Registration No.  333-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    Form S-8

                             REGISTRATION STATEMENT

                        Under THE SECURITIES ACT OF 1933


                                SCANA Corporation
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                 South Carolina
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   57-0784499
--------------------------------------------------------------------------------
                     (I.R.S. employer identification number)


                1426 Main Street, Columbia, South Carolina 29201
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)


                  SCANA Corporation Stock Purchase-Savings Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                H. Thomas Arthur
         Senior Vice President, General Counsel and Assistant Secretary
                                SCANA Corporation
                1426 Main Street, Columbia, South Carolina 29201
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (803) 217-8547
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy To:

                               Elizabeth B. Anders
                              McNair Law Firm, P.A.
                               1301 Gervais Street
                                   17th Floor
                               Columbia, SC 29201
                                 (803) 799-9800


<PAGE>




                         CALCULATION OF REGISTRATION FEE

                                    Proposed         Proposed
                                    maximum          maximum
Title of each class    Amount        offering        aggregate       Amount of
 of securities to       to be         price           offering     registration
 be registered(1)    registered    per share(2)       price(2)        fee(2)

   Common Stock
   no par value       5,000,000       $27.45       $137,250,000        $12,627


    (1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
        this registration statement also covers an indeterminate amount of
        interests to be offered or sold pursuant to the employee benefit plan
        described herein.

    (2) Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as
        amended, solely for the purpose of calculating the registration fee
        based on the average of the high and low prices for the Common Stock of
        the registrant as reported on the New York Stock Exchange, Inc.
        Composite Transactions Reporting System on July 29, 2002.








                                     Part II

Item 3.  Incorporation of Documents by Reference

     This registration statement on Form S-8 hereby incorporates the following
documents which are not presented herein:

     1)   Annual  Report  of the  registrant  on Form  10-K for the  year  ended
          December 31, 2001.

     2)   Annual Report of the  registrant's  Stock  Purchase-Savings  Plan (the
          "Plan") for the year ended December 31, 2001 as filed on Form 10-K/A.

     3)   Quarterly  Report of the registrant on Form 10-Q for the quarter ended
          March 31, 2002

     4)   The  registration  statement for Common Stock of the registrant  under
          the  Exchange Act on Form 8-B dated  November 7, 1984,  as amended May
          26, 1995.

     5)   Current Reports on Form 8-K filed on January 24, 2002 and July 29,
          2002.


     All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document that also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

Item 4.   Description of Securities.
               Not Applicable

Item 5.           Interests of Named Experts and Counsel.

    At July 31, 2002, H. Thomas Arthur, Esquire, who is Senior Vice President,
General Counsel and Assistant Secretary, and a full-time employee of the
registrant, owned beneficially 17,092 (and options to purchase 70,930) shares of
the registrant's Common Stock, including shares acquired by the trustee under
the Plan by use of contributions made by Mr. Arthur and earnings thereon, and
including shares purchased by the trustee by use of contributions by the
registrant and earnings thereon.

Item 6. Indemnification of Directors and Officers

     The  South  Carolina   Business   Corporation   Act  of  1988  permits  the
indemnification  of the  Registrant's  directors  and  officers  in a variety of
circumstances,  which may  include  indemnification  for  liabilities  under the
Securities  Act.  Under  Sections  33-8-510,  33-8-550 and 33-8-560 of the South
Carolina  Business  Corporation  Act of 1988, a South  Carolina  corporation  is
authorized  generally  to  indemnify  its  directors  and  officers  in civil or
criminal  actions  if they  acted in good faith and  reasonably  believed  their
conduct  to be in the best  interests  of the  corporation  and,  in the case of
criminal  actions,  had no  reasonable  cause to believe  that the  conduct  was
unlawful. In addition,  the Registrant carries insurance on behalf of directors,
officers,  employees or agents that may cover  liabilities  under the Securities
Act.  The  registrant's  Restated  Articles  of  Incorporation  provide  that no
director of the registrant shall be liable to the registrant or its shareholders
for monetary  damages for breach of his fiduciary  duty as a director  occurring
after  April 26,  1989,  except  for (i) any  breach of the  director's  duty of
loyalty to the  registrant  or its  shareholders,  (ii) acts or omissions not in
good  faith or which  involve  gross  negligence,  intentional  misconduct  or a
knowing  violation of law,  (iii)  certain  unlawful  distributions  or (iv) any
transaction from which the director derived an improper personal benefit.

Item 7. Exemption from Registration Claimed.
     Not Applicable

Item 8. Exhibits

   Exhibits required to be filed with this registration statement are listed in
the Exhibit Index following the signature pages. Certain of such exhibits which
have heretofore been filed with the Securities and Exchange Commission and which
are designated by reference to their exhibit numbers in prior filings are hereby
incorporated herein by reference and made a part hereof. The Registrant
undertakes to submit the Plan, and any future amendments thereto, to the
Internal Revenue Service (the "IRS") in a timely manner and to make all changes
required by the IRS in order to continue to qualify the Plan.

Item 9. Undertakings

The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

     (A)  To  include  any  prospectus  required  by  Section  10(a)  (3) of the
          Securities Act of 1933;

     (B)  To reflect in the  prospectus  any facts or events  arising  after the
          effective  date of the  registration  statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement; and

           (C) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

     PROVIDED,  HOWEVER,  that  clauses  (1)(A)  and  (1)(B) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
clauses  is  contained  in  periodic  reports  filed  with or  furnished  to the
Securities and Exchange  Commission by the Registrant  pursuant to Section 13 or
Section 15(d) of the Securities  Exchange Act of 1934 that are  incorporated  by
reference in this registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and each filing of the
Plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.






<PAGE>







                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Columbia,  State of South Carolina, on this 2nd
day of August 2002.

(REGISTRANT)               SCANA Corporation



By:                        s/W. B. Timmerman
(Name & Title):            W. B. Timmerman, Chairman of the Board, Chief
                           Executive Officer, President and Director

  Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.

  (i) Principal executive officer and director:


By:                        s/W. B. Timmerman
(Name & Title):            W. B. Timmerman, Chairman of the Board,
                           Chief Executive Officer,
                           President and Director
Date:                      August 2, 2002

 (ii) Principal financial officer:


By:                        s/K. B. Marsh
(Name & Title):            K. B. Marsh, Senior Vice President -Finance
                           and Chief Financial Officer
Date:                      August 2, 2002

(iii) Principal accounting officer:


By:                        s/J. E. Swan, IV
(Name & Title):            J. E. Swan, IV, Controller
Date:                      August 2, 2002

(iv) Other directors:

* B. L. Amick, J. A. Bennett, W. B. Bookhart, Jr.,  W. C. Burkhardt,
E. T. Freeman, D. M. Hagood, W. H. Hipp, L. M. Miller,  M. K. Sloan,
G. S. York

* Signed on behalf of each of these persons:


    s/K. B. Marsh
    K. B. Marsh
    (Attorney-in-Fact)


Directors who did not sign:

     H. C. Stowe


<PAGE>




     The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Columbia, State of South
Carolina, on August 2, 2002.


(PLAN)            SCANA Corporation Stock
               Purchase-Savings Plan



By:  (Signature and Title) s/K. B. Marsh
                           -----------------------
                           K. B. Marsh
                           Chairman of the SCANA
                           Corporation Stock Purchase-
                           Savings Plan Committee



                           s/L. E. Cope
                            -----------------------
                           L. E. Cope
                           Member of the SCANA
                           Corporation Stock Purchase-
                           Savings Plan Committee









<PAGE>





                                  EXHIBIT INDEX



Exhibit   Description
No.
--------- ----------------------------------------------------------------------

4.01      Restated Articles of Incorporation of SCANA Corporation as adopted on
          April 26, 1989 (Filed as Exhibit 3-A to Registration Statement  No.
          33-49145 and incorporated by reference herein)

4.02      Articles of Amendment of SCANA Corporation, dated April 27, 1995
          (Filed as Exhibit 4-B to Registration Statement No. 33-62421 and
        incorporated by reference herein)

4.03      ByLaws of  SCANA Corporation as amended and restated on
          December 13, 2001 (Filed as Exhibit 3.01 to Registration Statement
          No. 333-68266)

4.04      SCANA Corporation Stock Purchase-Savings Plan as amended and
          restated from January 1, 1989 to and as of January 1, 2002 (Filed
          herewith)

4.05      Trust Agreement SCANA Corporation Stock Purchase-Savings Plan dated
          January 15, 1999 (Filed as Exhibit 4.05 to Registration Statement No.
          333-87281 and incorporated by reference herein)

5.01      Opinion Re Legality (Filed herewith)

23.01     Consent of Deloitte & Touche LLP (Filed herewith)

23.02     Consent of Deloitte & Touche LLP (Filed herewith)

23.03     Consent of H. Thomas Arthur, II  (Included in his opinion in Exhibit
          5.01)

24.01     Power of Attorney (Filed herewith)




<PAGE>










                                SCANA CORPORATION
                           STOCK PURCHASE-SAVINGS PLAN

                 (As amended and restated from January 1, 1989,
                          to and as of January 1, 2002)


<PAGE>



                                SCANA CORPORATION
                           STOCK PURCHASE-SAVINGS PLAN
                  (As amended and restated from January 1, 1989
                          to and as of January 1, 2002)


                                TABLE OF CONTENTS

Article                                                          Page





ARTICLE I.  PURPOSE..................................................7



ARTICLE I-A.  MERGER.................................................8



ARTICLE II.  DEFINITIONS.............................................8
         2.01.....Additional Contributions                           8
         2.02     Adjustment Factor                                  9
         2.03     Affiliate                                          9
         2.04     Beneficiary                                        9
         2.05     Break in Service                                   9
         2.06     Code                                              10
         2.07     Committee                                         10
         2.08     Common Stock                                      10
         2.09     Common Stock Fund                                 10
         2.10     Company                                           10
         2.11     Date of Distribution                              10
         2.12     Deferrals  10
         2.13     Disability  10
         2.14     Eligible Earnings  10
         2.15     Eligible Employee  11
         2.16     Employee  11
         2.17     Employee Plans Committee  11
         2.18     Employer  11
         2.19     Employer Contribution  12
         2.20     Highly Compensated Employee  12
         2.21     Inactive Participant  12
         2.22     Investment Committee  13
         2.23     Investment Fund  13
         2.24     Money Market Fund  13
         2.25     Participant  13
         2.26     Plan  13
         2.27     Plan Administrator  13
         2.28     Plan Manager  13
         2.29     Plan Year  13
         2.30     Regular Contributions  13
         2.31     Spouse  13
         2.32     Termination of Employment  13
         2.33     Trust (or Trust Fund)  13
         2.34     Trustee  13
         2.35     Valuation Date  13
         2.36     Valuation Price  14



ARTICLE III.  ELECTION OF PARTICIPATION.................................  14
         3.1      Election to Participate  14
         3.2      Election Authorization  14



ARTICLE IV.  EMPLOYEE DEFERRALS AND CONTRIBUTIONS.........................14
         4.1..... Deferrals  14
         4.2      Regular Contributions  14
         4.3      Additional Contributions  14
         4.4      Timing of Contributions  14
         4.5      Changes in Contributions  14
         4.6      Suspension of Contributions  14
         4.7      Rounding of Amounts  15
         4.8      Rollover Contributions  15



ARTICLE V.  EMPLOYER CONTRIBUTIONS........................................15
         5.1......Employer Contributions  15
         5.2      Corrective Contributions/Reallocations  15



ARTICLE VI.  PLAN INVESTMENTS.............................................16
         6.1......Investment Funds  16
         6.2      Employee Deferrals, Regular Contributions, Additional
                   Contributions, and Rollover Contributions  16
         6.3      Change in Investment Designation of Future Employee Deferrals,
                   Regular Contributions, Additional   Contributions, and
                   Rollover Contributions........................16
         6.4      Transfers of Existing Employee Deferrals, Regular
                   Contributions, Additional Contributions,
                   and Rollover Contributions Among Investment Funds......16
         6.5      Employer Contributions  16
         6.6      Investments in Common Stock Fund  16
         6.7      Dividends on Common Stock  17
         6.8      Uninvested Cash  17
         6.9      Diversification of Amounts in the Common Stock Fund  18



ARTICLE VII.  INVESTMENT ACCOUNTS......................................19
         7.1......Separate Accounts  19
         7.2      Account Information  19
         7.3      Applicable Valuation Date  20
         7.4      Fiduciary Responsibility  20



ARTICLE VIII.  WITHDRAWALS/DISTRIBUTIONS...............................20
         8.1......Withdrawals Before Termination of Employment  20
         8.2      Frequency of Withdrawal  23
         8.3      Form of Withdrawal  23
         8.4      Notice of Withdrawal  23
         8.5      Distribution on Termination of Employment or Disability  24
         8.6      Distribution on Death  24
         8.7      Promptness of Distribution  24
         8.8      Amount of Distribution  24
         8.9      Form of Distribution  24
         8.10     Fractional Shares  25
         8.11     Limitations on Commencement of Benefits  25
         8.12     Employee Transfers from the Employer to an Affiliate  26
         8.13     Distributions with Respect to Qualified Domestic
                    Relations Orders  26
         8.14     Direct Rollover Distributions  26
         8.15     Definitions  27



ARTICLE IX.  LOANS TO PARTICIPANTS........................................27
         9.1......Amount of Loan  27
         9.2      Terms of Loan  27
         9.3      Commencement of Loans  31
         9.4      Employee Transfers from the Employer to an Affiliate  31
         9.5      Specific Information  31



ARTICLE X.  VESTING......................................................31
         10.1.....Vesting  31
         10.2     Employee Transfers from the Employer to an Affiliate  31



ARTICLE XI.  FORFEITURES................................................31
         11.1.....Termination of Employment  31
         11.2     Repayments  31
         11.3     Lost Participants or Beneficiaries  32
         11.4     Application of Forfeitures  32



ARTICLE XII.  LIMITATIONS ON CONTRIBUTIONS AND BENEFITS.................32
         12.1.....Definition of Annual Additions  32
         12.2     Maximum Annual Addition  32
         12.3     Limitation on Annual Additions  32
         12.4     Definitions  33
         12.5     Special Rules  33
         12.6     Limitation of Benefits and Contributions  34
         12.7     Transitional Rule  34
         12.8     Effective Date  35
         12.9     Maximum Amount of Deferrals  35
         12.10    Non-Discrimination Limitation on Deferral Contributions  36
         12.11    Nondiscrimination Limitations on Regular Contributions and
                   Employer Contributions  37
         12.12    Definitions  39



ARTICLE XIII.  TOP HEAVY PROVISIONS....................................41
         13.1.....General Rule  41
         13.2     Vesting Provisions  42
         13.3     Minimum Benefit Provisions  42
         13.4     Limitation on Benefits  42
         13.5     Coordination with Other Plans  42
         13.6     Top-Heavy Plan Definition  42
         13.7     Key Employee  43
         13.8     Non-Key Employee  44
         13.9     Collective Bargaining Rules  44
         13.10    Distribution to Key Employees  44
         13.11    EGTRRA Modifications to Article 13  44



ARTICLE XIV.  VOTING OF STOCK.............................................46
         14.1.....Voting of Stock  46
         14.2     Tender Offer Rights With Respect to Stock  46



ARTICLE XV.  ADMINISTRATION.............................................  46
         15.1.....Plan Administrator  46
         15.2     Powers and Duties of the Committee  46
         15.3     Claims Procedure  47
         15.4     Claims Review Procedure  47
         15.5     Plan Expenses  48
         15.6     Actions Via Electronic or Telephonic Media  48
         15.7     Authority and Duties  48
         15.8     Operation of the Investment Committee  48
         15.9     Disbursements from Trust Fund  49



ARTICLE XVI.  TRUSTEE...................................................49



ARTICLE XVII.  FIDUCIARY LIABILITIES..................................  50



ARTICLE XVIII.  AMENDMENT OR TERMINATION................................ 50
         18.1     General Provision                                      50
         18.2     Special Provision                                      50



ARTICLE XIX.  GENERAL PROVISIONS..........................................51
         19.1     Source of Distributions  51
         19.2     Non-Alienation of Benefits  51
         19.3     Merger or Consolidation  51
         19.4     Transfer from Affiliate  51
         19.5     No Right to Employment  51
         19.6     Controlling Law  51
         19.7     Military Service  52



SIGNATURES..............................................................52



APPENDIX I..............................................................53



APPENDIX II.............................................................58




<PAGE>





                                SCANA CORPORATION
                           STOCK PURCHASE-SAVINGS PLAN

                 (As amended and restated from January 1, 1989,
                          to and as of January 1, 2002)

                               ARTICLE I. PURPOSE

           SCANA Corporation, as successor corporation to South Carolina
Electric & Gas Company, pursuant to a Plan of Exchange effective December 31,
1984, adopted the South Carolina Electric & Gas Company Stock Purchase-Savings
Plan for Employees (effective July 1, 1964, as amended through September 1,
1984) on behalf of itself and as agent for each subsidiary which elects to have
its employees participate in this Plan in order to provide an opportunity for
employees to become shareholders of SCANA Corporation and to encourage them to
save on a regular basis by setting aside part of their earnings. Such Plan was
further amended, effective December 31, 1984 and was amended and restated,
effective July 1, 1985, and subsequently amended effective June 10, 1986 and
July 1, 1986 with a restatement as of the latter date. The Plan was amended and
restated effective January 1, 1989, to comply with the Internal Revenue Code of
1986 and Treasury Department Regulations with the effective dates of certain
subsequent provisions otherwise indicated. The Plan was amended on June 26, 1991
at Section 4.3 to increase from 5% to 9% the maximum allowable unmatched
Employee contributions, and at sections 8.3A and 8.9A to permit withdrawals and
distributions to be in cash, all such amendments effective as of October 11,
1991. The Plan was amended on October 15, 1991 by adding "Date of Distribution"
as a defined term under Article II; Plan Sections 4.1, 4.1A, 4.2, 6.3, 8.1, 8.6,
8.7, 8.10, 9.1, 9.1A, 9.2, 15.2, 15.3, 15.4, 15.5, and Articles I, V, XVI, and
XVIII were also amended. The Plan was amended effective March 7, 1992 regarding
the admission of South Carolina Real Estate Development Company, Inc. and MPX
Systems, Inc. as participating Employers. The Plan was amended on June 16, 1992
with respect to loans, minimum required distributions after age 70 1/2, the
withdrawal by Participants of Employer contributions, the admission of SCANA
Petroleum Resources, Inc. and SCANA Energy Marketing, Inc. (formerly SCANA
Hydrocarbons, Inc.) as participating Employers, and the Plan restated. The Plan
was amended effective January 1, 1995 regarding the admission of ServiceCare,
Inc. as a participating employer.

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


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

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

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

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

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

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

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

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


                               ARTICLE I-A. MERGER

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

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

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


                             ARTICLE II. DEFINITIONS

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

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

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

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

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

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

           (a)      A "Break in Service" means a 12-consecutive month period
                    (Computation Period) during which an Employee does not have
                    more than 500 hours of Service with the Employer.

           (b)      An "Hour of Service" means each hour for which an Employee
                    is directly or indirectly paid, or entitled to payment, by
                    the Employer. Hours in which duties are performed shall be
                    credited to the Computation Period in which the duties are
                    performed. Hours in which no duties are performed but for
                    which payment is made for reasons such as vacations,
                    holidays, illness, incapacity (including disability),
                    layoff, jury duty, military duty, or leave of absence and
                    hours for which back pay is awarded or agreed to shall be
                    credited to the Computation Period to which the payment
                    pertains. No duplicate credit shall be given on account of
                    an award or agreement for back pay.

