


 

 

 

 

 

 
    LOGO    


 

 

 

 

 

 
        Chairman's Letter,
Notice of Annual Meeting,
Proxy Statement for Annual Meeting,
Annual Financial Statements,
Management's Discussion and
    Analysis and Related Annual
    Report Information
   

 

 

 

 

 

 

 
             



  LOGO

March 26, 2010

Dear Shareholders:

        You are cordially invited to attend the 2010 Annual Meeting of Shareholders to be held at 9:00 a.m., Eastern Daylight Time, on Thursday, May 6, 2010. The meeting will be held at Leaside, 100 East Exchange Place, Columbia, South Carolina 29209. Directions are on the back of the ticket and on page 67 of this Proxy Statement. An admission ticket is required and is enclosed as part of your proxy card if you were a shareholder of record on the record date, March 17, 2010. If you hold your shares through a broker, you must provide proof of ownership on the record date in order to attend the meeting.

        Enclosed is SCANA's proxy statement and form of proxy for the 2010 Annual Meeting. The approximate date of mailing for this Proxy Statement and form of proxy is March 26, 2010. We are including SCANA's annual consolidated financial statements, management's discussion and analysis of financial condition and results of operations and related annual report information as an appendix to the proxy statement.

    A Notice of 2010 Annual Meeting identifying the three proposals that will be presented at the Annual Meeting is enclosed.

    At the meeting, we will give a brief report on SCANA's 2009 business results.

    If you vote by mail and plan to attend the meeting, please indicate your intention to do so on your proxy card. If you vote by telephone or through the Internet, please follow the instructions to indicate that you plan to attend the 2010 Annual Meeting.

    If you will need special assistance at the meeting, please contact the Office of the Corporate Secretary, at SCANA Corporation's principal executive office, 220 Operation Way, Mail Code D133, Cayce, South Carolina 29033, or call 803-217-7568 no later than Thursday, April 29, 2010.

    Refreshments will be served beginning at 8:00 a.m.

        Your vote is important. We encourage you to read this proxy statement and vote your shares as soon as possible. Please vote today either electronically by telephone or through the Internet, or by signing, dating and mailing your proxy card or broker's voting instruction form in the envelope enclosed. Telephone and Internet voting permits you to vote at your convenience, 24 hours a day, seven days a week. Detailed voting instructions are included on the back of your proxy card or broker's voting instruction form.

Sincerely,

SIGNATURE

William B. Timmerman
Chairman of the Board,
President and Chief Executive Officer


Table of Contents

Table of Contents


 
  Page  
CHAIRMAN'S LETTER TO SHAREHOLDERS        

NOTICE OF 2010 ANNUAL MEETING

 

 

 

 

PROXY STATEMENT

 

 

 

 
 
INFORMATION ABOUT THE SOLICITATION OF PROXIES

 

 

1

 
 
VOTING PROCEDURES

 

 

1

 
 
PROPOSAL 1 — ELECTION OF DIRECTORS

 

 

4

 
 
NOMINEES FOR DIRECTORS

 

 

5

 
 
CONTINUING DIRECTORS

 

 

6

 
 
BOARD MEETINGS — COMMITTEES OF THE BOARD

 

 

10

 
 
GOVERNANCE INFORMATION

 

 

12

 
 
RELATED PARTY TRANSACTIONS

 

 

16

 
 
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

 

18

 
 
EXECUTIVE COMPENSATION

 

 

20

 
   
COMPENSATION COMMITTEE PROCESSES AND PROCEDURES

 

 

20

 
   
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

 

 

21

 
   
COMPENSATION RISK ASSESSMENT

 

 

21

 
   
COMPENSATION DISCUSSION AND ANALYSIS

 

 

21

 
   
COMPENSATION COMMITTEE REPORT

 

 

36

 
   
SUMMARY COMPENSATION TABLE

 

 

37

 
   
2009 GRANTS OF PLAN-BASED AWARDS

 

 

39

 
   
OUTSTANDING EQUITY AWARDS AT 2009 FISCAL YEAR-END

 

 

40

 
   
2009 OPTION EXERCISES AND STOCK VESTED

 

 

41

 
   
PENSION BENEFITS

 

 

42

 
   
2009 NONQUALIFIED DEFERRED COMPENSATION

 

 

43

 
   
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

 

 

45

 
 
DIRECTOR COMPENSATION

 

 

53

 
   
2009 DIRECTOR COMPENSATION TABLE

 

 

56

 
 
PROPOSAL 2 — APPROVAL OF AMENDED AND RESTATED LONG-TERM EQUITY COMPENSATION PLAN

 

 

57

 
 
AUDIT COMMITTEE REPORT

 

 

64

 
 
PROPOSAL 3 — APPROVAL OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

65

 
 
OTHER INFORMATION

 

 

66

 

EXHIBIT A — SCANA CORPORATION LONG-TERM EQUITY COMPENSATION PLAN

 

 

A-1

 

FINANCIAL APPENDIX

 

 

 

 
Index to Annual Consolidated Financial Statements, Management's Discussion and Analysis and Related Annual Report Information        

Table of Contents

NOTICE OF 2010 ANNUAL MEETING

  LOGO

   


Meeting Date:

 

Thursday, May 6, 2010

Meeting Time:

 

9:00 a.m., Eastern Daylight Time

Meeting Place:

 

Leaside
100 East Exchange Place
Columbia, South Carolina 29209

Meeting Record Date:

 

March 17, 2010

Meeting Agenda:

 

1)

 

Election of three Class II Directors
    2)   Approval of Amended and Restated Long-Term Equity Compensation Plan
    3)   Approval of Appointment of Independent Registered Public Accounting Firm

Shareholder List

        Upon written request by a shareholder, a list of shareholders entitled to vote at the meeting will be available for inspection at SCANA's Corporate Headquarters, 100 SCANA Parkway, Cayce, South Carolina 29033, during business hours from March 26, 2010 through the date of the meeting.

Admission to the Meeting

        An admission ticket or proof of share ownership as of the record date is required. If you plan to use the admission ticket, please remember to detach it from your proxy card before mailing your proxy card. If you hold your shares through a broker or other nominee, you must provide proof of ownership by bringing either a copy of the voting instruction card provided by your broker or a brokerage statement showing your share ownership as of March 17, 2010.

By Order of the Board of Directors,

SIGNATURE

Gina Champion
Corporate Secretary


Table of Contents

SCANA Corporation
100 SCANA Parkway
Cayce, South Carolina 29033


PROXY STATEMENT

        

INFORMATION ABOUT THE SOLICITATION OF PROXIES


        We are providing these proxy materials in connection with the solicitation by the Board of Directors of SCANA Corporation ("SCANA," the "Company," "we" or "us"), a South Carolina corporation, of proxies to be voted at our 2010 Annual Meeting of Shareholders, which will be held at 9:00 a.m., Eastern Daylight Time on Thursday, May 6, 2010, and at any adjournment or postponement of the meeting. The meeting will be held at Leaside, 100 East Exchange Place, Columbia, South Carolina 29209. These proxy materials are first being mailed to shareholders of record on or about March 26, 2010.

VOTING PROCEDURES


Your Vote is Important

        Whether or not you plan to attend the Annual Meeting, please vote your shares as soon as possible.

Who May Vote

        You will only be entitled to vote at the Annual Meeting if our records show that you were a shareholder of record on March 17, 2010, the record date, or, if you hold your shares in street name, you present proof of ownership and appropriate voting documents from the record shareholder.

Shares Held Directly

        If you hold your shares directly, you may vote by proxy or in person at the meeting. To vote by proxy, you may select one of the following options: telephone, Internet or mail.

    Vote by Telephone:

        You may vote your shares by touch-tone telephone using the toll-free number shown on the back of your proxy card. You must have a touch-tone telephone to use this option. Telephone voting is available 24 hours a day, seven days a week. Clear and simple voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded. If you vote by telephone, please DO NOT return your proxy card.

    Vote through the Internet:

        You may vote through the Internet. The website for Internet voting is shown on the back of your proxy card. Internet voting is available 24 hours a day, seven days a week. When you vote through the Internet, you will be given the opportunity to confirm that your instructions have been properly recorded. If you vote through the Internet, please DO NOT return your proxy card.

    Vote by Mail:

        If you choose to vote by mail, please mark the enclosed proxy card, date and sign it, detach your meeting admission ticket and return your proxy card to SCANA in the enclosed postage-paid envelope. If you indicate your voting choices on your proxy card, your shares will be voted according to your instructions. If your proxy card is signed and returned without specifying choices, the shares will be voted FOR all proposals.

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Shares Held in Street Name

        If you hold shares in street name, you may direct your vote by submitting your voting instructions to your broker or nominee. Please refer to the voting instructions provided by your broker or nominee. Because of recent changes in rules that relate to broker voting, your broker is no longer permitted to vote your shares on election of directors unless you provide voting instructions. Additionally, your broker is not permitted to vote your shares on approval of the Amended and Restated Long-Term Equity Compensation Plan unless you provide voting instructions. Therefore, to be sure your shares are voted, please instruct your broker or other nominee as to how you wish them to vote.

Changing or Revoking Your Proxy Instructions

        You may change or revoke your proxy instructions at any time prior to the vote at the Annual Meeting. If you hold your shares directly in your name, you may accomplish this by granting a new proxy (by telephone, Internet or mail) bearing a later date (which automatically revokes the earlier proxy) or by attending the Annual Meeting and voting in person. Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request. If you hold your shares in street name, you may change or revoke your proxy instructions by properly submitting new voting instructions to your broker or nominee.

Voting By Savings Plan Participants

        If you own shares of SCANA common stock as a participant in the SCANA Stock Purchase Savings Plan, you will receive a proxy card that covers only your plan shares. Proxies executed by plan participants will serve as voting instructions to the plan's trustee.

Voting at the Annual Meeting

        The method by which you vote will not limit your right to vote at the Annual Meeting if you decide to attend in person. However, if you wish to vote at the meeting and your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy executed in your favor from the holder of record prior to the meeting. Directions to the location of the Annual Meeting are on the back of the proxy card included with this mailing and on page 67.

Quorum, Vote Required and Method of Counting Votes

        At the close of business on the record date, March 17, 2010, there were 124,036,678 shares of SCANA common stock outstanding and entitled to vote at the Annual Meeting. Each share is entitled to one vote on each proposal.

        The presence, in person or by proxy, of the holders of a majority of the shares entitled to vote at the Annual Meeting is necessary to constitute a quorum. Abstentions, "withheld" votes and broker "non-votes" are counted as present and entitled to vote for purposes of determining a quorum. A broker "non-vote" occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee has not received instructions from the beneficial owner and either (i) does not have discretionary voting power for that particular proposal, or (ii) chooses not to vote the shares. If you return a broker voting instruction card but do not indicate how you want your broker to vote on election of directors and approval of the Amended and Restated Long-Term Equity Compensation Plan, a broker non-vote will occur as to those matters.

        If you hold your shares in street name, the broker or nominee is permitted to vote your shares on the approval of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, even if the broker or nominee does not receive voting instructions from you. However, a broker is not permitted to vote your shares on the election of directors or approval of the Amended and Restated Long-Term Equity Compensation Plan unless you provide voting instructions. Therefore, it is very important that you provide your broker with voting instructions if your shares are held in street name.

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    Proposal 1 — Election of Directors

        The affirmative vote of a plurality of the votes cast is required for the election of directors. "Plurality" means that if there were more nominees than positions to be filled, the individuals who received the largest number of votes cast for directors would be elected as directors. Because there are the same number of nominees as positions to be filled, we expect all nominees to be elected. Votes indicated as "withheld" and broker "non-votes" will not be cast for nominees and will have no effect on the outcome of the election. If you hold your shares in street name and fail to instruct your broker how to vote, a broker non-vote on election of directors will occur with respect to your shares.

        The Board knows of no reason why any of the nominees for director named herein would at the time of election be unable to serve. In the event, however, that any nominee named should, prior to the election, become unable to serve as a director, your proxy will be voted for such other person or persons as the Board may recommend.

    Proposal 2 — Approval of Amended and Restated Long-Term Equity Compensation Plan

        The Amended and Restated Long-Term Equity Compensation Plan will be approved if a majority of the shares cast on the issue vote in favor of approval. Abstentions and broker "non-votes" will have no effect on the results. If you hold your shares in street name and fail to instruct your broker how to vote on the Plan, a broker non-vote will occur with respect to your shares.

    Proposal 3 — Approval of Appointment of Independent Registered Public Accounting Firm

        The appointment of Deloitte & Touche LLP will be approved if more shares vote for approval than vote against. Accordingly, abstentions and broker "non-votes" will have no effect on the results.

Other Business

        The Board knows of no other matters to be presented for shareholder action at the meeting. If other matters are properly brought before the meeting, the proxy agents named on the accompanying proxy card intend to vote the shares represented by proxies in accordance with their best judgment.

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PROPOSAL 1 — ELECTION OF DIRECTORS


                 The Board has set the number of directors at 11. The Board is divided into three classes with the members of each class usually serving a three-year term. The terms of the Class II directors will expire at the 2010 Annual Meeting. The Board has decided to nominate the existing Class II directors, Messrs. Martin, Micali and Stowe for reelection at the Annual Meeting to serve until the Annual Meeting in 2013, or until their successors are elected and have qualified to serve.

        If you are the record owner of your shares, the proxy agents identified on your proxy card intend to vote the shares represented by your proxy FOR the election of the nominees named above unless you withhold authority to vote for any or all of such nominees. If you hold your shares in street name, your broker will vote your shares on election of directors only if you provide voting instructions.

    The Board of Directors recommends a vote FOR all of its director nominees.

Information about Directors and Nominees

        The information set forth on the following pages about the nominees and continuing directors has been furnished to us by such persons. Each of the directors, with the exception of Mr. Martin, is also a director of our subsidiary, South Carolina Electric & Gas Company. There are no family relationships among any of our directors, director nominees or executive officers.

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NOMINEES FOR DIRECTORS


Class II Directors — Terms to Expire at the Annual Meeting in 2010*

    Joshua W. Martin, III (Age 65)
Director since 2009
       

PHOTO

 

Mr. Martin has been a partner at the law firm of Potter Anderson & Corroon LLP, located in Wilmington, Delaware, since March 2005, and he also serves as Chair of the firm's Diversity and Inclusion Committee. From May 1996 to March 2005, Mr. Martin was President of Verizon Delaware, Inc., and President and Chief Executive Officer of its predecessor company, Bell Atlantic Delaware, Inc. Mr. Martin currently serves as a director of Southwest Power Pool, Inc. From June 2000 to June 2009, Mr. Martin served as a director, and for a time Vice Chairman, of Nuclear Electric Insurance Ltd., and from December 1990 to February 2007, as a director of PNC Bank Delaware.

 

 

 

 

James M. Micali (Age 62)
Director since 2007

 

 

 

 

PHOTO

 

Mr. Micali was Chairman and President of Michelin North America, Inc., located in Greenville, South Carolina, from 1996 to August 2008, and he continued to consult for Michelin until October 2009. Since 2008, Mr. Micali has been of counsel to the law firm Ogletree Deakins LLC in Greenville, South Carolina, and a Senior Advisor to, and Partner of, Azalea Fund III of Azalea Capital LLC (a private equity firm), also in Greenville, South Carolina. Mr. Micali has served as a director of Sonoco Products Company in Hartsville, South Carolina since 2003. Mr. Micali served on the board of Lafarge North America from 2004 to 2006, and as the Chairman of the South Carolina Chamber of Commerce in 2008. Mr. Micali also serves on the board of Ritchie Bros. Auctioneers in Vancouver, Canada, and on the board of American Tire Distributors in Charlotte, North Carolina.

 

 

 

 

Harold C. Stowe (Age 63)
Director since 1999

 

 

 

 

PHOTO

 

Mr. Stowe has served as Managing Member of Stowe-Monier Management, LLC, a private investment company, since July 2007. He retired as interim Dean of the Wall College of Business at Coastal Carolina University in Conway, South Carolina in July 2007, a position he had held since June 2006. From February 2005 to May 2006, Mr. Stowe was retired. Prior to his retirement, Mr. Stowe had served as President of Canal Holdings, LLC, a forest products company, located in Conway, South Carolina, and its predecessor company, since March 1997. Mr. Stowe also serves on the board of Ruddick Corporation in Charlotte, North Carolina.

 

 
*
Mr. G. Smedes York, who is also a Class II director, will reach the mandatory retirement age pursuant to our bylaws at the Annual Meeting in 2010. Mr. York is Chairman of York Properties, Inc., and Chairman of the boards of Prudential York Simpson Underwood and of McDonald-York, Inc. The Board of Directors has decided not to replace Mr. York at this time, and has, accordingly, reduced the size of the Board to 11 directors.

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CONTINUING DIRECTORS


Class III Directors — Terms to Expire at the Annual Meeting in 2011

    Bill L. Amick (Age 66)
Director since 1990
       

PHOTO

 

Mr. Amick has been the Chairman of The Amick Company, a residential and resort property real estate development company, since his retirement in October 2006 from Amick Farms, Inc., Amick Processing, Inc. and Amick Broilers, Inc., a vertically integrated broiler operation. Prior to his retirement, he served as Chairman of the boards of the Amick entities, all of which are located in Batesburg, South Carolina. He held those positions for more than five years. Mr. Amick also serves on the board of Blue Cross and Blue Shield of South Carolina.

 

 

 

 

Sharon A. Decker (Age 53)
Director since 2005

 

 

 

 

PHOTO

 

Mrs. Decker is the founder and has been the principal of The Tapestry Group, a faith-based, non-profit organization, located in Rutherfordton, North Carolina, since September 2004. Mrs. Decker previously served as President of Tanner Holdings, LLC and Doncaster, apparel manufacturers, from August 1999 until September 2004. Mrs. Decker is a director of Coca-Cola Bottling Company Consolidated, Inc. and Family Dollar Stores, Inc., both in Charlotte, North Carolina.

 

 

 

 

D. Maybank Hagood (Age 48)
Director since 1999

 

 

 

 

PHOTO

 

Mr. Hagood has been Chief Executive Officer and President of Southern Diversified Distributors, Inc., a provider of logistic and distribution services, located in Charleston, South Carolina, since November 2003. Mr. Hagood also has been Chief Executive Officer of William M. Bird and Company, Inc., a subsidiary of Southern Diversified Distributors, Inc., a wholesale distributor of floor covering materials, in Charleston, South Carolina, since 1993. He served as President of William M. Bird and Company, Inc. until June 2009.

 

 

 

 

William B. Timmerman (Age 63)
Director since 1991

 

 

 

 

PHOTO

 

Mr. Timmerman has been Chairman of the Board and Chief Executive Officer of SCANA since March 1997. He has been President of SCANA since December 1995.

 

 

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CONTINUING DIRECTORS



Class I Directors — Terms to Expire at the Annual Meeting in 2012

    James A. Bennett (Age 49)
Director since 1997
       

PHOTO

 

Mr. Bennett has been Executive Vice President and Director of Public Affairs of First Citizens Bank, located in Columbia, South Carolina, since August 2002. From May 2000 to July 2002, he was President and Chief Executive Officer of South Carolina Community Bank, in Columbia, South Carolina. Mr. Bennett serves on the board of Palmetto Health Alliance.

 

 

 

 

Lynne M. Miller (Age 58)
Director since 1997

 

 

 

 

PHOTO

 

Ms. Miller co-founded Environmental Strategies Corporation, an environmental consulting firm in Reston, Virginia, in 1986, and served as President from 1986 until 1995, and as Chief Executive Officer from 1995 until September 2003 when the firm was acquired by Quanta Capital Holdings, Inc., a specialty insurer, and its name was changed to Environmental Strategies Consulting LLC. She was Chief Executive Officer of Environmental Strategies Consulting LLC, a division of Quanta Technical Services LLC, from September 2003 through March 2004. From April 2004 through July 2005, she was President of Quanta Technical Services LLC. From August 2005 until her retirement in August 2006, she was a Senior Business Consultant at Quanta Capital Holdings. Since her retirement, Ms. Miller has been an environmental consultant. Ms. Miller served as a director of Adams National Bank, a subsidiary of Abigail Adams National Bancorp, Inc., in Washington, D.C. from May 1998 until October 2008.

 

 

 

 

James W. Roquemore (Age 55)
Director since 2007

 

 

 

 

PHOTO

 

Mr. Roquemore is Chief Executive Officer and Chairman of Patten Seed Company, headquartered in Lakeland, Georgia, and General Manager of Super-Sod/Carolina, a company that produces and markets turf grass, sod and seed. He has held these positions for more than five years. Mr. Roquemore is a director of South Carolina Bank and Trust, N.A. and SCBT Financial Corporation. He serves on the Southeast Region and National boards of the Boy Scouts of America. He is the past President and a current board member of the Palmetto Agribusiness Council.

 

 

 

 

Maceo K. Sloan (Age 60)
Director since 1997

 

 

 

 

PHOTO

 

Mr. Sloan is Chairman, President and Chief Executive Officer of Sloan Financial Group, Inc., a financial holding company, and Chairman, Chief Executive Officer and Chief Investment Officer of both NCM Capital Management Group, Inc., and NCM Capital Advisers, Inc., investment management companies, in Durham, North Carolina. He has held these positions for more than five years. Mr. Sloan is Chairman of, and since 1991 has served as a Trustee of, the College Retirement Equities Fund (CREF) Board of Trustees. Mr. Sloan served as Chairman of the Board of M&F Bancorp, Inc. and as a director of its subsidiary, Mechanics and Farmers Bank, in Durham, North Carolina, from June 2005 until December 2008.

 

 

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        We believe the combined business and professional experience of our directors, and their various areas of expertise, make them a useful resource to management and qualify them for service on our Board. Many of our directors, including Mr. Amick, Mr. Bennett, Mr. Hagood, Ms. Miller, Mr. Sloan, Mr. Stowe, and Mr. Timmerman, have served on our Board for over ten years. During their tenures, they have gained considerable institutional knowledge about our Company, its operations, and its various regulators, which has made them effective directors. Because our Company's operations and business structure are extremely complex and highly regulated, continuity of service and this development of institutional knowledge help make our Board more efficient and effective at developing our long-range plans than it would be if there were frequent turnover in Board membership. When directors reach mandatory retirement age or otherwise leave our Board, we seek replacements who we believe will make significant contributions to our Board for a variety of reasons, including among others, business and financial experience and expertise, business and government contacts, relationship skills, knowledge of our industry, and diversity.

        Mr. Amick has served on our Board for 19 years and is our longest tenured independent director. As our most experienced independent director, Mr. Amick's historical perspective of our Company's progress and past challenges is important when the Board is evaluating current issues and risks facing our Company. He is also an active member of communities we serve, both as a citizen and a business owner, which makes him a very effective advisor on issues facing our residential and business customers.

        Mr. Bennett, who has served on our Board since 1997, has been a banker for over 24 years. In 1989, he became the youngest bank president in South Carolina when he was named President of Victory Savings Bank (the predecessor of South Carolina Community Bank), a position he held before joining First Citizens Bank. Mr. Bennett has been actively involved with the Columbia Urban League for more than 25 years, and served as League Chairman in 2000. Mr. Bennett serves on the boards of the Palmetto Health Alliance and the Knight Foundation. His business experience, coupled with his more than 10 year tenure serving on our Board, makes him an effective advisor. His high visibility in communities we serve makes him an effective liaison between our Company and members of those communities.

        Mrs. Decker's experience serving as President of a national apparel brand and its manufacturing company, along with her experience serving on the boards of two other public companies, prepared her well to offer our Board and management insights on various aspects of corporate operations and governance and financial matters. Prior to joining our Board, Mrs. Decker served as an executive officer of another public utility. Her role there focused on residential service matters, and implementation of demand side management programs, both extremely important to our Company's future success. All of her experiences provide her with relevant executive-level experience on issues that are important to our Company.

        Mr. Hagood has served on our Board for over ten years. He is a partial owner of a significant regional business, and resides in our Charleston, South Carolina service territory. He brings significant community presence and business development experience to our Board. Mr. Hagood is particularly experienced in economic, environmental, and business development issues facing those in the manufacturing industry generally, and specifically the issues faced by manufacturers in our state.

        Mr. Martin is the most recent director to join our Board, but in many ways one of the most experienced. He was recommended to the Nominating Committee by our Chairman and Chief Executive Officer and was selected as a nominee because of his legal and business expertise in the areas of telecommunications, public utilities and governmental relations. Mr. Martin's law practice is concentrated on mediation and arbitration and business counseling in the foregoing areas. Mr. Martin also serves as Chair of his law firm's Diversity and Inclusion Committee. Prior to joining the law firm, Mr. Martin gained operational and regulatory experience serving for 15 years in various capacities, including President of Verizon Delaware and President and Chief Executive Officer of its predecessor, Bell Atlantic Delaware. Prior to that Mr. Martin served as Chairman of the Delaware Public Service Commission. Mr. Martin is also a physicist by training. Because we operate in a highly regulated industry, Mr. Martin's regulatory and business experience provides him with operational knowledge and instincts that are useful to us and adds another dimension to our Board's collective expertise and talents. His service for nine years on the board of a $5 billion nuclear insurance company gives him clear insight into nuclear operations, a core business of our Company. Mr. Martin's focus on diversity fits well with the ongoing commitment to diversity within our Company, and is an asset to our continuing efforts in this area.

        Mr. Micali's combination of experience as Chairman and Chief Executive Officer of a major North American manufacturing company with significant operations in South Carolina, as an attorney, and with service on the board

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of another public company, enable him to offer our Board and management insights on various aspects of corporate operations and governance and financial matters. His past service as Chairman of the South Carolina Chamber of Commerce has provided him with a valuable understanding of business issues facing South Carolina, as well as a large network of business and state and national government contacts, many of whom are, or may be, important resources for our Company.

        Ms. Miller, who has served on our Board since 1997, has over 20 years of environmental consulting experience. She founded a successful environmental consulting firm in Reston, Virginia, which she grew to over 180 professional staff. She sold this business in 2003, but continued to serve in various capacities with the firm and its affiliates until her retirement in 2006. Ms. Miller continues to provide services as an environmental consultant, and her experience makes her an astute advisor on the environmental issues facing our Company. Ms. Miller has also served on the board of a financial institution which provided her with experience in financial and regulatory matters.

        Mr. Roquemore is a past president and current board member of the Palmetto Agribusiness Council. He also served as a Co-Chairman of New Carolina which is South Carolina's Council on Competiveness. Mr. Roquemore is a highly successful agricultural business owner who resides in our service territory. His business experience and economic development activities in our state make him an effective advisor on issues unique to us and the customers we serve. His service on the boards of a financial institution and its holding company also give him experience in financial and regulatory matters.

        Mr. Sloan, who has served on our Board since 1997, is an attorney and a chartered financial analyst. His experience owning and operating investment management companies and a financial holding company have provided him with an investment background and understanding of global financial matters, all of which make him an important resource to us and to our Audit Committee. Additionally, his service with these companies has provided him with experience in a highly regulated industry, providing him with valuable instincts and insights. His experience serving on the board of a major retirement fund makes him a valuable resource to our Board as well.

        Mr. Stowe has significant business experience and has served on our Board for ten years. Mr. Stowe previously served as President of Canal Industries (a forest products company) and also previously held executive and financial positions at Springs Industries. He has over 30 years of executive-level financial and business experience. Mr. Stowe's extensive executive and financial experience has caused the Board to designate him as an audit committee financial expert and to appoint him as Chair of the Audit Committee.

        Mr. Timmerman has served on our Board since 1991, and he has been employed by the Company in various capacities, including Chief Financial Officer and Chief Operating Officer, for over 31 years. Mr. Timmerman brings significant, hands-on experience to our Board having served our Company in senior operational and financial positions for over three decades. His vast operational and regulatory experience, as well as his leadership of our Company, have been, and are, invaluable to our Board.

        As mentioned above, six of our directors, Mrs. Decker, Ms. Miller, Mr. Sloan, Mr. Roquemore, Mr. Amick, and Mr. Hagood, are, or were prior to retirement, business owners with financial and operational experience on all levels of their businesses. Each of these directors brings a unique perspective to our Board. Mr. Amick and Mr. Roquemore's companies are involved in agri-business, and they have extensive contacts in this arena throughout our service areas. Agriculture is the second largest component of the economy in our South Carolina service area, making their knowledge of this sector and their contacts important to us.

        Three of our directors, Ms. Miller, Mr. Roquemore, and Mr. Sloan, are, or have recently been, directors of banks and/or bank holding companies. This service has provided them with meaningful experience in another highly regulated industry, which provides them with valuable instincts and insights that can be translated to our industry.

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BOARD MEETINGS — COMMITTEES OF THE BOARD


        The Board held seven meetings in 2009, consisting of four board meetings, two strategy sessions and one Code of Conduct and Ethics training session. Each director attended 100% of all meetings of the Board and committees of which he or she was a member during 2009 (with the exception of Mr. York who attended 93%). Our directors are expected to attend our Annual Meeting of Shareholders, and all of our directors attended the 2009 Annual Meeting of Shareholders.

        The tables below identify the members and briefly summarize the responsibilities of the Board's committees, which include the Executive Committee, the Human Resources Committee, the Nominating Committee, the Governance Committee, the Audit Committee and the Nuclear Oversight Committee. The charters of the Human Resources Committee, the Nominating Committee, the Governance Committee and the Audit Committee can be found on SCANA's website at www.scana.com under the caption, "Company Profile — Corporate Governance," and copies are also available in print upon request to the Corporate Secretary, SCANA Corporation, 220 Operation Way, Mail Code D133, Cayce, South Carolina 29033.

 
 
  NAME OF COMMITTEE AND MEMBERS
  PRINCIPAL FUNCTIONS
OF THE COMMITTEE

  2009
MEETINGS

 
 
  HUMAN RESOURCES     reviews and makes recommendations to the Board with respect to   4
  COMMITTEE       compensation plans    
        recommends to the Board persons to serve as our senior officers    
  G. S. York, Chairman       and as senior officers of our subsidiaries    
  J. A.  Bennett     recommends to the Board salary and compensation levels, including    
  S. A. Decker       fringe benefits, for our officers and officers of our subsidiaries    
  D. M. Hagood     approves goals and objectives with respect to the compensation of    
  J. M. Micali       the Chief Executive Officer, evaluates the Chief Executive Officer's    
  L. M. Miller       performance and sets his compensation based on this evaluation    
  J. W. Roquemore     reviews succession and continuity planning with the Chief Executive Officer    
  M. K. Sloan     reviews the investment policies of our Retirement Plan    
  H. C. Stowe     reviews long-term strategic plans and performance in regard to    
          management of human resources, including safety, health, labor/    
          employee relations and equality of treatment    
        reviews our operating performance relative to our bonus and    
          incentive programs    
        reviews management's Compensation Discussion and Analysis relating    
          to executive compensation prior to its inclusion in our proxy statement    
        approves the inclusion of a Compensation Committee Report in our    
          proxy statement    
        executes the duties, responsibilities and authority set forth in the    
          Human Resources Committee Charter    
        evaluates annually its own performance and the adequacy of its charter    
 
 
  GOVERNANCE     reviews annually, and revises as necessary, our Governance   2
  COMMITTEE       Principles    
        recommends assignments of directors to serve on Board committees    
  B. L. Amick, Chairman     initiates and oversees an annual evaluation of the Board's    
  J. M. Micali       effectiveness and assists and provides guidance to the Board in    
  J. W. Roquemore       performing the Board's annual self evaluation    
  H. C. Stowe     evaluates periodically the size, composition and organizational    
          and operational structure of the Board and recommends to the    
          Board any changes    
        executes the duties, responsibilities and authority set forth in the    
          Governance Committee Charter    
        evaluates annually its own performance and the adequacy of its charter    
 
 

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  NAME OF COMMITTEE AND MEMBERS
  PRINCIPAL FUNCTIONS
OF THE COMMITTEE

  2009
MEETINGS

 
 
  NOMINATING     recommends the slate of director nominees to be presented   2
  COMMITTEE       for election at each Annual Meeting of Shareholders and director    
          nominees to fill vacancies    
  B. L. Amick, Chairman     reviews and evaluates shareholder nominees for director in    
  J. A.  Bennett       accordance with the nominating criteria    
  S. A. Decker     evaluates the qualifications and performance of incumbent directors    
  D. M. Hagood     reviews the independence of directors and makes recommendations    
  L. M. Miller       regarding director independence to the Board    
  J. W. Roquemore     monitors new director orientation and the ongoing educational needs    
  M. K. Sloan       of the directors    
        reviews the level of stock ownership of directors to ensure compliance    
          with minimum standards    
        reviews reports and disclosures of insider and affiliated party    
          transactions and makes recommendations to the Board on    
          such transactions    
        reviews director compensation and recommends changes to the Board    
        executes the duties, responsibilities and authority set forth in the    
          Nominating Committee Charter    
        evaluates annually its own performance and the adequacy of its charter    
 
 
  AUDIT COMMITTEE     periodically meets separately with management, internal auditors   5
  (Established in accordance       and the independent registered public accounting firm to discuss    
  with Section 3(a)(58)(A) of       and evaluate the scope and results of audits and our accounting    
  the Securities Exchange       procedures and controls    
  Act of 1934)     reviews major issues regarding accounting principles and financial    
          statement preparation    
  H. C. Stowe, Chairman*     reviews our financial statements before submission to the Board    
  D. M. Hagood       for approval and prior to dissemination to shareholders, the public    
  J. W. Roquemore       or regulatory agencies    
  M. K. Sloan     appoints (subject to ratification by the shareholders) the independent    
          registered public accounting firm    
        sets compensation of independent registered public accounting firm    
        reviews our corporate compliance and risk management programs    
        executes the duties, responsibilities and authority set forth in the    
          Audit Committee Charter    
        constitutes the Qualified Legal Compliance Committee    
        evaluates annually its own performance and the adequacy of its charter    
 
 
   
  NUCLEAR OVERSIGHT     monitors our nuclear operations   4
  COMMITTEE     meets periodically with our management to discuss and evaluate    
          nuclear operations, including regulatory matters, operating results,    
  L. M. Miller, Chairman       training and other related topics    
  J. A.  Bennett     periodically tours the V.C. Summer Nuclear Station and training    
  S. A. Decker       Facilities    
  J. M. Micali     reviews with the Institute of Nuclear Power Operations, on a    
  G. S. York       periodic basis, its appraisal of our nuclear operations    
        periodically presents an independent report to the Board on the    
          status of our nuclear operations    
        evaluates annually its own performance and the adequacy of its charter    
 
 
  EXECUTIVE COMMITTEE

W. B. Timmerman, Chairman
B. L. Amick
L. M. Miller
M. K. Sloan
G. S. York
    authorized to exercise the powers of the full Board of Directors when the Board is not in session, with the exception of certain powers specifically reserved to the full Board of Directors by statute, and to advise the Chief Executive Officer on other matters important to the Company
—due to the size of our Board of Directors, and availability of our
    directors to us, the Executive Committee is rarely required to meet
  0
 
 
*
The Board has determined that Mr. Stowe is an "audit committee financial expert" as defined under Item 407(d)(5) of the Securities and Exchange Commission's Regulation S-K. Mr. Stowe is independent as defined by the New York Stock Exchange Listing Standards.

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GOVERNANCE INFORMATION


Governance Principles

        Our Governance Principles can be found on our website at www.scana.com under the "Company Profile — Corporate Governance" caption, and are also available in print upon request to the Corporate Secretary, SCANA Corporation, 220 Operation Way, Mail Code D133, Cayce, South Carolina 29033.

Director Independence

        Our Governance Principles require that a majority of our directors be independent under the New York Stock Exchange Listing Standards and under any Director Qualification Standards recommended by the Board of Directors. To be considered "independent" pursuant to the SCANA Director Qualification Standards, a director must be determined by resolution of the Board as a whole, following thorough deliberation and consideration of all relevant facts and circumstances, to have no material relationship with us except that of director and to satisfy the independence standards of the New York Stock Exchange. Under the SCANA Director Qualification Standards, a director is required to be unencumbered and unbiased and able to make business judgments in our long-term interests and those of our shareholders as a whole, to deal at arm's length with us, and to disclose all circumstances material to the director that might be perceived as a conflict of interest. The Director Qualification Standards are set forth in our Governance Principles, which are available on our website as noted above.

        Our Governance Principles also prohibit Audit Committee members from having any direct or indirect financial relationship with us other than the ownership of our securities and compensation as directors and committee members.

        The Board has determined that all of its directors and director nominees, except Mr. Timmerman, who is our Chief Executive Officer, are independent under the New York Stock Exchange Listing Standards and our Governance Principles. The Board has also determined that each member of the Audit Committee, Human Resources Committee, Governance Committee and Nominating Committee is independent under the New York Stock Exchange Listing Standards and our Governance Principles.

Board Leadership Structure, Executive Sessions of Non-Management Directors and Lead Director

        Our bylaws provide for a Chairman of the Board, to be chosen by the Board from among its members, who shall preside at meetings of the shareholders and Board of Directors, if present, who may call special meetings of the shareholders and the Board of Directors, and who shall perform such other duties as may be assigned by the Board. The bylaws also permit the Chief Executive Officer, if he or she is a member of the Board, to be chosen as the Chairman. Our Governance Principles provide for the positions of Chairman and Chief Executive Officer to be held by the same person. For more than 20 years, our Chief Executive Officer has been chosen as Chairman of the Board.

        We believe this leadership structure is appropriate because it has served us well for over 20 years, and because all of our directors, except the Chairman, are independent. Many of our directors also live and work, or have substantial business interests in our service area, and, therefore, have access to information about us and our operations from sources other than our management's presentations to the Board. Further, South Carolina law and our bylaws make it clear that the business and affairs of the Company are managed under the direction of the Board of Directors, and that management control is subject to the authority of the Board of Directors to appoint and remove any of our officers at any time.

        To promote open discussion among themselves, our independent directors meet regularly in executive session without members of management present. At our February 2009 Board meeting, the Board passed a resolution providing that they will annually elect a Lead Director who will preside at all meetings at which the Chairman is not present, including executive sessions of the independent directors held at each regularly scheduled Board meeting. Mr. Amick was elected Lead Director to serve until the 2010 Annual Meeting of Shareholders. The Lead Director also has the authority to call meetings of the independent directors when necessary or appropriate. The Chairs of the Audit, Human Resources, Nuclear Oversight, Nominating, and Governance Committees of the Board shall each

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preside as the Chair at meetings of independent directors at which the Lead Director is not present when the principal items to be considered are within the scope of authority of his or her Committee.

Board's Role in Risk Oversight

        As noted above, our business and affairs are managed under the direction of our Board of Directors. This includes the Board's overseeing the types and amounts of risks undertaken. In discharging its oversight responsibilities, the Board relies on a combination of the business experience of members of the Board and the expertise and business experience of our officers and employees, as well as, from time to time, advice of various consultants and experts. An appropriate balancing of risks and potential rewards with the long-term goals of the Company is, and historically has been, implicit in the decisions and policies of the Board. Because risk oversight is so thoroughly interwoven into the direction of the Board, other than as set forth below, no special provision has been made for that oversight in the Board's leadership structure.

        In December 2000, the Board established a Risk Management Committee which reports directly to the Audit Committee of the Board. The Risk Management Committee is comprised of eight members all of whom are at the senior officer or officer level. The Company's Chief Financial Officer serves as Chair of the Risk Management Committee and supervises the Risk Management Officer, who also serves as the Company's Treasurer. Committee membership is based on expertise in general business and operational matters, as well as finance, legal, and/or regulatory areas. The Risk Management Officer oversees a staff of nine employees with primary responsibility in the risk management area.

        The Risk Management Committee conducts regularly scheduled bi-monthly meetings at which the Committee receives presentations from management representatives. The Committee also meets on an as needed basis between regularly scheduled meetings. Within limits set by the Audit Committee of the Board, the Committee sets policies and guidelines for risk management. The Committee has established sub-committees that work closely with management and employees to review, discuss and monitor risks. The use of sub-committees allows expertise to be tailored to the risks of a particular operation.

        At each quarterly meeting of the Board, the Audit Committee receives a report of the Risk Management Committee's activities and findings. Both the Chair of the Risk Management Committee and the Risk Management Officer are present at the Audit Committee meetings to provide details of the Committee's work and respond to questions raised by Audit Committee Members. Also at each quarterly meeting of the Board of Directors, the Audit Committee reports to the full Board on the activities of the Risk Management Committee.

Director Nominations Process

        The Nominating Committee recommended to the Board the individuals nominated for director positions at the 2010 Annual Meeting.

        The Nominating Committee will consider for recommendation to the Board as Board of Directors' nominees, candidates recommended by shareholders if the shareholders comply with the following requirements. If a shareholder wishes to recommend a candidate to the Nominating Committee for consideration as a Board of Directors' nominee, such shareholder must submit in writing to the Nominating Committee the recommended candidate's name, a brief resume setting forth the recommended candidate's business and educational background and qualifications for service, and a notarized consent signed by the recommended candidate stating the recommended candidate's willingness to be nominated and to serve. This information must be delivered to the SCANA Nominating Committee, c/o the Corporate Secretary at the Company's address and must be received no later than 120 days prior to the first anniversary of the date of the proxy statement sent to shareholders in connection with the preceding year's annual meeting for a potential candidate to be considered as a potential Board of Directors' nominee. The Nominating Committee may request further information if it determines a potential candidate may be an appropriate nominee. Director candidates recommended by shareholders that comply with these requirements will be considered on the same basis as candidates otherwise chosen by the Nominating Committee.

        Director candidates recommended by shareholders will not be considered for recommendation by the Nominating Committee as potential Board of Directors' nominees if the shareholder recommendations are received later than 120 days prior to the first anniversary of the date of the proxy statement sent to shareholders in

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connection with the preceding year's annual meeting. If the Nominating Committee chooses not to recommend a shareholder candidate as a Board of Directors' nominee, or if a shareholder chooses to personally nominate a candidate, the shareholder may come to an annual meeting and nominate a director candidate for election at the annual meeting if the shareholder has given notice of his intention to do so in writing to the SCANA Corporate Secretary at least 120 days prior to the first anniversary of the date of the proxy statement sent to shareholders in connection with the preceding year's annual meeting. Such shareholder nominations must also comply with the other requirements in our bylaws. Any shareholder may request a copy of the relevant bylaw provision by writing to the Office of the Corporate Secretary, SCANA Corporation, 220 Operation Way, Mail Code D133, Cayce, South Carolina 29033. Nominations not made in accordance with these requirements may be disregarded by the presiding officer of the meeting, and upon his instructions, the voting inspectors shall disregard all votes cast for each such nominee.

Director Qualification Criteria

        In identifying and evaluating potential nominees, the Nominating Committee Charter directs the Committee to take into account applicable requirements for directors under the Securities Exchange Act of 1934, the listing standards of the New York Stock Exchange and Director Qualification Standards in our Governance Principles, including our policy that a majority of our directors be independent.

        The Nominating Committee may take into consideration such other factors and criteria as it deems appropriate in evaluating a candidate, including his or her knowledge, expertise, skills, integrity, judgment, business or other experience and reputation in the business community, the interplay of the candidate's experience with the experience of other Board members, diversity, and the extent to which the candidate would be a desirable addition to the Board and any committees. Although the Nominating Committee does not have a specific policy with regard to the consideration of diversity in identifying director nominees, the Committee considers racial and gender diversity, as well as diversity in business experience among all of the directors, as part of the total mix of information it takes into account in identifying nominees. Additionally, the Director Qualification Standards set forth in our Governance Principles include the following:

    Directors must possess and have demonstrated the highest personal and professional ethics, integrity and values consistent with ours;

    Directors must be unencumbered and unbiased and able to make business judgments in our long-term interests and those of our shareholders as a whole;

    Directors must deal at arm's length with us and our subsidiaries and disclose all circumstances material to the director that might be perceived as a conflict of interest;

    Directors must be committed to the enhancement of the long-term interests of our shareholders;

    Directors must be willing to challenge the strategic direction of management, exercising mature judgment and business acumen;

    Directors must be willing to devote sufficient time and care to the exercise of their duties and responsibilities;

    Directors must possess significant experience in management positions of successful business organizations;

    Directors who serve as chief executive officers or equivalent positions should not serve on more than two boards of public companies in addition to our Board; other directors should not serve on more than four boards of public companies in addition to our Board;

    The term of office of a director who is not a salaried employee of SCANA will expire at the annual meeting next preceding the date on which such director attains age 70; and

    Prior to February 19, 2009, directors were required to own a minimum of 100 shares of our common stock. At our February 2009 Board meeting, the Board approved an amendment to our bylaws providing that directors are required to hold SCANA stock equal to five times the number of shares granted in the most recent annual retainer, as such retainer may be adjusted from time to time. For 2009, the number of shares issued to each director to satisfy the annual retainer was 1,275 shares. As of March 1, 2010, all directors either met this requirement or were on track to meet this requirement. Mr. Martin has until the last day of

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      July 2015 to acquire the required level of stock ownership, and all other current directors have until the last day of February 2014 to acquire the required level of stock ownership. Subsequently elected directors will have six years from the date of their election to the Board to meet the requirement. Directors have the choice under the Director Compensation and Deferral Plan to defer receipt of some or all of their director compensation. See "Director Compensation — Director Compensation and Deferral Plan" on page 53 for a discussion of this plan. Amounts deferred pursuant to this plan and denominated in hypothetical shares of our stock will count toward meeting the share ownership requirement. The table set forth below under "Calculation of Director Share Ownership for Purposes of Complying with Minimum Share Ownership Requirement" sets forth shares held directly by directors, as well as amounts deferred under the Director Compensation and Deferral Plan and denominated in hypothetical shares of common stock. The Nominating Committee will conduct an annual review of the level of share ownership for each director to ensure compliance with the requirement. The Nominating Committee also has the discretion to grant a temporary waiver of the minimum share ownership requirement if a director demonstrates to the Nominating Committee that such a waiver is in order due to a financial hardship or other good reason.

Calculation of Director Share Ownership for Purposes of Complying with Minimum Share Ownership Requirement

        The following table sets forth as of March 1, 2010, the number of shares of SCANA common stock owned directly by our independent directors and the number of hypothetical shares into which fees deferred by our directors under the Director Compensation and Deferral Plan have been denominated. The Total Shares shown in the table are taken into consideration in determining whether our independent directors meet the minimum share ownership requirement under our bylaws. Mr. Timmerman's share ownership is reported along with our other executive officers' share ownership on page 36.


 
Director
  Shares Held
Directly

  Shares Held in
Director Deferred
Compensation
Trust

  Total Shares

 

Bill L. Amick

  11,852   25,832   37,684

 

James A. Bennett

  3,046   21,880   24,926

 

Sharon A. Decker

  2,222   0   2,222

 

D. Maybank Hagood

  0   9,967   9,967

 

Joshua W. Martin, III

  1,026   1,774   2,800

 

James M. Micali

  1,000   7,744   8,744

 

Lynne M. Miller

  4,014   31,647   35,661

 

James W. Roquemore

  1,000   5,231   6,231

 

Maceo K. Sloan

  2,213   30,401   32,614

 

Harold C. Stowe

  3,302   19,287   22,589

 

G. Smedes York

  15,953   30,426   46,379

 

Group Totals

  45,628   184,189   229,817
 

        Under the Director Compensation and Deferral Plan, directors may make an annual irrevocable election to defer all or a portion of the annual retainer fee in a hypothetical investment in our common stock, with distribution from the plan to be ultimately payable in actual shares of our common stock. Directors may also elect for other fees to be deferred into an investment in our common stock under the Plan, with distribution from the Plan to be ultimately payable in shares of common stock. See "Director Compensation — Director Compensation and Deferral Plan" on page 53.

Communications with the Board of Directors, Including Non-Management Directors

        Shareholders and other interested parties can communicate with the Board, with the independent directors as a group or with any director by writing to them, c/o Gina Champion, Corporate Secretary, SCANA Corporation,

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220 Operation Way, Mail Code D133, Cayce, South Carolina 29033, or by sending an e-mail to independentdirectors@scana.com (for correspondence to the independent directors), to chairman@scana.com (for correspondence to the CEO/chairman) or to gchampion@scana.com (for correspondence to a particular director). Interested parties also may communicate with the chair of the following Committees by sending an e-mail to: auditchair@scana.com, humanresourceschair@scana.com, nominatingchair@scana.com, or governancechair@scana.com. The Corporate Secretary may initially review communications with directors and transmit a summary to the directors, but has discretion to exclude from transmittal any communications that are commercial advertisements or other forms of solicitation or individual service or billing complaints (although all communications are available to the directors at their request). The Corporate Secretary will forward to the directors any communications raising substantive issues.

SCANA's Code of Conduct & Ethics

        All of our employees (including the Chief Executive Officer, Chief Financial Officer and Controller) and directors are required to abide by the SCANA Code of Conduct & Ethics (the "Code of Conduct") to ensure that our business is conducted in a consistently legal and ethical manner. The Code of Conduct forms the foundation of a comprehensive process that promotes compliance with corporate policies and procedures, an open relationship among colleagues that contributes to good business conduct, and a belief in the integrity of our employees. Our policies and procedures cover all areas of business conduct, and require adherence to all laws and regulations applicable to the conduct of our business.

        The full text of the Code of Conduct is published on our website, at www.scana.com, under the "Company Profile — Code of Conduct" caption, and a copy is also available in print upon request to the Corporate Secretary, SCANA Corporation, 220 Operation Way, Mail Code D133, Cayce, South Carolina 29033. We intend to disclose future amendments to, or waivers from, certain provisions of the Code of Conduct on our website within two business days following the date of such amendment or waiver.

RELATED PARTY TRANSACTIONS


                 Our Governance Principles and Nominating Committee Charter address independence requirements for our directors. As part of our independence analysis, our Nominating Committee must review and assess any related party transactions involving our directors and their immediate family members and certain of their affiliates as required by the New York Stock Exchange Listing Standards. Our Governance Principles also address director requirements for avoidance of conflicts of interest and disclosure of conflicts of interest or potential conflicts of interest, and prohibit loans or extensions of credit to directors. Our Code of Conduct addresses requirements for avoidance of conflicts of interest by all of our employees. Our Governance Principles, Nominating Committee Charter and Code of Conduct are all written documents. With the exception of annual director and officer questionnaires, our Governance Principles, our Code of Conduct, and our Nominating Committee Charter, there are no additional written policies and procedures relating to the review, approval or ratification of related party transactions by the Board.

        To help us perform our independence and related party transaction analysis, we require that each senior executive officer, director and director nominee complete an annual questionnaire and report all transactions with us in which such persons (or their immediate family members and certain of their affiliates) had or will have a direct or indirect material interest (except for salaries and other compensation and benefits, directors' fees, and dividends on our stock). It is our general intention to avoid such transactions. Our General Counsel reviews responses to the questionnaires and any other information about related party transactions that may be brought to his attention. We use the questionnaires and the annual Code of Conduct training to help ensure the effective implementation and monitoring of compliance with such policies and procedures. If any such related party transactions are disclosed, they are reviewed by the Nominating Committee pursuant to the requirements of its Charter. If appropriate, any such transactions are submitted to the Board for approval.

        The Nominating Committee does not use any formal written standards in determining whether to submit a related party transaction to the Board for approval. As noted above, we attempt to avoid such transactions altogether. On the rare occasions when such transactions have arisen, our Nominating Committee, which is comprised of a majority of our independent board members, reviewed the proposed or actual transactions and

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utilized their business judgment to determine which of them should be submitted for review to the full Board. In practice, all such transactions that have arisen in recent years have been reviewed by the full Board, even when they were well below the threshold for proxy statement disclosure and below the threshold at which director independence could be compromised.

        The types of transactions that have been reviewed in the past include the purchase and sale of goods, services or property from companies for which our directors serve as executive officers or directors, and the purchase of financial services and access to lines of credit from banks for which our directors serve as executive officers or directors. During the year ended December 31, 2009, there were no transactions that required reporting to the Board.

        In connection with our hiring of Ronald T. Lindsay, our Senior Vice President and General Counsel, in 2009, which was approved by our Board, Mr. Lindsay was required to move to Columbia and therefore was eligible for certain new-hire relocation benefits under our employee relocation programs. Those benefits included our purchasing Mr. Lindsay's previous residence as well as reimbursing certain of his relocation expenses and providing an expense allowance and tax gross-up payments, which totaled $56,440 in 2009. We purchased Mr. Lindsay's residence for $834,666, which was the agreed upon fair market value based on third party appraisals. In addition, we agreed to indemnify our relocation agent for various matters potentially associated with the purchase and resale of the residence, and Mr. Lindsay agreed to indemnify us against certain of those indemnification obligations. We intend to resell the residence as soon as it is prudent to do so.

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SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


SECURITY OWNERSHIP OF MANAGEMENT

        The following table lists shares of our common stock beneficially owned on March 1, 2010, by each director, each nominee, each person named in the Summary Compensation Table on page 37, and all directors and executive officers as a group.

Name of Beneficial Owner
  Amount and Nature of
Beneficial Ownership(1)(2)(3)(4)(5)
  Percent of
Class
 
W. B.   Timmerman     78,722     *  
J. E.   Addison     16,940     *  
K. B.   Marsh     27,063     *  
G. J.   Bullwinkel, Jr.     50,007     *  
S. A.   Byrne     18,291     *  
B. L.   Amick     12,332     *  
J. A.   Bennett     3,046     *  
S. A.   Decker     2,222     *  
D. M.   Hagood     0     *  
J. W.   Martin, III     1,026     *  
J. M.   Micali     1,000     *  
L. M.   Miller     4,014     *  
J. W.   Roquemore     1,000     *  
M. K.   Sloan     2,213     *  
H. C.   Stowe     3,402     *  
G. S.   York     15,953     *  
All executive officers and directors as a group (20 persons)     321,996     * (6)

    *Less than 1%

(1)
Includes shares purchased through March 1, 2010, by the Trustee under the SCANA Stock Purchase Savings Plan.

(2)
Includes Restricted Stock granted on February 14, 2008, subject to a three-year vesting period, in the following amounts: Messrs. Timmerman — 17,006; Addison — 3,224; Marsh — 5,983; Bullwinkel — 3,997; Byrne — 3,826; and other executive officers as a group — 4,760.

(3)
Hypothetical shares acquired under the Director Compensation and Deferral Plan are not included in the above table. These hypothetical shares do not have voting rights. As of March 1, 2010 the following directors had acquired the following numbers of hypothetical shares: Messrs. Amick — 25,832; Bennett — 21,880; Hagood — 9,967; Martin — 1,774; Micali — 7,744; Roquemore — 5,231; Sloan — 30,401; Stowe — 19,287; and York — 30,426; Mrs. Decker — 0; and Ms. Miller — 31,647.

(4)
Hypothetical shares acquired under the Executive Deferred Compensation Plan are not included in the above table. These hypothetical shares do not have voting rights. As of March 1, 2010, the following officers had acquired the following numbers of hypothetical shares: Messrs. Timmerman — 65,487; Addison — 621; Marsh — 5,970; Bullwinkel — 26,368; and Byrne — 13,737.

(5)
Includes shares owned by close relatives and/or shares held in trust for others, as follows: Messrs. Amick — 480; Bullwinkel — 1,930; Stowe — 100; and other executive officers as a group — 0.

(6)
Includes a total of 6,768 shares subject to options that are currently exercisable or that will become exercisable within 60 days.

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FIVE PERCENT BENEFICIAL OWNERSHIP OF SCANA COMMON STOCK

        The following table provides information about persons known by us to be the beneficial owners of more than five percent of our common stock as of December 31, 2009. This information was obtained from Schedules 13G filed with the Securities and Exchange Commission and we have not independently verified it.

Name and Address of Beneficial Owner
  Amount and Nature
of Beneficial
Ownership
  Percent of
Class
 
SCANA Corporation Stock Purchase Savings Plan
Bank of America, N.A., as Trustee(1)
    1300 Merrill Lynch Drive
    Third Floor
    Pennington, NJ 08534
    12,937,745     10.50  

BlackRock, Inc.
    40 East 52nd Street
    New York, NY 10022

 

 

7,057,120

 

 

5.73

 
(1)
The Stock Purchase Savings Plan has shared power to vote and dispose of all of these shares. Employees have the opportunity to give voting instructions to the Trustee with respect to shares held in their accounts and the Trustee is required to vote the shares in accordance with such instructions.

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EXECUTIVE COMPENSATION


        

Compensation Committee Processes and Procedures

        Our Human Resources Committee, which is comprised entirely of independent directors, administers our senior executive compensation program. Compensation decisions for all senior executive officers are approved by the Human Resources Committee and recommended by the Committee to the full Board for final approval. The Committee considers recommendations from our Chairman and Chief Executive Officer in setting compensation for senior executive officers.

        In addition to attendance by members of the Human Resources Committee, the Committee's meetings are also regularly attended by our Chairman and Chief Executive Officer and our Vice President of Human Resources. However, at each meeting, the Committee also meets in executive session without members of management present. The Chairman of the Committee reports the Committee's recommendations on executive compensation to the Board of Directors. Our Human Resources, Tax and Finance Departments support the Human Resources Committee in its duties, and the Committee may delegate authority to these departments to fulfill administrative duties relating to our compensation programs.

        The Committee has the authority under its charter to retain, approve fees for, and terminate advisors, consultants and others as it deems appropriate to assist in the fulfillment of its responsibilities. The Committee has, however, historically not retained its own compensation consultant, but rather has used relevant information provided to us by management's consultant. The Committee uses this information to assist it in carrying out its responsibilities for overseeing matters relating to compensation plans and compensation of our senior executive officers. Using information provided by a national compensation consultant helps assure the Committee that our policies for compensation and benefits are competitive and aligned with utility and general industry practices. Currently, Towers Watson (formerly known as Towers Perrin) serves as management's executive officer and director compensation consultant. Prior to May 2009, Hewitt Associates served as management's executive officer and director compensation consultant. During 2009, Towers Perrin's aggregate fees in connection with advice relating to executive officer and director compensation were $97,917, and Hewitt's fees for such services were $37,756.

        In addition to providing services related to executive and director compensation in 2009, Towers Perrin also provided non-executive compensation consulting services to the Company. The non-executive compensation consulting services provided by Towers Perrin in 2009 included actuarial services and pension plan advice, compensation plan design advice, financial analysis and disclosure consulting, and welfare benefits consulting. During 2009, Towers Perrin's fees for these additional services were $958,393. No fees for additional services were paid to Hewitt Associates during 2009. Requests for such non-executive compensation consulting services are made to Towers Perrin by persons below the executive officer level within the departments of our Company that have a need for such services, and those requests are made without the involvement of our senior management or other personnel who may be associated with Towers Perrin's engagement in connection with executive compensation consulting. Although Towers Perrin was only recently selected as management's executive officer and director compensation consultant, Towers Perrin has performed many of the additional services for various departments of our Company for more than 20 years. The decision to engage Towers Perrin for both the executive and the non-executive compensation consulting services was made by management. The Board approved management's engagement of Towers Perrin for the executive compensation consulting. Although the Board was made aware of the Company's use of Towers Perrin for the non-executive compensation services, the Board was not asked to, and did not, approve the engagement of Towers Perrin for the non-executive compensation services.

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Compensation Committee Interlocks and Insider Participation

        During 2009, decisions on various elements of executive compensation were made by the Human Resources Committee. No officer, employee, former officer or any related person of SCANA or any of its subsidiaries served as a member of the Human Resources Committee.

        The directors who served on the Human Resources Committee during 2009 were:

    Mr. G. Smedes York, Chairman
    Mr. James A. Bennett
    Mrs. Sharon A. Decker
    Mr. D. Maybank Hagood
    Mr. James M. Micali
    Ms. Lynne M. Miller
    Mr. James W. Roquemore
    Mr. Maceo K. Sloan
    Mr. Harold C. Stowe

Compensation Risk Assessment

        Our Human Resources, Risk Management, and Legal departments jointly reviewed our compensation policies and procedures to determine whether they present a significant risk to the Company. Our annual incentive compensation plans for all employees are structured such that appropriate limits are in place to discourage excessive risk taking. In addition, all leadership level employees who are in a position to effect significant policies or projects have compensation at risk on both a short- and long-term basis, which we believe discourages excessive risk taking and encourages supervision of any risk related activities by other employees. Our compensation programs and policies, including our senior executive share ownership requirements, reward consistent, long-term performance by heavily weighting leadership level compensation to long-term incentives that reward stock, financial, and operating performance. Based on this review we have concluded that our compensation policies and procedures for all employees are not reasonably likely to have a material adverse effect on the Company.

Compensation Discussion and Analysis

    Objectives and Philosophy of Executive Compensation

        Our senior executive compensation program is designed to support our overall objective of increasing shareholder value by:

    Hiring and retaining premier executive talent;

    Having a pay-for-performance philosophy that links total rewards to achievement of corporate, business unit and individual goals, and places a substantial portion of pay for senior executives at-risk;

    Aligning the interests of executives with the long-term interests of shareholders through long-term equity-based incentive compensation; and

    Ensuring that the elements of the compensation program focus on and appropriately balance our financial, customer service, operational and strategic goals, all of which are crucial to achieving long-term results for our shareholders.

        We have designed our compensation program to reward senior executive officers for their individual and collective performance and for our collective performance in achieving target goals for earnings per share and total shareholder return and other annual and long-term business objectives. We believe our program performs a vital role in keeping executives focused on improving our performance and enhancing shareholder value while rewarding successful individual executive performance in a way that helps to assure retention.

        The following discussion provides an overview of our compensation program for all of our senior executive officers (for 2009, a group of nine people who are at the level of senior vice president and above), as well as a specific discussion of compensation for our Chief Executive Officer, our Chief Financial Officer and the other executive officers named in the Summary Compensation Table that follows this "Compensation Discussion and

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Analysis." In this discussion, we refer to the executives named in the Summary Compensation Table as "Named Executive Officers."

    Principal Components of Executive Compensation

        During 2009, senior executive compensation consisted primarily of three key components: base salary, short-term cash incentive compensation, and long-term equity-based incentive compensation (under the shareholder-approved Long-Term Equity Compensation Plan). We also provide various additional benefits to senior executive officers, including health, life and disability insurance plans, retirement plans, termination, severance and change in control arrangements, and limited perquisites. The Human Resources Committee makes its decisions about how to allocate senior executive officer compensation among base salary, short-term cash incentive compensation and long-term equity-based incentive compensation on the basis of market information and analysis provided by our compensation consultant, and our goals of remaining competitive with the compensation practices of a group of surveyed companies and of linking compensation to our corporate performance and individual senior executive officer performance.

        A more detailed discussion of each of these components of senior executive officer compensation, the reasons for awarding such types of compensation, the considerations in setting the amounts of each component of compensation, the amounts actually awarded for the periods indicated, and various other related matters are set forth in the sections below.

    Factors Considered in Setting Senior Executive Officer Compensation

    Use of Market Surveys and Peer Group Data

        We believe it is important to consider comparative market information about compensation paid to executive officers of other companies in order to remain competitive in the executive workforce marketplace. We want to be able to attract and retain highly skilled and talented senior executive officers who have the ability to carry out our short- and long-term goals. To do so, we must be able to compensate them at levels that are competitive with compensation offered by other companies in our business or geographic marketplace that seek similarly skilled and talented executives. Accordingly, we consider market survey results in establishing target compensation levels for all components of compensation. The market survey information is provided to us approximately every other year by our compensation consultant. In years in which our consultant does not provide us with market survey information, our process is to apply an aging factor to the prior year's information with assistance from our consultant, based on its experience in the marketplace. Compensation decisions for 2009 were based on a compensation survey performed in 2007 by Hewitt Associates, our previous compensation consultant. Prior to the consultant's conducting the biennial market study, we assist our consultant in matching our positions with benchmark positions in its database by comparing the specific responsibilities of our positions with the benchmark duties. If we are unable to find an exact match for one of our positions in the consultant's database due to variances in duties and/or position level, we and our consultant agree on the most similar position. The market survey information may then be adjusted upward or downward as necessary to match our position as closely as possible. Our current compensation consultant, Towers Watson, performed a compensation survey in 2009 which will be utilized to set future compensation.

        Our goal is to set base salary and short- and long-term incentive compensation for our senior executive officers at the median (50th percentile) of compensation paid for similar positions by the companies included in the market surveys. We set our target at the median because we believe this target will meet the requirements of most of the persons we seek to hire and retain in our geographic area, and because we believe it is fair both to us and to the executives. Variations to this objective may, however, occur as dictated by the experience level of the individual, internal equity and market factors. We do not set a target level for broad-based benefits for our senior executive officers, but our market survey information indicates that they currently are approximately at the median.