               (c)  A "Year of Service" is a Computation Period during which the
                    Employee completes at least 1,000 Hours of Service.

           (d)      "Computation Period" is the 12-consecutive month period
                    beginning with the day the Employee first performs an Hour
                    of Service for the Employer and each anniversary thereof.

           (e)      "Break in Service" shall have the following consequences:

                    (1)     Employee with Vested Benefit: The pre-break and
                            post-break Years of Service of an Employee who had
                            satisfied the requirements of Article X for a vested
                            benefit before commencement of a Break in Service
                            shall be added together for the purpose of
                            determining his or her rights and benefits.

                    (2)     Employee with no Vested Benefit: The pre-break Years
                            of Service of an Employee who had not earned a
                            vested benefit before commencement of a Break in
                            Service shall be lost unless (1) the Employee
                            acquires at least 1,000 Hours of Service in a
                            12-consecutive month period (Computation Period)
                            which follows the Break in Service and (2) the
                            number of consecutive one-year Breaks in Service is
                            less than the number of earlier Years of Service or
                            five, whichever is greater.

                    (3)     Solely for purposes of determining whether a Break
                            in Service has occurred, an individual who is absent
                            from work for maternity or paternity reasons shall
                            receive credit for the Hours of Service which would
                            otherwise have been credited to such individual but
                            for such absence, or in any case in which such hours
                            cannot be determined, eight hours of service per day
                            of such absence. For purposes of this paragraph, an
                            absence from work for maternity or paternity reasons
                            means an absence (1) by reason of the pregnancy of
                            the individual, (2) by reason of a birth of a child
                            of the individual, (3) by reason of the placement of
                            a child with the individual in connection with the
                            adoption of such child by such individual, or (4)
                            for purposes of caring for such child for a period
                            beginning immediately following such birth or
                            placement. The Hours of Service credited under this
                            paragraph shall be credited (1) in the Computation
                            Period in which the absence begins if the crediting
                            is necessary to prevent a Break in Service in that
                            period, or (2) in all other cases, in the following
                            Computation Period.

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

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

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

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

           2.10     Company:  The term "Company" shall mean SCANA Corporation.

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

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

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

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

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

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

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

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

           (a)      a leased employee as defined in Section 414(n) of the Code;

           (b)      employees who do not receive payment for services directly
                    from the Company's payroll; employees of employment agencies
                    which are not Affiliates; and persons whose services are
                    rendered pursuant to written arrangements which expressly
                    recite that the service provider is not eligible for
                    participation in the Plan.

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

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

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

               (a)  effective as to Eligible  Earnings earned on and after March
                    7, 1992,  South  Carolina Real Estate  Development  Company,
                    Inc. (SCANA Development  Corporation following a name change
                    authorized  by the Board on August  25,  1993 and filed with
                    the  Secretary  of State  on  August  26,  1993)  and  SCANA
                    Communications,   Inc.  (formerly  MPX  Systems,  Inc.)  are
                    participating  Employers  in the  Plan for  purposes  of the
                    participation of their Employees;

               (b)  effective as to Eligible  Earnings  earned on and after July
                    16, 1992, SCANA Petroleum  Resources,  Inc. and SCANA Energy
                    Marketing,  Inc.  (formerly  SCANA  Hydrocarbons,  Inc.) are
                    participating  Employers  in the  Plan for  purposes  of the
                    participation of their Employees;

               (c)  effective  as to  Eligible  Earnings  earned  on  and  after
                    January  1,  1995,  ServiceCare,  Inc.  is  a  participating
                    Employer in the Plan for  purposes of the  participation  of
                    its Employees;

           (d)      effective as to Eligible Earnings earned on and after
                    January 1, 2000, SCANA Services Company is a participating
                    Employer in the Plan for purposes of the participation of
                    its Eligible Employees;

               (e)  effective as to Eligible  Earnings earned on and after March
                    1, 2000, Public Service Company of North Carolina, Inc. is a
                    participating  Employer  in the  Plan  for  purposes  of the
                    participation of its Eligible Employees.

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

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

                    (a)     A "Highly Compensated Active Employee" means an
                            Employee of the Company or an Affiliate who during
                            the current Plan Year performs services for the
                            Company or an Affiliate and:

                            (1)      received Compensation for the preceding
                                     Plan Year in excess of $80,000 (adjusted at
                                     the same time and in the same manner as
                                     under Section 415(d) of the Code), or

                            (2)      the Employee was at any time during the
                                     current Plan Year or the preceding Plan
                                     Year a five percent (5%) owner of the
                                     Employer as defined in Section 416(i)(1) of
                                     the Code.

                    (b)     For purposes of determining Highly Compensated
                            Employees, "Compensation" for a Plan Year shall be
                            determined in the same manner as "Compensation" in
                            Section 12.4 of the Plan, increased for Plan Years
                            beginning before January 1, 1998, by Deferrals under
                            this Plan and any pre-tax elective contributions
                            under a cafeteria plan (as defined in Section 125 of
                            the Code) maintained by the Company or similar
                            contributions under a plan maintained by an
                            Affiliate. (For Plan Years beginning on and after
                            January 1, 1998, the foregoing amounts are included
                            pursuant to Section 12.4 of the Plan.)

                    (c)     Notwithstanding the foregoing, the determination of
                            Highly Compensated Employees may be made under the
                            "top-paid group" election under the regulations or
                            any other guidance issued pursuant to Code Section
                            414(q).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     2.36 Valuation  Price: The closing New York Stock Exchange market price for
Common  Stock  for the  date a  distribution  request  is  received  by the Plan
Manager.


                     ARTICLE III. ELECTION OF PARTICIPATION

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

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


                ARTICLE IV. EMPLOYEE DEFERRALS AND CONTRIBUTIONS

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

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

           4.3 Additional Contributions: Subject to the applicable limitations
of Article XII, if a Participant has elected to defer receipt of a portion of
his Eligible Earnings under Section 4.1 or has elected to make Regular
Contributions under Section 4.2, he may authorize Additional Contributions of
whole percentages from 1 percent to 9 percent of Eligible Earnings, which
Additional Contributions may be made all or a portion in the form of Deferrals
on a pre-tax basis under Section 4.1 or Regular Contributions on an after-tax
basis under Section 4.2. Such Additional Contributions shall not be considered
in determining the amount of Employer Contributions.

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

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

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

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

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

           4.8      Rollover Contributions:

           (a)      An Employee, without regard to whether the Employee is an
                    Eligible Employee or whether the Employee has elected to
                    participate in the Plan, may, with the approval of the
                    Committee, make a Rollover Contribution. Such Employee's
                    Rollover Contribution shall be paid to the Trustee as soon
                    as practicable and shall be credited to his Account, in
                    accordance with his designation (including Investment Fund
                    designation), as of the date the Rollover Contribution is
                    made. The Plan Manager is authorized to establish procedures
                    to determine whether and the extent to which a Rollover
                    Contribution may be made to the Plan.

           (b)      The term "Rollover Contribution" means any distribution as
                    provided in Code Section 402(c)(4), or any other provision
                    of the Code which may permit rollovers to the Plan from time
                    to time, from an eligible retirement plan as that term is
                    defined in Code Section 402(c)(8).

           (c)      Once accepted by the Trust, an amount rolled over pursuant
                    to this Section 4.8 shall be credited to the Employee's
                    "Rollover Contribution Account" under his Accounts, and
                    thereafter, such Rollover Contributions shall be
                    administered and invested in accordance with Article VI and
                    subject to the distribution provisions set forth in Articles
                    VIII. The limitations of Article XII shall not apply to
                    Rollover Contributions. All Rollover Contributions shall be
                    made in cash and shall be fully vested. No Employer
                    Contributions shall be made with respect to Rollover
                    Contributions.


                        ARTICLE V. EMPLOYER CONTRIBUTIONS

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

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


<PAGE>


                          ARTICLE VI. PLAN INVESTMENTS

         6.1 Investment Funds: In the sole discretion of the Plan Administrator,
one or more funds (to be designated as "Investment Funds") shall be established
in the Trust which may include, but shall not be limited to, the Investment
Funds listed in Appendix II.

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

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

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

          6.5  Employer  Contributions:  Employer  Contributions under Article V
               shall be invested solely in the Common Stock Fund.

           6.6      Investments in Common Stock Fund:

           (a)      All Deferrals, Regular Contributions, Additional
                    Contributions, and Rollover Contributions which are to be
                    invested in the Common Stock Fund and Employer Contributions
                    shall be transferred to the Trustee for investment in the
                    Common Stock Fund. The Trustee shall invest such Deferrals,
                    Regular Contributions, Additional Contributions, Rollover
                    Contributions, and Employer Contributions in Company Stock
                    as directed by the Plan Manager as a named fiduciary of the
                    Plan.

           (b)      All amounts which are to be invested in the Common Stock
                    Fund shall be pooled and so invested each month and shall be
                    proportionately allocated to the Account of each Participant
                    on whose behalf such purchase is made.

           (c)      When the Plan Manager shall direct the Trustee to purchase
                    shares of Common Stock, the Trustee shall purchase shares of
                    Common Stock in the open market or in privately negotiated
                    transactions (as directed by the Plan Manager), or
                    alternatively from SCANA Corporation holdings of authorized
                    but unissued stock or of treasury stock as this latter
                    alternative may be directed by SCANA Corporation in its sole
                    discretion.

           (d)      Common Stock purchased by the Trustee shall be carried in
                    the Participant's Accounts at the cost thereof to the
                    Trustee, after deducting taxes and brokerage commissions, if
                    any.

           (e)      Effective August 3, 1992, the Trustee shall, if necessary,
                    directly or via an agent, sell Participant shares in the
                    open market on the NYSE in accordance with Article IX of the
                    Plan to provide funds to borrowing Participants as loan
                    disbursements.

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

          (a)  Unless an  Eligible  Participant  (as defined in  subsection  (b)
               below) makes a dividend retention election pursuant to subsection
               (b), all cash  dividends  paid on the shares of Common Stock held
               in a Participant's  or Inactive  Participant's  Accounts shall be
               distributed    directly   to   such   individual   as   soon   as
               administratively practicable following the date the dividends are
               paid to the Plan,  but in no event  later  than 90 days after the
               end of the Plan Year in which the dividends are paid to the Plan.

          (b)  Notwithstanding   the   provisions   of   subsection   (a),  each
               Participant  and  each  Inactive  Participant  who is  performing
               services for an  Affiliate  (each such  Participant  and Inactive
               Participant   shall  be  referred  to  herein  as  an   "Eligible
               Participant")  shall  be  entitled  to  make an  annual  dividend
               retention  election  under which any cash  dividends  paid on the
               shares  of  Common  Stock  held  in  the  Eligible  Participant's
               Accounts shall be retained for  investment in Common Stock.  Each
               such Eligible  Participant's dividend retention election shall be
               made in the manner  prescribed by the Plan Manager,  including in
               the case of an Eligible Participant who is an active Participant,
               as part of his election to make Deferrals, Regular Contributions,
               Additional  Contributions and Rollover  Contributions pursuant to
               Section  3.2.  An  Eligible   Participant's   dividend  retention
               election  shall  remain in effect  until  changed by the Eligible
               Participant.  An  Eligible  Participant  may change his  dividend
               retention  election  as of the first  day of the Plan Year  which
               begins  following  the  date the Plan  Administrator  receives  a
               notice of change.  Notice of any such change  shall be given on a
               form   provided  by  the   Employer,   signed  by  the   Eligible
               Participant,  and  delivered to the Employer at least thirty (30)
               days before the first Plan Year affected by the change.

               (c)  In  addition  to  the  election   described  in  (b)  above,
                    effective  January  1, 2002 and as soon as  administratively
                    practicable   thereafter,   each  Eligible  Participant  (as
                    defined  in  (b)  above)   shall  be  entitled  to  make  an
                    additional  dividend  retention  election  under  which  the
                    Eligible  Participant  may elect to have any cash  dividends
                    previously  paid to the Plan during  calendar  year 2001 and
                    retained for  investment in Common Stock either  distributed
                    to such Eligible  Participant  no later than March 31, 2002,
                    or retained for investment in Common Stock.

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


<PAGE>



           6.9      Diversification of Amounts in the Common Stock Fund:

                    (a)  Notwithstanding  any other  provision of this Plan, and
                         consistent  with  the   requirements  of  Code  Section
                         4975(e)(7)  and  the   regulations   thereunder,   each
                         "Qualified  Participant"  (as hereinafter  defined) may
                         direct, within the 90-day period following the close of
                         each  Plan Year  during  the  Participant's  "Qualified
                         Election   Period"  (as   hereinafter   defined),   the
                         distribution  or  reinvestment of up to: (i) 25% of the
                         sum of the value of the Participant's  Accounts held in
                         the  Common  Stock  Fund  (determined  as of  the  last
                         preceding  Valuation Date) plus the amounts  previously
                         distributed  or  transferred  from the  employee  stock
                         ownership   portion  of  the  Plan   pursuant  to  this
                         subsection  (a),  less  (ii)  the  amounts   previously
                         diversified  (whether  by  transfer,   distribution  or
                         otherwise) to meet the  requirements of this subsection
                         (a),  within the time determined  under  subsection (b)
                         below.  For  purposes  of this  subsection  (a), if the
                         Qualified  Participant elects to receive a distribution
                         of the amount described in the preceding sentence,  the
                         Qualified  Participant may elect to receive such amount
                         in a single sum in cash or in shares of Common Stock.

                   With respect to the 25% limitation described in the preceding
                   paragraph, a Qualified Participant may, within 90 days after
                   the close of the last Plan Year in the Participant's
                   Qualified Election Period, direct the application of a
                   percentage of up to 50% rather than 25%.

           (b)     Within 180 days after the close of each Plan Year during the
                   Qualified Election Period, the portion of a Qualified
                   Participant's Accounts held in the Common Stock Fund to be
                   diversified under subsection (a) shall be distributed or
                   reinvested, as directed by such Participant, and if
                   distributed, shall be subject to the cash or shares election
                   described in subsection (a). Any such distribution or
                   reinvestment shall be derived from the Participant's Accounts
                   to the extent invested in the Common Stock Fund in the order
                   set forth in the list below. Such amounts shall be not
                   derived from any Account until the portion of all Accounts
                   previously listed that are invested in the Common Stock Fund
                   have been exhausted.

                    (1)     An amount equal to all or part of the Participant's
                            before-1987 Regular Contributions made to his
                            Account under Sections 4.2 and 4.3, to the extent
                            required to exhaust such amounts.

                    (2)     An amount equal to all or part of the remaining
                            amounts allocated to the Participant's Regular
                            Contribution Account under Section 4.2 and 4.3.

                    (3)     An amount equal to all or part of the amounts
                            allocated to the Participant's Rollover Contribution
                            Account under Section 4.8.

                    (4)     An amount equal to all or part of the amounts
                            allocated to the Participant's Employer
                            Contributions Account under Article V.

                    (5)     If the Participant has reached age 59 1/2, an amount
                            equal to all or part of the amounts allocated to the
                            Participant's Deferral Account under Sections 4.1
                            and 4.3.

           (c)     For purposes of this Section 6.9, the terms "Qualified
                   Participant" and "Qualified Election Period" shall have the
                   following meanings: "Qualified Participant" means any
                   Participant who attained age 55 and completed at least ten
                   "years of participation." "Years of participation" shall
                   include only years of participation on and after December 1,
                   1999 (the original effective date of the employee stock
                   ownership plan portion of the Plan). "Qualified Election
                   Period" means the six Plan Year period beginning with the
                   first Plan Year in which the individual first became a
                   Qualified Participant.


<PAGE>


                        ARTICLE VII. INVESTMENT ACCOUNTS

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

     (a)  Deferrals   under  Sections  4.1  and  4.3  (including  any  Qualified
          Nonelective  Contributions  treated as Salary  Deferral  Contributions
          under Section 12.10(d)) made on his or her behalf and the earnings and
          losses thereon,  which separate Account shall take into account gains,
          losses, withdrawals, and other credits or charges attributable to such
          amounts  in  accordance  with the  requirements  of  Treas.  Reg.  ss.
          1.401(k)-1(e)(3) and any further guidance issued thereunder;

     (b)  Regular Contributions under Sections 4.2 and 4.3 made by a Participant
          and the earnings and losses thereon; and

     (c)  Rollover  Contributions  under Section 4.8 made by an Employee and the
          earnings and losses thereon; and

     (d)  Employer  Contributions  under  Article  V  (including  any  Qualified
          Nonelective  Contributions  treated as  Employer  Contributions  under
          Section  12.11(c))  made on his  behalf  and the  earnings  and losses
          thereon.

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

           7.2      Account Information:

           (a)      Accounting: Shares of Common Stock shall be accounted for on
                    the basis of both numbers of shares and cost of the shares
                    to the Trustee. Notwithstanding anything to the contrary in
                    the Plan, the fair market value of the Trust Fund shall be
                    determined each Plan Year, as of the last day of the Plan
                    Year.

           (b)      Valuation:

                    (1)     Common Stock Fund: In accordance with the provisions
                            of Article VI, shares of Common Stock are allocated
                            to each Participant's Accounts. The earnings and/or
                            losses and increases/decreases in the fair market
                            value of each Participant's Account balance invested
                            in the Common Stock Fund shall be determined as of
                            each Valuation Date based on the number of shares in
                            the Participant's Accounts multiplied by the price
                            of those shares on the Valuation Date.

                    (2)     To the extent that Participants' Accounts are
                            invested in mutual funds or other assets for which
                            daily pricing is available ("Daily Pricing Media"),
                            all amounts contributed to the Trust Fund will be
                            invested at the time of the actual receipt by the
                            Daily Pricing Media, and the balance of each Account
                            shall reflect the results of such daily pricing from
                            the time of actual receipt until the time of
                            distribution.

                    (3)     To the extent any Participant's Accounts are not
                            invested in the Common Stock Fund or Daily Pricing
                            Media, earnings and/or losses and
                            increases/decreases in the fair market value of each
                            Participant's Account balance are allocated to
                            Participants' Accounts in proportion to their
                            Account balances. Each Participant's share of such
                            earnings and/or losses will be that portion of the
                            total net investment income or losses and realized
                            and unrealized capital gains or losses of such
                            Investment Fund which bears the same ratio to such
                            total as the balance of his Account attributable to
                            such Investment Fund as of the preceding Valuation
                            Date.

     (4)  The  fair  market  value  for the  Trust  Fund  as a  whole  as of any
          Valuation  Date  shall  be  determined  as the  sum of the  individual
          Participants' Accounts.

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

           7.4 Fiduciary Responsibility: The portion of the Plan that is not an
ESOP is intended to constitute a plan described in ERISA Section 404(c). To the
extent that a Participant exercises control over the assets in his Participant
Account, as determined under regulations prescribed by the Secretary of Labor,
neither the Company, any Employer, the Committee, the Plan Manager, the Trustee
nor any other fiduciary or designee shall be liable for any loss, or by reason
of any breach, which results from such Participant's exercise of control and
investment direction. Neither the Company, any Employer, the Committee, the Plan
Manager, the Trustee nor any other fiduciary or designee who complies with the
standards set forth in Article XVII hereof shall be liable for any loss which
results from investment performance under any of the Investment Funds including,
but not limited to, depreciation in the value of stock or other property held
under any of the Investment Funds. The Trustee and the Committee or their
designees shall provide information to Participants consistent with ERISA
Section 404(c) and the regulations and other guidance issued thereunder.

                                      ARTICLE VIII.  WITHDRAWALS/DISTRIBUTIONS

           8.1      Withdrawals Before Termination of Employment:

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

           (a)      Any withdrawals made from Accounts invested in Investment
                    Funds other than the Common Stock Fund shall be made in the
                    order set forth in the list below. Withdrawals may not be
                    made from any Account until all Accounts previously listed
                    have been exhausted.