        The companies included in the market surveys are a group of utilities and general industry companies of various sizes in terms of revenue. Approximately half of the companies included in the most recent market surveys had substantially the same levels of annual revenues as we had, while the remainder had revenues ranging from one-seventh to not greater than 3.6 times our revenues. Market survey results for each position are size-adjusted using regression analysis to account for these differences in company revenues, which in turn are viewed as a proxy for measuring the relative scope and complexity of the business operations. The vast majority of the

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companies included in the survey were those who participate in our previous compensation consultant's database. Data for the remaining companies was obtained via proxy statement disclosures.

        The companies included in the market survey we used in connection with setting base salaries and short- and long-term incentive compensation for 2009, and the states in which they are headquartered are listed below:

    Utility Industry: AGL Resources, Inc. (GA); Allegheny Energy, Inc. (PA); Allete, Inc. (MN); Ameren Corporation (MO); Aquila, Inc. (MO); Black Hills Corporation (SD); CenterPoint Energy (TX); Cleco Corporation (LA); CMS Energy Corporation (MI); Dominion Resources, Inc. (VA); DTE Energy Company (MI); Duke Energy Corporation (NC); Dynegy, Inc. (TX); Edison International (CA); El Paso Electric Company (TX); FPL Group, Inc. (FL); NiSource Inc. (IN); Pepco Holdings, Inc. (DC); Portland General Electric Co. (OR); PPL Corporation (PA); Progress Energy, Inc. (NC); Public Service Enterprise Group (NJ); Sempra Energy (CA); Southern Company (GA); WGL Holdings, Inc. (DC).

    General Industry: Alliant Techsystems Inc. (MN); ALLTEL Corporation (AR); Armstrong World Industries (PA); Avaya (NJ); Avery Dennison Corp. (CA); Ball Corporation (CO); BorgWarner Inc. (MI); Cameron International Corp. (TX); The Clorox Company (CA); Cooper Industries (TX); Ecolab Inc. (MN); El Paso Corporation (TX); FMC Corporation (PA); Hasbro, Inc. (RI); The Hershey Company (PA); MeadWestvaco Corporation (VA); Packaging Corp. of America (IL); Praxair, Inc. (CT); Rockwell Collins, Inc. (IA); The Sherwin-Williams Co. (OH); Sonoco Products Company (SC); Steelcase Inc. (MI); Wm. Wrigley Jr. Company (IL).

        We believe the utilities included in our market surveys are an appropriate group to use for compensation comparisons because they align well with our revenues, the nature of our business and workforce, and the talent and skills required for safe and successful operations. We believe the additional non-utility companies included in our market surveys are appropriate to include in our comparisons because they align well with our revenues, and are the types of companies that might be expected to seek executives with the same general skills and talents as the executives we are trying to attract and retain in our geographic area. The companies we use for comparisons may change from time to time based on the factors discussed above.

        To make comparisons with the market survey results, we generally divide all of our senior executive officers into utility and non-utility executive groups — that is, executive officers whose responsibilities are primarily related to utility businesses and require a high degree of technical or industry-specific knowledge (such as electrical engineering, nuclear engineering or gas pipeline transmission), and those whose responsibilities are more general and do not require such specialized knowledge (such as business, finance, and other corporate support functions). We then attempt to match to the greatest degree possible our positions with similar positions in the survey results. For positions that do not fall specifically into the utility or non-utility group, we may blend the survey results to achieve what we believe is an appropriate comparison.

        We also use performance data covering a larger peer group of utilities in determining long-term equity incentive compensation under our shareholder-approved Long-Term Equity Compensation Plan, as discussed below under "Long-Term Equity Compensation Plan."

    Personal Qualifications

        In addition to considering market survey comparisons, we consider each senior executive officer's knowledge, skills, scope of authority and responsibilities, job performance and tenure with us as a senior executive officer.

        Mr. Timmerman has been our President and Chief Executive Officer for 14 years, and has been employed with us in various capacities, including Chief Financial Officer and Chief Operating Officer, for 31 years. Mr. Timmerman started his career as a certified public accountant. As our Chief Executive Officer, Mr. Timmerman has responsibility for strategic planning, development of our senior executive officers and oversight of all our operations.

        Mr. Addison was appointed Senior Vice President of SCANA and Chief Financial Officer in April 2006, prior to which he had served as our Vice President of Finance since 2001. As Chief Financial Officer, he is responsible for all of our financial operations, including accounting, risk management, treasury, regulatory affairs, investor relations, shareholder services, taxation and financial planning, as well as our information technology functions. Mr. Addison is a certified public accountant, and has been with us for 18 years.

        Mr. Marsh is Senior Vice President of SCANA and was appointed President and Chief Operating Officer of South Carolina Electric & Gas Company ("SCE&G"), our largest subsidiary, in April 2006, prior to which he had

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served as our Senior Vice President and Chief Financial Officer since 1998. As President of SCE&G, he is responsible for all of its gas and electric operations, as well as for all of our facilities and properties management. Mr. Marsh previously practiced as a certified public accountant, and has been with us for 25 years.

        Mr. Bullwinkel is Senior Vice President of SCANA, as well as President and Chief Operating Officer of our subsidiary, SCANA Energy Marketing, Inc., which is a provider of natural gas, and President of our subsidiaries, SCANA Communications, Inc. and ServiceCare, Inc. He is also responsible for senior executive oversight of our subsidiary, Public Service Company of North Carolina, Incorporated, d/b/a PSNC Energy, which is a regulated provider of natural gas in North Carolina. In these positions, he is responsible for overall operations of each of these subsidiaries. Mr. Bullwinkel has been with us for 39 years.

        Mr. Byrne is Executive Vice President of Generation, Chief Nuclear Officer, and he is also responsible for our fossil hydro operations. In these positions, he is responsible for overseeing all of our activities related to fossil hydro and nuclear power, including nuclear plant operations, emergency planning, licensing, nuclear support services, as well as overseeing construction of our new nuclear facilities. He has over 25 years experience in the nuclear industry, and he has also held a Nuclear Regulatory Commission (NRC) Senior Reactor Operator's license. Mr. Byrne has been with us for 14 years.

    Other Factors Considered

        In addition to the foregoing information, we consider the fairness of the compensation paid to each senior executive officer in relation to what we pay our other senior executive officers. Our Human Resources Committee also considers recommendations from our Chairman and Chief Executive Officer in setting compensation for senior executive officers.

        We review our compensation program and levels of compensation paid to all of our senior executive officers, including the Named Executive Officers, annually and may make adjustments based on the foregoing factors as well as other subjective factors.

        In 2009, our Human Resources Committee reviewed summaries of compensation components ("tally sheets") for all of our senior executive officers, including the Named Executive Officers. These tally sheets reflect changes in compensation from the prior year, if any, and affix dollar amounts to each component of compensation. Although the Committee did not make any adjustments to executive compensation in 2009 based on its review of the tally sheets, it intends to continue to use such tally sheets in the future to review each component of the total compensation package, including base salaries, short- and long-term incentives, severance plans, insurance, retirement and other benefits, as a factor in determining the total compensation package for each senior executive officer. During 2009, no adjustments to compensation were made for senior executive officers.

    Timing of Senior Executive Officer Compensation Decisions

        Annual salary reviews and adjustments and short- and long-term incentive compensation awards are routinely granted in February of each year at the first regularly scheduled Human Resources Committee and Board meetings. Determinations also are made at those meetings as to whether to pay out awards under the most recently completed cycle of long-term equity-based incentive compensation. Compensation determinations also may be made by the Committee at its other quarterly meetings in the case of newly hired executives, promotions of employees, or adjustments of existing employees' compensation that could not be deferred until the February meeting. We routinely release our annual and quarterly earnings information to the public in conjunction with the quarterly meetings of our Board.

    Base Salaries

        Senior executive officer base salaries are divided into grade levels based on market data for similar positions and experience. The Human Resources Committee believes it is appropriate to set base salaries at a reasonable level that will provide executives with a predictable income base. Accordingly, base salaries are targeted at the median (50th percentile) of the market survey data. The Human Resources Committee reviews base salaries annually and makes adjustments, if appropriate, on the basis of an assessment of individual performance, relative levels of accountability, prior experience, breadth and depth of knowledge, changes in market compensation practices as reflected in market survey data, and relative compensation levels within our Company.

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        No Named Executive Officers received a base salary increase in 2009. The slight difference in 2008 and 2009 annual salaries as reflected in the Summary Compensation Table are a result of the full 2008 salary increase being earned in 2009 as opposed to the partial year increase earned in 2008.

    Short-Term and Long-Term Incentive Compensation

        Our senior executive officer compensation program provides for both short-term incentive compensation in the form of annual cash incentive compensation, and long-term equity-based incentive compensation payable at the end of periods which have historically lasted three years. Both our Short-Term Annual Incentive and Long-Term Equity Compensation Plans promote our pay-for-performance philosophy, as well as our goal of having a meaningful amount of pay at-risk, and we believe both plans provide us a competitive advantage in recruiting and retaining top quality talent.

        We believe the short-term incentive compensation plan provides our senior executive officers with an annual stimulus to achieve short-term individual and business unit or departmental goals and short-term corporate earnings goals that ultimately help us achieve our long-term corporate goals. We believe the long-term equity-based incentive compensation counterbalances the emphasis of short-term incentive compensation on short-term results by focusing our senior executive officers on achievement of our long-term corporate goals, provides additional incentives for them to remain our employees by ensuring that they have a continuing stake in the long-term success of the Company, and significantly aligns the interests of senior executive officers with those of shareholders.

    Short-Term Annual Incentive Plan

        Our Short-Term Annual Incentive Plan provides financial incentives for performance in the form of opportunities for annual incentive cash payments. Participants in the Short-Term Annual Incentive Plan include not only our senior executive officers, but also approximately 215 additional employees, including other officers, senior management, division heads and other professionals whose positions or levels of responsibility make their participation in the plan appropriate. Our Chief Executive Officer recommends, and the Human Resources Committee approves, the performance measures, operational goals and other terms and conditions of incentive awards for senior executive officers, including the Named Executive Officers.

        The Committee reviews and approves target short-term incentive levels at its first regularly scheduled meeting each year based on percentages assigned to each executive salary grade. Actual short-term incentive awards are based both on the Company's achieving pre-determined financial and business objectives in the coming year, and on each senior executive officer's level of performance in achieving his or her individual financial and strategic objectives. The Committee selected these performance metrics because it believes they are key measures of financial and operational success, and that achieving our earnings and strategic goals supports the interests of our shareholders. In assessing accomplishment of objectives, the Committee considers the difficulty of achieving each objective, unforeseen obstacles or favorable circumstances that might have altered the level of difficulty in achieving the objective, overall importance of the objective to our long-term and short-term goals, and importance of achieving the objective to enhancing shareholder value. Changes in annual target short-term incentive levels can be made if there are changes in the senior executive officer's salary grade level that warrant a target change.

        The plan allows for an increase or decrease in short-term incentive award payout for an individual participant of up to 20% of the award based on an individual's performance in meeting individual financial and strategic objectives. The plan also allows for an increase or decrease in award payout of up to 50% of the target award for all participants as a group. However, cumulative adjustments to target award payouts for all participants may not increase or decrease overall award levels by more than 50%. Individual awards may nonetheless be decreased or eliminated if the Human Resources Committee determines that actual results warrant a lower payout.

        For Mr. Timmerman, the Short-Term Annual Incentive Plan placed equal emphasis on the following financial and business objectives for 2009:

    Our achieving earnings per share targets set to reflect our published earnings per share guidance; and

    Performance of our senior executive officers.

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        For each of our other Named Executive Officers, the Short-Term Annual Incentive Plan placed equal emphasis on the following financial and business objectives for 2009:

    Our achieving earnings per share targets set to reflect our published earnings per share guidance; and

    The executive officer's level of performance in helping us achieve our annual business objectives relating to one or more of the following four critical success factors: cost effective operations, profitable growth, excellence in customer service, and developing our people.

        The estimated possible payouts that could have been earned under the 2009 awards if performance objectives were met at threshold, target and maximum levels are set forth in the 2009 Grants of Plan-Based Awards table. The 2009 Short-Term Annual Incentive Plan payouts based on our achieving our earnings per share target and business objectives, and our Named Executive Officers' achieving their individual objectives, are reflected in the Summary Compensation Table on page 37 under the column "Non-Equity Incentive Plan Compensation."

    Earnings per Share Component of 2009 Annual Incentive Award

        Up to fifty percent of the total 2009 annual incentive award would be earned at the levels set forth below based on the extent to which we met the earnings per share goals set forth below:

   
  25% of EPS
Component
Earned at
  50% of EPS
Component
Earned at
  75% of EPS
Component
Earned at
  100% of EPS
Component
Earned at
   
  Earnings per share   $ 2.80   $ 2.85   $ 2.90   $ 2.95    

        Our actual earnings per share for 2009 were $2.85, which resulted in our executives earning 50% on the earnings per share component of the 2009 annual incentive award.

    Individual Strategic Objectives Component of 2009 Annual Incentive Award

        The remaining fifty percent of the 2009 annual incentive award was based on our Named Executive Officers achieving their individual performance objectives relating to one or more of our critical success factors. The extent to which each Named Executive Officer's individual strategic objectives depended upon our achieving one or more of our critical success factors was weighted according to the extent to which the executive was responsible for results of the objectives. The weightings assigned to the business objectives for each Named Executive Officer for 2009 are shown in the table below:

2009 Weightings Assigned to Each Business Performance Objective
for Named Executive Officers

 
Objective
  Mr. Timmerman   Mr. Addison   Mr. Marsh   Mr. Byrne   Mr. Bullwinkel    
 

Financial Results

    50 %   50 %   50 %   50 %   50 %  
 

Senior Staff Performance

    50 %                          
 

Cost Effective Operations

                20 %   25 %        
 

Profitable Growth

          50 %         25 %   20 %  
 

Customer Service

                20 %         10 %  
 

Developing our People

                10 %         20 %  

        We achieved our business objectives and our senior executive officers achieved their individual strategic objectives. Accordingly, we made payouts to our senior executive officers, including our Named Executive Officers, with respect to the business and individual strategic objectives portions of the Plan.

    Individual Strategic Objectives on which 2009 Short-Term Annual Incentive Awards were Based

        Our four critical success factors — cost effective operations, profitable growth, excellence in customer service, and developing our people — included the following components, which were included in business unit objectives: meeting customer growth challenges, excelling in customer service, focusing on employee safety and wellness, maintaining gas and electric system reliability, and addressing changing and challenging regulatory requirements.

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        The individual strategic objectives the Human Resources Committee considered with respect to one or more of our critical success factors in determining short-term incentive awards for the Named Executive Officers were as follows:

        Mr. Timmerman's award was based on his contributions and his leadership of other senior executives in achieving our overall corporate strategic plan objectives.

        Mr. Addison's award was based on his successful efforts toward increasing the visibility of, and an understanding of, our Company in the financial community; monitoring ever changing and adverse financial markets and obtaining timely external financing or refinancing on favorable terms; and leadership-level participation in regulatory decisions and strategy for 2009.

        Mr. Marsh's award was based on his progress toward the development of an expanded Demand Side Management Program and the submission of that program for regulatory approval; his evaluation of, and modifications to, our customer service strategy in response to the current economic challenges faced by our customers; and his leadership of the Company's succession planning activities and strategies for all business units.

        Mr. Bullwinkel's award was based on his efforts in connection with the implementation of a new conservation program by one of our major subsidiaries; the development and implementation of a compliance and training program for our Power Marketing area; and the successful management of the Company's Georgia Public Service Commission's regulated provider status.

        Mr. Byrne's award was based on his leadership associated with the timely completion of required environmental upgrades at several of our generation sites; the successful decommissioning of our CVNPA Parr reactor site in Jenkinsville, SC; and the successful completion of a nuclear refueling and maintenance of a pre-determined availability factor for our V.C. Summer Nuclear Facility.

    Long-Term Equity Compensation Plan

        The potential value of long-term equity-based incentive compensation opportunities comprises a significant portion of the total compensation package for senior executive officers and key employees. The Human Resources Committee believes that emphasizing this component of total compensation provides the appropriate long-range focus for senior executive officers and other key employees who are charged with responsibility for managing the Company and achieving success for our shareholders because it links the amount of their compensation to our business and financial performance.

        A portion of each senior executive officer's potential compensation consists of awards under the Long-Term Equity Compensation Plan. The types of long-term equity-based compensation the Human Resources Committee may award under the Plan include incentive and nonqualified stock options, stock appreciation rights (either alone or in tandem with a related stock option), restricted stock, restricted stock units, performance units and performance shares. In recent years, our long-term equity-based awards have been in the form of performance shares, restricted stock, and restricted stock units. These long-term equity-based awards are granted subject to satisfaction of specific performance goals and vesting schedules. For the 2009-2011 performance period, awards under the Long-Term Equity Compensation Plan consisted of performance shares and restricted stock units. The Committee has not awarded stock options since 2002 and has no plans to do so in the foreseeable future, and the Committee has not awarded any stock appreciation rights under the Plan.

        We believe awards of performance shares align the interests of our executives with those of shareholders because the value of such awards is tied to our achieving financial and business goals that would be expected to affect the value of our common stock. We believe awards of restricted stock and restricted stock units align the interests of our executives with those of shareholders in that they ensure a long-term view of success and they aid in retention of executives.

    Performance Share Awards

        The Committee has been granting performance share awards that are earned, if at all, over a three-year period that is measured in three one-year cycles based on comparative total shareholder return and earnings per share components throughout the performance period. Performance share awards based on these components place a portion of executive compensation at risk because executives are compensated pursuant to the awards only when

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the objectives for Total Shareholder Return ("TSR") and earnings growth are met. Additionally, comparing our TSR to the TSR of a group of other companies reflects our recognition that investors could have invested their funds in other entities and measures how well we performed over time when compared to others in the group.

        Performance share awards are denominated in shares of our common stock. The number of target performance shares into which awards are denominated is calculated by multiplying the Named Executive Officer's base salary by a target percentage based on positions cited in the market survey data and dividing the product by a valuation factor applied to our opening stock price on the date of grant. The target percentage is derived from market survey data of the peer companies listed above under "Factors Considered in Setting Senior Executive Officer Compensation — Use of Market Surveys and Peer Group Data." The valuation factor is provided to us by our compensation consultant and is intended as a means to establish a grant date salary equivalent value that takes into consideration such factors as dividend treatment, potential for maximum performance, and the treatment of awards upon termination. Performance share awards may be paid in stock or cash or a combination of stock and cash at the Committee's discretion, but are most frequently paid in cash. In recent years, all payouts have been in cash. Payouts are based on the closing market price of our stock on the last business day of the three-year performance period.

    Components of 2007-2009 Performance Share Awards

        In 2007, the Committee granted performance share awards to each of the Named Executive Officers. The design of performance share awards under the Long-Term Equity Compensation Plan for the 2007-2009 period was intended to encourage executive retention by minimizing the impact of extraordinarily strong or poor single-year performance on award payouts, while generally requiring that the executives continue employment with us for the entire three-year period to receive a payout.

        For the 2007-2009 period, components on which we based performance share awards to senior executive officers were as follows: (1) our TSR relative to the TSR of a peer group of companies; and (2) a growth in earnings component based on growth in "GAAP-adjusted net earnings per share from operations" as that term is used in the Company's periodic reports and external communications(a). As in prior periods, TSR over the performance period is equal to the change in our common stock price, plus cash dividends paid on our common stock during the period, divided by the common stock price as of the beginning of the period. Sixty percent of target performance shares were based on the TSR component, and 40% were based on the growth in earnings component. This allocation was made to weight the external performance measure slightly higher than the internal performance measure.


(a)
GAAP-adjusted net earnings per share from operations provides a consistent basis upon which to measure performance from year to year. In prior years, GAAP-adjusted net earnings per share from operations has excluded from earnings the effects arising from the Company's adoption of new accounting guidance, the favorable settlement of certain litigation and the effects of sales of certain investments. Management uses this measure when determining earnings guidance and growth projections and when making resource allocation and other budgetary and operational decisions.

        Performance measurement and award determinations for the 2007-2009 period were made on an annual basis with vesting and payment of awards being deferred until after the end of the three-year period. Accordingly, payouts under the 2007-2009 three-year period were earned for each year that performance goals were met during the three-year period, but vesting and payment were deferred until the end of the three-year period and were contingent upon the participant still being employed with us at the end of the three-year period, subject to certain exceptions in the event of retirement, death or disability. Payouts would also have been accelerated in the event of certain change in control events. See " — Potential Payments Upon Termination or Change in Control."

    Performance Criteria for the 2007-2009 Performance Share Awards and Earned Awards for the 2007-2009 Performance Period

        Payouts based on the TSR component of the 2007-2009 plan were scaled according to our ranking against the peer group. Executives earned threshold payouts (equal to 50% of target award) for each year of the three-year period in which we ranked at the 33rd percentile in relation to the peer group's TSR performance for the one-year period. Target payouts (equal to 100% of target award) would be earned for each year of the three-year period in which we ranked at the 50th percentile in relation to the peer group's TSR performance for the one-year period. Maximum payouts (equal to 150% of target award) would be earned for each year of the three-year period in which

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our performance ranked at or above the 75th percentile in relation to the peer group's TSR performance for the one-year period. Payouts are scaled between 50% and 150% based on the actual percentile achieved. No payout would be earned if our performance were less than the 33rd percentile, and no payouts could exceed 150% of the target award. Threshold, target and maximum payouts at the 33rd, 50th and 75th percentiles were used because these generally matched the levels used by the companies in the market survey data.

        The peer group of utilities with which we compared our TSR for the 2007-2009 period are set forth below:

    Allegheny Energy, Inc.; Alliant Energy Corporation; Ameren Corporation; American Electric Power; Avista Corporation; Centerpoint Energy Inc.; CMS Energy Corporation; Consolidated Edison, Inc.; Constellation Energy Group, Inc.; Dominion Resources, Inc.; DPL, Inc.; DTE Energy Company; Duke Energy Corporation; Edison International; Entergy Corporation; Exelon Corporation; FirstEnergy Corp.; FPL Group, Inc.; Great Plains Energy, Inc.; Hawaiian Electric Industries, Inc.; Integrys Energy Group, Inc.; NiSource Inc.; Northeast Utilities; NorthWestern Corporation; NSTAR; NV Energy, Inc. (f/k/a Sierra Pacific Resources); OGE Energy Corp.; Pepco Holdings, Inc.; PG&E Corporation; Pinnacle West Capital Corporation; PNM Resources, Inc.; PPL Corporation; Progress Energy, Inc.; Public Service Enterprise Group, Inc.; Puget Energy, Inc.; Southern Company; TECO Energy, Inc.; UIL Holdings Corporation; UniSource Energy Corporation; Vectren Corporation; Westar Energy, Inc.; Wisconsin Energy Corporation; XCEL Energy, Inc.

        The number of utilities included in the peer group used for TSR comparisons is larger than the number included in the market survey utility peer group we use for purposes of setting base salary and short- and long-term incentive targets because information about TSR is publicly available for a larger number of utilities. We include only utilities in the TSR peer group because we have assumed that shareholders would measure our performance against performance of other utilities in which they might have invested.

        For the first, second, and third years of the 2007-2009 period, our TSR was at the 59th, 82nd, and 47th percentiles, respectively, which resulted in awards on the TSR component being earned at 118%, 150%, and 91% for the respective years, payment of which was deferred until the end of the three-year period as discussed above.

        With respect to the growth in earnings component for the 2007-2009 period, executives earned threshold payouts (equal to 50% of target award) for each year in the three-year period in which growth in GAAP-adjusted net earnings per share from operations equaled 2%. Executives earned target payouts (equal to 100% of target award) for each year in which such growth equaled 4%, and maximum payouts (equal to 150% of target award) for each year in which such growth equaled or exceeded 6%. Payouts were scaled between 50% and 150% based on the actual growth in GAAP-adjusted net earnings per share from operations achieved. No payouts would be earned for any year in which growth in GAAP-adjusted net earnings per share from operations was less than 2%, and no payouts could exceed 150% of target award.

        For the first, second, and third years of the 2007-2009 period, our growth in GAAP-adjusted net earnings per share from operations were 5.8%, 7.7%, and less than 1% respectively, which resulted in awards for this component being earned at 145%, 150%, and 0% for the respective years. As discussed above, payment of these awards was deferred until the end of the three-year period. The overall payout of 111% of the target shares, which occurred in February 2010, is reflected in the 2009 Option Exercises and Stock Vested table on page 41.

    2008-2010 Performance Share and Restricted Stock Awards

        On the recommendation of the Human Resources Committee, our Board approved changes to the design of awards for the 2008-2010 period to reflect the evolving business climate within which we operate. As discussed above, the grant for the 2007-2009 performance cycle under the Long-Term Equity Compensation Plan provided for awards of performance shares, 60% of which would be earned based on our level of success in achieving certain TSR targets as compared to the TSR of a peer group of companies, and 40% of which would be earned based on our level of success in achieving certain EPS growth targets, measured on an annual basis.

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        Our Human Resources Committee considered the fact that the performance thresholds were not met with respect to either the TSR or EPS growth components for the 2004-2006 cycle, nor was the performance threshold met with respect to the TSR component for the 2005-2007 cycle. Although threshold performance was met with respect to the EPS growth component for the 2005-2007 cycle, performance shares earned and paid out were only 57.5% of the targeted 40% award, resulting in an overall payout of 23%.

        When the Human Resources Committee adopted the criteria for awards for the 2008-2010 period, it appeared that the performance threshold with respect to the TSR component for the 2006-2008 period would not be met, and that the performance threshold for the EPS component would only be met between threshold and target. The Committee changed the criteria for the 2008-2010 cycle based on its belief that the below threshold performance described above, and what it anticipated would be below threshold to marginal performance for the 2006-2008 cycle, indicated that the criteria were unrealistic. Although thresholds for the 2006-2008 period were ultimately exceeded for both the TSR and EPS components, it was not possible to predict early in the year that the economic downturn would impact our peers negatively and that our long-term equity cycles would end the year with a positive accrual.

        In February 2008, when our Human Resources Committee and our Board of Directors were making their decisions about 2008 compensation, we believed the principal reason for the below threshold performance in prior years with respect to the TSR component of the awards was that our announced plans to build new generation capacity, including our consideration of a potential new nuclear facility, had depressed the market price of our stock. We believe the construction of new generation capacity is in our long-term best interests, and the long-term best interests of our shareholders and the communities we serve, but it appeared to us that the financial markets may have had a more short-term focus. Although alignment of our executives' interests with shareholder interests is very important, we wish to continue to encourage our executives and our employees to focus on our long-term goals and avoid having their strategic decisions driven by short-term market performance. Accordingly, to reduce the potential negative impact that we believed might result from our plans for increased generation capacity, we made adjustments to the design of our awards under the Long-Term Equity Compensation Plan.

        For 2008, we asked our compensation consultant to review the long-term incentive practices of a group of peer utility companies that have announced an interest in expanding generation capacity, including those considering building new nuclear facilities. The companies included in this modified 2008 survey were as follows:

    AES Corporation; Ameren Corporation; American Electric Power; CenterPoint Energy, Inc.; Consolidated Edison, Inc.; Constellation Energy Group, Inc.; Dominion Resources, Inc.; DTE Energy Company; Duke Energy Corporation; Edison International; Entergy Corporation; Exelon Corporation; FirstEnergy Corporation; FPL Group, Inc.; Integrys Energy Group, Inc.; Nisource, Inc.; NRG Energy; Pepco Holdings, Inc.; PG&E Corporation; PPL Corporation; Progress Energy, Inc.; Public Service Enterprise Group, Inc.; Reliant Energy; Southern Company; XCEL Energy, Inc.

        Among other findings, the survey revealed the following:

    Type of program.  Although 96% of these utilities used performance plans, over 80% of them also grant restricted stock or stock options. Only four of the companies (16%) used only performance plans for their long-term incentive grants.

    Performance leverage.  The survey also indicated that most of these companies had wider performance ranges than we did. Our TSR performance range was from the 33rd percentile to the 75th percentile; however, the peer group comparison denoted a performance range from the 28th percentile to the 83rd percentile.

    Payout leverage.  Additionally, the survey indicated that some of these companies had lower minimum payouts and higher maximum payouts than we did. Whereas we paid out 50% of target award at threshold performance (33%), the median threshold payout by the peer group was 25% of target, and our maximum payout was 150% of target as compared to maximum median payout by the peer group of 200% of target.

        Based on this review, the Committee approved changes to the 2008-2010 long-term incentive awards to address certain disparities between our program design and those of the peer companies. The approved changes modified the performance and payout ranges for the 2008-2010 awards, equally weighted the external and internal performance measures, and added a restricted stock grant which was not performance based.

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        Instead of awards being denominated solely in performance shares which are based 60% on our level of achieving TSR targets and 40% on our level of achieving EPS growth targets, awards for the 2008-2010 period were comprised of a combination of performance shares and restricted stock. Performance shares represented 80% of the awards, consisting of one half to be earned based on our level of achieving TSR targets and the remaining one half to be earned based on our level of achieving EPS growth targets. The remaining 20% of the awards was in the form of restricted stock. The restricted stock will vest at the end of the three-year period, if at all, and is not performance based. Although restricted stock does not have the same risk of forfeiture for failure to meet performance thresholds associated with performance shares, it has no upside potential for payout above target level.

    Components of 2008-2010 Performance Share Awards

        In 2008, we granted performance share awards to each of the Named Executive Officers. Components on which we based performance share awards to senior executive officers were the same TSR and growth in earnings components as the components on which we based performance share awards for the 2007-2009 period as discussed above under "Components of 2007-2009 Performance Share Awards." For the 2008-2010 period, however, half of target performance shares are based on each of the two components. This allocation was made to weight the performance measures equally and to allow for a time-based restricted stock award.

        Performance measurement and award determinations for the 2008-2010 cycle were also made on an annual basis with vesting and payment of awards being deferred until after the end of the three-year period. Accordingly, payouts under the 2008-2010 three-year period will be earned for each year that performance goals are met during the three-year period, but vesting and payments will be deferred until the end of the three-year period and will be contingent upon the participants still being employed by us at the end of the period, subject to certain exceptions in the event of retirement, death or disability.

    Performance Criteria for the 2008-2010 Performance Share Awards and Earned Awards for the 2008 and 2009 Performance Periods

        Payouts based on the TSR component of the 2008-2010 plan were scaled according to our ranking against the peer group. Executives earn threshold payouts (equal to 25% of target award) for each year of the three-year period in which we rank at the 25th percentile in relation to the peer group's TSR performance for the one-year period. Target payouts (equal to 100% of target award) are earned for each year of the three-year period in which we rank at the 50th percentile in relation to the peer group's TSR performance for the one-year period. Maximum payouts (equal to 175% of target award) are earned for each year of the three-year period in which our performance ranks at or above the 90th percentile in relation to the peer group's TSR performance for the one-year period. Payouts are scaled between 25% and 175% based on the actual percentile achieved. No payout will be earned if our performance is less than the 25th percentile, and no payouts may exceed 175% of the target award. Threshold, target and maximum payouts at the 25th, 50th and 90th percentiles were used because these generally match the levels used by the companies in the modified 2008 market survey data.

        The peer group of utilities with which we compare our TSR for the 2008-2010 period are set forth below:

    Allegheny Energy, Inc.; Alliant Energy Corporation; Ameren Corporation; American Electric Power; Avista Corporation; Centerpoint Energy Inc.; CMS Energy Corporation; Consolidated Edison, Inc.; Constellation Energy Group, Inc.; Dominion Resources, Inc.; DPL, Inc.; DTE Energy Company; Duke Energy Corporation; Edison International; Entergy Corporation; Exelon Corporation; FirstEnergy Corp.; FPL Group, Inc.; Great Plains Energy, Inc.; Hawaiian Electric Industries, Inc.; Integrys Energy Group, Inc.; NiSource Inc.; Northeast Utilities; NorthWestern Corporation; NSTAR; NV Energy, Inc. (f/k/a Sierra Pacific Resources); OGE Energy Corp.; Pepco Holdings, Inc.; PG&E Corporation; Pinnacle West Capital Corporation; PNM Resources, Inc.; PPL Corporation; Progress Energy, Inc.; Public Service Enterprise Group, Inc.; Puget Energy, Inc.; Southern Company; TECO Energy, Inc.; UIL Holdings Corporation; UniSource Energy Corporation; Vectren Corporation; Westar Energy, Inc.; Wisconsin Energy Corporation; XCEL Energy, Inc.