                    (1)     An amount equal to all or part of the Participant's
                            before-1987 Regular Contributions made to his
                            Account under Sections 4.2 and 4.3, to the extent
                            required to exhaust such amounts; provided, however,
                            that if the value of all amounts attributable to
                            Regular Contributions plus earnings thereon is less
                            than the net amount of before-1987 Regular
                            Contributions, no more than such value may be
                            withdrawn.

                    (2)     An amount equal to all or part of the remaining
                            amounts allocated to the Participant's Regular
                            Contribution Account under Sections 4.2 and 4.3.

                    (3)     An amount equal to all or part of the amounts
                            allocated to the Participant's Rollover Contribution
                            Account under Section 4.8.

                    (4)     If the Participant has reached age 59 1/2, an amount
                            equal to all or part of the amounts allocated to the
                            Participant's Deferral Account pursuant to Sections
                            4.1 and 4.3. The Participant, in application for
                            such withdrawal, shall include evidence of the
                            Participant's age and a statement of other facts
                            required by the Plan Manager.

           (b)      Any withdrawals made from Accounts invested in the Common
                    Stock Fund shall be made in the order set forth in the list
                    below. Except as provided in Sections 8.1(e) and (f), such
                    withdrawals may not be made from any Account until all
                    Accounts previously listed have been exhausted.

                    (1)     An amount equal to all or part of the Participant's
                            before-1987 Regular Contributions made to his
                            Account under Sections 4.2 and 4.3 to the extent
                            required to exhaust such amounts; provided, however,
                            that if the value of all amounts attributable to
                            Regular Contributions plus earnings thereon is less
                            than the net amount of before-1987 Regular
                            Contributions, no more than such value may be
                            withdrawn.

                    (2)     An amount equal to all or part of the remaining
                            amounts allocated to the Participant's Regular
                            Contribution Accounts under Sections 4.2 and 4.3.

                    (3)     An amount equal to all or part of the amounts
                            allocated to the Participant's Rollover Contribution
                            Account under Section 4.8.

                    (4)     If the Participant is credited with at least 60
                            months of participation in the Plan, an amount equal
                            to all or part of the amounts allocated to his
                            Employer Contributions Account.

                    (5)     If the Participant is credited with less than 60
                            months of participation in the Plan, an amount equal
                            to all or part of the amounts allocated to his
                            Employer Contributions Account which have been so
                            allocated for at least two years following the close
                            of the Plan Year of contribution.

          (c)  A Participant may at any time after reaching age 59 1/2 and after
               having  exhausted  the  amounts  described  in Section  8.1(b)(1)
               through (4) elect to make withdrawals from his Deferral  Account.
               The  Participant,  in  application  for  such  withdrawal,  shall
               include evidence of the  Participant's age and a statement of any
               other facts required by the Plan Manager.

          (d)  Tax Accounting:  Notwithstanding any provision of the Plan to the
               contrary,   for  purposes  of  calculating  a  Participant's  tax
               liability for a withdrawal,  the withdrawal shall be deemed to be
               made in the following order:

               (1)  An amount  equal to all or part of any  before-1987  Regular
                    Contributions allocated to the Participant's Account.

               (2)  An  amount  equal  to all or part of any  post-1986  Regular
                    Contributions  and all  earnings  on  Regular  Contributions
                    allocated to the Participant's Account.

               (3)  An   amount   equal   to  all  or  part   of  any   Rollover
                    Contributions,  Employer Contributions, Deferral amounts and
                    all earnings on such amounts  allocated to the Participant's
                    Account.

(e)  Hardship  Withdrawals:  A  Participant  may request a  withdrawal  from his
     Deferral  Account in the order set forth in Section  8.1(g) if he suffers a
     hardship.  Effective  January 1, 1989, a hardship will be determined by the
     Plan  Manager  to  exist  if the  withdrawal  is  necessary  in light of an
     immediate  and heavy  financial  need of the  Participant,  and if funds to
     alleviate  such  financial  need are not  reasonably  available  from other
     resources,  including  those assets of the  Participant's  spouse and minor
     children  (not to include  any  property  held under the  Uniform  Gifts to
     Minors Act) that are reasonably available to the Participant.  A withdrawal
     is deemed to be on account of an immediate and heavy  financial need of the
     Participant  and will be permitted  under this Plan, only if the withdrawal
     is for:

          (1)  Expenses  for  medical  care  described  in Code  Section  213(d)
               previously incurred by the Participant, the Participant's spouse,
               or any dependents of the  Participant (as defined in Code Section
               152) or  necessary  for  these  persons  to obtain  medical  care
               prescribed in Code Section 213(d);

          (2)  Costs directly  related to the purchase of a principal  residence
               for the Participant (excluding mortgage payments);

          (3)  Payment of tuition,  related educational fees, and room and board
               expenses for the next 12 months of  post-secondary  education for
               the  Participant,  or  the  Participant's  spouse,  children,  or
               dependents (as defined in Code Section 152);

          (4)  Payments  necessary  to prevent the  eviction of the  Participant
               from the Participant's  principal residence or foreclosure on the
               mortgage on that residence; or

          (5)  Any other deemed need as may be authorized by the Commissioner of
               the Internal  Revenue  Service through the publication of Revenue
               Rulings, Notices, or other documents of general applicability.

                            A financial need may be immediate and heavy even if
                            it was reasonably foreseeable or voluntarily
                            incurred by the Participant. The determination of
                            whether any such immediate and heavy financial need
                            exists shall be based upon a nondiscriminatory,
                            objective review of all relevant facts and
                            circumstances by the Plan Manager.

     (f) Hardship withdrawals shall be carried out under the following rules:

                    (1)     The withdrawal date and eligible withdrawal amount
                            (excluding post 1988 earnings) shall be fixed by the
                            Plan Manager after application by the Participant
                            under procedures approved by the Committee.

                    (2)     The application for withdrawal shall include a
                            statement of the facts causing financial hardship
                            and any other facts required by the Plan Manager.
                            The application will state that the Participant's
                            need can not be relieved through any other resources
                            such as reimbursement or compensation by insurance
                            or otherwise, reasonable liquidation of assets
                            available to the Participant as noted in Subsection
                            (e) above to the extent such liquidation would not
                            cause an immediate and heavy financial need,
                            stopping deferrals or after-tax employee
                            contributions, or other distributions or nontaxable
                            loans from plans maintained by the Employer or any
                            other employer, or by borrowing from commercial
                            sources on reasonable terms.

                    (3)     The Plan Manager may delay, upon circumstances of
                            reasonable cause, payment of an approved withdrawal
                            to permit a special valuation, to permit liquidation
                            of necessary assets or for other pertinent reasons.

                    (4)     Accounts shall be adjusted as of the last regular or
                            special Valuation Date on or before the withdrawal
                            unless the Plan Manager elects to have a special
                            Valuation Date, which will then control.

                    (5)     The withdrawal may not be in excess of the amount of
                            the immediate and heavy financial need of the
                            Participant. The amount of an immediate and heavy
                            financial need may include any amounts necessary to
                            pay any federal, state, or local income taxes or
                            penalties reasonably anticipated to result from the
                            distribution.

                    (6)     The Participant must obtain all withdrawals, other
                            than hardship withdrawals, and all nontaxable loans
                            currently available under all plans maintained by
                            the Employer, including nonqualified plans of the
                            Employer, before a hardship withdrawal will be
                            allowed. Notwithstanding the foregoing, if taking
                            such a nontaxable loan would not alleviate the
                            financial hardship for the Participant or if
                            repayment of such a loan would cause the Participant
                            to incur a financial hardship, taking of such a loan
                            shall not be required.

                    (7)     After the Participant receives his hardship
                            withdrawal, the Plan Manager will suspend his
                            employee contributions to this Plan (to include all
                            Deferrals, Regular Contributions and Additional
                            Contributions) and shall cause his employee
                            contributions to be suspended as to any other plan
                            of deferred compensation, qualified or nonqualified
                            (but not including any health or welfare benefit
                            plan), maintained by the Employer for the suspension
                            period indicated below, and the Participant will
                            consent to this suspension on a form to be furnished
                            by the Plan Manager.

                            Effective for hardship withdrawals made before
                            January 1, 2001, the suspension period referred to
                            above shall be 12 months from the date of the
                            withdrawal. Effective for hardship withdrawals made
                            during calendar year 2001, the suspension period
                            referred to above shall be a period equal to the
                            greater of 6 months or the number of months from the
                            date of the withdrawal until January 1, 2002.
                            Effective for hardship withdrawals made after
                            December 31, 2001, the suspension period referred to
                            above shall be 6 months.

                    (8)     The Participant's annual limitation on his
                            Deferrals, as imposed by Code Section 402(g) and
                            provided for in Section 12.9 of the Plan (Maximum
                            Amount of Deferrals), for the Plan Year following
                            the Plan Year in which he received his hardship
                            withdrawal will be reduced by the amount of the
                            Deferrals that he made during the Plan Year in which
                            he received his hardship withdrawal.

               (g)  Hardship  Withdrawals  shall  be  charged  pursuant  to  the
          Participant's election in the following order:

                    (1)  Withdrawal  of  amounts  in  Deferral   Accounts  under
               Sections  4.1 and 4.3 in  Investment  Funds other than the Common
               Stock Fund.

                    (2)  Withdrawal  of  amounts  in  Deferral   Accounts  under
               Sections 4.1 and 4.3 in the Common Stock Fund.

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

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

           Effective August 3, 1992 regarding the cash-option alternative
described in the previous paragraph, the Trustee shall, if necessary, at the
direction of the Plan Manager as a named fiduciary of the Plan, directly or via
an agent, sell Participant shares of Common Stock in the open market on the
NYSE; the number of shares to be sold in the open market and the authorization
for such sale shall be specified on form(s) approved by the Plan Manager, who
shall directly or via duly designated Company employee(s) review the same, and
following approval, direct the Trustee to carry out the sale of shares
indicated. The Participant shall bear all risk of a declining market price to
the time of sale, and the sales commissions and any transactional taxes inherent
to the sale and payable at such time shall be charged to the Participant's
Account.

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

                                  DISTRIBUTIONS

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

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

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

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

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

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

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

           8.11     Limitations on Commencement of Benefits:

           (a)      Required Benefit Commencement -- In General. Unless the
                    Participant elects otherwise, the payment of the
                    Participant's benefits will not commence later than the 60th
                    day after the end of the Plan Year in which occurs the
                    latest of the date when: (1) the Participant reaches age 65;
                    (2) the tenth anniversary of the date the Participant
                    commenced participation in the Plan; or (3) the
                    Participant's employment termination date.

           (b)      Minimum Required Distributions After Age 70 1/2

                    (1)     Notwithstanding any other provision of the Plan, at
                            the Participant's election, each Participant's
                            entire interest in the Plan will be distributed, or
                            minimum distribution of a Participant's interest in
                            the Plan will commence, no later than the April 1
                            following the calendar year in which the Participant
                            reaches age 70 1/2, whether or not the Participant
                            has then terminated employment. Prior to January 1,
                            1997, in the absence of any election by the
                            Participant, minimum annual distributions will
                            commence to be paid no later than the required
                            beginning date. In accordance with Code Section
                            401(a)(9) and the regulations thereunder, a minimum
                            distribution shall be in an annual minimum amount
                            calculated with respect to the period of the life
                            expectancy of the Participant.

                    (2)     Effective January 1, 1997, if a participant shall
                            attain age 70 1/2 on or after January 1, 1997 or
                            attained age 70 1/2 on or after January 1, 1996 and
                            has not yet commenced receiving minimum required
                            distributions in accordance with Code Section
                            401(a)(9) prior to January 1, 1997, such participant
                            shall commence receiving minimum required
                            distributions in accordance with the requirements of
                            the Code and the regulations and other guidance
                            thereunder not later than the "required beginning
                            date," which shall be the April 1 following the
                            close of the later of (i) the calendar year in which
                            the participant attains age 70 1/2, or (ii) the
                            calendar year in which the participant terminates
                            employment.

                    (3)     Life expectancy will not be recalculated annually
                            for purposes of determining required minimum
                            distribution amounts for any such minimum
                            distribution required to be made on and after the
                            required beginning date.

                    (4)     Computation of a required minimum distribution
                            amount shall take into account the applicable
                            incidental benefit requirements of Code Section
                            401(a)(9) and the regulations thereunder.

                    (5)     Any other applicable provisions concerning minimum
                            required distributions as are prescribed by Code
                            Section 401(a)(9) and the regulations issued
                            thereunder shall also be complied with and are
                            hereby incorporated by reference.

                    (6)     In the event that a Participant dies after minimum
                            required distributions have begun to be made, the
                            balance credited to the Participant's Account will
                            be distributed in accordance with the procedure of
                            Section 8.6 of the Plan.

           8.12 Employee Transfers from the Employer to an Affiliate: A transfer
by a Participant from the Employer to an Affiliate which has not adopted this
Plan shall not affect his Participation under this Article VIII of the Plan,
nor, for purposes of the Plan, shall it be deemed to be a Termination of
Employment.

           8.13 Distributions with Respect to Qualified Domestic Relations
Orders: Distributions may be made in accordance with the terms of a Qualified
Domestic Relations Order ("QDRO," as defined by Code Section 414(p)), to an
Alternate Payee (as defined by Code Section 414(p)(8)) in the form of
distribution otherwise provided for under this Article VIII with respect to a
Participant. In all events, immediate distributions may be made pursuant to the
terms of a QDRO even before the Participant has attained "earliest retirement
age," as defined in Code Section 414(p). Further, if the Committee is in receipt
of written notice that a QDRO affecting a Participant's Account is being sought,
it may prohibit such Participant from commencing to receive a distribution until
a final determination with respect to such order has been made (or a
determination has been made that such order will not be submitted within a
reasonable period of time after the Committee was notified of such an order).
The amount payable to the Participant and to any other person other than the
alternate payee named in the order shall be adjusted accordingly.

           8.14     Direct Rollover Distributions:

     (a)  At the request of a Participant,  a surviving Spouse of a Participant,
          or a Spouse or former  Spouse of a  Participant  that is an  alternate
          payee under a Qualified  Domestic  Relations Order, under Section 8.14
          (referred to as the  "distributee")  and upon receipt of the direction
          of the  Committee  or its  designee,  the Trustee  shall  effectuate a
          Direct  Rollover   Distribution   of  the  amount   requested  by  the
          distributee,  in accordance with Section 401(a)(31) of the Code, to an
          Eligible  Retirement Plan. Such amount may constitute all or any whole
          percent of any distribution  from the Plan otherwise to be made to the
          distributee,  provided that such distribution  constitutes an Eligible
          Rollover Distribution. All Direct Rollover Distributions shall be made
          in accordance with the following Subsections 8.14(b) through 8.14(h).

     (b)  A  distributee  may not elect to have a Direct  Rollover  Distribution
          made to more than one Eligible Retirement Plan.

     (c)  Direct Rollover  Distributions  shall be made, in accordance with such
          forms and procedures as may be established by the Committee, in shares
          of  Common  Stock  otherwise  distributable  under  the  Plan  to  the
          distributee,  with cash for fractional  shares of Common Stock,  which
          shares  shall be  registered  in a manner  necessary  to  effectuate a
          Direct  Rollover  Distribution  plus cash for any amounts  invested in
          Investment Funds other than the Common Stock Fund; provided,  however,
          that  the   distributee   may  request   that  such  Direct   Rollover
          Distribution  be made entirely in cash in the manner  described  above
          and  in  accordance   with  the  terms  of  the  Plan  governing  cash
          distributions in this Article VIII.

     (d)  No amounts of Regular  Contributions  under Sections 4.2 or 4.3 may be
          distributed to an Eligible  Retirement  Plan through a Direct Rollover
          Distribution.

     (e)  No Direct Rollover  Distribution  shall be made unless the distributee
          furnishes the Committee with such  information as the Committee  shall
          require and deems to be sufficient.

     (f)  A distributee  may elect to divide an Eligible  Rollover  Distribution
          into two  components,  with  one  portion  paid as a  Direct  Rollover
          Distribution and the remainder paid to the distributee,  provided that
          such division of payments shall be permitted only if the amount of the
          Direct Rollover Distribution is at least equal to $500.

     (g)  No Direct Rollover  Distributions shall be permitted unless the amount
          of the distribution exceeds $200.

     (h)  Direct   Rollover   Distributions   shall  be  treated  as  all  other
          distributions  under  the Plan and shall  not be  treated  as a direct
          trustee-to-trustee transfer of assets and liabilities.

     8.15  Definitions:  For purposes of Section 8.14, the following  terms have
the following meanings:

           (a)      The term "Direct Rollover Distribution" means a payment by
                    the plan to the Eligible Retirement Plan specified by the
                    distributee.

           (b)      The term "Eligible Rollover Distribution" means any
                    distribution as provided in Code Section 402(c)(4), or any
                    other provision of the Code which may permit rollovers to
                    the Plan from time to time.

           (c)      The term "Eligible Retirement Plan" means an eligible
                    retirement plan as that term is defined Code Section
                    402(c)(8).


                        ARTICLE IX. LOANS TO PARTICIPANTS

           9.1 Amount of Loan: Loans from the Plan may be made to all
Participants and Beneficiaries who are "parties in interest" within the meaning
of Section 3(14) of the Employee Retirement Income Security Act of 1974, as
amended. Such individuals are referred to herein as "Eligible Borrowers." An
Eligible Borrower may request a loan from his Deferral, Regular Additional, and
Rollover Contribution Accounts, including increments attributable to earnings
thereon. The Plan Manager shall, in the exercise of uniform and
nondiscriminatory procedures, grant such loan request where the requested loan
amount when added to the outstanding balance (if any) of all other loans to the
Eligible Borrower from this Plan, does not exceed the lesser of:

           (a)      $50,000 reduced by the excess (if any) of the highest
                    outstanding balance of loans from the Plan to the Eligible
                    Borrower during the 1-year period ending on the day before
                    the date on which the latest such loan is made, over the
                    outstanding balance of loans from the Plan to the Eligible
                    Borrower on the date on which the latest such loan is made,
                    or

     (b)  one-half  of the  present  value  of the  Eligible  Borrower's  entire
          interest in the Plan,except  that an Eligible  Borrower's  application
          for a loan to acquire his principal residence must evidence compliance
          with Code purposes and provisions as indicated in Section 9.2(c).

           9.2 Terms of Loan: In addition to such rules and regulations as the
Committee may adopt, all loans shall comply with the following terms and
conditions:

          (a)  An application  for a loan by an Eligible  Borrower shall be made
               to the Plan Manager.

           (b)      The period of repayment for any loan, except as set forth in
                    Subsection (c) below, shall be arrived at by mutual
                    agreement between the Plan Manager and the borrower. The
                    terms of each loan shall require repayment on a
                    substantially level amortization basis (with payments not
                    less frequently than quarterly) over a period not to exceed
                    five (5) years except as may otherwise be applicable with
                    respect to an approved leave of absence without pay per
                    Subsection (d) below or as otherwise provided in Subsection
                    (c) below.

           (c)      Notwithstanding the above, the period of repayment for any
                    loan used to acquire the principal residence of an Eligible
                    Borrower shall be arrived at by mutual agreement between the
                    Plan Manager and the borrower. The applying Eligible
                    Borrower shall provide such documentation as shall be
                    required in the discretion of the Plan Manager to assure
                    compliance with Code purposes for principal residence
                    acquisition loans where the Eligible Borrower is seeking a
                    loan term greater than five (5) years. The Plan Manager
                    shall not approve such loan for a term greater than five (5)
                    years where Code compliance is not evidenced.