        For the reasons discussed above under "Performance Criteria for the 2007-2009 Performance Share Awards and Earned Awards for the 2007-2009 Performance Period," the number of utilities included in the peer group used for TSR comparisons is larger than the number included in the market survey utility peer group we use for purposes of setting base salary and short- and long-term incentive targets.

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        For the first and second years of the 2008-2010 period, our TSR was at the 82nd and 47th percentile, respectively, which resulted in awards on the TSR component being earned at 160% and 91% for the respective years, payment of which will be deferred until the end of the three-year period as discussed above. See the "Outstanding Equity Awards at 2009 Fiscal Year-End" table on page 40.

        With respect to the growth in earnings component for the 2008-2010 period, executives earn threshold payouts (equal to 25% of target award) for each year in the three-year period in which growth in GAAP-adjusted net earnings per share from operations equals 1%. Executives earn target payouts (equal to 100% of target award) for each year in which such growth equals 4%, and maximum payouts (equal to 175% of target award) for each year in which such growth equals or exceeds 7%. Payouts are scaled between 25% and 175% based on the actual growth in GAAP-adjusted net earnings per share from operations. No payouts will be earned for any year in which growth in GAAP-adjusted net earnings per share from operations is less than 1%, and no payouts will exceed 175% of target award.

        For the first and second years of the 2008-2010 period, our growth in GAAP-adjusted net earnings per share from operations was 7.7% and less than 1%, respectively, which resulted in awards on the earnings per share component being earned at 175% and 0% for the respective years, payment of which will be deferred until the end of the three-year period as discussed above. See the "Outstanding Equity Awards at 2009 Fiscal Year-End" table on page 40.

    Restricted Stock Component of the 2008-2010 Long-Term Equity Compensation Plan Grant

        The remaining twenty percent of the 2008-2010 Long-Term Equity Compensation Plan award was granted in the form of restricted stock. The grants were made on February 14, 2008, and were based on fair market value on the date of grant. The restricted stock is subject to a three-year vesting period which we believe aids in leadership retention. The restricted stock has voting rights prior to vesting, and the restricted stock award is also subject to forfeiture in the event of retirement or termination of employment in either case prior to the end of the vesting period, subject to exceptions for death, disability, or change in control. As previously mentioned, although restricted stock does not have the same risk of forfeiture for failure to meet performance thresholds associated with performance shares, it has no upside potential for payout above the target level.

        Information about the restricted stock awards granted for the 2008-2010 period is provided in the "Outstanding Equity Awards at 2009 Fiscal Year-End" table on page 40.

    2009-2011 Performance Share and Restricted Stock Unit Awards

        For the 2009-2011 period we granted awards under the Long-Term Equity Compensation Plan to each of the Named Executive Officers comprised of a combination of performance shares and restricted stock units. Performance shares represent 80% of the awards, consisting of one half to be earned based on our level of achieving TSR targets and the remaining one half to be earned based on our level of achieving EPS growth targets. The remaining 20% of the awards is in the form of restricted stock units. We transitioned from awards of restricted stock, which were granted for the first time in February 2008, to awards of restricted stock units, which were awarded for the first time in 2009, because we determined that, under certain circumstances, restricted stock awards could potentially cause immediate adverse tax consequences to certain participants. Performance measurement and award determination for the performance shares for the 2009-2011 cycle will also be made on an annual basis with payment of awards being deferred until after the end of the three-year period. The restricted stock units will vest at the end of the three-year period, if at all, and are not performance based.

    Components of 2009-2011 Performance Share Awards, Performance Criteria for the 2009-2011 Performance Share Awards and Earned Awards for the 2009 Performance Period

        The components of, the performance criteria for, and the TSR peer group of utilities utilized for the performance share awards for the 2009-2011 period are the same as those used for the 2008-2010 period as discussed above under "Components of 2008-2010 Performance Share Awards," and "Performance Criteria for the 2008-2010 Performance Share Awards and Earned Awards for the 2008 and 2009 Performance Periods."

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        For the first year of the 2009-2011 period, our TSR was at the 47th percentile, which resulted in an award on the TSR component being earned at 91%, payment of which will be deferred until the end of the three-year period as discussed above. See the "Outstanding Equity Awards at 2009 Fiscal Year-End" table on page 40.

        For the first year of the 2009-2011 period, our growth in GAAP-adjusted net earnings per share from operations was less than 1%, which resulted in no award on the earnings per share component. See the "Outstanding Equity Awards at 2009 Fiscal Year-End" table on page 40.

    Restricted Stock Unit Component of the 2009-2011 Long-Term Equity Compensation Plan Grant

        The 2009-2011 restricted stock unit awards were granted on February 19, 2009, and were based on fair market value on the date of grant. The restricted stock units are subject to a three-year vesting period which, as discussed above, we believe aids in leadership retention. The restricted stock units do not have voting rights prior to vesting, and the restricted stock unit award is also subject to forfeiture in the event of termination of employment prior to the end of the vesting period, subject to exceptions for retirement, death, disability, or change in control. As previously mentioned in connection with the restricted stock grant in 2008, although restricted stock units do not have the same risk of forfeiture for failure to meet performance thresholds associated with performance shares, they have no upside potential for payout above target level. Information about the restricted stock unit awards granted for the 2009 three-year period is provided in the "2009 Grants of Plan-Based Awards" table on page 39. See also the "Outstanding Equity Awards at 2009 Fiscal Year-End" table on page 40.

    2010 Compensation

        At its February 11, 2010 meeting, the Board, on recommendation of the Human Resources Committee, determined that our Named Executive Officers would not receive a salary increase. In addition, the Board, also on the recommendation of the Human Resources Committee, determined performance awards and criteria for both the Short-Term Incentive Plan and the 2010-2012 cycle of the Long-Term Equity Compensation Plan. Such awards and performance criteria do not differ materially from the 2009 awards.

    Retirement and Other Benefit Plans

        We currently sponsor the following retirement benefit plans:

    a tax qualified defined benefit retirement plan (the "Retirement Plan");

    a nonqualified defined benefit Supplemental Executive Retirement Plan (the "SERP") for our senior executive officers;

    a tax qualified defined contribution plan (the "401(k) Plan" also known as the "SCANA Stock Purchase Savings Plan"); and

    a nonqualified defined contribution Executive Deferred Compensation Plan (the "EDCP") for our senior executive officers.

        All employees who have met eligibility requirements may participate in the Retirement Plan and the 401(k) Plan.

        The SERP and the EDCP are designed to provide a benefit to senior executive officers who participate in the Retirement Plan or 401(k) Plan (our tax qualified retirement plans) and whose participation in those tax qualified plans at the same percentage of salary as all other employees is otherwise limited by government regulation. The SERP and EDCP participants are provided with the benefits to which they would have been entitled under the Retirement Plan or 401(k) Plan had their participation not been limited. At present, certain senior executive officers, including the Named Executive Officers, are participants in the SERP and/or EDCP. The SERP is described under the caption "Potential Payments Upon Termination or Change in Control — Retirement Benefits — Supplemental Executive Retirement Plan" on page 48 and the EDCP is described under the caption "2009 Nonqualified Deferred Compensation — Executive Deferred Compensation Plan" on page 43. We provide the SERP and EDCP benefits because they allow our senior executive officers the opportunity to defer the same percentage of their compensation as other employees. We also believe, based on market survey data, that these plans are necessary to make our senior executive officer retirement benefits competitive.

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        We also provide other benefits such as medical, dental, life and disability insurance, which are available to all of our employees. In addition, we provide certain of our executive officers with additional long-term disability insurance and retiree term life insurance.

    Termination, Severance and Change in Control Arrangements

        We have entered into arrangements with certain of our senior executive officers, including our Named Executive Officers, that provide for payments to them in the event of a change in control of our Company. These arrangements, including the triggering events for payments and possible payment amounts, are described under the caption "Potential Payments Upon Termination or Change in Control." We believe that these arrangements are not uncommon for executives at the level of our Named Executive Officers, including executives of the companies included in our compensation market survey information. We believe these arrangements are an important factor in attracting and retaining our senior executive officers by assuring them financial and employment status protections in the event control of our Company changes. We believe such assurances of financial and employment protections help free executives from personal concerns over their futures, and thereby, can help to align their interests more closely with those of shareholders in negotiating transactions that could result in a change in control.

    Perquisites

        We provide limited perquisites to senior executive officers as summarized below.

    Company Aircraft

        The Company owns two turboprop aircraft for the use of officers and managers in their travels to various operations throughout our service areas, as well as to meet with regulatory bodies, industry groups, financial groups, and to conduct other Company business. Our senior executive officers may use our aircraft for business purposes on a non-exclusive basis. Our aircraft may also be used from time to time to transport directors to and from meetings and committee meetings of the Board of Directors. Spouses or close family members of directors and senior executive officers occasionally accompany a director or senior executive officer on the aircraft when the director or executive officer is flying for our business purposes. On rare occasions, a senior executive officer may use our aircraft for personal use that is not in connection with a business purpose. We impute income to the executive for certain expenses related to such use.

        For purposes of determining total 2009 compensation, we valued the aggregate incremental cost of the personal use of our aircraft, if any, using a method that takes into account the variable expenses associated with operating the aircraft, which variable expenses are only incurred if the planes are flying. The following items are included in our aggregate incremental cost: aircraft fuel and oil expenses per hour of flight; maintenance, parts and external labor (inspections and repairs) per hour of flight; landing/parking/flight planning services expenses; crew travel expenses; and supplies and catering.

    Medical Examinations

        We provide each of our senior executive officers the opportunity to have a comprehensive annual medical examination from Duke University, the Medical University of South Carolina, or the physician of his or her choice. We believe this examination helps encourage health conscious senior executive officers, and helps in planning for any health related retirements or resignations.

    Security Systems

        We offer installation and provide monitoring of home security systems for our senior executive officers. Because we operate a nuclear facility and provide essential services to the public, we believe we have a duty to help assure uninterrupted and safe operations by protecting the safety and security of our senior executive officers. We provide such installation and monitoring at more than one home for some senior executive officers.

    Other Perquisites

        We provide a taxable allowance to our senior executive officers for financial counseling services, including tax preparation and estate planning services. We value this benefit based on the actual charges incurred. We also pay

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the initiation fees and monthly dues for club memberships for senior executive officers exclusively for business use. We sometimes invite spouses to accompany directors and senior executive officers to our quarterly Board meetings because we believe social gatherings of directors and senior executive officers in connection with these meetings increases collegiality.

    Accounting and Tax Treatment of Compensation and Other Compensation Discussion

    Deductibility of Executive Compensation

        Section 162(m) of the Internal Revenue Code establishes a limit on the tax deductibility of annual compensation in excess of $1,000,000 for certain senior executive officers, including the Named Executive Officers. Certain performance-based compensation approved by shareholders is not subject to the tax deduction limit. Our Long-Term Equity Compensation Plan is currently qualified so that most performance-based awards under that Plan constitute compensation that is not subject to Section 162(m). However, our Long-Term Equity Compensation Plan is required to be approved by our shareholders every five years to maintain this exemption from Section 162(m), which is the reason we are submitting the Long-Term Equity Compensation Plan for shareholder approval at the 2010 Annual Meeting. If our proposal to approve the Long-Term Equity Compensation Plan is not adopted by our shareholders at the 2010 Annual Meeting, we will no longer be able to claim the exception to the deductibility limit for awards granted under the Plan.

        Our Annual Short-Term Incentive Plan does not meet 162(m) tax deductibility requirements. To maintain flexibility in compensating senior executive officers in a manner designed to promote various corporate goals, the Human Resources Committee has not adopted a policy that all compensation must be tax deductible. Since Mr. Timmerman's salary was above the $1,000,000 threshold, we may not deduct a portion of his compensation for tax purposes. The Human Resources Committee considered these tax effects in connection with its deliberations on senior executive compensation.

    Accounting for Stock Based Compensation

        Beginning January 1, 2006, we began accounting for stock based compensation in accordance with the requirements of Statement of Financial Accounting Standards No. 123(R) (now codified as FASB ASC Topic 718). All stock based compensation awards, with the exception of the February 2008 restricted stock awards which are valued at fair market value, have been accounted for as liability awards.

    Financial Restatement

        Although we have never experienced such a situation, our Board of Directors' policy would be to consider on a case-by-case basis a retroactive adjustment to any cash or equity-based incentive compensation paid to our senior executive officers where payment was conditioned on achievement of certain financial results that were subsequently restated or otherwise adjusted in a manner that would reduce the size of a prior award or payment.

    Security Ownership Guidelines for Executive Officers

        At its February 2010 meeting, the Board established minimum stock ownership guidelines for senior executive officers with a title of Senior Vice President and above. The Board determined that the Chief Executive Officer will be required to hold a minimum of five times his or her annual base salary in the form of SCANA common stock and that all other senior executive officers will be required to hold a minimum of three times their annual base salary in the form of SCANA common stock. Current senior executive officers will have five years in which to acquire sufficient shares to meet the minimum stock ownership requirement. Any newly elected Chief Executive Officer or Senior Vice President will have a period of five years from election to meet the required minimum ownership requirement. Once a senior executive officer complies with the minimum ownership guidelines, compliance will not be jeopardized by fluctuations in the price of the Company's common stock so long as the senior executive officer has not sold shares of the Company's common stock which were included to meet the minimum ownership requirements. The Human Resources Committee of the Board will monitor compliance with the policy, and also has the authority to grant a temporary waiver of the minimum share ownership requirement upon demonstration by the senior executive officer that, due to a financial hardship or other good reason, he or she cannot meet the requirement. For purposes of meeting the applicable guidelines, the following will be considered SCANA common stock: (i) shares held directly; (ii) stock held in any defined contribution, employee stock

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ownership plan or other stock-based plan; (iii) performance shares/units under an incentive or base salary deferral plan; (iv) performance shares/units earned and/or deferred in any long-term incentive plan account; and (v) vested and unvested restricted stock and restricted stock unit awards. The Board directed that the Company institute appropriate policies and administrative processes to ensure the minimums are effectively monitored and communicated with annual reports to the Human Resources Committee.

        The following table sets forth direct and at-risk stock ownership by executives as of March 1, 2010:


 
 
Senior Staff Member
  Title
  Age(1)
  Years of
Service(1)

  Shares
Held
Directly(2)

  Deferred
Compensation
Shares
(401(k) &
EDCP)

  Accrued but
not vested
LTEP Grants
and Restricted
Stock Units(3)

  Total
Shares

 

 
 

W. B. Timmerman

  President and Chief Executive Officer     63     31     41,785     102,424     87,460     231,669  

 
 

J. E. Addison

  Senior Vice President and Chief Financial Officer     49     18     3,224     14,337     17,367     34,928  

 
 

G. J. Bullwinkel, Jr.

  Senior Vice President     61     39     5,902     68,542     20,559     95,003  

 
 

S. D. Burch

  Senior Vice President     52     18     1,904     14,215     7,782     23,901  

 
 

S. A. Byrne

  Executive Vice President     50     14     3,826     28,202     19,674     51,702  

 
 

P. V. Fant

  Senior Vice President     56     30     2,260     28,893     7,922     39,075  

 
 

R. T. Lindsay

  Senior Vice President and General Counsel     59     1     0     434     6,106     6,540  

 
 

K. B. Marsh

  Senior Vice President     54     25     11,489     21,545     30,771     63,805  

 
 

C. B. McFadden

  Senior Vice President     64     40     8,808     34,254     8,771     51,833  

 
 
(1)
Calculated as of February 16, 2010, on which date Mr. Lindsay had completed 11 months of service.

(2)
Includes restricted stock granted on February 14, 2008, but does not include shares held by close relatives, shares held in trust for others, and/or shares that are subject to options.

(3)
Includes Performance Shares and Restricted Stock Units.

Compensation Committee Report

        The Human Resources Committee has reviewed and discussed with management the "Compensation Discussion and Analysis" included in this proxy statement. Based on that review and discussion, the Human Resources Committee recommended to our Board of Directors that the "Compensation Discussion and Analysis" be included in our Annual Report on Form 10-K for the year ended December 31, 2009 for filing with the Securities and Exchange Commission and included in this proxy statement.

    Mr. G. Smedes York, Chairman
    Mr. James A. Bennett
    Mrs. Sharon A. Decker
    Mr. D. Maybank Hagood
    Mr. James M. Micali
    Ms. Lynne M. Miller
    Mr. James W. Roquemore
    Mr. Maceo K. Sloan
    Mr. Harold C. Stowe

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SUMMARY COMPENSATION TABLE

        The following table summarizes information about compensation paid or accrued during 2009, 2008 and 2007 to our Chief Executive Officer, our Chief Financial Officer and our three next most highly compensated executive officers during 2009. (As noted in the Compensation Discussion and Analysis, we refer to these persons as our Named Executive Officers.)

   

Name and Principal Position

    Year     Salary
($)(1)
    Bonus
($)(2)
    Stock
Awards
($)(3)
    Option
Awards
($)
    Non-Equity
Incentive Plan
Compensation
($)(4)
    Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)(5)
    All
Other
Compensation
($)(6)
    Total
($)
 

(a)

   

(b)

   

(c)

   

(d)

   

(e)

   

(f)

   

(g)

   

(h)

   

(i)

   

(j)

 

 

 

W. B. Timmerman,

    2009   $ 1,099,000       $ 2,748,816       $ 700,613   $ 370,997   $ 113,932   $ 5,033,358  
 

President and Chief

    2008   $ 1,094,985   $ 186,830   $ 3,047,611       $ 467,075   $ 334,694   $ 123,448   $ 5,254,643  
 

Executive Officer

    2007   $ 1,043,408   $ 177,956   $ 2,848,415       $ 444,890   $ 330,605   $ 121,481   $ 4,966,755  
   

J. E. Addison,

    2009   $ 412,500       $ 573,173       $ 185,625   $ 92,033   $ 61,004   $ 1,324,335  
 

Senior Vice President and

    2008   $ 385,048   $ 46,891   $ 577,730       $ 117,229   $ 43,676   $ 56,538   $ 1,227,112  
 

Chief Financial Officer

    2007   $ 303,846   $ 36,600   $ 456,448       $ 91,500   $ 41,300   $ 29,242   $ 958,936  
   

K. B. Marsh,

    2009   $ 580,000       $ 967,150       $ 282,750   $ 195,117   $ 83,084   $ 2,108,101  
 

Senior Vice President

    2008   $ 577,692   $ 75,400   $ 1,072,244       $ 188,500   $ 100,108   $ 55,229   $ 2,069,173  

    2007   $ 548,115   $ 71,500   $ 1,010,225       $ 178,750   $ 113,085   $ 53,730   $ 1,975,405  
   

G. J. Bullwinkel, Jr.,

    2009   $ 465,000       $ 646,149       $ 209,250   $ 201,060   $ 46,293   $ 1,567,752  
 

Senior Vice President

    2008   $ 463,462   $ 55,800   $ 716,373       $ 139,500   $ 150,445   $ 56,758   $ 1,582,338  

    2007   $ 443,462   $ 53,400   $ 665,991       $ 133,500   $ 159,343   $ 44,950   $ 1,500,646  
   

S. A. Byrne,

    2009   $ 445,000       $ 618,351       $ 200,250   $ 114,044   $ 56,684   $ 1,434,329  
 

Executive Vice President

    2008   $ 443,077   $ 53,400   $ 685,597       $ 133,500   $ 56,283   $ 43,470   $ 1,415,327  

    2007   $ 418,492   $ 50,400   $ 628,586       $ 126,000   $ 62,519   $ 42,093   $ 1,328,090  
   
(1)
No Named Executive Officers received base salary increases in 2009. The slight difference between 2008 and 2009 annual salaries as reflected in the Summary Compensation Table are a result of the full 2008 salary increase being earned in 2009 as opposed to the partial year increase earned in 2008.

(2)
Represents discretionary bonus awards, for 2008 and 2007, as permitted under the Short-Term Annual Incentive Plan. No discretionary bonus awards were granted for 2009.

(3)
The information in this column relates to performance share, restricted stock, and restricted stock unit awards (liability awards) under the Long-Term Equity Compensation Plan. This plan is discussed under " — Compensation Discussion and Analysis — Long-Term Equity Compensation Plan" on page 27. The amounts in this column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. The value of performance share awards is based on the probable outcome of performance conditions, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. For 2009, the maximum values of the performance shares, assuming the highest levels of performance, would be as follows: Mr. Timmerman $3,889,716; Mr. Addison $811,066; Mr. Marsh $1,368,567; Mr. Bullwinkel $914,341; and Mr. Byrne $875,019. The assumptions made in the valuation of stock awards are set forth in Note 3 to our audited financial statements for the year ended December 31, 2009, which are included in our Form 10-K for the year ended December 31, 2009, and this proxy statement.

(4)
Payouts under the Short-Term Annual Incentive Plans were based on our achieving our business objectives and our Named Executive Officers achieving their individual financial and strategic objectives, as discussed in further detail under " — Compensation Discussion and Analysis — Short-Term Annual Incentive Plan" on page 25.

(5)
The aggregate change in the actuarial present value of each Named Executive Officer's accumulated benefits under SCANA's Retirement Plan and Supplemental Executive Retirement Plan from the pension plan measurement date used for financial statement reporting purposes with respect to the audited financial statements for the prior completed fiscal year to the pension plan measurement date used for financial statement reporting purposes with respect to the audited financial statements for the covered fiscal year shown, determined using interest rate and mortality rate assumptions consistent with those used in our financial statements. These plans are discussed under " — Compensation Discussion and Analysis — Retirement and Other Benefit Plans" on page 33, " — Defined Benefit Retirement Plan" on page 42, " — Supplemental Executive Retirement Plan" on page 42, and " — Potential Payments Upon Termination or Change in Control — Retirement Benefits — Supplemental Executive Retirement Plan" on page 48.

(6)
All other compensation paid to each Named Executive Officer, including company contributions to the 401(k) Plan and the Executive Deferred Compensation Plan, imputed income for disability insurance and plane use, if any, tax reimbursements with respect to perquisites or other personal benefits, life insurance premiums on policies owned by Named Executive Officers, and perquisites that exceeded $10,000 in the aggregate for any Named Executive Officer. For 2009, the Company contributions to defined contribution plans were as follows:

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    Mr. Timmerman $105,174; Mr. Addison $34,504; Mr. Marsh $50,634; Mr. Bullwinkel $39,618; and Mr. Byrne $37,914. For 2009, tax reimbursements with respect to perquisites or other personal benefits were as follows: Mr. Addison $486; Mr. Bullwinkel $100; and Mr. Byrne $501. Perquisites exceeded $10,000 for each of Mr. Addison, Mr. Marsh and Mr. Byrne. Mr. Addison's All Other Compensation includes perquisites of $19,532 consisting of expenses related to the Company provided medical examination, financial planning services, maintenance and monitoring of a residential security system, and residential security system capital installation costs totaling $16,023. Mr. Marsh's All Other Compensation includes perquisites of $26,617 consisting of expenses related to the Company provided medical examination, maintenance and monitoring of a residential security system, and residential security system capital installation costs totaling $23,398. Mr. Byrne's All Other Compensation includes perquisites of $12,018 consisting of expenses for financial planning services, maintenance and monitoring of a residential security system, and residential security system capital installation costs totaling $10,038. Life insurance premiums on policies owned by the Named Executive Officers did not exceed $10,000 for any Named Executive Officer.

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2009 GRANTS OF PLAN-BASED AWARDS

        The following table sets forth information about each grant of an award made to a Named Executive Officer under our compensation plans during 2009.


 
 
 
   
  Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)
  Estimated Future Payouts
Under Equity Incentive Plan Awards(2)(4)

   
   
   
   
 
 
   
 
 
   
   
   
   
 
Name
  Grant
Date

  Threshold
($)

  Target
($)

  Maximum
($)

  Threshold
(#)

  Target
(#)

  Maximum
(#)

  All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)(3)(4)

  All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)

  Exercise
or Base
Price of
Option
Awards
($/Sh)

  Grant
Date
Fair
Value
of Stock
and
Option
Awards
($)(5)

 

(a)


 

(b)


 

(c)


 

(d)


 

(e)


 

(f)


 

(g)


 

(h)


 

(i)


 

(j)


 

(k)


 

(l)


 

 
 

W. B. Timmerman

    2-19-09   $ 467,075   $ 934,150   $ 1,401,225                                        

    2-19-09                       17,551     70,205     122,859                 $ 2,222,690  

    2-19-09                                         16,618           $ 526,126  
   

J. E. Addison

    2-19-09   $ 123,750   $ 247,500   $ 371,250                                        

    2-19-09                       3,660     14,639     25,618                 $ 463,471  

    2-19-09                                         3,465           $ 109,702  
   

K. B. Marsh

    2-19-09   $ 188,500   $ 377,000   $ 565,500                                        

    2-19-09                       6,175     24,701     43,227                 $ 782,034  

    2-19-09                                         5,847           $ 185,116  
   

G. J. Bullwinkel, Jr.

    2-19-09   $ 139,500   $ 279,000   $ 418,500                                        

    2-19-09                       4,126     16,503     28,880                 $ 522,485  

    2-19-09                                         3,906           $ 123,664  
   

S. A. Byrne

    2-19-09   $ 133,500   $ 267,000   $ 400,500                                        

    2-19-09                       3,948     15,793     27,638                 $ 500,006  

    2-19-09                                         3,738           $ 118,345  
   
(1)
The amounts in columns (c), (d) and (e) represent the threshold, target and maximum awards that could have been paid under the 2009 Short-Term Annual Incentive Plan if performance criteria were met. Target awards were based 50% on our achieving earnings per share objectives and 50% on achieving business and individual performance objectives. For 2009, our earnings per share were $2.85, and all of the Named Executive Officers met all of their individual strategic objectives. Accordingly, there was a 50% payout on the earnings per share half of the award, and a 100% payout on the individual strategic objectives half of the award, for a total payout of 75% of the target award. The 2009 amounts shown in column (g) of the Summary Compensation Table, therefore, reflect a 75% payout of column (d) above. A discussion of the 2009 Short-Term Annual Incentive Plan is included under " — Compensation Discussion and Analysis — Short-Term Annual Incentive Plan" on page 25.

(2)
Represents total potential future payouts of the 2009-2011 performance share awards under the Long-Term Equity Compensation Plan. Payout of performance share awards at the end of the 2009-2011 Plan period will be dictated by our performance against pre-determined measures of TSR and growth in GAAP-adjusted net earnings per share from operations for each year of the three-year period. Awards for the 2009 performance period have been earned at 91% of target for the TSR portion, but, because growth in GAAP adjusted net earnings per share from operations was less than 1%, no EPS award was earned for the period. The earned TSR portion of the 2009-2011 performance share awards will not vest until the end of the 2009-2011 cycle.

(3)
Represents restricted stock unit awards. Restricted stock unit awards are time based and vest after three years if the Named Executive Officer is still employed by us at that date, subject to exceptions for retirement, death, disability, or a change in control.

(4)
A discussion of the components of the performance share and restricted stock unit awards is included under " — Compensation Discussion and Analysis — Long-Term Equity Compensation Plan — Components of 2009-2011 Performance Share Awards, Performance Criteria for the 2009-2011 Performance Share Awards and Earned Awards for the 2009 Performance Period" and " — Restricted Stock Unit Component of 2009-2011 Long-Term Equity Compensation Plan Grant" beginning on page 32.

(5)
The grant date fair value of restricted stock unit awards is computed in accordance with FAS123R. The grant date fair value of performance share awards is based on the probable outcome of the performance conditions, consistent with the estimate of aggregate compensation cost to be recognized over the performance period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures.

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Table of Contents


OUTSTANDING EQUITY AWARDS AT 2009 FISCAL YEAR-END

        The following table sets forth certain information regarding equity incentive plan awards for each Named Executive Officer outstanding as of December 31, 2009.


 

          Stock Awards  

         
 
 

Name

    Date of
Grant
    Number of
Shares or Units
of Stock That
Have Not
Vested
(#)(1)
    Market Value of
Shares or Units of
Stock That Have
Not Vested
($)(2)
    Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have
Not Vested
(#)(3)(4)
    Equity
Incentive Plan
Awards: Market
or Payout Value of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
($)(2)(4)
 

(a)

         

(g)

   

(h)

   

(i)

   

(j)

 


 

W. B. Timmerman

    2-19-09     10,648   $ 401,217     29,252   $ 1,102,215  

    2-19-09     16,618   $ 626,166              

    2-14-08     45,859   $ 1,727,967     13,456   $ 507,022  

    2-14-08     17,006   $ 640,786              


 

J. E. Addison

    2-19-09     2,220   $ 83,650     6,100   $ 229,848  

    2-19-09     3,465   $ 130,561              

    2-14-08     8,693   $ 327,552     2,551   $ 96,122  

    2-14-08     3,224   $ 121,480              


 

K. B. Marsh

    2-19-09     3,746   $ 141,149     10,292   $ 387,803  

    2-19-09     5,847   $ 220,315              

    2-14-08     16,135   $ 607,967     4,735   $ 178,415  

    2-14-08     5,983   $ 225,439              


 

G. J. Bullwinkel, Jr.

    2-19-09     2,503   $ 94,313     6,878   $ 259,163  

    2-19-09     3,906   $ 147,178              

    2-14-08     10,780   $ 406,190     3,164   $ 119,220  

    2-14-08     3,997   $ 150,607              


 

S. A. Byrne

    2-19-09     2,395   $ 90,244     6,581   $ 247,972  

    2-19-09     3,738   $ 140,848              

    2-14-08     10,316   $ 388,707     3,028   $ 114,095  

    2-14-08     3,826   $ 144,164              


 
(1)
The awards granted on February 19, 2009 represent performance shares and restricted stock units awarded under the 2009-2011 performance cycle of the Long-Term Equity Compensation Plan that have been earned, but have not vested. The TSR portion of the performance awards for the first year of the 2009-2011 performance cycle were earned based on our achieving a TSR at the 47th percentile; however, because our growth in GAAP-adjusted net earnings per share from operations was less than 1%, no award was earned on the EPS portion of the awards. The performance share and restricted stock unit awards will vest on December 31, 2011, if the Named Executive Officer is still employed by us at that date, subject to exceptions for retirement, death, disability, or change in control.

The awards granted on February 14, 2008 represent performance shares and restricted stock awarded under the 2008-2010 performance cycle of the Long-Term Equity Compensation Plan that have been earned, but have not vested. The first two years of the 2008-2010 performance awards were earned based on achieving TSR at the 82nd and 47th percentiles, respectively, and growth in GAAP-adjusted net earnings per share from operations of 7.7% and less than 1%, respectively, and such shares will vest on December 31, 2010 if the Named Executive Officer is still employed by us at that date, subject to exceptions for retirement, death, disability, or change in control. The restricted stock award will vest on December 31, 2010, if the Named Executive Officer is still employed by us at that date, subject to exceptions for death, disability, or change in control.

(2)
The market value of these awards is based on the closing market price of our common stock on the New York Stock Exchange on December 31, 2009 of $37.68.

(3)
The awards granted on February 19, 2009 represent performance shares remaining in the 2009-2011 performance cycle that have not been earned. Assuming the performance criteria are met and the reported payout levels are sustained, these performance shares will vest on December 31, 2011, subject to exceptions for retirement, death, disability, or change in control.

The awards granted February 14, 2008 represent performance shares remaining in the 2008-2010 performance cycle that have not been earned. Assuming the performance criteria are met and the reported payout levels are sustained, these shares will vest on December 31, 2010, subject to exceptions for retirement, death, disability, or change in control.

(4)
For each of the 2010 and 2011 periods remaining in the 2009-2011 awards, performance shares tracking against TSR (50% of award) are projected to result in a less than target payout. Therefore, the number of shares and payout value shown in columns (i) and (j) are based on the target performance measure for these 2010 and 2011 TSR portions of the shares. Performance shares tracking against growth in GAAP-adjusted net earnings per share from operations (50% of award) for the 2010 and 2011 periods remaining in the 2009-2011 awards are projected to result in less than threshold payout. Therefore, the number of shares and payout value shown in columns (i) and (j) are based on the threshold performance measure for these 2010 and 2011 growth in GAAP-adjusted net earnings per share from operations portions of the shares.