          (d)  Loan Payment  Suspension During Approved Leave of Absence without
               Pay.

                    (1)     The level amortization requirement does not apply to
                            a period of up to one year during which the Eligible
                            Borrower is on a leave of absence without pay which
                            has been properly approved by the Employer of the
                            Eligible Borrower. However, interest shall continue
                            to accrue during such period of nonpayment. Except
                            as otherwise provided below, if the Eligible
                            Borrower does not pay all of the interest accrued
                            during the period of leave promptly upon returning
                            to work, the loan shall be reamortized as a new,
                            refinanced loan (which may constitute a second
                            refinancing of the original loan as an exception to
                            the one-refinancing rule of Subsection (j)(1)) to
                            establish a new level payment schedule over the
                            remaining period of the original loan term as
                            reduced by the period of leave using the loan
                            balance inclusive of the unpaid accrued interest
                            amounts; if the Eligible Borrower does promptly upon
                            returning to work pay all interest accrued during
                            the period of leave, a revision of payment amounts
                            and due dates to assure compliance with the
                            applicable loan term limitation may yet require
                            refinancing.

                    (2)     The period of a leave of absence without pay shall
                            not extend the term of the loan, as based upon the
                            date of the original loan, beyond the term
                            limitations noted with respect to refinancing
                            Subsection (j)(3)(C). Thus, in the circumstance
                            where it is reasonably anticipated that the period
                            of a leave of absence without pay would terminate
                            at, after or within 6 months before the expiration
                            of the applicable loan term limitation, the Eligible
                            Borrower will be required to continue making
                            payments according to the initial level amortization
                            schedule during the period of leave.

           (e)      Each loan shall be made against collateral which must
                    include, but need not be limited to, that portion of the
                    borrower's Deferral, Regular, Additional and Rollover
                    Contribution Accounts to the maximum extent of 50 percent of
                    his entire interest in the Plan supported by the borrower's
                    collateral promissory note payable to the Plan.

           (f)      Each loan shall bear interest at a reasonable rate
                    established by the Plan Manager. In determining such
                    interest rate, the Plan Manager shall take into
                    consideration interest rates being charged by banks or other
                    financial institutions for comparable loans at the time the
                    loan is made.

          (g)  The minimum loan amount shall be  determined  by the Plan Manager
               but shall not be less than $500.

           (h)      Repayment of loans shall be made by payroll deduction. An
                    Eligible Borrower waives any right to discontinue payroll
                    deductions for loan payment purposes until the promissory
                    note is paid in full. Notwithstanding the foregoing, an
                    Eligible Borrower may prepay the entire amount due under the
                    loan at any time without penalty; partial prepayments are
                    not allowed.

           (i)      Effective August 3, 1992, an Eligible Borrower may have two
                    (2) loans from this Plan outstanding at a time, one (1) of
                    which may be a loan for the acquisition of the Eligible
                    Borrower's principal residence which has a term greater than
                    five (5) years.

          (j)  Effective for loans made on or after August 3, 1992, and prior to
               October 1, 2000:

          (1)  Each loan may be  refinanced  one (1) time  after  thirteen  (13)
               scheduled  payments have been made, except as otherwise  provided
               in Subsection (d)(1).

                    (2)     Loans made prior to August 1, 1992 that have
                            previously been refinanced under Plan rules
                            applicable at the time will not be eligible for
                            refinancing on or after August 3, 1992.

                    (3)              (A) Loan refinancing will not extend the
                                     term of the original loan, calculated from
                                     the original date of the loan, so as to
                                     exceed the five (5) year term limitation
                                     applicable to loans other than to a loan
                                     used to acquire the principal residence of
                                     the Eligible Borrower.

                            (B)      The refinancing of a loan used to acquire
                                     the principal residence of an Eligible
                                     Borrower will not extend the term of the
                                     original loan, calculated from the original
                                     date of the loan.

                    (4)                       (A) (i) Refinancing shall not
                                              require that the Eligible Borrower
                                              borrow any additional amount,
                                              except as is inherent in the
                                              reamortization of a loan to
                                              include unpaid interest following
                                              an approved leave of absence
                                              without pay per Subsection (d)(1)
                                              above.

                         (ii) Effective December 1, 1995,  refinancing shall not
                    be permitted  for the  purposes of  borrowing an  additional
                    amount.

                            (B)      The refinancing of a loan used to acquire
                                     the principal residence of an Eligible
                                     Borrower shall not involve the borrowing of
                                     any additional amount, except as is
                                     inherent in the reamortization of a loan to
                                     include unpaid interest following an
                                     approved leave of absence without pay per
                                     Subsection (d)(1) above.

                    Effective October 1, 2000, no additional refinancings of
outstanding loans shall be permitted.

(k)                 Loan proceeds shall be derived from the Participant's
                    Accounts and Investment Funds in the order set forth in the
                    list below. Such proceeds shall be not derived from any
                    Account until all Accounts previously listed have been
                    exhausted.

                   (1)      An amount equal to all or part of the amounts
                            allocated to the Participant's Deferral Account
                            under Sections 4.1 and 4.3 and invested in
                            Investment Funds other than the Common Stock Fund.

                    (2)     An amount equal to all or part of the amounts
                            allocated to the Participant's Deferral Account
                            under Sections 4.1 and 4.3 and invested in the
                            Common Stock Fund.

                    (3)     An amount equal to all or part of the amounts
                            allocated to the Participant's Rollover Contribution
                            Account under Section 4.8 and invested in Investment
                            Funds other than the Common Stock Fund.

                    (4)     An amount equal to all or part of the amounts
                            allocated to the Participant's Rollover Contribution
                            Account under Section 4.8 and invested in the Common
                            Stock Fund.

                    (5)     An amount equal to all or part of the amounts
                            allocated to the Participant's Regular Contributions
                            Account under Sections 4.2 and 4.3 and invested in
                            Investment Funds other than the Common Stock Fund.

                    (6)     An amount equal to all or part of the amounts
                            allocated to the Participant's Regular Contributions
                            Account under Sections 4.2 and 4.3 and invested in
                            the Common Stock Fund.

                    Effective for all repayments of new and existing Plan loans
                    on and after January 1, 1999, all repayments of Plan loans,
                    including interest, shall be invested in the Investment
                    Funds in accordance with the Participant's current
                    investment election.

          (l)  To the extent the requested loan is derived from amounts invested
               in the Common Stock Fund, a  whole-share  amount from his Account
               as equivalent to, without exceeding, the requested loan amount as
               possible,  shall be sold in the open  market on the NYSE by or on
               behalf of the  Trustee,  at the  direction  of the Plan  Manager,
               after which the proceeds shall be treated as the loan amount, and
               shall  be so  indicated  in the  promissory  note  signed  by the
               Eligible Borrower. The Eligible Borrower shall bear all risk of a
               declining  market  price  to the  time of  sale,  and  the  sales
               commissions and any transactional  taxes inherent to the sale and
               payable  at such  time  shall  be  charged  to the  Participant's
               Account.  The number of shares to be sold in the open  market and
               the  authorization  for such sale shall be  specified  on form(s)
               approved  by the Plan  Manager,  who shall  directly  or via duly
               designated  Company  employee(s)  review the same,  and following
               approval, as a named fiduciary of the Plan, direct the Trustee to
               carry out the sale of shares indicated.

          (m)  Upon Termination of Employment or death, the outstanding  balance
               of the loan plus  interest  due must be repaid in full before any
               distribution  will  be  made  to  the  Eligible  Borrower  or the
               Eligible   Borrower's   Beneficiary.   In  the  absence  of  such
               repayment,  the value of the Eligible Borrower's Account shall be
               reduced by the amount  outstanding on the loan and the net amount
               shall be distributed to the Eligible Borrower or Beneficiary. The
               Eligible  Borrower's  consent  to the loan  shall be treated as a
               consent to a reduction  in his Account  balance in the event of a
               failure to repay such loan. The amount of such Account adjustment
               shall be  treated  as a  distribution  under the  Plan.  Under no
               circumstances,  however, shall any unpaid loan be charged against
               an Eligible  Borrower's Account so long as he remains employed by
               the Employer  unless a distribution  of Deferrals could otherwise
               be made  under  Section  401(k)  of the Code and the  regulations
               issued thereunder.

          (n)  Any scheduled  loan payment shall be regarded as delinquent  upon
               the 15th day  following  the due  date.  If  substantially  level
               repayments of an Eligible  Borrower's  loan are not made at least
               quarterly,  such loan  shall be  treated  as in  default  and the
               entire amount  outstanding on such loan shall become  immediately
               due and payable.  In no event,  however,  shall a foreclosure  on
               such  loan  (by  reduction  of the  Eligible  Borrower's  Account
               balance) occur earlier than the time permitted for  distributions
               under  Section  401(k)  of the  Code and the  regulations  issued
               thereunder.  The foregoing  provisions shall not apply during the
               period of suspension of loan payments during an Employer approved
               leave of absence  without pay which  satisfies the  provisions of
               Subsection (d) above.

          (o)  Notwithstanding  anything herein to the contrary, no loans may be
               made under this  Article IX by an  Eligible  Borrower  during the
               period  in which  the  Committee  is  making a  determination  of
               whether  a  domestic   relations  order  affecting  the  Eligible
               Borrower's  Account  is a  qualified  domestic  relations  order,
               within the meaning of Section 414(p) of the Code. Further, if the
               Committee  is in  receipt  of  written  notice  that a  qualified
               domestic relations order affecting an Eligible Borrower's Account
               is being  sought,  it may prohibit  such  Eligible  Borrower from
               making a loan under this  Article IX until a final  determination
               with respect to such order has been made (or a determination  has
               been  made  that  such  order  will  not be  submitted  within  a
               reasonable  period of time after the  Committee  was  notified of
               such an order).  If the  Committee  is in receipt of a  qualified
               domestic relations order with respect to any Eligible  Borrower's
               Account,  it may prohibit  such  Eligible  Borrower from making a
               loan under this  Article IX until the  alternate  payee's  rights
               under such order are satisfied.  A domestic relations order shall
               not be qualified  if it attempts to assign to an alternate  payee
               an  amount  in  excess   of  the   non-loaned   portion   of  any
               Participant's Account. No alternate payee shall be eligible for a
               loan  under  this  Plan  unless  the  alternate  payee  otherwise
               qualifies as an Eligible Borrower as defined in Section 9.1.

          (p)  Loan  repayments  will be  suspended  under the Plan as permitted
               under Section 414(u) of the Code.

     9.3  Commencement of Loans: No loans shall be made under this Article prior
to January 1, 1987.

           9.4 Employee Transfers from the Employer to an Affiliate: A transfer
by an Eligible Borrower from the Employer to an Affiliate which has not adopted
this Plan shall not affect his Participation under this Article IX of the Plan,
nor, for purposes of the Plan, shall it be deemed to be a Termination of
Employment.

           9.5 Specific Information: The Committee must adopt, announce, and
publish as part of this Plan, additional rules on borrowing under the Plan that
are not inconsistent with the provisions of the Plan and this Section 9. These
rules on the administration of this Plan's loan program must include rules and
provisions on:

          (a)  the   persons   or   positions   authorized   to  assist  in  the
               administration of the loan program;

          (b)  the procedure for applying for loans;

          (c)  the basis on which loans will be approved or denied;

          (d)  the  limitations  (if  any) on the  types  and  amounts  of loans
               offered;

          (e)  the procedure for determining a reasonable rate of interest;

          (f)  the types of collateral that may secure a loan; and

          (g)  the events that  constitute  a default and the steps that will be
               taken to preserve Plan assets in the event of such default.


                               ARTICLE X. VESTING

           10.1 Vesting: A Participant's Deferral, Regular, Additional and
Rollover Contribution Accounts (and earnings thereon) shall be fully vested and
nonforfeitable at all times. Employer contributions made under Article V with
respect to any Plan Year and earnings thereon shall be fully vested and
nonforfeitable at all times.

           10.2 Employee Transfers from the Employer to an Affiliate: A transfer
by a Participant from the Employer to an Affiliate which has not adopted this
Plan shall not affect his participation under this Article X of the Plan, nor,
for purposes of the Plan, shall it be deemed to be a Termination of Employment.


                             ARTICLE XI. FORFEITURES

           11.1 Termination of Employment: Unless vested under Article X,
Employer Contributions and earnings thereon shall be forfeited upon Termination
of Employment.

           11.2 Repayments: A reemployed Participant who received a distribution
from the Plan as a result of a Termination of Employment and forfeited any
Employer Contributions on account of such prior distribution (based on the
vesting requirements in effect prior to July 1, 1989), may repay the full amount
of the distribution provided the Participant is reemployed before incurring five
consecutive Breaks in Service and repays the distribution within five years of
reemployment. All repayments and forfeitures shall be credited to the
Participant's Regular Contribution Account under Section 4.2 for the year of
repayment. All repayments shall be made in accordance with uniform rules adopted
by the Committee.

           11.3 Lost Participants or Beneficiaries: If a Participant or
Beneficiary cannot be located by reasonable efforts of the Committee within a
reasonable period of time after the latest date such benefits are otherwise
payable under the Plan, the amounts in the Participant's Account shall be
forfeited; provided, however, that such forfeited amount shall be restored
(without earnings) if, at any time, the Participant or Beneficiary who was
entitled to receive such benefit when it first became payable shall, after
furnishing proof of their identity and right to make such claim to the
Committee, filed a request for such benefit with the Committee.

           11.4 Application of Forfeitures: All amounts which are forfeited
under this Article shall be applied to reduce any subsequent contributions of
the Employer by which the Participant is employed at the time of the forfeiture.
If the Plan is terminated or if Employer Contributions are completely
discontinued, forfeitures shall be credited ratably to the Accounts of all
Participants at the time of termination or discontinuance of contributions. In
all cases, forfeitures shall be so applied no later than as of the end of the
Plan Year in which the forfeiture occurs.


             ARTICLE XII. LIMITATIONS ON CONTRIBUTIONS AND BENEFITS

     12.1  Definition of Annual Additions:  For  purposes of the Plan,  Annual
Addition shall mean the amount  allocated to a Participant's  Account during the
Limitation Year that constitutes:

    (a)      Employer Contributions,

    (b)      Employee Contributions

    (c)      Forfeitures, and

    (d)      Amounts described in Sections 415(l)(1) and 419A(d)(2) of the Code.

    12.2     Maximum Annual Addition:

           (a) The maximum Annual Addition that may be contributed or allocated
to a Participant's Account under the Plan for any Limitation Year shall not
exceed the lesser of:

       (1)  the Defined Contribution Dollar Limitation, or

       (2)  25 percent of the Participant's Compensation, as defined in Section
            12.4.

           (b) Anything to the contrary herein notwithstanding, this subsection
12.2(b) shall be effective for Limitation Years beginning after December 31,
2001 and modifies the rules in this Section 12.2 for such Limitation Years. The
Annual Additions that may be contributed or allocated to the Participant's
Account under the Plan for any Limitation Year shall not exceed the lesser of:

       (1)   $40,000, as adjusted for increases in the cost-of-living under
             Section 415(d) of the Code; or

       (2)   100 percent of the Participant's Compensation as defined in Section
             12.4 for such Limitation Year.

           12.3 Limitation on Annual Additions: If, notwithstanding the
foregoing provisions of Section 12.2, the limitations with respect to Annual
Additions prescribed hereunder are exceeded with respect to any Participant and
such excess arises as a consequence of the allocation of forfeitures, a
reasonable error in estimating the Participant's compensation, a reasonable
error in determining the amount of Deferrals that may be made with respect to
any individual under the limits of Code Section 415, or under other limited
facts and circumstances that the Internal Revenue Service approves, the excess
amounts attributable to Deferrals may be returned to the affected Participant to
the extent necessary to reduce the excess amounts in the Participant's Accounts.
Such returned amounts shall not be taken into account in applying the
limitations of Section 12.10.


           (a)      To the extent excess amounts remain in the Participant's
                    Accounts, so much of the Participant's Regular Contributions
                    under Sections 4.2 and 4.3 which cause the Participant's
                    Accounts to exceed the maximum Annual Additions shall be
                    returned to the Participant.

           (b)      To the extent excess amounts remain in the Participant's
                    Accounts, such excess shall be utilized to reduce future
                    Employer Contributions on behalf of the Participant for the
                    next succeeding Limitation Year and succeeding Limitation
                    Years as necessary. If the Participant is no longer employed
                    in such a succeeding Limitation Year, such excess amounts
                    will be held unallocated in a suspense Account which shall
                    be used to reduce future Employer Contributions on behalf of
                    the other Participants entitled to an allocation.

           (c)      Any amount returned to a Participant pursuant to Section
                    12.3(a) shall be withdrawn first from any amounts invested
                    in Investment Funds other than the Common Stock Fund and
                    then, if necessary, from the Common Stock Fund.

           12.4     Definitions:  For purposes of Section 12.2:

               (a)  Defined  Contribution  Dollar Limitation shall mean $30,000,
                    as adjusted for increases in the cost of living  pursuant to
                    Section 415(d) of the Code.

               (b)  Compensation  shall mean wages within the meaning of Section
                    3401(a)  of the Code  (without  regard  to any  rules  under
                    Section  3401(a)  that limit the  remuneration  included  in
                    wages based on the nature or location of the  employment  or
                    the  services   performed   (such  as  the   exception   for
                    agricultural  labor in  Section  3401(a)(2))  and all  other
                    payments of  compensation  to an Employee by the Company (in
                    the course of the Company's trade or business) for which the
                    Company  is  required  to  furnish  the  Employee  a written
                    statement under Sections 6401(d), 6051(a)(3) and 6052 of the
                    Code  (a Form  W-2),  and  effective  for  Limitation  Years
                    beginning  on  and  after  January  1,  1998,   all  amounts
                    currently  not  included in the  Employee's  gross income by
                    reason of Sections 125, 132(f)(4) and 402(e)(3) of the Code.

           (c)      Limitation Year shall mean the Plan Year.

           12.5     Special Rules:

               (a)  The   Compensation   limitation   referred   to  in  Section
                    12.2(a)(2) or 12.2(b)(2) shall not apply to:

                    (1)  Any  contribution  for  medical  benefits  (within  the
                         meaning  of  Section  419A(f)(2)  of  the  Code)  after
                         separation  from service which is otherwise  treated as
                         an Annual Addition, or

                    (2)  Any  amount  otherwise  treated  as an Annual  Addition
                         under Section 415(l)(1) of the Code.

               (b)  Recomputation  Not  Required.  The Annual  Addition  for any
                    Limitation  Year beginning  before January 1, 1987 shall not
                    be  recomputed  to treat all  Employee  Contributions  as an
                    Annual Addition.


<PAGE>



           (c)      Adjustment of Defined Benefit Plan Fraction. If the Plan
                    satisfied the applicable requirements of Section 415 of the
                    Code as in effect for all Limitation Years beginning before
                    January 1, 1987, an amount shall be subtracted from the
                    numerator of the defined benefit plan fraction (not
                    exceeding such numerator) as prescribed by the Secretary of
                    the Treasury so that the sum of the defined benefit plan
                    fraction and defined contribution plan fraction computed
                    under Section 415(e)(1) of the Code (as revised by this
                    Section) does not exceed 1.0 for such Limitation Year.