For the 2010 period remaining in the 2008-2010 awards, performance shares tracking against TSR (50% of award) are projected to result in a less than target payout. Therefore, the number of shares and payout value shown in columns (i) and (j) are based on the target performance measure for the 2010 TSR portions of the shares. Performance shares tracking against growth in GAAP-adjusted net earnings per share from operations (50% of award) for the 2010 period remaining in the 2008-2010 awards are projected to result in less than a threshold payout. Therefore, the number of shares and payout value shown in columns (i) and (j) are based on the threshold performance measure for the 2010 growth in GAAP-adjusted net earnings per share from operations portions of the shares.

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Table of Contents


2009 OPTION EXERCISES AND STOCK VESTED

        The following table sets forth information about exercises of stock options and stock awards that vested for each Named Executive Officer during 2009. No stock options were exercised during 2009.


 

    Option Awards     Stock Awards  

   

 

Name

    Number of Shares Acquired on Exercise (#)     Value Realized on Exercise ($)     Number of Shares Acquired on Vesting (#)(1)     Value Realized on Vesting ($)(1)  

(a)

   

(b)

   

(c)

   

(d)

   

(e)

 


 

W. B. Timmerman

            75,067   $ 2,828,525  


 

J. E. Addison

            12,029   $ 453,253  


 

K. B. Marsh

            26,622   $ 1,003,117  


 

G. J. Bullwinkel, Jr.

            17,551   $ 661,322  


 

S. A. Byrne

            16,566   $ 624,207  


 

                         
(1)
Represents the portion of the 2007-2009 Performance Share Awards that vested at the end of 2009 based on our achieving the earnings per share component between threshold and target and the TSR component at slightly above target. Dollar amounts in column (e) are calculated by multiplying the number of shares shown in column (d) by the closing price of SCANA common stock on the vesting date. In addition to the amounts above, each Named Executive Officer also received dividend equivalents on the shares listed above. These awards were paid in cash in 2010.

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Table of Contents


PENSION BENEFITS

        The following table sets forth certain information relating to our Retirement Plan and Supplemental Executive Retirement Plan.

   

Name

    Plan Name     Number of
Years
Credited
Service
(#)(1)
    Present
Value of
Accumulated
Benefit
($)(1)(2)
    Payments
During
Last
Fiscal
Year($)
 

(a)

   

(b)

   

(c)

   

(d)

   

(e)

 
   

W. B. Timmerman

    SCANA Retirement Plan     31   $ 992,907   $ 0  

    SCANA Supplemental Executive Retirement Plan     31   $ 2,926,443   $ 0  
   

J. E. Addison

    SCANA Retirement Plan     18   $ 214,015   $ 0  

    SCANA Supplemental Executive Retirement Plan     18   $ 159,997   $ 0  
   

K. B. Marsh

    SCANA Retirement Plan     25   $ 575,489   $ 0  

    SCANA Supplemental Executive Retirement Plan     25   $ 626,462   $ 0  
   

G. J. Bullwinkel, Jr.

    SCANA Retirement Plan     38   $ 1,307,198   $ 0  

    SCANA Supplemental Executive Retirement Plan     38   $ 926,604   $ 0  
   

S. A. Byrne

    SCANA Retirement Plan     14   $ 191,075   $ 0  

    SCANA Supplemental Executive Retirement Plan     14   $ 326,616   $ 0  
   
(1)
Computed as of December 31, 2009, the plan measurement date used for financial statement reporting purposes.

(2)
Present value calculation determined using current account balances for each Named Executive Officer as of December 31, 2009, based on assumed retirement at normal retirement age (specified as age 65) and other assumptions as to valuation method, interest rate, discount rate and other material factors as set forth in Note 3 to our audited financial statements for the year ended December 31, 2009, which are included in our Form 10-K for the year ended December 31, 2009, and with this Proxy Statement.

        The SCANA Retirement Plan is a tax qualified defined benefit plan and the Supplemental Executive Retirement Plan is a nonqualified deferred compensation plan. Effective January 1, 2009, the Plans provide for full vesting after three years of service or after reaching age 65. All Named Executive Officers are fully vested in both Plans.

Defined Benefit Retirement Plan

        The SCANA Retirement Plan (the "Retirement Plan") is a tax qualified defined benefit retirement plan. The plan uses a mandatory cash balance benefit formula for employees hired on or after January 1, 2000. Effective July 1, 2000, SCANA employees hired prior to January 1, 2000 were given the choice of remaining under the Retirement Plan's final average pay formula or switching to the cash balance formula. All the Named Executive Officers participate under the cash balance formula of the Retirement Plan.

        The cash balance formula is expressed in the form of a hypothetical account balance. Account balances are increased monthly by interest and compensation credits. The interest rate used for accumulating account balances is determined annually using a blended rate based on 30-year Treasury securities and the applicable segment rates determined under Internal Revenue Code Section 417(c)(3)(D) calculated using the rates for December of the previous calendar year. Compensation credits equal 5% of compensation up to the Social Security wage base and 10% of compensation in excess of the Social Security wage base.

Supplemental Executive Retirement Plan

        In addition to our Retirement Plan for all employees, we provide a Supplemental Executive Retirement Plan (the "SERP") for certain eligible employees, including the Named Executive Officers. The SERP is an unfunded plan that provides for benefit payments in addition to benefits payable under the qualified Retirement Plan in order to replace benefits lost in the Retirement Plan because of Internal Revenue Code maximum benefit limitations. The SERP is discussed under the caption " — Potential Payments Upon Termination or Change in Control — Retirement Benefits" on page 48, and under the caption " — Compensation Discussion and Analysis — Retirement and Other Benefit Plans" on page 33.

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2009 NONQUALIFIED DEFERRED COMPENSATION

        The following table sets forth information with respect to the Executive Deferred Compensation Plan:


 
 
Name
  Executive
Contributions
in Last FY
($)(1)

  Registrant
Contributions
in Last FY
($)(1)

  Aggregate
Earnings in
Last FY
($)(1)

  Aggregate
Withdrawals/
Distributions
($)

  Aggregate
Balance at
Last FYE
($)(1)

 

(a)


 

(b)


 

(c)


 

(d)


 

(e)


 

(f)


 

 
 

W. B. Timmerman

  $ 90,474   $ 90,474   $ 290,343   $ 0   $ 3,468,352  
   

J. E. Addison

  $ 19,897   $ 19,897   $ 33,657   $ 117,893   $ 322,870  
   

K. B. Marsh

  $ 35,934   $ 35,934   $ (24,113 ) $ 14,149   $ 911,269  
   

G. J. Bullwinkel, Jr.

  $ 24,918   $ 24,918   $ 152,864   $ 0   $ 1,661,858  
   

S. A. Byrne

  $ 23,214   $ 23,214   $ 57,554   $ 0   $ 624,911  
   
(1)
The amounts reported in columns (b) and (c) are reflected in columns (c) and (i), respectively, of the Summary Compensation Table. No amounts in column (d) are reported, or have been previously reported, in the Summary Compensation Table as there were no above market or preferential earnings credited to any Named Executive Officer's account. The amounts reported in column (f) consisting of Named Executive Officer and Company contributions were previously reported in columns (c) and (i), respectively, of the 2008 and 2007 Summary Compensation Tables in the following amounts: Mr. Timmerman, $180,714 for 2008, $171,810 for 2007; Mr. Addison $34,303 for 2008, $23,406 for 2007; Mr. Marsh $97,033 for 2008, $67,922 for 2007; Mr. Bullwinkel $51,378 for 2008, $48,477 for 2007; and Mr. Byrne $47,591 for 2008, $44,187 for 2007. For prior years, amounts would have been included in the Summary Compensation Table when required by the rules of the Securities and Exchange Commission.

Executive Deferred Compensation Plan

        The Executive Deferred Compensation Plan (the "EDCP") is a nonqualified deferred compensation plan in which our senior executive officers, including Named Executive Officers, may participate if they choose to do so. Each participant may elect to defer up to 25% of that part of his or her eligible earnings (as defined in SCANA Corporation Stock Purchase Savings Plan, our 401(k) plan), that exceeds the limitation on compensation otherwise required under Internal Revenue Code Section 401(a)(17), without regard to any deferrals or the foregoing of compensation. For 2009, participants could defer eligible earnings in excess of $245,000. In addition, a participant may elect to defer up to 100% of any performance share award for the year under our Long-Term Equity Compensation Plan. We match the amount of compensation deferred by each participant up to 6% of the participant's eligible earnings (excluding performance share awards) in excess of the Internal Revenue Code Section 401(a)(17) limit.

        We record the amount of each participant's deferred compensation and the amount we match in a ledger account and credit a rate of return to each participant's ledger account based on hypothetical investment alternatives chosen by the participant. The committee that administers the EDCP designates various hypothetical investment alternatives from which the participants may choose. Using the results of the hypothetical investment alternatives chosen, we credit each participant's ledger account with the amount it would have earned if the account amount had been invested in that alternative. If the chosen hypothetical investment alternative loses money, the participant's ledger account is reduced by the corresponding amount. All amounts credited to a participant's ledger accounts continue to be credited or reduced pursuant to the chosen investment alternatives until such amounts are paid in full to the participant or his or her beneficiary. No actual investments are made. The investment alternatives are only used to generate a rate of increase (or decrease) in the ledger accounts, and amounts paid to participants are solely our obligation. In connection with this Plan, the Board has established a grantor trust (known as the "SCANA Corporation Executive Benefit Plan Trust") for the purpose of accumulating funds to satisfy the obligations we incur under the EDCP. At any time prior to a change in control we may transfer assets to the trust to satisfy all or part of our obligations under the EDCP. Notwithstanding the establishment of the trust, the right of participants to receive future payments is an unsecured claim against us. The trust has been partially funded with respect to ongoing deferrals and Company matching funds since October 2001.

        In 2009, the Named Executive Officers' ledger accounts were credited with earnings (or losses) based on the following hypothetical investment alternatives and rates of returns:

    Merrill Lynch Retirement Preservation Trust (+1.66%); PIMCO Total Return (+13.58%); Dodge & Cox Common Stock (+31.27%); American Century Inc. & Growth Adv. (+17.58%); INVESCO 500 Index Trust (+26.55%);

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    American Funds Growth Fund of America (+34.91%); T. Rowe Price Mid Cap Value (+46.68%); Managers AMG TimesSquare Mid Cap Growth Fund (+37.02%); RS Partners (+43.67%); Vanguard Explorer (+36.45%); American Funds Europacific Growth (+39.10%); SCANA Corporation Stock (+12.27%); Vanguard Target Retirement Income (+14.28%); Vanguard Target Retirement 2005 (+16.16%); Vanguard Target Retirement 2015 (+21.30%); Vanguard Target Retirement 2025 (+24.81%); Vanguard Target Retirement 2035 (+28.17%); Vanguard Target Retirement 2045 (+28.15%).

        The measures for calculating interest or other plan earnings are based on the investments chosen by the manager of each investment vehicle, except the SCANA Corporation Stock, the earnings of which are based on the value of our common stock.

        The hypothetical investment alternatives may be changed at any time on a prospective basis by the participants in accordance with the telephone, electronic, and written procedures and forms adopted by the Committee for use by all participants on a consistent basis.

        Participants may elect the deferral period for each separate deferral made under the Plan. Participants may elect to defer payment of eligible earnings or performance share awards until their termination of employment or until a date certain prior to termination of employment. Any post-2004 deferrals and hypothetical earnings thereon must be payable at the same date certain if the date certain payment alternative is chosen. In accordance with procedures established by the Committee, with respect to any deferrals to a date certain, a participant may request that the Committee approve an additional deferral period of at least 60 months as to any post-2004 deferrals and hypothetical earnings thereon, or at least 12 months as to any pre-2005 deferrals and hypothetical earnings thereon. The request must be made at least 12 months before the expiration of the date certain deferral period for which an additional deferral period is being sought. Notwithstanding a participant's election of a date certain deferral period or any modification thereof as discussed above, deferred amounts will be paid, or begin to be paid as soon as practicable after the earliest to occur of participant's death, termination of employment, or, with respect to pre-2005 deferrals and hypothetical earnings thereon, disability. "Termination of employment" is defined by the EDCP as any termination of the participant's employment relationship with us and any of our affiliates, and, with respect to post-2004 deferrals and hypothetical earnings thereon, the participant's separation from service from us and our affiliates as determined under Internal Revenue Code section 409A and the guidelines issued thereunder.

        Participants also elect the manner in which their deferrals and hypothetical earnings thereon will be paid. For amounts earned and vested after January 1, 2005, distribution and withdrawal elections are subject to Internal Revenue Code Section 409A. All amounts payable at a date certain prior to participant's termination of employment, death, or, with respect to pre-2005 deferrals and hypothetical earnings thereon, disability, must be paid in the form of a single cash payment. Payments made after termination of employment, death, or, with respect to pre-2005 deferrals and hypothetical earnings thereon, disability, will also be paid in the form of a single cash payment. Instead of a single cash payment, a participant may, however, elect to have all amounts payable as a result of termination of employment after attainment of age 55, death while employed and after attainment of age 55, or, with respect to pre-2005 deferrals and hypothetical earnings thereon, termination of employment due to disability, paid in the form of annual installments over a period not to exceed five years with respect to post-2004 deferrals and hypothetical earnings thereon or 15 years with respect to pre-2005 deferrals and hypothetical earnings thereon.

        Payments as a result of a separation from service of post-2004 deferrals and hypothetical earnings thereon to persons who are "specified employees" under our procedures adopted in accordance with Internal Revenue Code Section 409A and guidance thereunder (certain officers and executive officers) must be deferred until the earlier of (i) the first day of the seventh month following the participant's separation from service or (ii) the date of the participant's death.

        A participant may request and receive, with the approval of the Committee, an acceleration of the payment of some or all of the participant's ledger account due to severe financial hardship as the result of certain extraordinary and unforeseeable circumstances arising as a result of events beyond the individual's control. With respect to pre-2005 deferrals and hypothetical earnings thereon, a participant may also obtain a single lump sum payment of this ledger account on an accelerated basis by forfeiting 10% of the amount accelerated or by making the election, not less than 12 months prior to the date on which the accelerated payment is to be made, to accelerate the payment to a date not less than 12 months before the payment otherwise would be made. Additionally, the Plan provides for the acceleration of payments following a change in control of our Company. The change in control

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provisions are discussed under " — Potential Payments Upon Termination or Change in Control — Change in Control Arrangements."

Potential Payments Upon Termination or Change in Control

    Change in Control Arrangements

        Effective December 31, 2009, we terminated the SCANA Corporation Key Executive Severance Benefits Plan, which provided for payment of benefits immediately upon a change in control unless the Plan was terminated prior to the change in control. Also as of December 31, 2009, we amended our change in control benefits to eliminate excise tax gross ups.

    Triggering Events for Payments under the Supplementary Key Executive Severance Benefits Plan

        The SCANA Corporation Supplementary Key Executive Severance Benefits Plan (the "Supplementary Severance Plan") provides for payments to our senior executive officers in connection with a change in control of our Company. The Supplementary Severance Plan provides for payment of benefits if, within 24 months after a change in control, we terminate a senior executive officer's employment without just cause or if the senior executive officer terminates his or her employment for good reason.

        Our Supplementary Severance Plan is intended to advance the interests of our Company by providing highly qualified 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 changes in control. We believe 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 change in control situations. We also believe that compensation plans of this type aid the Company in attracting and retaining the highly qualified professionals who are essential to our success. The structure of the Plan, and the benefits which might be paid in the event of a change in control, are reviewed as part of the Human Resources Committee's annual review of tally sheets for each senior executive officer. The Human Resources Committee has reviewed the structure of the Plan and the overall compensation that might be due pursuant to those plans as part of its discussions of plan amendments adopted in 2009.

        The Plan provides that a "change in control" will be deemed to occur under the following circumstances:

    if any person or entity becomes the beneficial owner, directly or indirectly, of 25% or more of the combined voting power of the outstanding shares of our common stock;

    if, during a consecutive two-year period, a majority of our directors cease to be individuals who either (i) were directors on the Board at the beginning of such period, or (ii) became directors after the beginning of such period but whose election by the Board, or nomination for election by our shareholders, was approved by at least two-thirds of the directors then still in office who either were directors at the beginning of such period, or whose election or nomination for election was previously so approved;

    if (i) we consummate a merger or consolidation of our Company with another corporation (except a merger or consolidation in which our outstanding voting shares prior to such transaction continue to represent at least 80% of the combined voting power of the surviving entity's outstanding voting shares after such transaction), or (ii) our shareholders approve a plan of complete liquidation of our Company, or an agreement to sell or dispose of all or substantially all of our assets; or

    if we consummate the sale of the stock of, or our shareholders approve a plan of complete liquidation of, or an agreement for the sale or disposition of substantially all of the assets of South Carolina Electric & Gas Company, Carolina Gas Transmission Corporation (f/k/a South Carolina Pipeline Corporation) or any of our other subsidiaries that the Board designates to be a material subsidiary. This last provision would constitute a change in control only with respect to participants exclusively assigned to the affected subsidiary.

        As noted above, benefits under the Supplementary Severance Plan would be triggered if, within 24 months after a change in control, we terminated the senior executive officer's employment without just cause or if the senior

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executive officer terminated his or her employment for good reason. Under the plan, we would be deemed to have "just cause" for terminating the employment of a senior executive officer if he or she:

    willfully and continually failed to substantially perform his or her duties after we made demand for substantial performance;

    willfully engaged in conduct that is demonstrably and materially injurious to us; or

    were convicted of a felony or certain misdemeanors.

        A senior executive officer would be deemed to have "good reason" for terminating his or her employment if, after a change in control, without his or her consent, any one or more of the following occurred:

    a material diminution in his or her base salary;

    a material diminution in his or her authority, duties, or responsibilities;

    a material diminution in the authority, duties, or responsibilities of the supervisor to whom he or she is required to report, including a requirement that he or she report to one of our officers or employees instead of reporting directly to the Board;

    a material diminution in the budget over which he or she retains authority;

    a material change in the geographic location at which he or she must perform services; or

    any other action or inaction that constitutes a material breach by us of the agreement under which he or she provides services.

    Potential Benefits Payable

        The benefits we would be required to pay our senior executive officers under the Supplementary Severance Plan immediately upon the occurrence of a triggering event subsequent to a change in control are as follows:

    an amount intended to approximate 2.5 times the sum of: (i) his or her annual base salary (before reduction for certain pre-tax deferrals) in effect as of the change in control, plus (ii) his or her full targeted annual incentive opportunity in effect as of the change in control;

    an amount equal to the participant's full targeted annual incentive opportunity in effect under each existing annual incentive plan or program for the year in which the change in control occurs;

    if the participant's benefit under the SERP is determined using the final average pay formula under the Retirement Plan, an amount equal to the present lump sum value of the actuarial equivalent of his or her accrued benefit under the Retirement Plan and the SERP through the date of the change in control, calculated as though he or she had attained age 65 and completed 35 years of benefit service as of the date of the change in control, and as if his or her final average earnings under the Retirement Plan equaled the amount determined after applying cost-of-living increases to his or her annual base salary from the date of the change in control until the date he or she would reach age 65, and without regard to any early retirement or other actuarial reductions otherwise provided in any such plan (this benefit will be offset by the actuarial equivalent of the participant's benefit provided by the Retirement Plan and the Participant's benefit under the SERP);

    if the participant's benefit under the SERP is determined using the cash balance formula under the Retirement Plan, an amount equal to the present value as of the date of the change in control of his or her accrued benefit, if any, under our SERP, determined prior to any offset for amounts payable under the Retirement Plan, increased by the present value of the additional projected pay credits and periodic interest credits that would otherwise accrue under the plan (based on the plan's actuarial assumptions) assuming that he or she remained employed until reaching age 65, and reduced by his or her cash balance account under the Retirement Plan, and further reduced by an amount equal to his or her benefit under the SERP;

    an amount equal to the value of all amounts credited to each participant's EDCP ledger account as of the date of the change in control, plus interest on the benefits payable under the EDCP at a rate equal to the sum of the prime interest rate as published in the Wall Street Journal on the most recent publication date prior to the date of the change in control plus 3%, calculated through the end of the month preceding the

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      month in which the benefits are distributed, reduced by the value of his or her benefit under the EDCP as of the date of the change in control; and

    an amount equal to the projected cost for medical, long-term disability and certain life insurance coverage for three years following the change in control as though he or she had continued to be our employee.

        In addition to the benefits above (unless their agreements with us provide otherwise), our senior executive officers would also be entitled to benefits under our other plans in which they participate as follows:

    a benefit distribution under the Long-Term Equity Compensation Plan equal to 100% of the target performance share award for all performance periods not completed as of the date of the change in control, if any;

    any amounts previously earned, but not yet paid, under the terms of any of our other plans or programs; and

    under the Long-Term Equity Compensation Plan and related agreements, all nonqualified stock options awarded and non-vested target performance shares would become immediately exercisable or vested and remain exercisable throughout their original term or, in the case of performance shares, vested and payable within 30 days of the change in control.

    Calculation of Benefits Potentially Payable to our Named Executive Officers if a Triggering Event had Occurred as of December 31, 2009

        If (i) we had been subject to a change in control in the past 24 months, and (ii) as of December 31, 2009, either we had terminated the employment of any of our Named Executive Officers without just cause or they had terminated their employment for good reason, such terminated Named Executive Officer would have been immediately entitled to all of the benefits outlined below, together with interest, calculated as outlined above under " — Potential Benefits Payable," on his EDCP account balance. The actual amount of any such additional interest payment would depend upon the date the change in control occurred.

        Mr. Timmerman would have been entitled to the following: an amount equal to 2.5 times his 2009 base salary and target short-term incentive award — $5,082,875; an amount equal to the excess payable under the SERP as calculated under the assumptions described above — $362,296; an amount equal to insurance continuation benefits for three years — $52,428; an amount equal to the difference between target and actual annual incentive award under the Short-Term Annual Incentive Plan — $233,538; an amount equal to the value of 100% of his target performance shares under the Long-Term Equity Compensation Plan for all performance periods not completed — $5,079,076; and an amount equal to the value of 100% of his restricted stock and restricted stock units under the Long-Term Equity Compensation Plan — $1,266,952. The total value of these change in control benefits would have been $12,077,165. In addition, Mr. Timmerman would have been paid amounts previously earned, but not yet paid, as follows: 2009 actual short-term annual incentive award — $700,613; 2009 actual long-term equity award — $3,239,892; EDCP account balance — $3,468,352; SERP and Retirement Plan account balances — $3,973,183; vacation accrual — $63,404; as well as his 401(k) Plan account balance.

        Mr. Addison would have been entitled to the following: an amount equal to 2.5 times his 2009 base salary and target short-term incentive award — $1,650,000; an amount equal to the excess payable under the SERP as calculated under the assumptions described above — $752,039; an amount equal to insurance continuation benefits for three years — $64,053; an amount equal to the difference between target and actual annual incentive award under the Short-Term Annual Incentive Plan — $61,875; an amount equal to the value of 100% of his target performance shares under the Long-Term Equity Compensation Plan for all performance periods not completed — $1,012,951; and an amount equal to the value of 100% of his restricted stock and restricted stock units under the Long-Term Equity Compensation Plan — $252,042. The total value of these change in control benefits would have been $3,792,960. In addition, Mr. Addison would have been paid amounts previously earned, but not yet paid, as follows: 2009 actual short-term annual incentive award — $185,625; 2009 actual long-term equity award — $519,172; EDCP account balance — $322,870; SERP and Retirement Plan account balances — $418,628; vacation accrual — $9,916; as well as his 401(k) Plan account balance.

        Mr. Marsh would have been entitled to the following: an amount equal to 2.5 times his 2009 base salary and target short-term incentive award — $2,392,500; an amount equal to the excess payable under the SERP as

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calculated under the assumptions described above — $817,290; an amount equal to insurance continuation benefits for three years — $49,119; an amount equal to the difference between target and actual annual incentive award under the Short-Term Annual Incentive Plan — $94,250; an amount equal to the value of 100% of his target performance shares under the Long-Term Equity Compensation Plan for all performance periods not completed — $1,787,012; and an amount equal to the value of 100% of his restricted stock and restricted stock units under the Long-Term Equity Compensation Plan — $445,754. The total value of these change in control benefits would have been $5,585,925. In addition, Mr. Marsh would have been paid amounts previously earned, but not yet paid, as follows: 2009 actual short-term annual incentive award — $282,750; 2009 actual long-term equity award — $1,149,006; EDCP account balance — $911,269; SERP and Retirement Plan account balances — $1,297,526; vacation accrual — $279; as well as his 401(k) Plan account balance.

        Mr. Bullwinkel would have been entitled to the following: an amount equal to 2.5 times his 2009 base salary and target short-term incentive award — $1,860,000; an amount equal to the excess payable under the SERP as calculated under the assumptions described above — $240,796; an amount equal to insurance continuation benefits for three years — $52,386; an amount equal to the difference between target and actual annual incentive award under the Short-Term Annual Incentive Plan — $69,750; an amount equal to the value of 100% of his target performance shares under the Long-Term Equity Compensation Plan for all performance periods not completed — $1,193,928; and an amount equal to the value of 100% of his restricted stock and restricted stock units under the Long-Term Equity Compensation Plan — $297,785. The total value of these change in control benefits would have been $3,714,645. In addition, Mr. Bullwinkel would have been paid amounts previously earned, but not yet paid, as follows: 2009 actual short-term annual incentive award — $209,250; 2009 actual long-term equity award — $757,501; EDCP account balance — $1,661,858; SERP and Retirement Plan account balances — $2,294,226; vacation accrual — $30,404; as well as his 401(k) Plan account balance.

        Mr. Byrne would have been entitled to the following: an amount equal to 2.5 times his 2009 base salary and target short-term incentive award — $1,780,000; an amount equal to the excess payable under the SERP as calculated under the assumptions described above — $782,388; an amount equal to insurance continuation benefits for three years — $64,779; an amount equal to the difference between target and actual annual incentive award under the Short-Term Annual Incentive Plan — $66,750; an amount equal to the value of 100% of his target performance shares under the Long-Term Equity Compensation Plan for all performance periods not completed — $1,142,571; and an amount equal to the value of 100% of his restricted stock and restricted stock units under the Long-Term Equity Compensation Plan — $285,012. The total value of these change in control benefits would have been $4,121,500. In addition, Mr. Byrne would have been paid amounts previously earned, but not yet paid, as follows: 2009 actual short-term annual incentive award — $200,250; 2009 actual long-term equity award — $714,989; EDCP account balance — $624,911; SERP and Retirement Plan account balances — $576,019; vacation accrual — $1,712; as well as his 401(k) Plan account balance.

        In addition to the foregoing benefits, all option and stock awards set forth in the Outstanding Equity Awards at 2009 Fiscal Year-End table would have vested for each Named Executive Officer.

    Retirement Benefits

    Supplemental Executive Retirement Plan

        The Supplemental Executive Retirement Plan (the "SERP") is an unfunded nonqualified defined benefit plan. The SERP was established for the purpose of providing supplemental retirement income to certain of our employees, including the Named Executive Officers, whose benefits under the Retirement Plan are limited in accordance with the limitations imposed by the Internal Revenue Code on the amount of annual retirement benefits payable to employees from qualified pension plans or on the amount of annual compensation that may be taken into account for all qualified plan purposes, or by certain other design limitations on determining compensation under the Retirement Plan.

        Subject to the terms of the SERP, a participant becomes eligible to receive benefits under the SERP upon termination of his or her employment with us (or at such later date as may be provided in a participant's agreement with us), if the participant has become vested in his or her accrued benefit under the Retirement Plan prior to termination of employment. However, if a participant is involuntarily terminated following or incident to a change in control and prior to becoming fully vested in his or her accrued benefit under the Retirement Plan, the participant will automatically become fully vested in his benefit under the SERP and a benefit will be payable under the SERP.

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The term "change in control" has the same meaning in the SERP as in the Supplementary Severance Plan. See the discussion under " — Change in Control Arrangements."

        The amount of any benefit payable to a participant under the SERP will depend upon whether the participant's benefit under the SERP is determined using the final average pay formula under the Retirement Plan or the cash balance formula under the Retirement Plan. Unless otherwise provided in a participant agreement, the amount of any SERP benefit payable pursuant to the SERP to a participant whose benefit is determined using the final average pay formula under the Retirement Plan will be determined at the time the participant first becomes eligible to receive benefits under the SERP and will be equal to the excess, if any, of:

    the monthly pension amount that would have been payable at normal retirement age or, if applicable, delayed retirement age under the Retirement Plan (as such terms are defined under the Retirement Plan), to the participant determined based on his or her compensation and disregarding the Internal Revenue Code limitations and any reductions due to the participant's deferral of compensation under any of our nonqualified deferred compensation plans (other than the SERP), over

    the monthly pension amount payable to the participant at normal retirement age or, if applicable, delayed retirement age under the Retirement Plan.

        The calculation of this benefit assumes that payment is made to the participant at normal retirement age or, if applicable, delayed retirement age under the Retirement 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.

        Unless otherwise provided in a participant agreement, the amount of any benefit payable pursuant to the SERP as of any determination date to a participant whose SERP benefit is determined using the cash balance formula under the Retirement Plan will be equal to:

    the benefit that otherwise would have been payable under the Retirement Plan as of the determination date, based on his or her compensation and disregarding the Internal Revenue Code limitations, minus

    the Participant's benefit determined under the Retirement Plan as of the determination date.

        For purposes of the SERP, "compensation" is defined as determined under the Retirement Plan, without regard to the limitation under Section 401(a)(17) of the Internal Revenue Code, including any amounts of compensation otherwise deferred under any non-qualified deferred compensation plan (excluding the SERP).

        The benefit payable to a participant under the SERP will be paid, or commence to be paid, as of the first day of the calendar month following the date the participant first becomes eligible to receive a benefit under the SERP (the "payment date"). The form of payment upon distribution of benefits under the SERP will depend upon whether the benefit constitutes a "grandfathered benefit" or a "non-grandfathered benefit." For purposes of the SERP, "grandfathered benefit" means the vested portion of the benefit payable under the SERP assuming the participant's determination date is December 31, 2004, increased with interest credits (for a participant whose benefit under the SERP is determined using the cash balance formula under the Retirement Plan) and earnings (for a participant whose benefit under the SERP is determined using the final average pay formula under the Retirement Plan) at the rates determined under the Retirement Plan through any later determination date. A participant's grandfathered benefit is governed by the terms of the SERP in effect as of October 3, 2004 and will be determined in a manner consistent with Internal Revenue Code Section 409A and the guidance thereunder. "Non-grandfathered benefit" means the portion of the benefit payable under the SERP that exceeds the grandfathered benefit.

        With respect to grandfathered benefits, the participant may elect, in accordance with procedures we establish, to receive a distribution of such grandfathered benefit in either of the following two forms of payment:

    a single sum distribution of the value of the participant's grandfathered benefit under the SERP determined as of the last day of the month preceding the payment date; or

    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 which provides for a monthly benefit payable for the participant's life, beginning on the payment date. In addition to this life annuity, commencing on the first day of the month following the participant's death, his or her designated beneficiary will receive a benefit of 60% of the amount of the participant's monthly payment continuing for a 15 year period. If, however, the beneficiary dies before the end of the 15 year period, the lump sum value of the remaining monthly

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      payments of the survivor benefit will be paid to the beneficiary's estate. The participant's life annuity will not be reduced to reflect the "cost" of providing the 60% survivor benefit feature. "Actuarial equivalent" is defined by the SERP as equality in value of the benefit provided under the SERP based on actuarial assumptions, methods, factors and tables that would apply under the Retirement Plan under similar circumstances.

        With respect to non-grandfathered benefits, a participant whose benefit under the SERP is determined using the final average pay formula under the Retirement Plan will receive a distribution of his or her benefit under the SERP 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 SERP benefit determined as of normal retirement age, reflecting any terms under the Retirement Plan applicable to early retirement benefits if the participant is eligible for such early retirement benefits.

        Except as otherwise provided below, a participant whose benefit under the SERP is determined using the cash balance formula under the Retirement Plan had the opportunity to elect on or before January 1, 2009 to receive a distribution of his non-grandfathered benefit in one of the following forms of payment:

    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;

    an annuity for the participant's lifetime that is the actuarial equivalent of the participant's single sum amount, and that commences on the payment date; or

    an annuity that is the actuarial equivalent of the participant's single sum amount, that commences on the payment date, and that provides payments for the life of the participant and, upon his or her 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.

        A participant whose benefit under the SERP is determined using the cash balance formula under the Retirement Plan who first becomes an eligible employee after 2008, and who was not eligible to participate in the EDCP before becoming eligible to participate in the SERP, 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 above.