           12.6     Limitation of Benefits and Contributions:

          (a)  Effective  for  Limitation  Years  beginning  prior to January 1,
               2000,  if an  Employee  is or was a  Participant  in one or  more
               defined benefit plans and one or more defined  contribution plans
               maintained by the Employer,  the sum of the Defined  Benefit Plan
               Fraction and his Defined  Contribution  Plan Fraction (as defined
               herein)  shall not  exceed  1.0 for any  year.  If the sum of the
               Defined Benefit Plan Fraction and the Defined  Contribution  Plan
               Fraction shall exceed 1.0 in any year for any Participant in this
               Plan,  the  Employer  shall  adjust the  numerator of the Defined
               Benefit Plan Fraction so that the sum of the Defined Benefit Plan
               Fraction and the Defined  Contribution Plan Fraction shall not be
               in excess of 1.0 in any year for such  Participant  in accordance
               with the provisions set forth above, specifically incorporated by
               reference thereto.

           (b)      For the purpose of this section, the term "Defined Benefit
                    Plan Fraction" for any year shall mean a fraction, the
                    numerator of which is the projected annual benefit payable
                    to a Participant as of the close of the then current year
                    under all plans maintained by the Employer and the
                    denominator of which is the lesser of:

                    (1)     The product of 1.25 multiplied by the maximum dollar
                            limitation for the Plan Year concerned as provided
                            under Internal Revenue Code Section 415, or

                    (2)     The product of 1.4 multiplied by the applicable
                            percentage of compensation limit as defined for this
                            purpose under Internal Revenue Code Section 415.

           (c)      The term "Defined Contribution Plan Fraction" for any year
                    shall mean a fraction the numerator of which is the
                    aggregate amount of annual additions made to a Participant's
                    Accounts under all plans maintained by the Employer as of
                    the close of the then current year and the denominator of
                    which is the sum of the lesser of the following amounts
                    determined for such year and for each prior Year of Service
                    with the Employer:

                    (1)     The product of 1.25 multiplied by the maximum dollar
                            limitation for the Plan Year concerned as provided
                            under Internal Revenue Code Section 415, or

                    (2)     The product of 1.4 multiplied by the applicable
                            percentage of Compensation limit as defined for this
                            purpose under Internal Revenue Code Section 415.

           12.7 Transitional Rule: At the Committee's election, with respect to
any year ending after December 31, 1982, the amount taken into account in
determining the Defined Contribution Plan Fraction with respect to each
Participant for all years ending before January 1, 1983, shall be an amount
equal to the product of (a) and (b), where:

          (a)  Is the Defined  Contribution Plan Fraction in effect for the Plan
               Year ending in 1982, and

          (b)  Is the Transition Fraction.

           "Transition Fraction" means a fraction the numerator of which is the
lesser of $51,874 or 1.4 multiplied by 25% of the Compensation of the
Participant for the year ending in 1981, and the denominator of which is the
lesser of $41,500 or 25% of the Compensation of the Participant for the year
ending in 1981.

           If the plan is a Top-Heavy Plan, as defined by the Tax Equity and
Fiscal Responsibility Act of 1982, then $41,500 shall be substituted for $51,874
in the numerator of the Transition Fraction.

     12.8 Effective Date: The provisions of the foregoing  Sections 12.1 through
          12.7 shall  become  effective  for Plan Years  beginning  on and after
          January 1, 1987.

     12.9 Maximum Amount of Deferrals: Effective January 1, 1987:

          (a)  In no event shall the  aggregate of Deferrals  under  Section 4.1
               (including  Additional  Contributions  made  as  Deferrals  under
               Section  4.3) and such  other  elective  deferrals  as defined in
               Section  402(g)(3)  of the Code  made on a  Participant's  behalf
               under  the  Plan  and  all  other   qualified  cash  or  deferred
               arrangements  maintained  by the  Company or any  Affiliate  with
               respect to any  calendar  year exceed the dollar  limit in effect
               with respect to such year in accordance with Section 402(g)(5) of
               the  Code and the  regulations  thereunder.  Notwithstanding  the
               foregoing,  the  Committee  shall be empowered to prescribe  such
               nondiscriminatory  rules as it deems  necessary  or  advisable to
               facilitate the ease of  administration  of this limit,  including
               but  not  limited  to,   permitting  more  frequent   changes  in
               contribution  rates than are  otherwise  permitted  under Section
               4.5.

          (b)  Notwithstanding any other provision of the Plan, if the aggregate
               of  Deferrals   (including   Additional   Contributions  made  as
               Deferrals under Section 4.3) and such other elective deferrals as
               defined in Section  402(g)(3) of the Code made on a Participant's
               behalf  under the Plan and all other  qualified  cash or deferred
               arrangements  maintained  by the  Company or any  Affiliate  with
               respect to any  calendar  year exceed the dollar  limit in effect
               with respect to such year in accordance with Section 402(g)(5) of
               the Code and the regulations thereunder,  the Excess Deferral (as
               hereinafter defined) and earnings thereon shall be distributed to
               the  Participant  as soon as  practicable  after the Plan Manager
               determines  that the Excess  Deferral was made, but no later than
               the April 15 of the year following the calendar year in which the
               Excess  Deferral  arose.  Any amount  returned  to a  Participant
               pursuant to this Section  12.9(b)  shall be withdrawn  first from
               any amounts  invested in  Investment  Funds other than the Common
               Stock Fund, and then, if necessary, from the Common Stock Fund.

          (c)  Notwithstanding any other provision of the Plan, if the aggregate
               of  Deferrals   (including   Additional   Contributions  made  as
               Deferrals under Section 4.3) and such other elective deferrals as
               defined in Section  402(g)(3) of the Code made on a Participant's
               behalf under any other qualified cash or deferred arrangement not
               maintained  by the Company or any  Affiliate  with respect to any
               calendar  year exceed the dollar  limit in effect with respect to
               such year in  accordance  with Section  402(g)(5) of the Code and
               the regulations thereunder,  the Excess Deferrals (as hereinafter
               defined) and earnings  allocable  thereto may be  distributed  no
               later than April 15 of the calendar  year  following the calendar
               year of the deferral,  to  Participants  who claim such allocable
               Excess Deferrals for the preceding calendar year.

          (d)  For purposes of this Section 12.9,  "Excess Deferrals" shall mean
               the amount of "elective deferrals" (within the meaning of Section
               402(g)(3) of the Code) for a calendar  year that are in excess of
               the applicable dollar limitation under Section 402(g) of the Code
               and are allocable to this Plan.

          (e)  For purposes of Section 12.9(c),  a Participant's  claim shall be
               in writing;  shall be submitted to the Plan Manager no later than
               March 1 of the calendar year following the calendar year in which
               the  Excess  Deferrals  were   contributed;   shall  specify  the
               Participant's  Excess Deferrals for the preceding  calendar year;
               and shall be accompanied by the  Participant's  written statement
               that if such amounts are not distributed,  such Excess Deferrals,
               when added to amounts  deferred under other plans or arrangements
               described in Sections 401(k), 408(k), 403(b) or 501(c)(18) of the
               Code for the  calendar  year,  exceeds  the limit  imposed on the
               Participant  under  Section  402(g) of the Code for such calendar
               year. In the absence of such written  notice,  the amount of such
               Excess   Deferrals   shall  be  subject  to  all  limitations  on
               withdrawals and distributions applicable to Deferrals.

          (f)  The amount of Excess Deferrals that may be distributed under this
               Section  12.9 with  respect to any  Participant  for any calendar
               year  shall be  reduced  by the  amount  of any  Excess  Deferral
               Contributions  previously distributed or recharacterized pursuant
               to Section 12.10,  if any, for the Plan Year, in accordance  with
               regulations  issued under Section  402(g) of the Code. The Excess
               Deferrals  distributed  to a  Participant  with respect to a year
               shall be adjusted  for  earnings  and losses for the Plan Year in
               accordance  with the  provisions  of Article  VII and shall in no
               event exceed the Participant's Deferral Account under the Plan.

12.10  Non-Discrimination Limitation on Deferral Contributions:  Effective
       January 1, 1997:

           (a)      Notwithstanding any other provision of the Plan to the
                    contrary, the Plan Manager shall limit the amount of
                    Deferral Contributions made on behalf of each Highly
                    Compensated Employee for each Plan Year, in addition to all
                    such salary reduction contributions under all other
                    qualified cash or deferred arrangements (as defined in
                    Section 401(k) of the Code) maintained by the Company or an
                    Affiliate in which the Participant participates, to the
                    extent necessary to ensure that either of the following
                    tests is satisfied:

                    (1)     the Actual Deferral Percentage (as hereinafter
                            defined) for the group of Highly Compensated
                            Employees who are eligible to participate in the
                            Plan is not more than the Actual Deferral Percentage
                            for the preceding Plan Year of all other Employees
                            who were eligible to participate in the Plan during
                            such preceding Plan Year multiplied by 1.25; or

                    (2)     the excess of the Actual Deferral Percentage for the
                            group of Highly Compensated Employees who are
                            eligible to participate in the Plan over the Actual
                            Deferral Percentage for the preceding Plan Year of
                            all other Employees who are eligible to participate
                            in the Plan is not more than two percentage points,
                            and the Actual Deferral Percentage for the group of
                            Highly Compensated Employees who are eligible to
                            participate in the Plan is not more than the Actual
                            Deferral Percentage for the preceding Plan Year of
                            all other Employees who are eligible to participate
                            in the Plan multiplied by 2.0.

                    (3)     Notwithstanding the foregoing, the Plan Manager may
                            elect to determine the permissible Actual Deferral
                            Percentage for Highly Compensated Employees who are
                            eligible to participate in the Plan for any Plan
                            Year beginning on or after January 1, 1997 on the
                            basis of the Actual Deferral Percentage for the
                            current Plan Year rather than the preceding Plan
                            Year, of all other Employees who are eligible to
                            participate in the Plan, in accordance with such
                            regulations, notices or other guidance issued under
                            Section 401(k) of the Code

          (b)  If it is determined  prior to any payroll  period that the amount
               of Deferral  Contributions  elected to be made  thereafter  under
               Section 4.1 or Section 4.3 would cause the limitation  prescribed
               in this  Section  12.10 to be  exceeded,  the amount of  Deferral
               Contributions  allowed to be made on behalf of Highly Compensated
               Employees  shall be reduced,  notwithstanding  the limitations on
               contribution   rate  changes  in  Section   4.5.   Except  as  is
               hereinafter provided,  the Participants to whom such reduction is
               applicable and the amount of such  reduction  shall be determined
               pursuant  to such  nondiscriminatory  rules as the  Plan  Manager
               shall prescribe.

          (c)  In addition to the reductions  set forth in Subsection  12.10(b),
               if the limitations under Subsection  12.10(a) are exceeded in any
               Plan Year,  the  Committee  may, in accordance  with  regulations
               issued under Section 401(k)(3) of the Code,  authorize or require
               the   recharacterization  of  Excess  Deferral  Contributions  as
               Regular  Contributions,   provided  that  the  recharacterization
               actually  occurs  within two and a half (2 1/2) months  after the
               close of the Plan Year and  pursuant  to Section 4.2 for the Plan
               Year so that the  limitations in that Plan Year are not exceeded.
               Any  Regular  Contributions  under the Plan that  result from the
               recharacterization of Excess Deferral Contributions in accordance
               with this Subsection,  shall be nonforfeitable  when made and are
               distributable  only  in  accordance  with  the  distribution  and
               withdrawal  provisions  that are  applicable  to Salary  Deferral
               Contributions under the Plan.

          (d)  To  the  extent  such   Deferral   Contributions   exceeding  the
               limitations  under Subsection  12.10(a) are not  recharacterized,
               the Company  may, in its  discretion,  authorize  the Employer to
               make  Qualified  Nonelective  Contributions  to the  Accounts  of
               certain Participants who are not Highly Compensated Employees.

          (e)  To the extent the limitations under Subsection  12.10(a) continue
               to be exceeded  following  such  recharacterization  or making of
               Qualified Nonelective Contributions,  if any, the Excess Deferral
               Contributions made on behalf of Highly Compensated Employees with
               respect to a Plan Year and income allocable  thereto for the Plan
               Year  shall  then  be  distributed  to  such  Highly  Compensated
               Employees as soon as practicable after the end of such Plan Year,
               but no later  than  twelve  months  after  the close of such Plan
               Year.  The  amount  of  income   allocable  to  Excess   Deferral
               Contributions for the Plan Year shall be determined in accordance
               with the regulations  issued under Section 401(k) of the Code and
               the  provisions  of Article  VII.  The amount of Excess  Deferral
               Contributions   distributed   to  any   Participant   under  this
               subparagraph  for any Plan Year  shall be  reduced  by any Excess
               Deferrals previously  distributed to such Participant pursuant to
               Section 12.9, if any, for such Plan Year. Any amount  returned to
               a  Participant   pursuant  to  this  Section  12.10(e)  shall  be
               withdrawn  first from any amounts  invested in  Investment  Funds
               other than the Common Stock Fund,  and then, if  necessary,  from
               the Common Stock Fund.

          (f)  The Plan Manager is authorized to implement rules under which any
               combination of the methods described in the foregoing Subsections
               12.10(b),  12.10(c),  12.10(d)  and  12.10(e)  may be utilized to
               assure that the limitations of Subsection 12.10(a) are satisfied.

       12.11   Nondiscrimination   Limitations  on  Regular   Contributions  and
               Employer Contributions: Effective January 1, 1997:

           (a)      Notwithstanding any other provision of the Plan to the
                    contrary, for each Plan Year, the Plan Manager shall limit
                    the amount of Regular Contributions under Sections 4.2 and
                    4.3 (including any recharacterized Deferrals pursuant to
                    Section 12.10) and Employer Contributions under Section 5.1
                    made by or on behalf of each Highly Compensated Employee to
                    the extent necessary to ensure that either of the following
                    tests is satisfied:

                    (1)     the Actual Contribution Percentage for the group of
                            Highly Compensated Employees who are eligible to
                            participate in the Plan is not more than the Actual
                            Contribution Percentage for the preceding Plan Year
                            of all other Employees who are eligible to
                            participate in the Plan multiplied by 1.25; or

                    (2)     the excess of the Actual Contribution Percentage for
                            the group of Highly Compensated Employees who are
                            eligible to participate in the Plan over the Actual
                            Contribution Percentage for the preceding Plan Year
                            of all other Employees who are eligible to
                            participate in the Plan is not more than two
                            percentage points, and the Actual Contribution
                            Percentage for the group of Highly Compensated
                            Employees who are eligible to participate in the
                            Plan is not more than the Actual Contribution
                            Percentage for the preceding Plan Year of all other
                            Employees who are eligible to participate in the
                            Plan multiplied by 2.0.

                    (3)     Notwithstanding the foregoing, the Plan Manager may
                            elect to determine the permissible Actual
                            Contribution Percentage for Highly Compensated
                            Employees who are eligible to participate in the
                            Plan for any Plan Year beginning on or after January
                            1, 1997 on the basis of the Actual Contribution
                            Percentage for the current Plan Year rather than the
                            preceding Plan Year, of all other Employees who are
                            eligible to participate in the Plan, in accordance
                            with such regulations, notices or other guidance
                            issued under Section 401(k) of the Code.

               (b)  If it is  determined  prior to any  payroll  period that the
                    Regular Contributions under Section 4.2 or Section 4.3 to be
                    contributed thereafter would cause the limitation prescribed
                    in this  Section  12.11 to be  exceeded,  the amount of such
                    contributions  allowed  to be made by or on behalf of Highly
                    Compensated Employees shall be reduced,  notwithstanding the
                    limitations  on  contribution  rate  changes in Section 4.5.
                    Except as is hereinafter provided,  the Participants to whom
                    such   reduction  is  applicable  and  the  amount  of  such
                    reduction    shall   be   determined    pursuant   to   such
                    nondiscriminatory rules as the Plan Manager shall prescribe.

               (c)  Notwithstanding the foregoing paragraph,  if with respect to
                    any Plan Year amounts  contributed by or on behalf of Highly
                    Compensated  Employees exceed the applicable limit set forth
                    in Subsection 12.11(a),  the Company may, in its discretion,
                    authorize  the  making of  additional  contributions  to the
                    Accounts  of  Participants  who are not  Highly  Compensated
                    Employees,  which additional  contributions  shall either be
                    Qualified  Nonelective  Contributions or additional Employer
                    Contributions under Section 5.1. In addition,  in accordance
                    with  regulations  issued under Section  401(m) of the Code,
                    the Plan Manager may elect to treat amounts  attributable to
                    Deferrals as such additional Employer  Contributions  solely
                    for the purposes of satisfying the limitations of Subsection
                    12.11(a).

               (d)  If the limitations under Subsection  12.11(a) continue to be
                    exceeded following such Qualified Nonelective  Contributions
                    or additional  Employer  Contribution  amounts,  if any, the
                    Excess Aggregate  Contributions  made with respect to Highly
                    Compensated  Employees  with respect to such Plan Year,  and
                    any income  attributable  thereto,  shall be  distributed to
                    Highly Compensated Employees in an amount equal to each such
                    Participant's   Regular   Contributions  under  Section  4.3
                    (including recharacterized Deferral Contributions).

               (e)  If the limitations under Subsection  12.11(a) continue to be
                    exceeded following the distributions described in Subsection
                    (d),  the  Regular   Contributions  under  Section  4.2  and
                    associated   Employer   Contributions  along  with  earnings
                    attributable  to such  amounts  for the Plan  Year  shall be
                    distributed  (to  the  extent  already  vested  and,  if not
                    vested,  forfeited)  to the extent of the  remaining  Excess
                    Aggregate  Contributions,  as  determined  pursuant  to such
                    rules and regulations as shall be prescribed by the Internal
                    Revenue  Service  under  Section  401(m) of the Code and the
                    provisions   of  Article   VII,  to  the   affected   Highly
                    Compensated   Employees.   Any  such  forfeitures  shall  be
                    utilized  no later  than as of the last day of the Plan Year
                    in which such  forfeiture  occurs to reduce future  Employer
                    Contributions and to defray  administrative  expenses of the
                    Plan.

               (f)  All Excess Aggregate  Contributions and any income allocable
                    thereto  shall be  forfeited  or  distributed,  as described
                    above,  as soon as  practicable  after the close of the Plan
                    Year, but no later than twelve months after the close of the
                    Plan  Year  in  which  they  occur.  The  amount  of  income
                    allocable  to  Excess  Aggregate   Contributions   shall  be
                    determined in accordance with the  regulations  issued under
                    Section  401(m) of the Code and the  provisions  of  Article
                    VII. The Plan Manager is authorized to implement rules under
                    which  any  combination  of  the  methods  described  in the
                    foregoing  Subsections  12.11(b),  12.11(c),  12.11(d),  and
                    12.11(e) may be utilized to assure that the  limitations  of
                    Subsection 12.11(a) are satisfied.  Any amount returned to a
                    Participant pursuant to Section 12.11(d) or Section 12.11(e)
                    shall be  withdrawn  first  from  any  amounts  invested  in
                    Investment Funds other than the Common Stock Fund, and then,
                    if necessary, from the Common Stock Fund.

               (g)  Notwithstanding  anything to the contrary in Sections  12.10
                    or 12.11,  effective  January  1, 1989,  Deferrals,  Regular
                    Contributions, and Employer Contributions may not be made to
                    this Plan in violation of the rules prohibiting multiple use
                    of  the   alternative   limitation   described  in  Sections
                    401(k)(3)(A)(ii)(II)  and  401(m)(2)(A)(ii)  of the Code and
                    the provisions of Treasury Regulation section  1.401(m)-2(b)
                    and any further guidance issued thereunder. If such multiple
                    use  occurs,  the Actual  Contribution  Percentages  for all
                    Highly Compensated  Employees (determined after applying the
                    foregoing  provisions of Sections  12.10 and 12.11) shall be
                    reduced  in  accordance  with  Treasury  Regulation  section
                    1.401(m)-2(c)  and any further guidance issued thereunder in
                    order  to  prevent  such  multiple  use of  the  alternative
                    limitation.