        Participants whose benefits under the SERP are determined using the cash balance formula under the Retirement Plan will receive distributions under the SERP as follows:

    If a participant has terminated employment before attaining age 55, the participant's non-grandfathered benefit will be paid in the form of 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.

    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 of 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.

    In the absence of an effective election, and assuming that the provisions in the two bullet points immediately above do not apply, non-grandfathered SERP benefits owed to the participant will be paid in the form of an annuity for the participant's lifetime that is the actuarial equivalent of the participant's single sum amount, and that commences on the payment date.

        A participant who elects, or is deemed to have elected, either the straight life annuity or the joint and survivor annuity described above may, in accordance with procedures established by the Committee, change his election to the other annuity option at any time prior to the payment date.

        Unless otherwise provided in a participant agreement, if a participant dies on or after July 1, 2000 and before the payment date, a single sum distribution equal to the value of the participant's benefit that otherwise would have been payable under the SERP will be paid to the participant's designated beneficiary as soon as administratively practicable following the participant's death.

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        Notwithstanding the foregoing, distribution of any non-grandfathered benefit that is made as a result of a termination of employment for a reason other than death, to persons who are "specified employees" under Internal Revenue Code Section 409A and guidance thereunder (basically, executive officers) must be deferred until the earlier of (i) the first day of the seventh month following the participant's termination of employment or (ii) the date of the participant's death.

        If a participant is involuntarily terminated following or incident to a change in control, the participant shall automatically become fully vested in his or her benefit under the SERP and such benefits shall become payable.

    Calculation of Benefits Potentially Payable to our Named Executive Officers Under the SERP if a Triggering Event had Occurred as of December 31, 2009

        The lump sum or annuity amounts that would have been payable under the SERP to each of our Named Executive Officers if they had become eligible for benefits as of December 31, 2009 are set forth below. Also set forth below are the payments that would have been made to each Named Executive Officer's designated beneficiary if the officer had died December 31, 2009.

        For Mr. Timmerman, the lump sum amount would have been $2,966,639. Alternatively, Mr. Timmerman could have elected to receive a lump sum of $917,258 as of December 31, 2009 and monthly payments of $13,701 commencing January 1, 2010 for the remainder of his lifetime. In the event Mr. Timmerman had been eligible to receive benefits and had elected to receive the aforementioned monthly annuity, his designated beneficiary would have received monthly payments of $8,221 for up to 15 years upon Mr. Timmerman's death. If Mr. Timmerman had died December 31, 2009 before becoming eligible for benefits, his beneficiary would have been entitled to the full lump sum payment of $2,966,639.

        For Mr. Addison, the lump sum amount would have been $179,083. Alternatively, Mr. Addison could have elected to receive a lump sum of $131,684 as of December 31, 2009 and monthly payments of $254 commencing January 1, 2010 for the remainder of his lifetime. In the event Mr. Addison had been eligible to receive benefits and had elected to receive the aforementioned monthly annuity, his designated beneficiary would have received monthly payments of $152 for up to 15 years upon Mr. Addison's death. If Mr. Addison had died December 31, 2009 before becoming eligible for benefits, his beneficiary would have been entitled to the full lump sum payment of $179,083.

        For Mr. Marsh, the lump sum amount would have been $676,276. Alternatively, Mr. Marsh could have elected to receive a lump sum of $356,475 as of December 31, 2009 and monthly payments of $1,824 commencing January 1, 2010 for the remainder of his lifetime. In the event Mr. Marsh had been eligible to receive benefits and had elected to receive the aforementioned monthly annuity, his designated beneficiary would have received monthly payments of $1,094 for up to 15 years upon Mr. Marsh's death. If Mr. Marsh had died December 31, 2009 before becoming eligible for benefits, his beneficiary would have been entitled to the full lump sum payment of $676,276.

        For Mr. Bullwinkel, the lump sum amount would have been $951,669. Alternatively, Mr. Bullwinkel could have elected to receive a lump sum of $245,993 as of December 31, 2009 and monthly payments of $4,538 commencing January 1, 2010 for the remainder of his lifetime. In the event Mr. Bullwinkel had been eligible to receive benefits and had elected to receive the aforementioned monthly annuity, his designated beneficiary would have received monthly payments of $2,723 for up to 15 years upon Mr. Bullwinkel's death. If Mr. Bullwinkel had died December 31, 2009 before becoming eligible for benefits, his beneficiary would have been entitled to the full lump sum payment of $951,669.

        For Mr. Byrne, the lump sum amount would have been $363,415. Alternatively, Mr. Byrne could have elected to receive a lump sum of $225,234 as of December 31, 2009 and monthly payments of $747 commencing January 1, 2010 for the remainder of his lifetime. In the event Mr. Byrne had been eligible to receive benefits and had elected to receive the aforementioned monthly annuity, his designated beneficiary would have received monthly payments of $448 for up to 15 years upon Mr. Byrne's death. If Mr. Byrne had died December 31, 2009 before becoming eligible for benefits, his beneficiary would have been entitled to the full lump sum payment of $363,415.

    Executive Deferred Compensation Plan

        The EDCP is described in the narrative following the 2009 Nonqualified Deferred Compensation table on page 43. As discussed in that section, amounts deferred under the Plan are required to be paid, or begin to be paid, as soon as practicable following the earliest of a participant's death, termination of employment, or with

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respect to pre-2005 deferrals and hypothetical earnings thereon, disability. All amounts payable at a date certain prior to termination of employment, death, or, with respect to pre-2005 deferrals and hypothetical earnings thereon, disability, must be paid in the form of a single cash payment. Payments made after termination of employment, death, or, with respect to pre-2005 deferrals and hypothetical earnings thereon, disability, will also be paid in the form of a single cash payment. Instead of a single cash payment, a participant may, however, elect to have all amounts payable as a result of termination of employment after attainment of age 55, death while employed and after attainment of age 55, or, with respect to pre-2005 deferrals and hypothetical earnings thereon, termination of employment due to disability, paid in the form of annual installments over a period not to exceed five years with respect to post-2004 deferrals and hypothetical earnings thereon or 15 years with respect to pre-2005 deferrals and hypothetical earnings thereon. All amounts credited to a participant's ledger account continue to be hypothetically invested among the investment alternatives until such amounts are paid in full to the participant or his or her beneficiary.

        The "Aggregate Balance at Last FYE" column of the 2009 Nonqualified Deferred Compensation table on page 43 shows the amounts that would have been payable under the EDCP to each of our Named Executive Officers, as of December 31, 2009, (i) with respect to amounts payable at a date certain prior to termination of employment, death, or, as to pre-2005 deferrals and hypothetical earnings thereon, disability, and (ii) with respect to amounts payable after termination of employment, death, or, as to pre-2005 deferrals and hypothetical earnings thereon, disability, if they had been paid using the single sum form of payment. If the Named Executive Officers instead chose payment of the deferrals in annual installments, the annual installment payments over the payment periods selected by the Named Executive Officers are estimated as set forth below: Mr. Timmerman — $693,670; Mr. Addison — $64,574; Mr. Marsh — $182,254; Mr. Bullwinkel — $332,372; and Mr. Byrne — $124,982.

Discussion of Plans are Summaries Only

        The discussions of our various compensation plans in this "Executive Compensation" section of the Proxy Statement are merely summaries of the Plans and do not create any rights under any of the Plans, and are qualified in their entirety by reference to the Plans themselves.

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DIRECTOR COMPENSATION


Board Fees

        Our Board reviews director compensation every year with guidance from the Nominating Committee. In making its recommendations, the Committee is required by our Governance Principles to consider that compensation should fairly pay directors for work required in a company of our size and scope, compensation should align directors' interests with the long-term interests of shareholders, and the compensation structure should be transparent and easy for shareholders to understand. We also consider the risks inherent in board service. Approximately every other year, the Nominating Committee considers relevant publicly available data in making recommendations. The Committee may also consider recommendations from our Chairman and Chief Executive Officer.

        Officers who are also directors do not receive additional compensation for their service as directors. Annual compensation for non-employee directors consists of the following:

    an annual retainer of $45,000 required to be paid in shares of our common stock;

    a fee of $6,500 for attendance at regular quarterly meetings of the Board of Directors;

    a fee of $6,000 for attendance at all-day meetings of the Board of Directors other than regular meetings;

    a fee of $3,000 for attendance at half-day meetings of the Board of Directors other than regular meetings;

    a fee of $3,000 for attendance at a committee meeting held on a day other than a day a regular meeting of the Board of Directors is held;

    a fee of $300 for telephonic meetings of the Board of Directors or a committee that lasts fewer than 30 minutes;

    a fee of $600 for telephonic meetings of the Board of Directors or a committee that lasts more than 30 minutes; and

    reimbursement of reasonable expenses incurred in connection with all of the above.

        Directors' retainer fees are paid annually in shares of our common stock, and meeting attendance and conference fees are paid in cash at such times as the Board determines. Retainer and meeting attendance and conference fees may be deferred at the director's election pursuant to the terms of the Director Compensation and Deferral Plan discussed below.

Director Compensation and Deferral Plan

        Since January 1, 2001, non-employee director compensation and related deferrals have been governed by the SCANA Director Compensation and Deferral Plan. Amounts deferred by directors in previous years under the SCANA Voluntary Deferral Plan continue to be governed by that plan. During 2009, the only director with prior deferrals associated with the Voluntary Deferral Plan was Mr. Bennett.

        Under the Director Compensation and Deferral Plan, a director may make an annual irrevocable election to defer all or a portion of the annual retainer fee in a hypothetical investment in our common stock, with distribution from the plan to be ultimately payable in actual shares of our common stock. A director also may elect to defer all or a portion of meeting attendance and conference fees into a hypothetical investment in our common stock or into a growth increment ledger which is credited with growth increments based on the prime interest rate charged from time to time by Wachovia Bank, N.A., as determined by us, with distribution from the Plan to be ultimately payable in cash or stock as the Plan(s) may dictate. Amounts payable in our common stock accrue earnings during the deferral period at our dividend rate. All dividends attributable to hypothetical shares of our common stock credited to each director's stock ledger account will be converted to additional credited shares of our common stock as though reinvested as of the next business day after the dividend is paid. Hypothetical shares do not have voting rights. A director's growth increment ledger will be credited on the first day of each calendar quarter, with a growth increment computed on the average balance in the director's growth increment ledger during the preceding calendar quarter. The growth increment will be equal to the amount in the director's growth increment ledger

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multiplied by the average interest rate we select during the preceding calendar quarter times a fraction the numerator of which is the number of days during such quarter and the denominator of which is 365. Growth increments will continue to be credited until all of a director's benefits have been paid out of the Plan.

        We establish a ledger account for each director that reflects the amounts deferred on his or her behalf and deemed investment of such amounts into a stock ledger account or a growth investment ledger account. Each ledger account will separately reflect the pre-2005 and post-2004 deferrals and hypothetical earnings thereon, and the portion of the post-2004 deferrals and hypothetical earnings thereon payable at a date certain and the portion payable when the director separates from service from the Board. In this discussion, we refer to pre-2005 deferrals as the "pre-2005 ledger account" and to post-2004 deferrals as the "post-2004 ledger account."

        Directors may elect for payment of any post-2004 deferrals to be until the earlier of separation from service from the Board for any reason or a date certain, subject to any limitations we may choose to apply at the time of election. If a participant does not make a payment election with respect to amounts deferred for any deferral period, such deferrals will be paid in a lump sum payment as soon as practicable after the director's separation from service from the Board.

        Subject to the acceleration provisions of the Plan and Board approval with respect to pre-2005 deferrals, a director may elect an additional deferral period of at least 60 months with respect to any previously deferred amount credited to his or her post-2004 ledger account that is payable at a date certain, and an additional deferral period of at least 12 months for each separate deferral credited to his or her pre-2005 ledger account. With respect to amounts deferred until separation from service from the Board, directors may also elect a new manner of payment with respect to any previously deferred amounts, provided that, in the case of amounts credited to post-2004 ledger accounts that are payable on separation from service from the Board, payments are delayed for 60 months from the date payments would otherwise have commenced absent the election. Directors had the opportunity to elect at any time prior to January 1, 2009 to change the deferral period (accelerate or defer) and/or method of payment with respect to any post-2004 ledger account that was not scheduled for payment in 2008, provided such change did not cause any amounts to be paid in 2008 or cause any amounts otherwise payable in 2008 to be deferred to a later year.

        Amounts credited to directors' post-2004 ledger accounts that are scheduled to be paid at a date certain will be paid in the form of a single sum payment as soon as practicable after the date certain. With respect to amounts credited to pre-2005 ledger accounts, and amounts credited to post-2004 ledger accounts that are scheduled to be paid on separation from service from the Board, directors must irrevocably elect (subject to certain permitted changes) to have payment made in accordance with one of the following distribution forms:

    a single sum payment;

    a designated number of installments payable monthly, quarterly or annually, as elected (and in the absence of an election, annually), over a specified period not in excess of 20 years; or

    in the case of a post-2004 ledger account, payments in the form of annual installments with the first installment being a single sum payment of 10% of the post-2004 ledger account determined immediately prior to the date such payment is made and with the balance of the post-2004 ledger account being paid in annual installments over a total specified period not in excess of 20 years.

        Such payments will be paid or commence to be paid as soon as practicable after the conclusion of the deferral period elected.

        Notwithstanding any payment election made by a director:

    payments will be paid, or begin to be paid, as soon as practicable following the director's separation from service from the Board for any reason except as otherwise provided below;

    if a director dies prior to the payment of all or a portion of the amounts credited to his ledger account, the balance of any amount payable will be paid in a cash lump sum to his designated beneficiaries;

    if a director ceases to be a nonemployee director but thereafter becomes our employee, all pre-2005 ledger accounts will be paid as soon as practicable after he or she becomes our employee in a single lump sum payment and all post-2004 ledger accounts will be paid as soon as practicable after he or she has incurred

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      a separation from service as a nonemployee director (as determined in accordance with Internal Revenue Code Section 409A);

    if a director's post-2004 ledger account balance is less than $100,000 ($5,000 for pre-2005 ledger accounts) at the time for payment specified, such amount will be paid in a single payment; and

    in the case of any post-2004 ledger accounts that are payable on separation from service from the Board and that are subject to an additional deferral period of 60 months as a result of the modification of the manner of payment, no payment attributable to any post-2004 ledger accounts will be accelerated to a date earlier than the expiration of the 60 month period.

        We, at our sole discretion, may alter the timing or manner of payment of deferred amounts if the director establishes, to our satisfaction, an unanticipated and severe financial hardship that is caused by an event beyond the director's control. In such event, we may:

    provide that all, or a portion of, the amount previously deferred by the director immediately be paid in a lump sum cash payment;

    provide that all, or a portion of, the installments payable over a period of time immediately be paid in a lump sum cash payment; or

    provide for such other installment payment schedules as we deem appropriate under the circumstances.

        For pre-2005 ledger accounts, severe financial hardship will be deemed to have occurred in the event of the director's or a dependent's sudden, lengthy and serious illness as to which considerable medical expenses are not covered by insurance or relative to which there results a significant loss of family income, or other unanticipated events of similar magnitude. For post-2004 ledger accounts, severe financial hardship will be deemed to have occurred from a sudden or unexpected illness or accident of the director or the director's spouse, beneficiary or dependent, loss of the director's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the director's control.

        During 2009, Messrs. Amick, Hipp, Micali, Sloan and York and Ms. Miller elected to defer 100% of their compensation and earnings and Messrs. Bennett, Hagood, Martin, Roquemore and Stowe deferred a portion of their earnings under the Director Compensation and Deferral Plan.

Endowment Plan

        Upon election to a second term, a director becomes eligible to participate in the SCANA Director Endowment Plan, which provides for us to make tax deductible, charitable contributions totaling $500,000 to institutions of higher education designated by the director. The Plan is intended to reinforce our commitment to quality higher education and to enhance our ability to attract and retain qualified board members. A portion is contributed upon retirement of the director and the remainder upon the director's death. As of December 31, 2009, the cash obligation under the Plan was $9,100,000 pre-tax and $5,619,250 after-tax. The Plan is funded through insurance policies on the lives of the directors. The 2009 premium for such insurance was $150,098. Currently the premium estimate for 2010 is $116,339.

        Designated institutions of higher education in South Carolina, North Carolina and Georgia must be approved by our Chief Executive Officer. Institutions in other states must be approved by the Human Resources Committee. The designated institutions are reviewed on an annual basis by the Chief Executive Officer to assure compliance with the intent of the Plan.

Discussions of Plans are Summaries Only

        The discussions of our various plans, including the Director Compensation and Deferral Plans and the Director Endowment Plan, are merely summaries of the plans and do not create any rights under any of the plans, and are qualified in their entirety by reference to the plans themselves.

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2009 DIRECTOR COMPENSATION

        The following table sets forth the compensation we paid to each of our non-employee directors in 2009.

   

Name

    Fees
Earned
or
Paid in
Cash
($)
    Stock
Awards
($)(1)
    Option
Awards
($)
    Non-Equity
Incentive Plan
Compensation
($)
    Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
    All Other
Compensation
($)
    Total
($)
 

(a)

   

(b)

   

(c)

   

(d)

   

(e)

   

(f)

   

(g)

   

(h)

 

 

 

B. L. Amick

  $ 47,000   $ 45,000                   $ 92,000  
   

J. A. Bennett

  $ 62,000   $ 45,000                   $ 107,000  
   

S. A. Decker

  $ 65,000   $ 45,000                   $ 110,000  
   

D. M. Hagood

  $ 65,600   $ 45,000                   $ 110,600  
   

W. H. Hipp

  $ 15,500   $ 45,000                   $ 60,500  
   

J. W. Martin, III

  $ 34,000   $ 19,110                   $ 53,110  
   

J. M. Micali

  $ 65,000   $ 45,000                   $ 110,000  
   

L. M. Miller

  $ 65,000   $ 45,000                   $ 110,000  
   

J. W. Roquemore

  $ 65,600   $ 45,000                   $ 110,600  
   

M. K. Sloan

  $ 62,600   $ 45,000                   $ 107,600  
   

H. C. Stowe

  $ 62,600   $ 45,000                   $ 107,600  
   

G. S. York

  $ 59,000   $ 45,000                   $ 104,000  
   
(1)
The annual retainer of $45,000 is required to be paid in our common stock. Shares were issued on January 9, 2009, at a weighted average purchase price of $35.30 in order to satisfy the retainer fee obligation. Mr. Martin's annual retainer was pro-rated to reflect his mid-year election to the Board.

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PROPOSAL 2 — APPROVAL OF AMENDED AND RESTATED LONG-TERM EQUITY COMPENSATION PLAN


        Our success depends in large measure on our ability to recruit and retain officers, key employees and directors with outstanding ability and experience. Our Board believes there is a need to align shareholder and employee interests by encouraging employee stock ownership and to motivate employees with compensation conditioned upon achievement of our financial goals.

        In order to accomplish these objectives, the Board adopted the SCANA Corporation Long-Term Equity Compensation Plan (the "Plan"). The Plan was approved by our shareholders at the 2000 Annual Meeting. The Plan was amended and restated as of January 1, 2005, and approved by the shareholders at the 2005 Annual Meeting. The Plan was amended and restated again on January 1, 2009 to comply with the requirements of Internal Revenue Code Section 409A, and was further amended and restated on December 31, 2009. The 2009 amendments were not material and did not require shareholder approval. However, under Section 162(m) of the Internal Revenue Code, continued deductibility of compensation relating to certain Plan awards requires that the Plan be approved by the shareholders every five years. Accordingly, the Plan is being submitted to shareholders for approval at the 2010 Annual Meeting pursuant to Section 162(m).

        The Board of Directors recommends that shareholders vote FOR approval of the Plan.

Summary Description of the Plan

        The following summary of the terms of the Plan is qualified in its entirety by reference to the text of the Plan, a copy of which is attached to this Proxy Statement as Exhibit A. The December 31, 2009 amendments to the Plan were made to clarify the change in control provisions, and to make a number of additional administrative changes. There have been no material amendments to the Plan since it was approved by the shareholders at the 2005 Annual Meeting. If the Plan as amended and restated is not approved by the shareholders at the 2010 Annual Meeting, the Plan as currently in effect will continue, but certain compensation described below in excess of $1,000,000 will no longer be deductible by the Company.

    Administration

        The Plan provides that it is to be administered by a committee appointed by the Board comprised entirely of directors who satisfy the "outside director" requirements of Section 162(m) of the Internal Revenue Code and who are "non-employee directors" as defined in Rule 16b-3 under the Securities Exchange Act of 1934. Currently, the Plan is administered by our Human Resources Committee (the "Committee").

    Eligibility

        The employees of SCANA and its subsidiaries (the "Company") who are anticipated to be significant contributors to the Company's success as determined by the Committee are eligible to participate in the Plan. Approximately 150 employees of the Company are eligible to participate in the Plan. However, because the Plan provides for broad discretion in selecting participants and in setting award amounts, the total number of persons who will participate and the respective benefits to be accorded to them cannot be determined at this time.

    Stock Available for Issuance Through the Plan

        The Plan provides for a number of forms of stock-based compensation, as further described below. Five million shares of SCANA common stock ("Common Stock") have been authorized for issuance through the Plan; however, no more than 1,000,000 shares may be issued as restricted stock. As of February 1, 2010, 1,861,362 shares have been issued under the Plan and 3,138,638 remain available for issuance. These numbers are subject to adjustment as described in the "Adjustments and Amendments" section of this summary. The Plan permits the reuse or reissuance of shares of Common Stock underlying any SAR, Tandem SAR, or restricted stock award that has been paid out in cash and underlying any canceled, terminated, expired, forfeited or lapsed awards. On February 1, 2010, the closing price for a share of Common Stock, as reported on the New York Stock Exchange composite tape, was $35.87.

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        Under Section 162(m) of the Internal Revenue Code, compensation paid to a "covered employee" in excess of $1,000,000 for any tax year is not deductible unless an exemption from such limitation exists. Compensation paid by us in excess of $1,000,000 for any tax year to "covered employees" will generally be deductible by the Company for federal income tax purposes if it is based on the performance of the Company ("performance-based exception"), is paid pursuant to a plan approved by shareholders and meets certain other requirements. Generally, "covered employee" under Section 162(m) means the chief executive officer and the four other highest paid executive officers of SCANA as of the last day of the tax year.

        The Committee consists of "outside directors" as required for purposes of Section 162(m). The Committee takes the effect of Section 162(m) into consideration in structuring Plan awards. In the case of any award which is granted subject to the condition that a specified performance measure be achieved, no payment under such award shall be made prior to the time that the Committee certifies in writing that the performance measure has been satisfied. No such certification is required, however, in the case of an award that is based solely on an increase in the value of a share of Common Stock from the date such award was made.

    Description of Awards Under the Plan

        The Committee may award to eligible employees incentive and nonqualified stock options, stock appreciation rights (either alone or in tandem with a related option), restricted stock and restricted stock units, and performance units and performance shares. No options have been granted under the Plan since 2002. As described under "Performance Measures" below, certain awards may be granted subject to satisfaction of specific performance goals. The forms of awards are described in greater detail below.

        Stock Options.    The Committee has discretion to award incentive stock options ("ISOs"), which are intended to comply with Section 422 of the Internal Revenue Code, or nonqualified stock options ("NQSOs"), which are not intended to comply with Section 422 of the Internal Revenue Code; provided, however, the maximum aggregate number of shares of Common Stock that may be granted in the form of stock options, pursuant to any award granted in any one fiscal year to any one Plan participant is 300,000. The exercise price of an option may not be less than the fair market value of the underlying shares of Common Stock on the date of grant. Subject to the specific terms of the Plan, the Committee has discretion to set such additional limitations on option grants as it deems appropriate and such terms will be included in the related option award agreement.

        Options granted to participants under the Plan expire at such times as the Committee determines at the time of the grant; provided, however, no option will be exercisable later than ten years from the date of grant. Each option award agreement sets forth the extent to which the participant will have the right to exercise the option following termination of the participant's employment with the Company with the exception of a termination of employment after a change in control. The termination provisions will be determined in the sole discretion of the Committee, need not be uniform among all participants, and may reflect distinctions based on the reasons for termination of employment.

        Upon the exercise of an option granted under the Plan, the option price is payable in full to SCANA, either: (a) in cash or its equivalent, or (b) if permitted in the award agreement, by tendering shares of Common Stock having a fair market value at the time of exercise equal to the total option price (provided such shares have been held for at least six months prior to their tender), or (c) if permitted in the award agreement, a combination of (a) and (b). In addition, if permitted by the Committee, the option price may be payable through a cashless exercise as permitted under the Federal Reserve Board's Regulation T, subject to applicable securities law restrictions.

        Stock Appreciation Rights (SARs).    The Committee may grant SARs in tandem with stock options, freestanding and unrelated to options, or any combination of these forms. The maximum aggregate number of shares of Common Stock that may be granted in the form of stock appreciation rights, pursuant to any award granted in any one fiscal year to any one Plan participant, is 300,000. As of the date hereof, no SARs have been awarded under the Plan. The grant price of a freestanding SAR will equal the fair market value of a share of common stock on the date of grant of the SAR. The grant price of a tandem SAR will equal the exercise price of the related option. The form of payment of a SAR will be set forth in the related award agreement, and may be in shares of Common Stock, cash or a combination of the two. If granted other than in tandem, the Committee will determine the number of shares of Common Stock covered by and the exercise period for the SAR. Upon exercise of a freestanding SAR, the participant will receive an amount equal to the excess of the fair market value of one share of Common Stock

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on the date of exercise over the grant price, multiplied by the number of shares of stock exercised under the SAR. In the case of a tandem SAR, the Committee may determine the exercise period of the SAR except that the exercise period may not exceed that of the related option. The participant may exercise the tandem SAR when the option is exercisable, surrender the option and receive on exercise an amount equal to the excess of the fair market value of one share of Common Stock on the date of exercise over the option purchase price, multiplied by the number of shares of stock covered by the surrendered option. Each option award agreement sets forth the extent to which the participant will have the right to exercise the SAR following termination of the participant's employment with the Company with the exception of a termination of employment after a change in control. The termination provisions will be determined in the sole discretion of the Committee, need not be uniform among all participants, and may reflect distinctions based on the reasons for termination of employment.

        Restricted Stock.    The Committee may award restricted Common Stock under the Plan upon such terms and conditions as it shall establish. The maximum aggregate grant with respect to awards of restricted stock granted in any one fiscal year to any one Plan participant is 150,000 shares of Common Stock. As of February 1, 2010, there were 72,189 shares of restricted stock outstanding. The related award agreement will specify the period(s) of restriction, the number of shares of restricted Common Stock granted, and such other provisions as the Committee determines, including a requirement that participants pay a stipulated purchase price for each share, restrictions based upon the achievement of specific performance goals, time-based restrictions or vesting following the attainment of the performance goals, and/or restrictions under applicable federal or state securities laws. Although recipients may have the right to vote these shares from the date of grant, they will not have the right to sell or otherwise transfer the shares during the applicable period of restriction or until earlier satisfaction of any other conditions imposed by the Committee in its sole discretion. Participants may be credited dividends on their shares of restricted stock or the Committee, in its discretion, may apply any restrictions to the payment of dividends that the Committee deems appropriate. Dividends accrued on restricted stock will only be paid if the restricted stock vests.

        Each award agreement for restricted stock will set forth the extent to which the participant will have the right to retain nonvested restricted stock following termination of the participant's employment with the Company, with the exception of a termination that occurs after a change in control. These provisions will be determined in the sole discretion of the Committee, need not be uniform among all shares of restricted stock issued pursuant to the Plan and may reflect distinctions based on reasons for termination of employment. Except in the case of terminations connected with a change in control and terminations by reason of death or disability, the vesting of restricted stock, which qualifies for the performance-based exception under Section 162(m) and which are held by "covered employees" under Section 162(m), will occur at the time it otherwise would have, but for the employment termination.

        Restricted Stock Units.    The Committee may award restricted stock units in such amounts, and upon such terms as it shall determine; provided, however, the maximum aggregate payout (determined as of the date of grant) with respect to awards of restricted stock units granted in any one fiscal year to any one Plan participant shall be equal to the value of 150,000 shares, and provided, further the maximum aggregate grant of restricted stock and restricted stock units for any one fiscal year shall be coordinated so that in no event shall any one Plan participant be awarded more than the value of 150,000 shares taking into account all such grants. As of February 1, 2010, there were 74,434 restricted stock units outstanding. Restricted stock units will have a value equal to the fair market value on the date of grant. Unless otherwise provided in the award agreement, restricted stock units will fully vest on the third anniversary of the grant date. In the event a participant's employment is terminated by reason of death, disability or retirement prior to the date the restricted stock units would otherwise have vested, they will vest immediately upon such event. In the event of termination of employment for any other reason, any restricted stock units that have not vested will be forfeited. Payment of restricted stock units will be made in a single lump sum cash payment as soon as administratively practicable after the vesting date, unless deferral of payment is required as to a particular employee pursuant to Internal Revenue Code Section 409A. The amount of the payment will be equal to the fair market value of the restricted stock units on the vesting date. Restricted stock units will not have any voting rights, but will be credited with dividend equivalents between the date of grant and the date of payment, and will be paid at the same time payment is made with respect to the restricted stock units. Dividend equivalents will only vest and be paid if the restricted stock units vest.

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        Performance Units and Performance Shares.    The Committee also has discretion to award performance units and performance shares under the Plan upon such terms and conditions as it shall establish. The maximum aggregate payout (determined as of the end of the applicable performance period) with respect to awards of performance shares granted in any one fiscal year to any one Plan participant shall be equal to the value of 200,000 shares of Common Stock. The maximum aggregate payout value (determined as of the end of the applicable performance period) with respect to awards of performance units granted in any one fiscal year to any one Plan participant is $1,000,000. Each performance unit will have an initial value as determined by the Committee at the time of grant. Each performance share will have an initial value equal to the fair market value of one share of Common Stock on the date of grant. The payout on the number and value of the performance units and performance shares will be a function of the extent to which corresponding performance goals have been achieved. As of February 1, 2010, there were 589,099 performance shares and no performance units outstanding. In the event a participant's employment is terminated by reason of death, disability or retirement during a performance period, the participant will receive a payout as specified in the award agreement. In the event of termination of employment for any other reason during the performance period, the performance units or shares will be forfeited, unless otherwise specified in the award agreement.

    Performance Measures

        The Committee may grant awards under the Plan subject to the attainment of certain specified performance measures. The performance measures with respect to covered employees, which may be measured at the SCANA level, at a subsidiary level or at an operating unit level will be chosen from among: earnings per share measures; return measures (including, but not limited to, return on assets, equity or sales); cash flow return on investments, which equals net cash flow divided by owners' equity; earnings before or after taxes; gross revenues; and share price (including, but not limited to, growth measures and total shareholder return). The Committee has the discretion to adjust the determinations of the degree of attainment of the pre-established performance goals; provided, however, that awards which are designed to qualify for the performance-based exception under Section 162(m) of the Internal Revenue Code, and which are held by a Covered Employee, may not be adjusted upward (the Committee has the discretion to adjust such awards downward).

    Adjustments and Amendments

        The Plan provides for appropriate adjustments in the number of shares of Common Stock subject to awards and available for future awards in the event of changes in outstanding Common Stock by reason of any change in corporate capitalization, such as a stock split, or a merger, consolidation, separation, spin-off, distribution of stock or property, reorganization, liquidation, or certain other unusual or nonrecurring events.

        Subject to the terms of the Plan, the Committee may at any time, and from time to time, alter, amend, suspend or terminate the Plan in whole or in part for any purpose which the Committee deems appropriate and that is otherwise consistent with Internal Revenue Code Section 409A; provided, however, no amendment shall without shareholder approval (i) increase the total number of shares of Common Stock that may be issued under the Plan or the maximum awards permitted thereunder, (ii) modify the requirements as to eligibility for benefits under the Plan, or (iii) reduce the exercise price of an outstanding option or SAR or cancel outstanding options or SARs in exchange for cash, or other awards or options or SARs with an exercise price that is less than the exercise price of the original options or SARs. No such amendment shall, however, adversely affect any outstanding awards without the affected holder's consent.

    Nontransferability

        Except as provided in the Plan or, in the case of certain types of awards, in the related award agreement, no award granted pursuant to, and no right to payment under the Plan shall be assignable or transferable by a Plan participant, and any option or similar right shall be exercisable during a participant's lifetime only by the participant.

    Change in Control

        The Plan defines a "change in control" as a change in control of SCANA 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 Securities

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Exchange Act of 1934, as amended, whether or not SCANA is then subject to such reporting requirement; provided that, without limitation, such a change in control shall be deemed to have occurred if:

    (a)
    any person is or becomes the beneficial owner, directly or indirectly, of 25% or more of the combined voting power of the outstanding shares of capital stock of SCANA;

    (b)
    during any period of two 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 SCANA's shareholders was approved by a vote of at least two-thirds 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;

    (c)
    SCANA consummates a merger or consolidation of SCANA with any other corporation, other than a merger or consolidation which would result in the voting shares of capital stock of SCANA 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 80% of the combined voting power of the voting shares of capital stock of SCANA or such surviving entity outstanding immediately after such merger or consolidation; or the shareholders of SCANA approve a plan of complete liquidation of SCANA or an agreement for the sale or disposition by SCANA of all or substantially all of SCANA's assets; or

    (d)
    SCANA consummates the sale of the stock of any subsidiary designated by the Board as a "material subsidiary;" or the shareholders of SCANA approve a plan of complete liquidation of a material subsidiary or an agreement for the sale or disposition by SCANA of all or substantially all of the assets of a material subsidiary; provided that any event described in this subsection shall represent a change in control only with respect to a participant who has been exclusively assigned to the affected material subsidiary.

        The treatment of outstanding Plan awards upon the occurrence of a change in control is addressed in the individual award agreements.

    Section 409A of the Internal Revenue Code

        Notwithstanding any contrary provision in the Plan, each Plan provision that otherwise relates to nonqualified deferred compensation benefits will be interpreted to permit the deferral of compensation and the payment of deferred amounts in accordance with Section 409A of the Internal Revenue Code, to the extent applicable, and any provision that would conflict with the requirements of Section 409A will not be valid or enforceable.

    Duration of the Plan

        Unless the Plan is amended to extend its term, (a) the Plan will remain in effect until the earlier of January 1, 2015 or the earliest date on which all shares subject to the Plan shall have been purchased or acquired according to the Plan's provisions, and (b) in no event will awards be granted under the Plan after December 31, 2014.

Certain Federal Income Tax Consequences

        The following discusses in general terms certain federal income tax consequences arising in connection with SCANA's various potential awards under the Long-Term Equity Compensation Plan. This discussion is necessarily a summary and does not discuss all aspects of federal income taxation that may be important in light of each participant's unique circumstances. In particular, it does not address the federal income tax considerations applicable to certain types of participants such as financial institutions; foreign corporations; insurance companies; tax-exempt organizations; dealers in securities or currency; traders in securities that elect mark-to-market; persons who hold stock as part of a hedge, straddle, or conversion transaction; or persons who are considered foreign persons for U.S. federal income tax purposes. In addition, this discussion does not discuss any state, local, foreign, estate, gift, alternative minimum tax, or other tax considerations. Participants are encouraged to consult their own tax advisors as to the particular federal, state, local, foreign, estate, gift, alternative minimum tax, and other tax consequences, in light of their circumstances.

        In connection with the Plan generally, and subject to various limitations including, but not limited to Section 162(a)(1)(reasonableness limitation), Section 162(m)($1 million limitation), and Section 263(capitalization),

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SCANA will receive an income tax deduction at the same time and in the same amount as any amount that is taxable to a participant as ordinary income. To the extent a participant realizes capital gains, SCANA will not be entitled to any deduction for federal income tax purposes.

    Options

        With respect to options that qualify as ISOs, a Plan participant will not recognize income for federal income tax purposes at the time options are granted or exercised. If the participant disposes of shares acquired by exercise of an ISO either before the expiration of two years from the date the options are granted or within one year after the issuance of shares upon exercise of the ISO (the "holding periods"), the participant will recognize in the year of disposition: (a) ordinary income, to the extent that the lesser of either (i) the fair market value of the shares on the date of option exercise, or (ii) the amount realized on disposition, exceeds the option price, and SCANA will be entitled to a corresponding deduction; and (b) capital gain, to the extent the amount realized on disposition exceeds the fair market value of the shares on the date of option exercise. If the shares are sold after expiration of the foregoing holding periods, the participant generally will recognize capital gain or loss equal to the difference between the amount realized on disposition and the option price and SCANA will not be entitled to any deduction on account thereof. With respect to NQSOs, the participant will recognize no income upon grant of the option. Upon exercise, the participant will recognize ordinary income to the extent of the excess of the fair market value of the shares on the date of option exercise over the amount paid by the participant for the shares, and SCANA will be entitled to a corresponding deduction. Upon a subsequent disposition of the shares received under the option, the participant generally will recognize capital gain or loss to the extent of the difference between the fair market value of the shares at the time of exercise and the amount realized on the disposition, and SCANA will not be entitled to any deduction on account thereof.

    SARs

        The recipient of a grant of SARs will not realize taxable income, and SCANA will not be entitled to a deduction with respect to such grant on the date of such grant. Upon the exercise of a SAR, the recipient will realize ordinary income, and SCANA will be entitled to a corresponding deduction, equal to the amount of cash received.

    Restricted Stock

        A participant holding restricted stock will, at the time the shares vest, realize ordinary income in an amount equal to the fair market value of the shares, and any cash received attributable to credited dividends, at the time of vesting over the purchase price thereof, if any, and SCANA will be entitled to a corresponding deduction for federal income tax purposes.

    Restricted Stock Units

        A participant holding restricted stock units will, at the time the participant receives a distribution, realize ordinary income in an amount equal to the distribution (which will be a single lump sum cash payment equal to the fair market value of the units held by the participant), if any, and SCANA will be entitled to a corresponding deduction for federal income tax purposes.

    Performance Units and Performance Shares

        The recipient of a grant of performance units and/or performance shares will not realize taxable income and SCANA will not be entitled to a deduction with respect to such grant on the date of such grant. Upon the payout of such award, the recipient will realize ordinary income, and SCANA will be entitled to a corresponding deduction, equal to the amount of cash and stock received.

Plan Benefits

        Future benefits under the Plan are not determinable at this time. The Grants of Plan Based Awards table on page 39 shows the awards that were made in 2009 under the Plan to the executive officers included in the Summary Compensation Table on page 37. During 2009, 314,464 performance shares, 0 performance units, and 74,434 restricted stock units were awarded to a total of 148 employees, of which 31 were executive officers and 117 were non-executive officers.

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Equity Compensation Plan Information

        The following table provides information about equity securities that may be issued under our compensation plans at December 31, 2009.

Equity Compensation Plan Information

Plan Category
  Number of securities
to be issued
upon exercise of
outstanding options,
warrants and rights
  Weighted-average
exercise price of
outstanding options,
warrants and rights
  Number of securities
remaining available for
future issuance under
equity compensation plans
[excluding securities
reflected in column (a)]
 
 
  (a)
  (b)
  (c)
 

Equity compensation plans approved by security holders:

                   
 

Long-Term Equity Compensation Plan

    103,589     27.44     3,138,638  
 

Non-Employee Director Compensation Plan

    n/a     n/a     49,668  

Equity compensation plans not approved by security holders

    n/a     n/a     n/a  

Total

    103,589     27.44     3,188,306  

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AUDIT COMMITTEE REPORT


        In connection with the December 31, 2009 financial statements, the Audit Committee (i) reviewed and discussed the audited financial statements with management; (ii) discussed with the independent auditors the matters required to be discussed by the Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T; (iii) received the written disclosures and the letter from the independent accountants required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the Audit Committee concerning independence; and (iv) discussed with the independent accountant the independent accountant's independence. Based upon these reviews and discussions, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2009 for filing with the Securities and Exchange Commission.

Mr. Harold C. Stowe (Chairman)
Mr. D. Maybank Hagood
Mr. James W. Roquemore
Mr. Maceo K. Sloan

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PROPOSAL 3 — APPROVAL OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


        Deloitte & Touche LLP served as our independent registered public accounting firm for the year ended December 31, 2009, and the Audit Committee has appointed Deloitte & Touche LLP to serve as our independent registered public accounting firm to audit our 2010 financial statements. Shareholders are being asked to approve this appointment at the 2010 Annual Meeting.

        The Board of Directors recommends a vote FOR approval of Deloitte & Touche LLP's 2010 appointment.

        Unless you indicate to the contrary, the proxy agents intend to vote the shares represented by your proxy to approve the appointment of Deloitte & Touche LLP as the independent registered public accounting firm to audit SCANA's 2010 financial statements.

        Representatives of Deloitte & Touche LLP are expected to be present and available at the 2010 Annual Meeting to make such statements as they may desire and to respond to appropriate questions from shareholders.

Pre-Approval of Auditing Services and Permitted Non-Audit Services

        SCANA's Audit Committee Charter requires the Audit Committee to pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed by the independent registered public accounting firm. Pursuant to a policy adopted by the Audit Committee, its Chairman may pre-approve the rendering of services on behalf of the Audit Committee. Decisions by the Chairman to pre-approve the rendering of services are presented to the Audit Committee for approval at its next scheduled meeting.

Independent Registered Public Accounting Firm's Fees

        The following table sets forth the aggregate fees billed to SCANA and its subsidiaries for the fiscal years ended December 31, 2009 and 2008 by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu and their respective affiliates.

 
  2009   2008  

Audit Fees(1)

  $ 2,371,265   $ 2,458,816  

Audit Related Fees(2)

  $ 101,500   $ 100,079  

Tax Fees

         

All Other Fees

         
           

Total Fees

  $ 2,472,765   $ 2,558,895  
(1)
Fees for Audit Services billed for 2009 and 2008 consisted of audits of annual financial statements, comfort letters, statutory and regulatory audits, consents and other services related to Securities and Exchange Commission filings, and accounting research.

(2)
Fees primarily for employee benefit plan audits.

        In 2009 and 2008, all of the Audit Fees and Audit Related Fees were approved by the Audit Committee.

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OTHER INFORMATION


Section 16(a) Beneficial Ownership Reporting Compliance

        The rules of the Securities and Exchange Commission require that we disclose late filings of reports of beneficial ownership and changes in beneficial ownership by our directors, executive officers and greater than 10% beneficial owners. To our knowledge, based solely on a review of Forms 3, 4 and 5 and amendments to such forms furnished to us and written representations made to us, all filings on behalf of such persons were made on a timely basis in 2009.

Shareholder Proposals and Nominations

        In order to be considered for inclusion in our proxy statement and proxy card for the 2011 Annual Meeting, a shareholder proposal must be received at the principal office of SCANA Corporation, c/o Corporate Secretary, 220 Operation Way, Mail Code D133, Cayce, South Carolina 29033, by November 26, 2010. Securities and Exchange Commission rules contain standards for determining whether a shareholder proposal is required to be included in a proxy statement.

        Under our bylaws, any shareholder who intends to present a proposal or nominate an individual to serve as a director at the 2011 Annual Meeting must notify us no later than November 26, 2010 of his intention to present the proposal or make the nomination. The shareholder also must comply with the other requirements in the bylaws. Any shareholder may request a copy of the relevant bylaw provision by writing to the Office of the Corporate Secretary, SCANA Corporation, 220 Operation Way, Mail Code D133, Cayce, South Carolina 29033.

Expenses of Solicitation

        This solicitation of proxies is being made by our Board of Directors. We pay the cost of preparing, assembling and mailing this proxy soliciting material, including certain expenses of brokers and nominees who mail proxy material to their customers or principals. We have retained Laurel Hill Advisory Group, LLC, 100 Wall Street, 22nd Floor, New York, New York 10005, to assist in the solicitation of proxies for the 2010 Annual Meeting at a fee of $7,500, plus associated costs and expenses.

        In addition to the use of the mail, proxies may be solicited personally, by telephone, by email or other electronic means by our officers and employees without additional compensation.

View Proxy Statements and Annual Report Information Through the Internet

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR
SHAREHOLDER MEETING TO BE HELD ON MAY 6, 2010:

The Proxy Statement, Notice of Annual Meeting, Annual Financial Statements, and Management's
Discussion and Analysis and Related Annual Report Information are available through the Internet at
www.scana.com under the caption "Investor Relations — Financial Reports — Proxy Statements."

SCANA shareholders may view proxy statements and annual report information at this website.
If you choose to view proxy materials through the Internet, you may incur costs, such as
telephone and Internet access charges, for which you will be responsible.

Availability of Form 10-K

        We have filed with the Securities and Exchange Commission our Annual Report on Form 10-K for the fiscal year ended December 31, 2009. A copy of the Form 10-K, including the financial statements and financial statement schedules and a list of exhibits, will be provided without charge to each shareholder to whom this proxy statement is delivered upon our receipt of a written request from such shareholder. The exhibits to the Form 10-K also will be provided upon request and payment of copying charges. Requests for the Form 10-K should be directed to:

    Emily (Betty) Elizabeth Best
    Director-Investor Relations
    SCANA Corporation
    220 Operation Way, Mail Code B124
    Cayce, South Carolina 29033

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Incorporation by Reference

        We file various documents with the Securities and Exchange Commission, some of which incorporate information by reference. This means that information we have previously filed with the Securities and Exchange Commission should be considered as part of the filing.

        Neither the Compensation Committee Report nor the Audit Committee Report shall be deemed to be filed with the Securities and Exchange Commission or incorporated by reference into any of our filings under the Securities Exchange Act of 1934 or the Securities Act of 1933, unless specifically incorporated by reference therein.

References to Our Website Address

        References to our website address throughout this Proxy Statement and the accompanying materials are for informational purposes only, or to fulfill specific disclosure requirements of the Securities and Exchange Commission's rules or the New York Stock Exchange Listing Standards. These references are not intended to, and do not, incorporate the contents of our website by reference into this Proxy Statement or the accompanying materials.

Directions to the Annual Meeting

From Charlotte:

Take I-77 South to Exit 9-A (Garners Ferry Road)

Follow the exit onto Garners Ferry Road under I-77. East Exchange Place is the first right turn off Garners Ferry Road immediately past Jim Hudson Automotive Company

Follow to Leaside at end of East Exchange Place. The parking lot is located in front of the building.

From Charleston:

Take I-26 to I-77 North toward Charlotte

Take Exit 9-A and turn right at traffic light onto Garners Ferry Road. East Exchange Place is the first right turn off Garners Ferry Road immediately past Jim Hudson Automotive Company

Follow to Leaside at end of East Exchange Place. The parking lot is located in front of the building

From Greenville:

Take I-26 East toward Columbia/Charleston

Take Exit 116 onto I-77 North toward Charlotte

Take Exit 9-A and turn right at traffic light onto Garners Ferry Road. East Exchange Place is the first right turn off Garners Ferry Road immediately past Jim Hudson Automotive Company

Follow to Leaside at end of East Exchange Place. The parking lot is located in front of the building

From Downtown (Columbia):

Take US 378/76 East (Devine Street/Garners Ferry Road) past the Veterans Administration Hospital and under I-77 overpass. East Exchange Place is the first right turn off Garners Ferry Road immediately past Jim Hudson Automotive Company

Follow to Leaside at end of East Exchange Place. The parking lot is located in front of the building

Tickets to the Annual Meeting

        An admission ticket or proof of share ownership as of the record date is required to attend the 2010 Annual Meeting. If you plan to use the admission ticket, please remember to detach it from your proxy card before mailing your proxy card. If you forget to bring the admission ticket, you will be admitted to the meeting only if you are listed as a shareholder of record as of the close of business on March 17, 2010 and bring proof of identification. If you hold your shares through a stockbroker or other nominee, you must provide proof of ownership by bringing

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either a copy of the voting instruction card provided by your broker or a brokerage statement showing your share ownership as of March 17, 2010.

        If you are a shareholder of record and your shares are owned jointly and you need an additional ticket, you should contact the Corporate Secretary, SCANA Corporation, 220 Operation Way, Mail Code D133, Cayce, South Carolina 29033, or call 803-217-7568.

SCANA CORPORATION
SIGNATURE

Gina Champion
Corporate Secretary
March 26, 2010

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EXHIBIT A


SCANA Corporation
Long-Term Equity Compensation Plan
As Amended and Restated
(including amendments through December 31, 2009)

Contents

   

Article   1. Establishment, Objectives, and Duration

  A-2

Article   2. Definitions

  A-2

Article   3. Administration

  A-5

Article   4. Shares Subject to the Plan and Maximum Awards

  A-5

Article   5. Eligibility and Participation

  A-6

Article   6. Stock Options

  A-6

Article   7. Stock Appreciation Rights

  A-7

Article   8. Restricted Stock

  A-8

Article   9. Performance Units and Performance Shares

  A-10

Article 10. Performance Measures

  A-11

Article 11. Beneficiary Designation

  A-11

Article 12. Rights of Employees

  A-11

Article 13. Change in Control

  A-12

Article 14. Amendment, Modification, and Termination

  A-12

Article 15. Withholding

  A-12

Article 16. Indemnification

  A-13

Article 17. Successors

  A-13

Article 18. Legal Construction

  A-13

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SCANA Corporation
Long-Term Equity Compensation Plan

(including amendments through December 31, 2009)

Article 1. Establishment, Objectives and Duration

        1.1    Establishment of the Plan.    SCANA Corporation, a South Carolina corporation (hereinafter referred to as "SCANA"), hereby establishes an incentive compensation plan to be known as the "SCANA Corporation Long-Term Equity Compensation Plan" (hereinafter referred to as the "Plan"), as set forth in this document. The Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units.

        The Plan originally became effective January 1, 2000 and was subsequently amended and restated effective as of January 1, 2005 (the "Effective Date"). As of January 1, 2009, the Plan was amended and restated to comply with the requirements of Code Section 409A. On December 31, 2009, the Plan was further amended to clarify the Change in Control provisions and to make certain additional administrative changes and shall remain in effect as provided in Section 1.3 hereof.

        1.2    Objectives of the Plan.    The objectives of the Plan are to optimize the profitability and growth of the Company through long-term incentives which are consistent with the Company's goals and which link the personal interests of Participants to those of SCANA's shareholders; to provide Participants with an incentive for excellence in individual performance; and to promote teamwork among Participants.

        The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of Participants who make significant contributions to the Company's success and to allow Participants to share in the success of the Company.

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

        1.3    Duration of the Plan.    The Plan shall commence on the Effective Date, as described in Section 1.1 hereof, and shall remain in effect, subject to the right of the Committee to amend or terminate the Plan at any time pursuant to Article 14 hereof, until the earlier of January 1, 2015 or until all Shares subject to it shall have been purchased or acquired according to the Plan's provisions. However, in no event may an Award be granted under the Plan more than ten (10) years after the Effective Date of the Plan.

Article 2. Definitions

        Whenever used in the Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of the word shall be capitalized:

        2.1      "Award" means, individually or collectively, a grant under this Plan of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units.

        2.2      "Award Agreement" means an agreement entered into by SCANA and each Participant setting forth the terms and provisions applicable to Awards granted under this Plan.

        2.3      "Beneficial Owner" or "Beneficial Ownership" shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

        2.4      "Board" or "Board of Directors" means the Board of Directors of SCANA.

        2.5      "Change in Control" means a change in control of SCANA 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,

A-2


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whether or not SCANA is then subject to such reporting requirement; provided that, without limitation, such a Change in Control shall be deemed to have occurred if:

      (a)    Any Person 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 SCANA;

      (b)    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 SCANA's shareholders 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;

      (c)    The consummation of a merger or consolidation of SCANA with any other corporation, other than a merger or consolidation which would result in the voting shares of capital stock of SCANA 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 SCANA or such surviving entity outstanding immediately after such merger or consolidation; or the shareholders of SCANA approve a plan of complete liquidation of SCANA or an agreement for the sale or disposition by SCANA of all or substantially all of SCANA's assets; or

      (d)    The consummation of the sale of the stock of any subsidiary of SCANA designated by the Board as a "Material Subsidiary;" or the shareholders of SCANA approve a plan of complete liquidation of a Material Subsidiary or an agreement for the sale or disposition by SCANA of all or substantially all of the assets of a Material Subsidiary; provided that any event described in this subsection shall represent a Change in Control only with respect to a Participant who has been exclusively assigned to the affected Material Subsidiary.

        2.6      "Code" means the Internal Revenue Code of 1986, as amended from time to time.

        2.7      "Committee" means any committee appointed by the Board to administer Awards to Employees, as specified in Article 3 herein. Any such committee shall be comprised entirely of Directors who satisfy the "outside director" requirements of Code Section 162(m) and who are "Non-Employee Directors" as defined in Rule 16b-3 under the Exchange Act.

        2.8      "Company" means SCANA and all of its Subsidiaries.

        2.9      "Covered Employee" means a Participant who, as of the date of vesting and/or payout of an Award, as applicable, is one of the group of "covered employees," as defined in the regulations promulgated under Code Section 162(m), or any successor statute.

        2.10    "Director" means any individual who is a member of the Board of Directors of SCANA; provided, however, that any Director who is employed by the Company shall be considered an Employee under the Plan.

        2.11    "Disability" shall have the meaning ascribed to such term in the Participant's governing long-term disability plan, or if no such plan exists, by the Committee.

        2.12    "Effective Date" shall have the meaning ascribed to such term in Section 1.1 hereof.

        2.13    "Employee" means any employee of the Company. Directors who are employed by the Company shall be considered Employees under this Plan.

        2.14    "Eligible Employee" means an Employee who is anticipated to be a significant contributor to the success of the Company as determined by the Committee upon or without the recommendation of officers of the Company.

        2.15    "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.

        2.16    "Fair Market Value" shall be determined on the basis of the opening sale price on the principal securities exchange on which the Shares are traded or, if there is no such sale on the relevant date, then on the

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last previous day on which a sale was reported, except that as to the "cashless" exercise of Nonqualified Stock Options pursuant to Section 6.6 of the Plan, the "Fair Market Value" of Shares for determining the compensation amount recognized by the Participant shall be the actual trade price on the principal securities exchange of Shares sold to provide cash to Participants.

        2.17    "Freestanding SAR" means an SAR that is granted independently of any Options, as described in Article 7 herein.

        2.18    "Incentive Stock Option" or "ISO" means an option to purchase Shares granted under Article 6 herein and which is designated as an Incentive Stock Option and which is intended to meet the requirements of Code Section 422.

        2.19    "Nonqualified Stock Option" or "NQSO" means an option to purchase Shares granted under Article 6 herein and which is not intended to meet the requirements of Code Section 422.

        2.20    "Option" means an Incentive Stock Option or a Nonqualified Stock Option, as described in Article 6 herein.

        2.21    "Option Price" means the price at which a Share may be purchased by a Participant pursuant to an Option.

        2.22    "Participant" means an Eligible Employee who has been selected to receive an Award or who has outstanding an Award granted under the Plan.

        2.23    "Performance-Based Exception" means the performance-based exception from the tax deductibility limitations of Code Section 162(m).

        2.24    "Performance Share" means an Award granted to a Participant, as described in Article 9 herein, that shall have an initial value equal to the Fair Market Value of a Share on the date of grant.

        2.25    "Performance Unit" means an Award granted to a Participant, as described in Article 9 herein, that shall have an initial value that is established by the Committee on the date of grant.

        2.26    "Period of Restriction" means the period during which the transfer of Shares of Restricted Stock is limited in some way (based on the passage of time, the achievement of performance goals, or the occurrence of other events as determined by the Committee, at its discretion), or the vesting of RSUs is subject to the continuation of the recipient's employment with the Company, and the Shares and/or RSUs are subject to a substantial risk of forfeiture, as provided in Articles 8 and 8A herein.

        2.27    "Person" shall have the meaning ascribed to such term 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) thereof.

        2.28    "Restricted Stock" means an Award granted to a Participant pursuant to Article 8 herein.

        2.29    "Restricted Stock Unit" or "RSU" means an Award granted to a Participant pursuant to Article 8A herein that represents a notional investment equivalent to one Share and, as such, a Participant does not acquire any form of voting or other right attributable to an actual Share.

        2.30    "Retirement" shall have the meaning ascribed to such term in the SCANA Corporation Retirement Plan, except as otherwise provided in an Award.

        2.31    "Shares" means the shares of common stock of SCANA.

        2.32    "Separation from Service" means a termination of employment or other separation from service as described in Code Section 409A and the regulations thereunder.

        2.33    "Specified Employee" shall mean a person identified in accordance with procedures adopted by the Committee that reflect the requirements of Code Section 409A(a)(2)(B)(i) and applicable guidance thereunder.

        2.34    "Stock Appreciation Right" or "SAR" means an Award, granted alone or in connection with a related Option, designated as an SAR, pursuant to the terms of Article 7 herein.

        2.35    "Subsidiary" means any corporation, partnership, joint venture, or other entity in which SCANA has a majority voting interest.

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        2.36    "Tandem SAR" means an SAR that is granted in connection with a related Option pursuant to Article 7 herein, the exercise of which shall require forfeiture of the right to purchase a Share under the related Option (and when a Share is purchased under the Option, the Tandem SAR shall similarly be canceled).

Article 3. Administration

        3.1    General.    The Plan shall be administered by the Committee. The members of the Committee shall be appointed from time to time by, and shall serve at the discretion of, the Board of Directors. The Committee shall have the authority to delegate administrative duties to officers of the Company.

        3.2    Authority of the Committee.    Except as limited by law or by the Articles of Incorporation or bylaws of SCANA, and subject to the provisions herein, the Committee shall have full power to select Eligible Employees who shall participate in the Plan; determine the sizes and types of Awards; determine the terms and conditions of Awards in a manner consistent with the Plan; construe and interpret the Plan and any agreement or instrument entered into under the Plan; establish, amend, or waive rules and regulations for the Plan's administration; and (subject to the provisions of Article 14 herein) amend the terms and conditions of any outstanding Award as provided in the Plan. Further, the Committee shall make all other determinations which may be necessary or advisable for the administration of the Plan.

        3.3    Decisions Binding.    All determinations and decisions made by the Committee pursuant to the provisions of the Plan and all related orders and resolutions of the Committee shall be final, conclusive and binding on all persons, including SCANA, its shareholders, Directors, Eligible Employees, Participants and their estates and beneficiaries.

Article 4. Shares Subject to the Plan and Maximum Awards

        4.1    Number of Shares Available for Grants.    Subject to adjustment as provided in Section 4.2 herein, the number of Shares hereby reserved for issuance to Participants under the Plan shall be five million (5,000,000), no more than one million (1,000,000) of which may be granted in the form of Restricted Stock. The following rules shall apply to grants of Awards under the Plan:

    (a)
    Stock Options: The maximum aggregate number of Shares that may be granted in the form of Stock Options, pursuant to any Award granted in any one fiscal year to any one single Participant shall be three hundred thousand (300,000) Shares.

    (b)
    SARs: The maximum aggregate number of Shares that may be granted in the form of Stock Appreciation Rights, pursuant to any Award granted in any one fiscal year to any one single Participant shall be three hundred thousand (300,000) Shares.

    (c)
    Restricted Stock: The maximum aggregate grant with respect to Awards of Restricted Stock granted in any one fiscal year to any one Participant shall be one hundred fifty thousand (150,000) Shares.

    (d)
    Performance Shares: The maximum aggregate payout (determined as of the end of the applicable performance period) with respect to Awards of Performance Shares granted in any one fiscal year to any one Participant shall be equal to the value of two hundred thousand (200,000) Shares.

    (e)
    Performance Units: The maximum aggregate payout (determined as of the end of the applicable performance period) with respect to Awards of Performance Units granted in any one fiscal year to any one Participant shall be equal to the value of one million dollars ($1,000,000).

    (f)
    Restricted Stock Units: The maximum aggregate payout (determined as of the date of grant) with respect to Awards of Restricted Stock Units granted in any one fiscal year to any one Participant shall be equal to the value of one hundred fifty thousand (150,000) Shares; provided, however, that the maximum aggregate grant of Restricted Stock and Restricted Stock Units for any one fiscal year shall be coordinated so that in no event shall any one Participant be awarded more than the value of one hundred fifty thousand (150,000) Shares taking into account all such grants.

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        4.2    Adjustments for Awards and Payouts.    Unless determined otherwise by the Committee, the following Awards and Payouts shall reduce, on a one-for-one basis, the number of Shares available for issuance under the Plan:

    (a)
    An Award of an Option;

    (b)
    An Award of an SAR (except a Tandem SAR);

    (c)
    An Award of Restricted Stock;

    (d)
    A payout of a Performance Share Award in Shares; and

    (e)
    A payout of a Performance Unit Award in Shares.

        Unless determined otherwise by the Committee, unless a Participant has received a benefit of ownership such as dividend or voting rights with respect to the Award, the following transactions shall restore, on a one-for-one basis, the number of Shares available for issuance under the Plan:

    (a)
    A payout of an SAR, Tandem SAR, or Restricted Stock Award in the form of cash; and

    (b)
    A cancellation, termination, expiration, forfeiture or lapse for any reason (with the exception of the termination of a Tandem SAR upon exercise of the related Options, or the termination of a related Option upon exercise of the corresponding Tandem SAR) of any Award payable in Shares.

        4.3    Adjustments in Authorized Shares.    In the event of any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of SCANA, any reorganization (whether or not such reorganization comes within the definition of such term in Code Section 368) or any partial or complete liquidation of SCANA, such adjustment shall be made in the number and class of Shares which may be delivered under Section 4.1, in the number and class of and/or price of Shares subject to outstanding Awards granted under the Plan, and in the Award limits set forth in Section 4.1, as may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights; provided, however, that the number of Shares subject to any Award shall always be a whole number.

Article 5. Eligibility and Participation

        5.1    Eligibility.    Persons eligible to participate in this Plan are those Employees who are designated Eligible Employees by the Committee. In no event, however, shall any ISOs be granted to any person who owns more than 10% of the total combined voting power of all classes of stock of SCANA.

        5.2    Actual Participation.    Subject to the provisions of the Plan, the Committee may, from time to time, select in its sole and broad discretion, upon or without the recommendation of officers of the Company, from all Eligible Employees, those to whom Awards shall be granted and shall determine the nature and amount of each Award.

Article 6. Stock Options

        6.1    Grant of Options.    Subject to the terms and provisions of the Plan, Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee.

        6.2    Award Agreement.    Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the duration of the Option, the number of Shares to which the Option pertains, and such other provisions as the Committee shall determine. The Award Agreement also shall specify whether the Option is intended to be an ISO within the meaning of Code Section 422, or an NQSO whose grant is intended not to fall under the provisions of Code Section 422.

        6.3    Option Price.    The Option Price for each grant of an Option under this Plan shall be at least equal to one hundred percent (100%) of the Fair Market Value of a Share on the date the Option is granted.

        6.4    Duration of Options.    Each Option granted to a Participant shall expire at such time as the Committee shall determine at the time of grant; provided, however, that no Option shall be exercisable later than the tenth (10th) anniversary date of its grant.

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        6.5    Exercise of Options.    Options granted under this Article 6 shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which need not be the same for each grant or for each Participant.

        6.6    Payment.    Options granted under this Article 6 shall be exercised by the delivery of a written notice of exercise to SCANA, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares.

        The Option Price upon exercise of any Option shall be payable to SCANA in full either: (a) in cash or its equivalent, or (b) if permitted by the Award Agreement, by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price), or (c) if permitted by the Award Agreement, by a combination of (a) and (b).

        The Committee also may allow cashless exercise as permitted under the Federal Reserve Board's Regulation T, subject to applicable securities law restrictions, or by any other means which the Committee determines to be consistent with the Plan's purpose and applicable law.

        Subject to any governing rules or regulations, as soon as practicable after receipt of a written notification of exercise and full payment, SCANA shall deliver to the Participant, in the Participant's name, certificates evidencing the number of Shares purchased under the Option(s).

        6.7    Restrictions on Share Transferability.    The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted under this Article 6 as it may deem advisable, including, without limitation, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such Shares.

        6.8    Termination of Employment.    Each Participant's Option Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the Option following termination of the Participant's employment with the Company with the exception of a termination of employment that occurs after a Change in Control, which is controlled by Section 13.1. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Options issued pursuant to this Article 6, and may reflect distinctions based on the reasons for termination.

    6.9 Nontransferability of Options.

        (a)    Incentive Stock Options.    No ISO granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, all ISOs granted to a Participant under the Plan shall be exercisable during his or her lifetime only by such Participant.

        (b)    Nonqualified Stock Options.    No NQSO granted under this Article 6 may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further all NQSOs granted to a Participant under this Article 6 shall be exercisable during his or her lifetime only by such Participant.