                    Anything herein to the contrary notwithstanding, the
                    aggregate limit on contributions (the "multiple use test")
                    described in Treasury Regulation section 1.401(m)-2 and this
                    Section 12.11(g) shall not apply for Plan Years beginning
                    after December 31, 2001.

               (h)  Notwithstanding anything in the Plan to the contrary, if the
                    rate of Employer Contributions, determined after application
                    of the corrective  mechanisms described in Section 12.10 and
                    the foregoing provisions of Section 12.11,  discriminates in
                    favor of  Highly  Compensated  Employees,  any such  amounts
                    attributable  to any Excess Deferral  Contributions,  Excess
                    Aggregate  Contributions,  or Excess Deferrals (as described
                    in Subsection  12.9(d)) of each affected Highly  Compensated
                    Employee shall be forfeited so that the rate of contribution
                    is nondiscriminatory.  Any such forfeitures shall be made no
                    later than the end of the Plan Year  following the Plan Year
                    for which the  contribution was made.  Forfeitures,  if any,
                    shall be used no later  than as of the end of the Plan  Year
                    in which they occur to reduce future Employer  Contributions
                    or to defray administrative expenses of the Plan. Any amount
                    forfeited   pursuant  to  this  Section  12.11(h)  shall  be
                    forfeited  first from any  amounts  invested  in  Investment
                    Funds  other  than the  Common  Stock  Fund,  and  then,  if
                    necessary, from the Common Stock Fund.

           12.12 Definitions: For purposes of Sections 12.9, 12.10, and 12.11
(as well as such other provisions of the Plan specifically referring to a
definition in this Section 12.12), the following terms have the following
meanings:

           (a)      The term "Actual Deferral Percentage" means, for a specified
                    group of Employees who are eligible to participate in the
                    Plan for a Plan Year, the average of the ratios (calculated
                    separately for each person in such group) of:

                    (1)  the aggregate of the Deferral contributions  (including
                         any Additional  Contributions treated as Deferrals) and
                         any   Qualified    Non-elective    Contributions    (as
                         hereinafter  defined)  which,  in  accordance  with the
                         rules  set  forth  in   Treasury   Regulation   Section
                         1.401(k)-1(b)(4)  and (5) are,  at the  election of the
                         Plan  Manager,  in fact taken into account with respect
                         to such Plan Year, to

                    (2)  such Employee's Compensation taken into account for the
                         Plan Year.

                    In determining the Actual Deferral Percentages for a Plan
                    Year, any Participant who is suspended from participation
                    pursuant to Section 8.1 and, to the extent required by
                    Section 401(k) of the Code and the regulations and other
                    guidance issued thereunder, any Employee who waives
                    participation under Section 2.14 shall be treated as an
                    eligible Participant. In all events, Actual Deferral
                    Percentages shall be determined in accordance with all of
                    the applicable requirements (including, to the extent
                    applicable, the plan aggregation requirements) of Section
                    401(k) of the Code, and the regulations and other guidance
                    issued thereunder.

           (b)      The term "Actual Contribution Percentage" means, for a
                    specified group of Employees who are eligible to participate
                    in the Plan, the average of the ratios (calculated
                    separately for each person in such group) of:

                          (1)    the aggregate of the Regular Contributions and
                                 Employer Contributions (including Additional
                                 Contributions treated as Regular Contributions,
                                 in addition to such other contributions,
                                 including Qualified Nonelective Contributions
                                 or Deferrals and including all such
                                 Contributions made under all other plans
                                 subject to Section 401(m) of the Code
                                 maintained by the Company or an Affiliate in
                                 which the Participant participates, which, in
                                 accordance with applicable rules and
                                 regulations promulgated by the Internal Revenue
                                 Service, the Plan Manager elects to aggregate
                                 with such Regular Contributions for purposes of
                                 demonstrating compliance with the requirements
                                 of Section 401(m)(2) of the Code) which are
                                 paid to the Trust Fund by or on behalf of each
                                 such Employee for a Plan Year, to

                    (2)  such  Employee's  Compensation  taken into  account for
                         such Plan Year. In determining the Actual  Contribution
                         Percentage  for a Plan  Year,  any  Participant  who is
                         suspended  from  participation  pursuant to Section 8.1
                         and, to the extent  required  by Section  401(m) of the
                         Code and the  regulations  and  other  guidance  issued
                         thereunder, any Employee who waives participation under
                         Section   2.15  shall  be   treated   as  an   eligible
                         Participant.   In  all  events,   Actual   Contribution
                         Percentages  shall be determined in accordance with all
                         of  the  applicable  requirements  (including,  to  the
                         extent applicable,  the plan aggregation  requirements)
                         of Section 401(m) of the Code, and the  regulations and
                         other guidance issued thereunder.

                    (c)  The term "Compensation"  means wages within the meaning
                         of Section  3401(a) of the Code (without  regard to any
                         rules under Section 3401(a) that limit the remuneration
                         included  in wages  based on the nature or  location of
                         the employment or the services  performed  (such as the
                         exception for agricultural labor in Section 3401(a)(2))
                         and all other payments of  compensation  to an Employee
                         by the Company (in the course of the Company's trade or
                         business)  for which the Company is required to furnish
                         the  Employee  a  written   statement   under  Sections
                         6401(d),  6051(a)(3) and 6052 of the Code (a Form W-2),
                         modified to include all amounts  currently not included
                         in the  Employee's  gross  income by reason of Sections
                         125,  132(f)(4)  and  402(e)(3)  of the Code  (for Plan
                         Years beginning on and after January 1, 1998); provided
                         that  the  total  amount  of  Compensation  taken  into
                         account   for  any  Plan  Year  shall  not  exceed  the
                         applicable  annual  compensation  limitation  in effect
                         under  Section  401(a)(17)  of the Code, as adjusted by
                         the Internal  Revenue Service for increases in the cost
                         of living in accordance with Section  401(a)(17) of the
                         Code and the  regulations  and  other  guidance  issued
                         thereunder.  If the Plan Year  consists  of fewer  than
                         twelve months, the foregoing annual  Compensation limit
                         will be  multiplied  by a fraction,  the  numerator  of
                         which is the number of months in the Plan Year, and the
                         denominator  of  which  is  twelve.  In the  case of an
                         Employee who begins,  resumes, or ceases to be eligible
                         to make contributions during a Plan Year, the amount of
                         Compensation included in the Actual Deferral Percentage
                         and Actual  Contribution  Percentage test is the amount
                         of  Compensation  received by the  Employee  during the
                         entire Plan Year.

                    (d)  The term "Excess Aggregate  Contributions"  means, with
                         respect to each Highly Compensated Employee, the amount
                         equal to the  total  amount  of  Regular  Contributions
                         under Section 4.2 (including  Additional  Contributions
                         treated  as   Regular   Contributions)   and   Employer
                         Contributions  under Section 5.1  (determined  prior to
                         the  application  of the leveling  procedure  described
                         below) ("Aggregate Contributions") minus the product of
                         the   Employee's   Actual    Contribution    Percentage
                         (determined  after  the  leveling  procedure  described
                         below)  multiplied by the Employee's  Compensation.  In
                         accordance  with the  regulations  issued under Section
                         401(m)  of the  Code,  Excess  Aggregate  Contributions
                         shall be determined by a leveling procedure under which
                         the  Actual  Contribution   Percentage  of  the  Highly
                         Compensated  Employee with the highest such  percentage
                         shall be reduced to the extent  required  to enable the
                         limitation of Section 12.11(a) to be satisfied,  or, if
                         it results in a lower reduction, to the extent required
                         to cause  such  Highly  Compensated  Employee's  Actual
                         Contribution  Percentage  to equal  that of the  Highly
                         Compensated  Employee with the next highest percentage.
                         This  leveling  procedure  shall be repeated  until the
                         limitations of Subsection 12.11(a) are satisfied.  Once
                         the leveling  procedure has been  completed,  the total
                         dollar amounts of Excess Aggregate  Contributions shall
                         be  determined.  This amount  shall be  distributed  in
                         accordance  with a distribution  procedure  under which
                         the dollar  amount of  Aggregate  Contributions  of the
                         Highly  Compensated  Employee  with the highest  dollar
                         amount of Aggregate  Contributions  shall be reduced to
                         the extent  required to distribute  the total amount of
                         Excess Aggregate  Contributions  or, if it results in a
                         lower  reduction,  to the extent required to cause such
                         Highly   Compensated   Employee's   dollar   amount  of
                         Aggregate  Contributions  to equal the dollar amount of
                         Aggregate   Contributions  of  the  Highly  Compensated
                         Employee  with  the  next  highest   dollar  amount  of
                         Aggregate  Contributions.  This distribution  procedure
                         shall  be   repeated   until   all   Excess   Aggregate
                         Contributions have been distributed.

                    (e)  "Excess Deferral  Contributions" means, with respect to
                         each Highly Compensated  Employee,  the amount equal to
                         total  Employee  Deferrals  on behalf  of the  Employee
                         (determined  prior to the  application  of the leveling
                         procedure  described  below)  minus the  product of the
                         Employee's Actual Deferral Percentage (determined after
                         application  of  Section  12.10 and after the  leveling
                         procedure described below) multiplied by the Employee's
                         Compensation. In accordance with the regulations issued
                         under  Section  401(k)  of the  Code,  Excess  Deferral
                         Contributions   shall  be   determined  by  a  leveling
                         procedure under which the Actual Deferral Percentage of
                         the Highly  Compensated  Employee with the highest such
                         percentage  shall be reduced to the extent  required to
                         enable  the  limitation  of  Section   12.10(a)  to  be
                         satisfied,  or, if it results in a lower reduction,  to
                         the extent  required to cause such  Highly  Compensated
                         Employee's  Actual  Deferral  Percentage  to equal  the
                         Actual  Deferral  Percentage of the Highly  Compensated
                         Employee   with  the  next  highest   Actual   Deferral
                         Percentage.  This leveling  procedure shall be repeated
                         until  the   limitations   of  Section   12.10(a)   are
                         satisfied.   Once  the  leveling   procedure  has  been
                         completed,  the total dollar amounts of Excess Deferral
                         Contributions shall be determined. This amount shall be
                         distributed in accordance with a distribution procedure
                         under which the dollar amount of Employee  Deferrals of
                         the Highly Compensated Employee with the highest dollar
                         amount of  Employee  Deferrals  shall be reduced to the
                         extent  required  to  distribute  the  total  amount of
                         Excess  Deferral  Contributions  or, if it results in a
                         lower  reduction,  to the extent required to cause such
                         Highly Compensated Employee's dollar amount of Employee
                         Deferrals  to  equal  the  dollar  amount  of  Employee
                         Deferrals of the Highly  Compensated  Employee with the
                         next highest dollar amount of Employee Deferrals.  This
                         distribution  procedure  shall be  repeated  until  all
                         Excess Deferral Contributions have been distributed.

                    (f)  "Qualified     Nonelective     Contributions"     means
                         contributions   that  are  made  pursuant  to  Sections
                         12.10(c) or 12.11(c),  meet the requirements of Section
                         401(m)(4)(C)  of the  Code and the  regulations  issued
                         thereunder,  and which are  designated  as a  Qualified
                         Nonelective Contribution for purposes of satisfying the
                         limitations of Sections 12.10(a) or 12.11(a). Qualified
                         Nonelective  Contributions shall be nonforfeitable when
                         made and are distributable  only in accordance with the
                         distribution   and  withdrawal   provisions   that  are
                         applicable  to Tax  Deferred  Contributions  under  the
                         Plan;  provided,  however,  that Qualified  Nonelective
                         Contributions  may  not  be  withdrawn  on  account  of
                         financial  hardship.   If  any  Qualified   Nonelective
                         Contributions  are made,  the  Company  shall keep such
                         records  as  necessary  to  reflect  the amount of such
                         contributions  made  for  purposes  of  satisfying  the
                         limitations  of Section  12.10(a) or Section  12.11(a).
                         Qualified  Nonelective  Contributions may be taken into
                         account  for  purposes of the  limitations  in Sections
                         12.10(a) or 12.11(a) only if the  nondiscrimination and
                         plan  aggregation   conditions  described  in  Treasury
                         Regulation      sections      1.401(m)-1(b)(5)      and
                         1.401(k)-1(b)(5)   and  any   other   guidance   issued
                         thereunder are satisfied.


                       ARTICLE XIII. TOP HEAVY PROVISIONS

           13.1 General Rule: For any Plan Year for which the Plan is a
"Top-Heavy Plan" as defined in Section 13.7 below, any other provisions of the
Plan to the contrary notwithstanding, this Plan shall be subject to the
following provisions:

           (a)      The vesting provisions of Section 13.2.

           (b)      The minimum benefit provisions of Section 13.3.

           (c)      The limitation on benefits set by Section 13.4.

           13.2     Vesting  Provisions:  Each  Participant  shall have a
nonforfeitable  right to the  Employer's  Contributions  and
earnings thereon as provided in Article X.

           13.3 Minimum Benefit Provisions: Each Participant who is a Non-Key
Employee (as defined in Section 13.9 below) shall be entitled to an Employer
Contribution of the lesser of (i) three percent of such Participant's annual
Compensation as defined in Section 12.4(b) or (ii) the highest actual percentage
Employer Contributions made or required to be made on behalf of any Key
Employee. Notwithstanding the preceding sentence, a Participant shall not be
entitled to any minimum Employer Contribution under this Section 13.3 if the
Employer maintains a defined benefit plan providing benefits on behalf of
Participants in this Plan and the defined benefit plan provides a minimum top
heavy benefit.

           13.4 Limitation on Benefits: In the event that the Employer also
maintains a defined benefit plan providing benefits on behalf of Participants in
this Plan, one of the two following provisions shall apply:

           (a)      If for the Plan Year this Plan would not be a "Top-Heavy
                    Plan" as defined in Section 13.7 below if "90 percent" were
                    substituted for "60 percent," then Section 13.3 shall apply
                    for such Plan Year as if amended so that the minimum
                    Employer Contribution is four percent of the Participant's
                    annual compensation.

           (b)      Effective for Limitation Years beginning prior to January 1,
                    2000, if for the Plan Year this Plan would continue to be a
                    "Top-Heavy Plan" as defined in Section 13.7 below if "90
                    percent" were substituted for "60 percent," then the
                    denominator of both the Defined Contribution Plan Fraction
                    and the Defined Benefit Plan Fraction shall be calculated as
                    set forth in Section 12.6 for the Limitation Year by
                    substituting "1.0" for "1.25" in each place such figure
                    appears, except with respect to any individual for whom
                    there are no Employer Contributions, forfeitures or
                    voluntary nondeductible contributions allocated or accruals
                    for such individual under the defined benefit plan.

           13.5 Coordination with Other Plans: In the event that another defined
contribution or defined benefit plan maintained by the Employer provides
contributions or benefits on behalf of Participants in this Plan, such other
plan shall be treated as a part of this Plan pursuant to applicable principles
(such as Rev. Rul. 81-202 or any successor ruling) in determining whether this
Plan satisfies the Top-Heavy requirements.

           13.6 Top-Heavy Plan Definition: This Plan shall be a "Top-Heavy Plan"
for any Plan Year if, as of the Determination Date (as defined in (a) below),
the aggregate of the Account balances for Participants (including former
Participants) who are Key Employees (as defined in Section 13.8 below) exceeds
60 percent of the aggregate of the Account balances for all Participants or if
this Plan is required to be in an Aggregation Group (as defined in (b) below)
which for such Plan Year is a Top-Heavy Group (as defined in (c) below).

     (a)  "Determination  Date"  means  for any  Plan  Year  the last day of the
          immediately preceding Plan Year.

     (b)  "Aggregation  Group" means the group of plans,  if any,  that includes
          both the group of plans that are  required  to be  aggregated  and the
          group of plans that are permitted to be aggregated.

          (1)  The  group  of plans  that are  required  to be  aggregated  (the
               "Required Aggregation Group") includes:

               (i)  Each  plan of the  Employer  in  which a Key  Employee  is a
                    participant, and

               (ii) Each  other  plan of the  Employer  which  enables a Plan in
                    which  a  Key  Employee  is  a   participant   to  meet  the
                    requirements of either Code Sections 401(a)(4) or 410.

               (2)  The group of plans that are permitted to be aggregated  (the
                    "Permissive  Aggregation  Group")  includes any plan that is
                    not  part  of  the  Required   Aggregation  Group  that  the
                    Committee  certifies  as  constituting  a  plan  within  the
                    Permissive Aggregation Group. Such plans may be added to the
                    Permissive  Aggregation  Group only if, after the  addition,
                    the  Aggregation  Group  as a whole  continues  to meet  the
                    requirements of both Code Sections 401(a)(4) and 410.

           (c)      "Top-Heavy Group" means the Aggregation Group, if as of the
                    applicable Determination Date, the sum of the actuarial
                    present value of the cumulative accrued benefits for Key
                    Employees under all defined benefit plans included in the
                    Aggregation Group plus the aggregate of the Accounts of Key
                    Employees under all defined contribution plans included in
                    the Aggregation Group exceeds 60 percent of the sum of the
                    actuarial present value of the cumulative accrued benefits
                    for Key Employees under all such defined benefit plans plus
                    the aggregate Accounts for all employees under such defined
                    contribution plans.

           (d)      Effective for Plan Years beginning after December 31, 1986,
                    solely for the purpose of determining if the Plan, or any
                    other plan included in a required aggregation group of which
                    this Plan is a part, is top-heavy (within the meaning of
                    Section 416(g) of the Code) the accrued benefit of an
                    Employee other than a key employee (within the meaning of
                    Section 416(i)(l) of the Code) shall be determined under (a)
                    the method, if any, that uniformly applies for accrual
                    purposes under all plans maintained by the Affiliated
                    Employer, or (b) if there is no such method, as if such
                    benefit accrued not more rapidly than the slowest accrual
                    rate permitted under the fractional accrual rate of Section
                    411(b)(1)(C) of the Code.

           (e)      In determining whether this plan constitutes a "Top-Heavy
                    Plan," the Committee (or its agent) shall make the following
                    adjustments in connection therewith:

                    (1)     In determining the actuarial present value of the
                            cumulative accrued benefit or the amount of the
                            Account of any Employee, such actuarial present
                            value or Account shall include the amount in dollar
                            value of the aggregate distributions made to such
                            Employee under the applicable plan during the
                            five-year period ending on the Determination Date.
                            Such amounts shall also include distributions to
                            Employees which represented the entire amount
                            credited to their Accounts under the applicable
                            plan.

                    (2)     Further, in making such determination such actuarial
                            present value or such Account shall not include any
                            rollover contribution (or similar transfer)
                            initiated by the Employee and made after December
                            31, 1983, to an applicable plan with respect to
                            whether such plan is Top-Heavy or the Aggregation
                            Group of which it is a part is a Top-Heavy Group.

                    (3)     Further, in making such determination, in any case
                            where an individual is a "Non-Key Employee," as
                            defined below, with respect to an applicable plan
                            but was a Key Employee with respect to such plan for
                            any prior Plan Year, any accrued benefit and any
                            Account of such Employee shall be altogether
                            disregarded. For this purpose, to the extent that a
                            Key Employee is deemed to be a Key Employee if he or
                            she met the definition of Key Employee within any of
                            the four preceding Plan Years, this provision shall
                            apply following the end of such period of time.

           13.7 Key Employee: The term "Key Employee" means any Participant (and
any beneficiary of a Participant) under this Plan who, at any time during the
Plan Year of the Determination Date or during any of the four preceding Plan
Years, is or was one of the following:

           (a)      An officer of the Employer having an annual compensation
                    greater than 150% of the dollar limit on contributions under
                    Internal Revenue Code Section 415(c)(1)(A) in effect for any
                    such Plan Year. For any such Plan Year, there shall be
                    treated as officers no more than the lesser of:

                    (1)  50 Employees, or

                    (2)  10 percent  of the  Employees,  or if  greater  than 10
                         percent, three Employees.

           For this purpose, the highest paid officers shall be selected.

           (b)      One of the 10 Employees owning (or considered as owning, in
                    accordance with applicable principles, such as Internal
                    Revenue Code Section 318 or a successor provision) the
                    largest interests in the Employer.

           (c)      Any person who owns (or is considered as owning, in
                    accordance with applicable principles, such as Internal
                    Revenue Code Section 318 or a successor provision) more than
                    five percent of the outstanding stock of the Employer or
                    stock possessing more than five percent of the combined
                    total voting power of all stock of the Employer.

           (d)      Any person who owns (or is considered as owning, in
                    accordance with applicable principles, such as Internal
                    Revenue Code Section 318 or a successor provision) more than
                    one percent of the outstanding stock of the Employer or
                    stock possessing more than five percent of the combined
                    total voting power of all stock of the Employer and receives
                    annual compensation from the Employer of more than $150,000.

           13.8     Non-Key  Employee:  The term "Non-Key  Employee" means any
Employee (and any beneficiary of an Employee) who is not
a Key Employee.

           13.9 Collective Bargaining Rules: The provisions of Sections 13.2,
13.3 and 13.4 above do not apply with respect to any Employee included in a unit
of employees covered by a collective bargaining agreement and who is covered by
such agreement unless the application of such Sections has been agreed upon with
the collective bargaining agent.

           13.10 Distribution to Key Employees: Notwithstanding any other
provision of this Plan, the entire interest in this Plan of each Participant who
is or at any time has been a Key Employee shall be distributed (or distribution
of such interest shall have begun) to such Participant not later than April 1 of
the taxable year of the Participant in which the Participant attains age 70 1/2.

         13.11 EGTRRA Modifications to Article 13: Notwithstanding any other
provision of this Article 13, this Section 13.11 shall apply for purposes of
determining whether the Plan is a top-heavy plan under Code Section 416(g) of
for Plan Years beginning after December 31, 2001, and whether the Plan satisfies
the minimum benefits requirements of Code Section 416(c) for such years. This
Section modifies the rules in this Article 13 for Plan Years beginning after
December 31, 2001.

                  (a)      Determination of top-heavy status.

                            (1) Key Employee. Key Employee means any Employee or
                    former Employee (including any deceased Employee) who at any
                    time during the Plan Year that includes the Determination
                    Date was an officer of the Employer having annual
                    compensation greater than $130,000 (as adjusted under Code
                    Section 416(i)(1) for Plan Years beginning after December
                    31, 2002), a 5-percent owner of the Employer, or a 1-percent
                    owner of the Employer having annual compensation of more
                    than $150,000. For this purpose, annual compensation means
                    compensation within the meaning of Code Section 415(c)(3).
                    The determination of who is a Key Employee will be made in
                    accordance with Code Section 416(i)(1) and the applicable
                    regulations and other guidance of general applicability
                    issued thereunder.

                            (2) Determination of present values and amounts.
                    This paragraph (2) shall apply for purposes of determining
                    the present values of accrued benefits and the amounts of
                    account balances of Employees as of the Determination Date.

                                     (A) Distributions during year ending on the
                           Determination Date. The present values of accrued
                           benefits and the amounts of account balances of an
                           Employee as of the Determination Date shall be
                           increased by the distributions made with respect to
                           the Employee under the Plan and any plan aggregated
                           with the Plan under Code Section 416(g)(2) during the
                           1-year period ending on the Determination Date. The
                           preceding sentence shall also apply to distributions
                           under a terminated plan which, had it not been
                           terminated, would have been aggregated with the Plan
                           under Code Section 416(g)(2)(A)(i). In the case of a
                           distribution made for a reason other than separation
                           from service, death, or disability, this provision
                           shall be applied by substituting 5-year period for
                           1-year period.

                            (B) Employees not performing services during year
                           ending on the Determination Date. The accrued
                           benefits and accounts of any individual who has not
                           performed services for the Employer during the 1-year
                           period ending on the Determination Date shall not be
                           taken into account.

                  (b) Minimum benefits/Matching contributions. Employer matching
         contributions shall be taken into account for purposes of satisfying
         the minimum contribution requirements of Code Section 416(c)(2) and the
         Plan. The preceding sentence shall apply with respect to matching
         contributions under the Plan or, if the Plan provides that the minimum
         contribution requirement shall be met in another plan, such other plan.
         Employer matching contributions that are used to satisfy the minimum
         contribution requirements shall be treated as matching contributions
         for purposes of the actual contribution percentage test and other
         requirements of Code Section 401(m).

                  (c) The top-heavy requirements of Code Section 416 and this
         Article 10 shall not apply in any year beginning after December 31,
         2001, in which the Plan consists solely of a cash or deferred
         arrangement which meets the requirements of Code Section 401(k)(12) and
         matching contributions with respect to which the requirements of Code
         Section 401(m)(11) are met.



<PAGE>


                          ARTICLE XIV. VOTING OF STOCK

            14.1 Voting of Stock: Each Participant (or Beneficiary of a deceased
Participant) is, for purposes of this Section 14.1, hereby designated as a
"named fiduciary" (within the meaning of ERISA) with respect to the shares of
SCANA Corporation Common Stock credited to his Account and shall have the right
to direct the Trustee with respect to the vote of the shares of SCANA
Corporation Common Stock credited to his Account, on each matter brought before
any meeting of the stockholders of the Company. Before each such meeting of
stockholders, the Company shall cause to be furnished to each Participant (or
Beneficiary) a copy of the proxy solicitation material, together with a form
requesting confidential directions to the Trustee on how such shares of SCANA
Corporation Common Stock credited to such Participant's (or Beneficiary's)
Account shall be voted in each such matter. Upon timely receipt of such
directions, the Trustee shall on each such matter vote as directed the number of
shares (including fractional shares) of SCANA Corporation Common Stock credited
to such Participant's (or Beneficiary's) Account, and the Trustee shall have no
discretion in such matter. The instructions received by the Trustee from
Participants (or Beneficiaries) shall be held in confidence and shall not be
divulged or released to any person, including the Committee, officers or
employees of the Company or an affiliate. The Trustee shall vote shares of SCANA
Corporation Common Stock for which it has not received direction in the same
proportion as directed shares are voted, and the Trustee shall have no
discretion in such matter.

           14.2 Tender Offer Rights With Respect to Stock: The provisions of
this Section 14.2 shall apply in the event a tender or exchange offer,
including, but not limited to, a tender offer or exchange offer within the
meaning of the Securities Exchange Act of 1934, as from time to time amended and
in effect (hereinafter, a "tender offer") for SCANA Corporation Common Stock is
commenced by a person or persons. The Trustee shall have no discretion or
authority to sell, exchange or transfer any of such shares pursuant to such
tender offer except to the extent, and only to the extent, as provided in this
Plan and the trust agreement. Each Participant (or Beneficiary) is, for purposed
of this Section 14.2, hereby designated as a "named fiduciary" (within the
meaning of ERISA) with respect to the shares of SCANA Corporation Common Stock
credited to his Account and shall have the right, to the extent of the number of
whole shares of SCANA Corporation Common Stock credited to his Account, to
direct the Trustee in writing as to the manner in which to respond to a tender
offer with respect to shares of SCANA Corporation Common Stock. The Company
shall use its best efforts to timely distribute or cause to be distributed to
each Participant (or Beneficiary) such information as will be distributed to
stockholders of the Company in connection with any such tender offer. Upon
timely receipt of such instructions, the Trustee shall respond as instructed
with respect to such shares of SCANA Corporation Common Stock. The instructions
received by the Trustee from Participants (or Beneficiaries) shall be held by
the Trustee in confidence and shall not be divulged or released to any person,
including the Committee, officers or employees of the Company or an affiliate.
If the Trustee shall not receive timely instructions from a Participant (or
Beneficiary) as to the manner in which to respond to such a tender offer, the
Trustee shall not tender or exchange any shares of SCANA Corporation Common
Stock with respect to which such Participant (or Beneficiary) has the right of
direction, and the Trustee shall have no discretion in such matter.


                           ARTICLE XV. ADMINISTRATION

           15.1     Plan Administrator:  The Plan shall be administered by the
Committee, as defined in Section 2.06.

           15.2 Powers and Duties of the Committee: The Committee is the
fiduciary that shall have all such powers as may be necessary to discharge its
duties hereunder, including, but not by way of limitation, the power, in its
discretion, to (a) interpret or construe the Plan, (b) determine all questions
of eligibility, (c) determine the classification, status and rights of
Employees, Participants and beneficiaries of Participants, (d) determine the
amount, manner and time and type of any distribution hereunder, and (e) fix
minimum periods of notice where notice is required, all in a manner not
inconsistent with the terms of the Plan. Benefits under the Plan shall be paid
only if the Committee (or its delegate) determines in its discretion that the
Participant (or beneficiary) is entitled to them. All rules and decisions of the
Committee shall be consistently applied to all persons in similar circumstances
and shall be conclusive and binding upon all persons affected thereby. The
Committee shall be entitled to rely upon certificates of the Employer and the
Trustee as to information pertinent to any determination made pursuant to the
Plan.

           The Committee shall cause to be maintained such books of accounts,
records and other data as may be necessary or advisable in its judgment for the
purpose of the proper administration of the Plan.

           The Committee shall direct the Trustee concerning all payments that
shall be made from the Trust pursuant to the Plan.

           The Committee, with respect to the Claims Review Procedure specified
in Section 15.4 of the Plan, assigns to the Plan Manager the responsibility for
making all initial claims determinations. The Committee shall serve in an
appeals review capacity as to those claims denied by the Plan Manager which the
Participant timely submits in writing to the Committee for review.

           If, in the Committee's judgment, any person to whom a distribution is
due is lacking in capacity because of illness, accident or otherwise, the
Committee may authorize a distribution to any person or institution that in the
Committee's judgment is responsible for caring for the person who is entitled to
the distribution.

           The Committee may act at a meeting or in writing without a meeting.
It may adopt such rules and regulations as it deems desirable for the conduct of
its affairs. Decisions by the Committee shall be made by the vote or assent of a
majority of its members. The Committee shall have the power to assign or
allocate any of its responsibilities among its members and to designate one or
more persons (including persons who are not members of the Committee) to carry
out its responsibilities. The Committee delegates and assigns to the Plan
Manager primary responsibility for management of the regular operations of the
Plan.

           Any action by the Committee on matters within its discretion shall be
final and binding upon all interested parties.

           15.3     Claims Procedure:  Claims for benefits under the Plan shall
                    be submitted to the Plan Manager in writing.

           15.4     Claims Review Procedure:

           (a)      The Plan Manager, as the assignee of the Committee per Plan
                    Section 15.2, shall make all claims determinations for
                    benefits under the Plan. Within 90 days after any denial of
                    benefits under the Plan (unless special circumstances
                    require an extension of time not to exceed an additional 90
                    days for processing the claim, in which event written notice
                    of extension shall be furnished to the claimant prior to the
                    termination of the initial 90-day period, and shall indicate
                    both the special circumstances requiring an extension and
                    the date by which the Plan Manager expects to render the
                    final decision), the Plan Manager shall give to the
                    Participant whose claim has been denied, in whole or in
                    part, a written notice stating the following information:

                    (1)  the specific reason or reasons for denial of the claim;

                    (2)  a specific  reference  to pertinent  provisions  of the
                         Plan on which the denial is based;

                    (3)  a description of any additional material or information
                         necessary for the  Participant to perfect his claim and
                         an  explanation  of why such material or information is
                         necessary; and

                    (4)  an explanation of the claims review procedure set forth
                         below.

           (b)              (1) A Participant may request, in writing, a review
                            of his claim provided such request is submitted to
                            the Committee within 60 days after receipt of
                            written notification of the denial of his claim.
                            Failure of the participant to submit a written
                            request for a review of his claim within the
                            allowable 60-day period shall constitute an
                            irrevocable consent by the Participant to the Plan
                            Manager's decision denying the benefit claimed, and
                            the Plan Manager's written notice shall so state.

                    (2)     For the purpose of presenting his claim for review,
                            the Participant may review any pertinent documents
                            of the Plan and submit any issues and comments in
                            writing to the Committee.

           (c)      The Committee shall make a decision with regard to the claim
                    for review within 60 days after receipt of such request for
                    review. The decision on the review shall be in writing and
                    shall include the specific reason or reasons for the
                    decision and references to the pertinent Plan provisions on
                    which the decision is based and will be final.

           15.5     Plan Expenses:  Expenses of administering the Plan shall be
paid by the Plan as otherwise  provided herein,  except
to the extent such expenses are paid by the Employer.

           15.6 Actions Via Electronic or Telephonic Media: Any reference in the
Plan to a requirement for a written designation, application or consent shall be
met if the designation, application or consent is communicated via telephonic,
electronic, or other media in a manner prescribed by the Plan Manager.

         15.7     Authority and Duties:  The duties of the Investment Committee
are as follows:

         (a)      The Investment Committee is responsible for establishing
                  guidelines of investment philosophy and strategy, for
                  establishing and carrying out a funding policy and method in
                  accordance with ERISA Section 403, and for adding or
                  eliminating Investment Funds from the Plan.

         (b)      The Investment Committee will (1) review the Trustee's actions
                  and render reports to the Board of Directors and (2) direct
                  the Trustee to make transfers of assets of the Trust Fund when
                  it has been decided that a particular investment should be
                  changed. The Investment Committee may prepare an annual report
                  (and such other periodic reports as may be requested) of its
                  activities for the Board of Directors.

         (c)      Reports: The Board of Directors will receive and review
                  reports periodically from the Chairman of the Investment
                  Committee with respect to the investment and custody of the
                  Trust.

         15.8     Operation of the Investment Committee:

          (a)  Membership:  The Investment  Committee will elect a Chairman from
               among its members.

          (b)  Actions:  Action by a majority of the  members of the  Investment
               Committee  will be  requisite  and  sufficient  at all  times  to
               constitute action of the Investment  Committee.  However,  in the
               event  majority  action  is not  possible,  the  Chairman  of the
               Investment Committee will decide the action.

          (c)  Term:  Members of the  Investment  Committee  will serve for such
               periods  so long as they  remain in the  positions  specified  in
               Section  2.22,  unless  a member  shall  otherwise  terminate  in
               accordance with Section 15.8(d).

          (d)  Termination:  Whenever  any  member of the  Investment  Committee
               ceases to be an employee of the Corporation or to hold the office
               by reason of which he is  serving  as such a member,  his term of
               office as a member of the Investment Committee will terminate.

          (e)  Delegation:  The members of the Investment Committee may allocate
               among  themselves any of their  responsibilities  under the Plan.
               The Investment Committee may also delegate to a person who is not
               a member  of the  Investment  Committee  the  performance  of any
               fiduciary or nonfiduciary duty. Any such delegation or allocation
               will be in writing  and will be  retained  in the  records of the
               Investment  Committee.  The Investment Committee or the person to
               whom  the  delegation  or  allocation  was  made  will  have  the
               authority to terminate such delegation or allocation at any time,
               with or without cause.

          (f)  Limitation of  Liability:  Neither the Board of Directors nor any
               individual  member thereof will be liable for any act or omission
               of  the   Investment   Committee  or  any  person   carrying  out
               responsibilities as provided above, except to the extent that:

                  (1)      the Board of Directors or a member thereof knowingly
                           participated in or knowingly undertook to conceal an
                           act or omission of the Investment Committee, or knew
                           that an act or omission was a breach of such person's
                           fiduciary duty; or

                  (2)      it is clearly imprudent for the Board of Directors to
                           name the Investment Committee as the fiduciary to
                           whom such responsibility is assigned or to continue
                           the Investment Committee as the named fiduciary.

         15.9 Disbursements from Trust Fund: The Investment Committee shall
determine the form in which disbursements shall be made from the Trust. The
Investment Committee shall determine the due qualifications of persons
authorized to approve and sign the same.

          (a)  Benefits  payable under the provisions of this Plan shall be made
               from the Trust.

          (b)  Expenses  incurred  in  administering  the  Plan  and  Trust,  as
               provided  in  Section  15.5,   including   fees  and  charges  of
               actuaries, attorneys, accountants,  consultants, and the Trustee,
               and  all  expenses  directly  incurred  in  connection  with  the
               investment of Plan assets,  shall be paid from the Trust,  unless
               they  are  paid  by  the  Corporation  or  another  Participating
               Employer.


                              ARTICLE XVI. TRUSTEE

           All contributions under this Plan shall be paid to a Trustee who
shall invest and account for all such amounts and earnings thereon as directed
by provisions of Article VI of this Plan and the related Trust Agreement. The
Trustee shall have such rights, powers and duties as are set forth in the Trust
agreement, including the responsibility of voting the shares of SCANA
Corporation Common Stock held by the Plan in the manner directed under Article
XIV of the Plan. All assets of the Trust shall be held and invested in
accordance with the provisions of the Trust Agreement and the Plan for the sole
benefit of Participants and their beneficiaries. The Trustee shall be
responsible solely for the investment of the assets of the Trust and for the
market sale of whole share amounts for loans, cash-option in-service withdrawals
and cash-option distributions, and for fractional share cash outs associated
with cash-option or share withdrawals and distributions, all as directed by the
Plan Manager and for the safekeeping of the assets of the Trust. In giving such
directions to the Trustee, the Plan Manager is acting in its capacity as a named
fiduciary of the Plan. The Trustee shall be a directed Trustee with respect to
the investment of Plan assets and shall have no discretion regarding the
investment of the Plan's assets (except as otherwise provided in the Trust
Agreement with respect to the making of short-term cash investments and except
to the extent otherwise required by ERISA). The Trustee shall have no
responsibility for the operation or administration of the Plan. The Trustee
shall make only those disbursements and any market sales of whole and fractional
shares related thereto as directed by the Committee or by the Plan Manager
acting under direct authority or on behalf of the Committee in accordance with
Section 15.2 of this Plan and Section 2.3 and the related Trust Agreement.


<PAGE>


                       ARTICLE XVII. FIDUCIARY LIABILITIES

           The Employer, Officers and Directors of the Employer, the Committee
(including the individual members thereof), the Investment Committee (including
the individual members thereof), the Trustee, the Plan Manager and any person
who is deemed to be a fiduciary under the Plan (these persons and entities are
referred to below as "they") shall not be liable for a breach of fiduciary
responsibility of another fiduciary under the Plan except to the extent (a) they
shall have participated knowingly in, or knowingly undertaken to conceal, an act
or omission of such fiduciary, knowing such act or omission was a breach of such
fiduciary's responsibilities, (b) they shall have through a breach of their
fiduciary responsibilities enabled such fiduciary to commit a breach of its
fiduciary responsibilities, or (c) they shall have knowledge of a breach of
fiduciary responsibilities by such fiduciary, unless they made reasonable
efforts to remedy the breach.

           They also shall not be liable for the acts or omissions of any person
or persons to whom any authority, power or responsibility has been allocated or
who have been designated to carry out their responsibilities, except to the
extent they shall have violated their fiduciary responsibilities with respect to
such allocation or designation or would otherwise be liable under provisions of
the immediately preceding paragraph.

           The Committee (including the individual members thereof), the
Investment Committee (including the individual members thereof) and other
fiduciaries who are employed by the Employer shall be indemnified by the
Employer or from proceeds under insurance policies purchased by the Employer
against any and all liabilities arising by reason of any act or failure to act
made in good faith pursuant to the provisions of the Plan, including expenses
reasonably incurred in the defense of any claim relating thereto.