Article 7. Stock Appreciation Rights

        7.1    Grant of SARs.    Subject to the terms and conditions of the Plan, SARs may be granted to Participants at any time and from time to time as shall be determined by the Committee. The Committee may grant Freestanding SARs, Tandem SARs or any combination of these forms of SAR.

        The Committee shall have complete discretion in determining the number of SARs granted to each Participant (subject to Article 4 herein) and, consistent with the provisions of the Plan, in determining the terms and conditions pertaining to such SARs.

        The grant price of a Freestanding SAR shall equal the Fair Market Value of a Share on the date of grant of the SAR. The grant price of Tandem SARs shall equal the Option Price of the related Option.

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        7.2    Exercise of Tandem SARs.    Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option. A Tandem SAR may be exercised only with respect to the Shares for which its related Option is then exercisable.

        Notwithstanding any other provision of this Plan to the contrary, with respect to a Tandem SAR granted in connection with an ISO: (i) the Tandem SAR will expire no later than the expiration of the underlying ISO; (ii) the value of the payout with respect to the Tandem SAR may be for no more than one hundred percent (100%) of the difference between the Option Price of the underlying ISO and the Fair Market Value of the Shares subject to the underlying ISO at the time the Tandem SAR is exercised; and (iii) the Tandem SAR may be exercised only when the Fair Market Value of the Shares subject to the ISO exceeds the Option Price of the ISO.

        7.3    Exercise of Freestanding SARs.    Freestanding SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes upon them.

        7.4    SAR Agreement.    Each SAR grant shall be evidenced by an Award Agreement that shall specify the grant price, the term of the SAR, and such other provisions as the Committee shall determine.

        7.5    Term of SARs.    The term of an SAR granted under the Plan shall be determined by the Committee, in its sole discretion; provided, however, that such term shall not exceed ten (10) years.

        7.6    Payment of SAR Amount.    Upon exercise of an SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying:

    (a)
    The difference between the Fair Market Value of a Share on the date of exercise over the grant price; by

    (b)
    The number of Shares with respect to which the SAR is exercised.

        At the discretion of the Committee, the payment upon SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof. The Committee's determination regarding the form of SAR payout shall be set forth in the Award Agreement pertaining to the grant of the SAR.

        7.7    Termination of Employment.    Each SAR Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the SAR following termination of the Participant's employment with the Company with the exception of a termination of employment that occurs after a Change in Control, which is controlled by Section 13.1. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with Participants, need not be uniform among all SARs issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination.

        7.8    Nontransferability of SARs.    No SAR granted under the Plan may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, all SARs granted to a Participant under the Plan shall be exercisable during his or her lifetime only by such Participant.

Article 8. Restricted Stock

        8.1    Grant of Restricted Stock.    Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock to Participants in such amounts as the Committee shall determine.

        8.2    Restricted Stock Agreement.    Each Restricted Stock grant shall be evidenced by a Restricted Stock Award Agreement that shall specify the Period(s) of Restriction, the number of Shares of Restricted Stock granted, and such other provisions as the Committee shall determine.

        8.3    Nontransferability.    Except as provided in this Article 8, the Shares of Restricted Stock granted herein may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the end of the applicable Period of Restriction established by the Committee and specified in the Restricted Stock Award Agreement, or upon earlier satisfaction of any other conditions, as specified by the Committee in its sole discretion and set forth in the Restricted Stock Award Agreement. All rights with respect to the Restricted Stock granted to a Participant under the Plan shall be available during his or her lifetime only to such Participant for the Period of Restriction.

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        8.4    Other Restrictions.    Subject to Article 10 herein, the Committee shall impose such other conditions and/or restrictions on any Shares of Restricted Stock granted pursuant to the Plan as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock, restrictions based upon the achievement of specific performance goals (Company-wide, divisional, and/or individual), time-based restrictions on vesting following the attainment of the performance goals, and/or restrictions under applicable federal or state securities laws.

        The Company may retain the certificates representing Shares of Restricted Stock in the Company's possession until such time as all conditions and/or restrictions applicable to such Shares have been satisfied.

        Except as otherwise provided in this Article 8, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan shall become freely transferable by the Participant after the last day of the applicable Period of Restriction.

        8.5    Voting Rights.    Participants holding Shares of Restricted Stock granted hereunder may be granted the right to exercise full voting rights with respect to those Shares during the Period of Restriction.

        8.6    Dividends and Other Distributions.    During the Period of Restriction, Participants holding Shares of Restricted Stock granted hereunder may be credited with regular cash dividends with respect to such Shares or the Committee may apply any restrictions to the crediting of dividends that the Committee deems appropriate. Without limiting the generality of the preceding sentence, if the grant or vesting of Restricted Stock granted to a Covered Employee is designed to comply with the requirements of the Performance-Based Exception, the Committee may apply any restrictions it deems appropriate to the crediting of dividends declared with respect to such Restricted Stock, such that the dividends and/or the Restricted Stock maintain eligibility for the Performance-Based Exception. Notwithstanding anything to the contrary herein, dividends accrued on Restricted Stock will only be paid if the Restricted Stock vests.

        8.7    Termination of Employment.    Each Restricted Stock Award Agreement shall set forth the extent to which the Participant shall have the right to receive nonvested Restricted Stock following termination of the Participant's employment with the Company with the exception of a termination of employment that occurs after a Change in Control, which is controlled by Section 13.1. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Shares of Restricted Stock issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination; provided, however that, except in the cases of terminations connected with a Change in Control and terminations by reason of death or Disability, the vesting of Shares of Restricted Stock which qualify for the Performance-based Exception and which are held by Covered Employees shall occur at the time they otherwise would have, but for the termination.

Article 8A. Restricted Stock Units

        8A.1 Grant of Restricted Stock Units.    Subject to the terms of the Plan, RSUs may be granted to Participants in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee.

        8A.2 Restricted Stock Unit Agreement.    Each RSU grant shall be evidenced by a Restricted Stock Unit Award Agreement that shall specify the Period(s) of Restriction, the number of RSUs granted, and such other provisions as the Committee shall determine.

        8A.3 Value of Restricted Stock Unit.    Each RSU shall have a value that is equal to the Fair Market Value of a Share on the date of grant.

        8A.4 Vesting of Restricted Stock Units.    Subject to Section 13.1, unless the Award Agreement provides otherwise, RSUs shall vest 100% upon the third anniversary of the grant date. Except as otherwise provided in Article 8A.7 below, if the RSUs have not fully vested as of the date the employment of a Participant has been terminated, the RSUs shall be forfeited.

        8A.5 Form and Timing of Payment of Restricted Stock Units.    Payment of RSUs shall be made in a single lump sum cash payment as soon as administratively practicable after the vesting date under Article 8A.4 or as

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otherwise determined under Section 8A.7 below. The amount of such payment shall be equal to the Fair Market Value of the RSUs on the vesting date.

        8A.6 Dividend Equivalents.    Each RSU shall be credited with an amount equal to the dividends paid on a Share between the date of grant and the date such RSU is paid to the Participant (if at all). Dividend equivalents shall vest, if at all, upon the same terms and conditions governing the vesting of RSUs under the Plan. Payment of the dividend equivalent shall be made at the same time as payment of the RSU and shall be made without interest or other adjustment. If the RSU is forfeited, the Participant shall have no right to dividend equivalents.

        8A.7 Separation from Service Due to Death, Disability, or Retirement.    In the event the employment of a Participant is terminated by reason of the Participant's Separation from Service on account of death, Disability, or Retirement, prior to the date on which the RSUs would otherwise have vested under Article 8A.4, the RSUs shall immediately vest and payment of such RSUs (together with any dividend equivalents under Article 8A.6) shall be made in a single lump sum cash payment as soon as practicable thereafter; provided that, if the Participant is a Specified Employee, any such payment shall be deferred until the earlier of (i) the first day of the seventh month following the Participant's Separation from Service (without regard to whether the Participant is reemployed on that date) or (ii) the date of the Participant's death.

        8A.8 Nontransferability.    RSUs may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

Article 9. Performance Units and Performance Shares

        9.1    Grant of Performance Units/Shares.    Subject to the terms of the Plan, Performance Units, and/or Performance Shares may be granted to Participants in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee.

        9.2    Value of Performance Units/Shares.    Each Performance Unit shall have an initial value that is established by the Committee at the time of grant. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the date of grant. The Committee shall set performance goals in its discretion which, depending on the extent to which they are met, will determine the number and/or value of Performance Units/Shares that will be paid out to the Participant. For purposes of this Article 9, the time period during which the performance goals must be met shall be called a "Performance Period."

        9.3    Earning of Performance Units/Shares.    Subject to the terms of this Plan, after the applicable Performance Period has ended, the holder of Performance Units/Shares shall be entitled to receive payout on the number and value of Performance Units/Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance goals have been achieved.

        9.4    Form and Timing of Payment of Performance Units/Shares.    Payment of earned Performance Units/Shares shall be made in a single lump sum following the close of the applicable Performance Period. Subject to the terms of this Plan, the Committee, in its sole discretion, may pay earned Performance Units/Shares in the form of cash or in Shares (or in a combination thereof) which have an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares at the close of the applicable Performance Period. Such Shares may be granted subject to any restrictions deemed appropriate by the Committee.

        At the discretion of the Committee, Participants may be entitled to receive any dividends declared with respect to Shares which have been earned in connection with grants of Performance Shares which have been earned, but not yet distributed to Participants.

        9.5    Separation from Service Due to Death, Disability or Retirement.    In the event a Participant incurs a Separation from Service on account of death, Disability, or Retirement during a Performance Period, the Participant shall receive a payout of the Performance Units/Shares as specified in the Participant's Award Agreement. Notwithstanding the foregoing, with respect to Covered Employees who incur a Separation from Service on account of Retirement during a Performance Period, payments shall be made at the same time as payments are made to Participants who did not terminate employment during the applicable Performance Period.

        9.6    Termination of Employment for Other Reasons.    Subject to Section 13.1, in the event that a Participant's employment terminates for any reason other than those reasons set forth in Section 9.5 herein, all

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Performance Units/Shares shall be forfeited by the Participant to the Company unless determined otherwise by the Committee and set forth in the Participant's Award Agreement.

        9.7    Nontransferability.    Performance Units/Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant's Award Agreement, a Participant's rights under the Plan with respect to Performance Units/Shares shall be exercisable during the Participant's lifetime only by the Participant or the Participant's legal representative.

Article 10. Performance Measures

        Unless and until the Committee proposes for shareholder vote and shareholders approve a change in the general performance measures set forth in this Article 10, the attainment of which may determine the degree of payout and/or vesting with respect to Awards to Covered Employees which are designed to qualify for the Performance-Based Exception, the performance measure(s) to be used for purposes of such grants may be measured at the SCANA level, at a subsidiary level, or at an operating unit level and shall be chosen from among:

    (a)
    Earnings per share;

    (b)
    Return measures (including, but not limited to, return on assets, equity, or sales);

    (c)
    Cash flow return on investments which equals net cash flow divided by owners equity;

    (d)
    Earnings before or after taxes;

    (e)
    Gross revenues; and

    (f)
    Share price (including, but not limited to, growth measures and total shareholder return).

        The Committee shall have the discretion to adjust the determinations of the degree of attainment of the pre-established performance goals; provided, however, that Awards which are designed to qualify for the Performance-Based Exception, and which are held by a Covered Employee, may not be adjusted upward (the Committee shall retain the discretion to adjust such Awards downward).

        In the event that applicable tax and/or securities laws change to permit the Committee discretion to alter the governing performance measures without obtaining shareholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining shareholder approval. In addition, in the event that the Committee determines that it is advisable to grant Awards which shall not qualify for the Performance-Based Exception, the Committee may make such grants without satisfying the requirements of Code Section 162(m).

        In the case of any Award which is granted subject to the condition that a specified performance measure be achieved, no payment under such Award shall be made prior to the time that the Committee certifies in writing that the performance measure has been satisfied. For this purpose, approved minutes of the Committee meeting at which the certification is made will be treated as a written certification. No such certification is required, however, in the case of an Award that is based solely on an increase in the value of a Share from the date such Award was made.

Article 11. Beneficiary Designation

        Each Participant under the Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Company during the Participant's lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant's death shall be paid to the Participant's estate.

Article 12. Rights of Employees

        12.1    Employment.    Nothing in the Plan shall interfere with or limit in any way the right of the Company to terminate any Participant's employment at any time, nor confer upon any Participant any right to continue in the employ of the Company.

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        12.2    Participation.    No Eligible Employee shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to be selected to receive a future Award.

Article 13. Change in Control

        13.1    Outstanding Awards.    Upon the occurrence of a Change in Control, the treatment of any Awards shall be addressed in the Participant's Award Agreement.

        13.2    Termination, Amendment, and Modifications of Change-in-Control Provisions.    Notwithstanding any other provision of this Plan (but subject to the limitations of Section 14.3 hereof), the provisions of this Article 13 and the "change in control" provisions of any Award Agreement may not be terminated, amended, or modified on or after the date of a Change in Control to affect adversely any Award theretofore granted under the Plan without the prior written consent of the Participant with respect to said Participant's outstanding Awards; provided, however, the Committee may terminate, amend, or modify this Article 13 at any time and from time to time prior to the date of a Change in Control.

Article 14. Amendment, Modification and Termination

        14.1    Amendment, Modification and Termination.    Subject to the terms of the Plan, the Committee may at any time and from time to time, alter, amend, suspend or terminate the Plan in whole or in part for any purpose which the Committee deems appropriate and that is otherwise consistent with Section 409A of the Code; provided, however, no amendment shall without shareholder approval (i) increase the total number of Shares that may be issued under the Plan or the maximum awards thereunder as set forth in Section 4.1; (ii) modify the requirements as to eligibility for benefits under the Plan; or (iii) reduce the exercise price of outstanding Options or SARs or cancel outstanding Options or SARs in exchange for cash, other awards or Options or SARs with an exercise price that is less than the exercise price of the original options or SARs.

        14.2    Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events.    The Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4.3 hereof) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan; provided that, unless the Committee determines otherwise at the time such adjustment is considered, no such adjustment shall be authorized to the extent that such authority would be inconsistent with the Plan's meeting the requirements of Sections 162(m) and 409A of the Code, as from time to time amended.

        14.3    Awards Previously Granted.    Notwithstanding any other provision of the Plan to the contrary (but subject to Section 14.2 hereof), no termination, amendment, or modification of the Plan shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Participant holding such Award.

        14.4    Compliance with Code Section 162(m).    At all times when Code Section 162(m) is applicable, all Awards granted under this Plan to Covered Employees shall comply with the requirements of Code Section 162(m); provided, however, that in the event the Committee determines that such compliance is not desired with respect to any Award or Awards available for grant under the Plan, then compliance with Code Section 162(m) will not be required. In addition, in the event that changes are made to Code Section 162(m) to permit greater flexibility with respect to any Award or Awards available under the Plan, the Committee may, subject to this Article 14 make any adjustments it deems appropriate.

Article 15. Withholding

        15.1    Tax Withholding.    The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Plan.

        15.2    Share Withholding.    With respect to withholding required upon the exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock, or upon any other taxable event arising as a result of Awards granted

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hereunder, Participants may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having SCANA withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could be imposed on the transaction. All such elections shall be irrevocable, made in writing, and signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.

Article 16. Indemnification

        Each person who is or shall have been a member of the Committee, or of the Board, shall be indemnified and held harmless by SCANA against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with SCANA's approval, or paid by him or her in satisfaction of any judgment in any such action, suit or proceeding against him or her, provided he or she shall give SCANA an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under SCANA's Articles of Incorporation or bylaws, as a matter of law, or otherwise, or any power that SCANA may have to indemnify them or hold them harmless.

Article 17. Successors

        All obligations of SCANA under the Plan with respect to Awards granted hereunder shall be binding on any successor to SCANA.

Article 18. Legal Construction

        18.1    Gender and Number.    Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.

        18.2    Severability.    In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

        18.3    Requirements of Law.    The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

        18.4    Securities Law Compliance.    With respect to officers and directors of the Company subject to Section 16 of the Exchange Act, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent any provision of the Plan or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Committee.

        18.5    Governing Law.    To the extent not preempted by federal law, the Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of South Carolina.

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FINANCIAL APPENDIX


Index to Annual Financial Statements, Management's Discussion and Analysis and Related Annual Report Information:    
 
Cautionary Statement Regarding Forward-Looking Information

 

F-1
 
Selected Financial and Other Statistical Data

 

F-2
 
SCANA's Business

 

F-3
 
Management's Discussion and Analysis of Financial Condition and Results of Operations

 

F-4
 
Quantitative and Qualitative Disclosures about Market Risk

 

F-26
 
Report of Independent Registered Public Accounting Firm

 

F-29
 
Consolidated Balance Sheets

 

F-30
 
Consolidated Statements of Income

 

F-32
 
Consolidated Statements of Cash Flows

 

F-33
 
Consolidated Statements of Changes in Common Equity and Comprehensive Income

 

F-34
 
Notes to Consolidated Financial Statements

 

F-35
 
Management Report on Internal Control Over Financial Reporting

 

F-66
 
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

 

F-67
 
Market for Common Equity and Related Stockholder Matters

 

F-68
 
Performance Graph

 

F-69
 
Executive Officers

 

F-72
 
Certifications

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION


        Statements included in this Financial Appendix (or elsewhere herein) which are not statements of historical fact are intended to be, and are hereby identified as, "forward-looking statements" for purposes of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements concerning key earnings drivers, customer growth, environmental regulations and expenditures, leverage ratio, projections for pension fund contributions, financing activities, access to sources of capital, impacts of the adoption of new accounting rules and estimated construction and other expenditures. In some cases, forward-looking statements can be identified by terminology such as "may," "will," "could," "should," "expects," "plans," "anticipates," "believes," "estimates," "projects," "predicts," "potential" or "continue" or the negative of these terms or other similar terminology. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties, and that actual results could differ materially from those indicated by such forward-looking statements. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, but are not limited to, the following:

(1)
the information is of a preliminary nature and may be subject to further and/or continuing review and adjustment;

(2)
regulatory actions, particularly changes in rate regulation, regulations governing electric grid reliability, and environmental regulations;

(3)
current and future litigation;

(4)
changes in the economy, especially in areas served by subsidiaries of SCANA Corporation (SCANA);

(5)
the impact of competition from other energy suppliers, including competition from alternate fuels in industrial interruptible markets;

(6)
growth opportunities for SCANA's regulated and diversified subsidiaries;

(7)
the results of short- and long-term financing efforts, including future prospects for obtaining access to capital markets and other sources of liquidity;

(8)
changes in SCANA's or its subsidiaries' accounting rules and accounting policies;

(9)
the effects of weather, including drought, especially in areas where the generation and transmission facilities of SCANA and its subsidiaries (the Company) are located and in areas served by SCANA's subsidiaries;

(10)
payment by counterparties as and when due;

(11)
the results of efforts to license, site, construct and finance facilities for baseload electric generation;

(12)
the availability of fuels such as coal, natural gas and enriched uranium used to produce electricity; the availability of purchased power and natural gas for distribution; the level and volatility of future market prices for such fuels and purchased power; and the ability to recover the costs for such fuels and purchased power;

(13)
the availability of skilled and experienced human resources to properly manage, operate, and grow the Company's businesses;

(14)
labor disputes;

(15)
performance of SCANA's pension plan assets;

(16)
higher taxes;

(17)
inflation;

(18)
compliance with regulations; and

(19)
the other risks and uncertainties described from time to time in the periodic reports filed by SCANA or its subsidiaries with the United States Securities and Exchange Commission (SEC).

        SCANA disclaims any obligation to update any forward-looking statements.

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SELECTED FINANCIAL DATA


        

 
  (Millions of dollars, except statistics and per share amounts)
 
As of or for the Year Ended December 31,
         2009
         2008
         2007
         2006
         2005
 

Statement of Income Data

                               
 

Operating Revenues

    $4,237     $5,319     $4,621     $4,563     $4,777  
 

Operating Income

    699     710     633     603     436  
 

Other Income (Expense)

    (177 )   (176 )   (153 )   (157 )   (155 )
 

Preferred Stock Dividends

    (9 )   (7 )   (7 )   (7 )   (7 )
 

Income Before Cumulative Effect of Accounting Change

    348     346     320     304     320  
 

Income Available to Common Shareholders

    $348     $346     $320     $310     $320  

Common Stock Data

                               

Weighted Average Number of Common Shares

                               
 

Outstanding (Millions)

    122.1     117.0     116.7     115.8     113.8  
 

Basic and Diluted Earnings Per Share

    $2.85     $2.95     $2.74     $2.68     $2.81  
 

Dividends Declared Per Share of Common Stock

    $1.88     $1.84     $1.76     $1.68     $1.56  

Balance Sheet Data

                               
 

Utility Plant, Net

    $9,009     $8,305     $7,538     $7,007     $6,734  
 

Total Assets

    12,094     11,502     10,165     9,817     9,519  
 

Total Equity

    $3,408     $3,045     $2,960     $2,846     $2,677  
 

Short-term and Long-term Debt

    $4,846     $4,698     $3,852     $3,711     $3,677  

Other Statistics

                               

Electric:

                               
 

Customers (Year-End)

    654,766     649,571     639,258     623,402     609,971  
 

Total sales (Million kWh)

    23,104     24,284     24,885     24,519     25,305  
 

Generating capability-Net MW (Year-End)

    5,611     5,695     5,749     5,749     5,808  
 

Territorial peak demand-Net MW

    4,557     4,789     4,926     4,742     4,820  

Regulated Gas:

                               
 

Customers, excluding transportation (Year-End)

    782,192     774,502     759,336     738,317     716,794  
 

Sales, excluding transportation (Thousand Therms)

    832,931     848,568     823,976     997,173     1,106,526  
 

Transportation customers (Year-End)

    482     474     446     430     365  
 

Transportation volumes (Thousand Therms)

    1,388,096     1,366,675     1,369,684     852,100     707,189  

Retail Gas Marketing:

                               
 

Retail customers (Year-End)

    455,198     459,250     484,565     482,822     479,382  
 

Firm customer deliveries (Thousand Therms)

    347,324     356,288     340,743     335,896     379,913  

Nonregulated interruptible customer deliveries (Thousand Therms)

    1,628,942     1,526,933     1,548,878     1,239,926     1,010,066  

        Significant events affecting historical earnings trends include the following:

        In 2009, Operating Revenues reflects lower market prices for natural gas, which resulted in similar declines in gas purchased for resale within operating expenses. Electric and Regulated Gas statistics reflect sluggish customer growth rates while declines in customer usage reflect the effects of a recession. Retail Gas Marketing experienced a slight reduction in retail customers during the year due to intense competition and the effects of a recession.

        In 2007, Regulated Gas reflects the change in business model of Carolina Gas Transmission Corporation (CGT) from an intrastate supplier of natural gas to a transportation-only, interstate pipeline company in November 2006.

        In 2006, SCANA reduced a litigation accrual by $4.7 million (after-tax) or $.04 per share, upon settlement of litigation arising from the prior sale of the Company's propane business for an amount that was less than had been accrued previously. In addition, SCANA recorded as the cumulative effect of accounting change a gain of $5.8 million (after-tax), or $.05 per share, related to reduced share-based compensation cost upon adoption of related accounting guidance.

        In 2005, SCANA recognized a gain of $4 million (after-tax), or $.03 per share, upon receipt of additional proceeds from the 2003 sale of the Company's investment in ITC Holding Company, Inc. These additional proceeds had been held in escrow pending resolution of certain contingencies.

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SCANA'S BUSINESS


        

Regulated Utilities

        South Carolina Electric & Gas Company (SCE&G) is engaged in the generation, transmission, distribution and sale of electricity to approximately 655,000 customers and the purchase, sale and transportation of natural gas to approximately 310,000 customers (each as of December 31, 2009). SCE&G's business experiences seasonal fluctuations, with generally higher sales of electricity during the summer and winter months because of air conditioning and heating requirements, and generally higher sales of natural gas during the winter months due to heating requirements. SCE&G's electric service territory extends into 24 counties covering nearly 17,000 square miles in the central, southern and southwestern portions of South Carolina. The service area for natural gas encompasses all or part of 35 counties in South Carolina and covers more than 25,000 square miles. More than 3.2 million persons live in the counties where SCE&G conducts its business. Resale customers include municipalities, electric cooperatives, other investor-owned utilities, registered marketers and federal and state electric agencies. Predominant industries served by SCE&G include chemicals, educational services, textile manufacturing, paper products, food products, lumber and wood products, health services, food and retail stores.

        South Carolina Generating Company, Inc. (GENCO) owns Williams Station and sells electricity solely to SCE&G.

        South Carolina Fuel Company, Inc. (Fuel Company) acquires, owns and provides financing for SCE&G's nuclear fuel, fossil fuel and emission allowances.

        Public Service Company of North Carolina, Incorporated (PSNC Energy) purchases, sells and transports natural gas to approximately 473,000 residential, commercial and industrial customers (as of December 31, 2009). PSNC Energy serves 28 franchised counties covering 12,000 square miles in North Carolina. The industrial customers of PSNC Energy include manufacturers and processors of automobiles, pharmaceuticals, biotechnicals, chemicals, ceramics, food products, steel and non-woven textile and kindred products.

        Carolina Gas Transmission Corporation (CGT) operates as an open access, transportation-only interstate pipeline company regulated by the Federal Energy Regulatory Commission (FERC). CGT operates in southeastern Georgia and in South Carolina and has interconnections with Southern Natural at Port Wentworth, Georgia and with Southern LNG, Inc. at Elba Island, near Savannah, Georgia. CGT also has interconnections with Southern Natural in Aiken County, South Carolina, and with Transco in Cherokee and Spartanburg counties, South Carolina. CGT's customers include SCE&G (which uses natural gas for electricity generation and for gas distribution to retail customers), SCANA Energy Marketing, Inc. (SEMI) (which markets natural gas to industrial and sale for resale customers, primarily in the Southeast), other natural gas utilities, municipalities, county gas authorities, and industrial customers primarily engaged in the manufacturing or processing of ceramics, paper, metal, food and textiles.

Nonregulated Businesses

        SEMI markets natural gas primarily in the southeast and provides energy-related risk management services. SCANA Energy, a division of SEMI, sells natural gas to over 455,000 customers (as of December 31, 2009) in Georgia's natural gas market. The Georgia Public Service Commission (GPSC) has selected SCANA Energy to serve as the state's regulated provider until August 31, 2011. Included in the above customer count, SCANA Energy serves over 90,000 customers (as of December 31, 2009) under this regulated provider contract, which includes low-income and high credit risk customers. SCANA Energy's total customer base represents approximately 30% of the 1.5 million customers in Georgia's deregulated natural gas market. SCANA Energy remains the second largest natural gas marketer in the state.

        SCANA Communications, Inc. (SCI) owns and operates a 500-mile fiber optic telecommunications network and data center facilities in South Carolina. Through a joint venture, SCI has an interest in an additional 2,280 miles of fiber in South Carolina, North Carolina and Georgia. SCI also provides tower site construction, management and rental services in the Carolinas.

        ServiceCare, Inc. provides service contracts on home appliances and heating and air conditioning units.

        SCANA Services, Inc. provides administrative, management and other services to SCANA's subsidiaries and business units.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


        

OVERVIEW

        SCANA, through its wholly-owned regulated subsidiaries, is primarily engaged in the generation, transmission, distribution and sale of electricity in parts of South Carolina and in the purchase, transmission and sale of natural gas in portions of North and South Carolina. Through a wholly-owned nonregulated subsidiary, SCANA markets natural gas to retail customers in Georgia and to wholesale customers primarily in the southeast. Other wholly-owned nonregulated subsidiaries provide fiber optic and other telecommunications services and provide service contracts to homeowners on certain home appliances and heating and air conditioning units. A service company subsidiary of SCANA provides administrative, management and other services to SCANA and its subsidiaries.

        The following map indicates areas where the Company's significant business segments conduct their activities, as further described in this overview section.

GRAPHIC

        The following percentages reflect revenues and income available to common shareholders earned by the Company's regulated and nonregulated businesses and the percentage of total assets held by them.

 
  2009
  2008
  2007
 

% of Revenues

                   

Regulated

   
73%
   
65%
   
66%
 

Nonregulated

    27%     35%     34%  

% of Income Available to Common Shareholders

                   

Regulated

    96%     94%     92%  

Nonregulated

    4%     6%     8%  

% of Assets

                   

Regulated

    94%     93%     92%  

Nonregulated

    6%     7%     8%  

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Key Earnings Drivers and Outlook

        During 2009, the southeast continued to suffer from the effects of the recession. At December 31, 2009 preliminary estimates of seasonally adjusted unemployment for the states in which the Company primarily provides service were 10.3% in Georgia, 11.2% in North Carolina and 12.6% in South Carolina. These rates are significantly higher than rates at December 31, 2008. Customer growth rates remained positive, but sluggish, throughout 2009 in most regulated business segments. In addition, the regulated business segments continued to experience declines in customer usage. Our nonregulated natural gas marketer in Georgia experienced a slight reduction in retail customers during the year as intense competition and economic distress continued. The Company expects that any economic recovery will be slow in 2010, and cannot determine when or if customer growth and usage trends may return to pre-2008 levels.

        Over the next five years, key earnings drivers for the Company will be additions to rate base at SCE&G, CGT and PSNC Energy, consisting primarily of capital expenditures for environmental facilities, new generating capacity and system expansion. Other factors that will impact future earnings growth include the regulatory environment, customer growth and usage in each of the regulated utility businesses, earnings in the natural gas marketing business in Georgia and the level of growth of operation and maintenance expenses and taxes.

Electric Operations

        The electric operations segment is comprised of the electric operations of SCE&G, GENCO and Fuel Company, and is primarily engaged in the generation, transmission, distribution and sale of electricity in South Carolina. At December 31, 2009 SCE&G provided electricity to approximately 655,000 customers in an area covering nearly 17,000 square miles. GENCO owns a coal-fired generating station and sells electricity solely to SCE&G. Fuel Company acquires, owns and provides financing for SCE&G's nuclear fuel, fossil fuel and emission allowance requirements.

        Operating results for electric operations are primarily driven by customer demand for electricity, the ability to control costs and rates allowed to be charged to customers. Embedded in the rates charged to customers is an allowed regulatory return on equity. SCE&G's allowed return on equity is 11.0%. Demand for electricity is primarily affected by weather, customer growth and the economy. SCE&G is able to recover the cost of fuel used in electric generation through retail customers' bills, but increases in fuel costs affect electric prices and, therefore, the competitive position of electricity against other energy sources.

        In 2008, SCE&G contracted with Westinghouse Electric Company LLC and Stone & Webster, Inc. for the design and construction of two 1,117-megawatt nuclear electric generating units at the site of V. C. Summer Nuclear Station (Summer Station). SCE&G and South Carolina Public Service Authority (Santee Cooper) will be joint owners and share operating costs and generation output of the units, with SCE&G accounting for 55 percent of the cost and output and Santee Cooper the remaining 45 percent. Assuming timely receipt of federal approvals and construction proceeding as scheduled, the first unit is expected to be completed and in service in 2016, and the second in 2019. The successful completion of the project would result in an increase of the Company's utility plant in service of approximately 58% over its 2009 level. Financing and managing the construction of these plants, together with continuing environmental construction projects, represents a significant challenge to the Company.

        In February 2009, the Public Service Commission of South Carolina (SCPSC) approved SCE&G's combined application pursuant to the Base Load Review Act (the BLRA) seeking a certificate of environmental compatibility and public convenience and necessity and for a base load review order relating to proposed construction and operation by SCE&G and Santee Cooper of two new nuclear generating units at Summer Station. Under the BLRA, the SCPSC conducted a full pre-construction prudency review of the proposed units and the engineering, procurement, and construction contract under which they are being built. The SCPSC prudency finding is binding on all future related rate proceedings so long as the construction proceeds in accordance with schedules, estimates and projections, including contingencies, as approved by the SCPSC. As part of its order, the SCPSC approved the initial rate increase of $7.8 million, or 0.4%, related to recovery of the cost of capital on project expenditures through June 30, 2008, and the revised rates became effective for bills rendered on and after March 29, 2009. In addition, SCE&G is allowed to file revised rates with the SCPSC each year to incorporate the financing cost of any incremental construction work in progress incurred for new nuclear generation. Requested rate adjustments are based on SCE&G's updated cost of debt and capital structure and on an allowed return on common