           The Employer, the Committee, the Investment Committee, the Plan
Manager, the Trustee, and, to the extent provided in Section 7.4 and Article
XIV, the Participants are the named fiduciaries of the Plan. Each named
fiduciary shall have only those responsibilities with respect to the control and
management of the operation and administration of the Plan as are expressly
provided under the terms of the Plan and Trust, or as otherwise required by
ERISA.


                     ARTICLE XVIII. AMENDMENT OR TERMINATION

           18.1 General Provision: Except to the extent provided in Section
18.2, the Plan may be amended or terminated by action of the Board of Directors
of SCANA Corporation, but no amendment or termination shall cause any of the
assets of the Trust to be used for or be diverted to any purpose other than the
exclusive benefit of Participants or their beneficiaries and no amendment may
reduce or eliminate any Participant's accrued benefit (including the form and
timing of all optional forms of benefit) in violation of Section 411(d)(6) of
the Code and the regulations thereunder.

           18.2     Special Provision:

          (a)  Authority to Amend.  Effective  December  15, 1993,  the Employee
               Plans  Committee  will have the  authority to amend the Plan from
               time to time subject to Section 18.2(d).

          (b)  Amendment Procedure.  The Employee Plans Committee will determine
               that an  amendment  is  appropriate,  and will  direct that it be
               drafted.  A majority of the Employee Plans Committee members must
               approve the draft.  The Employee  Plans  Committee will deliver a
               copy  of  each   amendment  to  the  Company  and  each  adopting
               subsidiary within 30 days after adoption.

          (c)  Prohibited Amendments.  No amendment under this Section 18.2 will
               be permitted which would have the effect of:

               (1)  permitting  any part of the  assets  of the Trust to be used
                    for   purposes   other   than  the   exclusive   benefit  of
                    Participants;

               (2)  revesting  in any  Employer any portion of the assets of the
                    Trust; or

               (3)  eliminating or reducing any  Participant's  accrued  benefit
                    (including  the form and  timing  of all  optional  forms of
                    benefit) in violation  of Section  411(d)(6) of the Code and
                    the regulations thereunder.

           (d)      Authority to Terminate. The Employee Plans Committee shall
                    have the authority to terminate the Plan at any time but
                    only if the substantial purpose of the Plan is continued by
                    another plan maintained by the Company.


                         ARTICLE XIX. GENERAL PROVISIONS

           19.1 Source of Distributions: Distributions under this Plan shall be
made only out of the Trust. No persons shall have any rights under the Plan with
respect to the Trust, or against the Trustee or the Employer, except as
specifically provided for herein.

           19.2 Non-Alienation of Benefits: Except as otherwise provided by law,
no person shall have the right to assign, alienate, transfer, hypothecate or
otherwise subject to lien an interest in or benefit under the Plan nor shall
benefits under the Plan be subject to the claims of any creditor.

           Notwithstanding the preceding paragraph, in the event that a
qualified domestic relations order (as defined in Section 414(p) of the Code) is
received by the Committee, benefits shall be payable in accordance with such
order and Section 8.13 of the Plan. The Committee is authorized to issue
procedures to effectuate the requirements for administering qualified domestic
relations orders.

           19.3 Merger or Consolidation: In case of a merger or consolidation
with, or transfer of assets or liabilities to, any other plan, each Participant
shall have a benefit at least as large as the benefit he would have been
entitled to had the Plan been terminated immediately before the merger,
consolidation or transfer. The Employee Plans Committee shall have the authority
to direct the merger, consolidation or transfer of assets and liabilities of the
Plan with and into another qualified plan; provided, however, that the Employee
Plans Committee may only merge, consolidate or transfer all of the Plan's assets
and liabilities to another plan if the substantial purpose of the Plan is
continued by another Plan maintained by the Company.

           19.4 Transfer from Affiliate: A Participant in the Plan who was a
participant in a qualified defined contribution plan of an Affiliate that has
not adopted the Plan (the "Prior Employer"), may elect, with the consent of the
Plan Administrator, to transfer his Account from the Prior Employer's plan to
the Plan if such Participant meets the following requirements:

          (a)  the Participant's  most recent employment prior to his employment
               with an Employer was with the Prior Employer; and

          (b)  the  Participant was not deemed to have incurred a termination of
               employee and therefore was not entitled to a  distribution  under
               the  Prior   Employer's  plan  as  a  result  of  the  change  in
               employment.

Any such transfer under this Section 19.4 shall comply with the requirements of
Code Section 411(d)(6).

           19.5     No Right to Employment:  The Plan confers no right upon any
Employee to continue employment with the Employer.

           19.6     Controlling  Law:  The Plan  shall be  governed  by the laws
of the state of South  Carolina,  except to the extent preempted by the laws of
the United States.

           19.7 Military Service: Notwithstanding any provision of this Plan to
the contrary, effective as of December 12, 1994, contributions, benefits and
service credit with respect to qualified military service will be provided in
accordance with Section 414(u) of the Code.

           This restatement shall be effective from January 1, 1989, to and as
of January 1, 2002.

                                   SIGNATURES


           IN WITNESS WHEREOF the undersigned has caused this instrument to be
executed by the duly authorized officer, this 5th day of December, 2001.

                                  SCANA CORPORATION



                                  BY: s/William B. Timmerman
                                      -----------------------------------
                                      William B. Timmerman, Chairman
                                      of the Board and Chief Executive
                                      Officer






Attest:    s/Lynn M. Williams
           ------------------------------------------
           Lynn M. Williams
           Secretary


<PAGE>


                                   APPENDIX I

      Special Provisions for Merged Plans of Acquired or Related Companies


           (A) Effective June 10, 1986, the following special provisions shall
apply under this Plan to all Participants in the CPC Plan on June 9, 1986,
having Account balances in the CPC Plan Trust:

                    1.      All Account balances for Participants in the CPC
                            Plan on June 9, 1986 ("CPC Plan Participants") had
                            their Account balances transferred to this Plan as
                            of June 10, 1986.

                    2.      All other provisions of this Plan, as modified by
                            the provisions of this Appendix I(A), shall apply to
                            the CPC Plan Participants. The provisions of
                            Appendix I(A) shall not apply to any other
                            Participants.

                    3.      Employment with Carolina  Pipeline  Company,  Inc.,
                            shall be considered as employment with the Employer
                            for all purposes relating to service and eligibility
                            under this Plan.

                    4.      Notwithstanding the provisions of Article X of this
                            Plan, the CPC Plan Trust Accounts of the CPC Plan
                            Participants shall be fully vested and
                            nonforfeitable at all times.

                    5.      The value of the Account of each Participant
                            described above in the CPC Plan Trust shall be
                            determined as of June 10, 1986. The balance in that
                            Account shall be transferred to the Trust of this
                            Plan as of that date, shall constitute a balance in
                            the Account of that person, and shall thereafter be
                            subject to all provisions of this Plan relating to
                            Accounts under this Plan.

                    6.      Any amount forfeited under the CPC Plan during the
                            period after the most recent reallocation of
                            forfeitures and prior to June 10, 1986, shall be
                            reallocated under the terms of the CPC Plan as of
                            June 9, 1986.

           (B) Effective April 30, 1993, the following special provisions shall
apply under this Plan to all Participants in the SCANA Corporation Employee
Stock Ownership Plan ("ESOP") on April 29, 1993, having Account balances in the
ESOP:

               1.   All Account  balances for  Participants in the ESOP on April
                    29, 1993 ("ESOP  Participants")  had their Account  balances
                    transferred to this Plan as of April 30, 1993.

               2.   All  other  provisions  of this  Plan,  as  modified  by the
                    provisions  of this Appendix  I(B),  shall apply to the ESOP
                    Participants.  The  provisions  of  Appendix  I(B) shall not
                    apply to any other Participants.

               3.   Periods of  participation in the ESOP shall count as periods
                    of  participation  in this Plan for all  purposes of Article
                    VIII. Periods during which assets were invested in shares of
                    Common  Stock  under the ESOP shall be  aggregated  with all
                    such periods of  investment  under this Plan for purposes of
                    Article VIII.

               4.   The ESOP  Accounts of the ESOP  Participants  shall be fully
                    vested and nonforfeitable at all times.

               5.   Notwithstanding  anything in Article  VIII to the  contrary,
                    shares of Common  Stock  attributable  to the ESOP  shall be
                    distributable to ESOP  Participants  after such amounts have
                    been allocated to the  Participant's  Account for 84 months,
                    including  periods  during  which such assets were  invested
                    under the ESOP prior to its merger with this Plan. Following
                    such 84-month  holding  period,  a Participant  may elect to
                    make  withdrawals  from his transferred  ESOP Account in the
                    following   order:   (a)   Employee    voluntary    matching
                    contributions;  (b) Company contributions  (unmatched);  and
                    (c) Company matching contributions. Such withdrawals may not
                    be made  from any  Account  until  all  Accounts  previously
                    listed have been exhausted.  An ESOP  Participant may make a
                    withdrawal under this Appendix I(B)(6) once in any six-month
                    period.   Any  such  withdrawal  shall  be  subject  to  the
                    otherwise applicable provisions of Article VIII.

               6.   In no event shall the accrued benefit under the ESOP for any
                    ESOP  Participant  (including  the  form and  timing  of all
                    optional  forms of  benefit) be  modified  in  violation  of
                    Section   411(d)(6)   of  the  Code   and  the   regulations
                    thereunder,  except to the extent  required  to comply  with
                    applicable requirements of the Code.

           (C) Effective September 1, 2000, the following special provisions
shall apply under this Plan to all participants in the Public Service Company of
North Carolina, Inc. Special Savings and Retirement Plan and Trust (the "PSNC
Plan") on August 31, 2000, having Account balances in the PSNC Plan:

               1.   All Account  balances for  participants  in the PSNC Plan on
                    August 31,  2000  ("PSNC  Participants")  had their  Account
                    balances transferred to this Plan as of September 1, 2000.

               2.   All  other  provisions  of this  Plan,  as  modified  by the
                    provisions  of this Appendix  I(C),  shall apply to the PSNC
                    Participants.  The  provisions  of  Appendix  I(C) shall not
                    apply to any other Participants.

               3.   Periods of  participation  in the PSNC Plan  shall  count as
                    periods of  participation  in this Plan for all  purposes of
                    Article VIII.

               4.   The value of the Account of each PSNC Participant  described
                    above in the PSNC Plan shall be  determined  as of September
                    1, 2000. The balance in that Account shall be transferred to
                    the Trust of this Plan as of that date,  shall  constitute a
                    balance in the Account of that person,  and shall thereafter
                    be  subject  to all  provisions  of this  Plan  relating  to
                    Accounts under this Plan.

               5.   Any amount  forfeited  under the PSNC Plan during the period
                    after the most recent  reallocation of forfeitures and prior
                    to September 1, 2000,  shall be reallocated  under the terms
                    of the PSNC Plan as of August 31, 2000.

               6.   In  connection  with the transfer of Accounts  from the PSNC
                    Plan  to  this  Plan,  all  amounts   attributable  to  PSNC
                    Participants' pre-tax elective deferrals, after-tax employee
                    contributions,  and other employer contributions  (including
                    matching  contributions  under  the  PSNC  Plan)  have  been
                    allocated to corresponding Deferral,  Regular Contributions,
                    and  Employer  Contributions  Accounts  in this  Plan.  Such
                    amounts  shall  retain their  character as pre-tax  elective
                    deferrals,  after-tax  employee  contributions,  or employer
                    contributions as determined under the PSNC Plan and shall be
                    invested in this Plan in accordance with PSNC  Participants'
                    direction.   Notwithstanding   the  foregoing,   if  a  PSNC
                    Participant   is  credited  with  less  than  60  months  of
                    participation  in the Plan  (including  service  in the PSNC
                    Plan),  an  amount  equal  to  the  amount  attributable  to
                    matching  contributions  under the PSNC Plan  transferred on
                    behalf of such  Participant  from the PSNC Plan shall not be
                    considered an amount  available for withdrawal under Section
                    8.1(b)(7)  of the Plan until  January  1, 2002.  In no event
                    shall the  accrued  benefit of any PSNC  Participant  in the
                    PSNC Plan (including the  availability of all optional forms
                    of  benefit)  be  modified  in  violation  of  Code  Section
                    411(d)(6)  and the  regulations  thereunder,  except  to the
                    extent,  if any,  required  to  comply  with the  applicable
                    requirements of the Code.

               7.   Notwithstanding  the  otherwise  applicable   provisions  of
                    Article  8 of the  Plan,  a PSNC  Participant  who  has  not
                    separated  from  service  with the  Company or an  Affiliate
                    shall  have  the  right  to  withdraw,  in  accordance  with
                    otherwise  applicable  procedures set forth in Article 8 and
                    as established by the Plan Manager, any or all of the amount
                    to  the  credit  of  such  PSNC  Participant  in  such  PSNC
                    Participant's Prior Employee  Contributions Account or Prior
                    Employer  Contribution  Account as transferred from the PSNC
                    Plan.  All other amounts  transferred  from the PSNC Plan to
                    this Plan shall be available  for  withdrawal  in accordance
                    with the otherwise applicable terms of the Plan.

               8.   Notwithstanding the otherwise applicable language of Article
                    8 of the  Plan,  effective  for  distributions  made  before
                    January 1, 2001, the following  provisions are applicable to
                    the amounts  transferred  from the PSNC Plan (In  accordance
                    with IRS regulations issued under Code Section 411(d)(6) the
                    following  provisions  shall not apply to any  distributions
                    made on or after January 1, 2001.):

                    (a)  Qualified  Annuity  Requirement.  Except as provided in
                         Paragraph  7(c), the Qualified  Annuity  requirement of
                         this  Paragraph  7(a)  shall  apply  with  respect to a
                         Participant if such  Participant was alive on August 2,
                         1984 and had at least one (1) Hour of Service under the
                         PSNC  Plan  on  or  after  August  23,  1984.  If  such
                         requirement applies to a Participant and a Distribution
                         to such  Participant  commences on or after  January 1,
                         1985,  then (i) where there is no  Qualified  Waiver in
                         effect with  respect to the  Qualified  Annuity form of
                         Distribution,   the  method  of  Distribution  to  such
                         Participant  shall be by purchasing a Qualified Annuity
                         with the amount  distributable  to such Participant and
                         distributing    such   Qualified    Annuity   to   such
                         Participant, and (ii) where there is a Qualified Waiver
                         in effect with respect to the Qualified Annuity form of
                         Distribution,   the  method  of  Distribution  to  such
                         Participant  shall  be in the  form  of a  single  cash
                         payment.

                    (b)  Qualified Preretirement Annuity Requirement.  Except as
                         provided in Paragraph 7(c), the Qualified Preretirement
                         Annuity  requirement of this Paragraph 7(b) shall apply
                         with respect to a Participant if such  Participant  was
                         alive on August 23,  1984 and had at least one (1) Hour
                         of Service  under the PSNC Plan on or after  August 23,
                         1984.  If such  requirement  applies  with respect to a
                         Participant  and  such  Participant  dies  prior to the
                         commencement  of  Distribution  and is survived by such
                         Participant's spouse, then:

                    (i)  where there is no Qualified  Waiver with respect to the
                         Qualified   Preretirement   Survivor  Annuity  form  of
                         Distribution   in   effect   at  the   time   of   such
                         Participant's   death,   the   spouse   shall   be  the
                         Participant's    Beneficiary    and   the   method   of
                         Distribution  to  the  Beneficiary   shall  be  (A)  by
                         purchasing a Qualified  Preretirement  Survivor Annuity
                         with the amount  distributable  to such Beneficiary and
                         distributing  such  Qualified   Preretirement  Survivor
                         Annuity   to   such   Beneficiary   or  (B)   at   such
                         Beneficiary's election, in a single cash payment; and

                    (ii) where  there  is a  Qualified  Waiver  in  effect  with
                         respect to the Qualified Preretirement Survivor Annuity
                         form  of  Distribution,  the  Beneficiary  shall  be as
                         provided in or  permitted by the  Qualified  Waiver and
                         the method of Distribution to such Beneficiary shall be
                         a single cash payment.

                    (c)  Exceptions.   The  Qualified  Annuity   requirement  of
                         Paragraph 7(a) and the Qualified Preretirement Survivor
                         Annuity  requirement of Paragraph 7(b) (as the case may
                         be) shall not apply with respect to:

                    (i)  any  Participant who first becomes a Participant in the
                         PSNC Plan on or after April 1, 1985;

                    (ii) to  the  extent   permitted  by  applicable   law,  any
                         Participant who first becomes a Participant in the PSNC
                         Plan prior to April 1, 1985;

                    (iii)any  Distribution  commencing  on or after  January  1,
                         2000; and

                    (iv) any  Distribution  with respect to a Participant  whose
                         Accounts do not exceed Five Thousand  Dollars  ($5,000)
                         in the aggregate.

                                    (d) Notice Requirements. The Committee shall
                            provide each Participant with respect to whom the
                            Qualified Joint and Survivor Annuity requirement of
                            Paragraph 7(a) applies, within a reasonable period
                            of time prior to the commencement of Distribution,
                            with a written explanation of (i) the terms and
                            conditions of the Qualified Annuity, (ii) such
                            Participant's right to make, and the effect of, a
                            Qualified Waiver with respect to the Qualified
                            Annuity form of Distribution, (iii) the rights of
                            such Participant's spouse as to spousal consent with
                            respect to the Qualified Waiver and (iv) the right
                            to make, and the effect of, a revocation of a
                            Qualified Waiver. The Committee shall also provide
                            each Participant with respect to whom the Qualified
                            Preretirement Survivor Annuity requirement of
                            Paragraph 7(b) applies with a written explanation
                            with respect to the Qualified Preretirement Survivor
                            Annuity that is comparable to the explanation
                            hereinabove required with respect to the Qualified
                            Annuity. The Committee shall provide such written
                            explanation with respect to the Qualified
                            Preretirement Survivor Annuity within the period (i)
                            beginning on the first day of the Plan Year in which
                            such Participant attains age thirty-two (32) and
                            (ii) ending with the close of the Plan Year in which
                            such Participant attains age thirty-five (35). If
                            such Participant becomes a Participant in the Plan
                            after the first day of the Plan Year in which such
                            Participant attains age thirty-two (32), however,
                            the Committee shall provide the written explanation
                            with respect to the Qualified Preretirement Survivor
                            Annuity to such Participant no later than the close
                            of the second Plan Year following such Participant's
                            becoming a Participant in the Plan.

                    (e)  Definitions.  For  purposes  of this  Paragraph  7, the
                         following  terms shall have the  -----------  following
                         meanings:

                      (i) Applicable Election Period means:

                    (A)  in the case of a  Participant's  election  to waive the
                         Qualified Annuity form of Distribution, the ninety (90)
                         day  period  ending  on the  date  of  commencement  of
                         Distribution; and

                    (B)  in the case of a  Participant's  election  to waive the
                         Qualified   Preretirement   Survivor  Annuity  form  of
                         Distribution,  the period which begins on the first day
                         of the Plan Year in which such Participant  attains age
                         thirty-five   (35)   and  ends  on  the  date  of  such
                         Participant's  death;  provided,  however,  in the case
                         such  Participant  separates from Service,  such period
                         under this  subparagraph  (B), with respect to benefits
                         accrued  before  the  date  of  such   separation  from
                         Service.

                    (ii) Qualified Annuity means: -----------------

                    (A)  with respect to a married  Participant,  an annuity for
                         the life of such  Participant  with a survivor  annuity
                         for the life of such Participant's  spouse which is not
                         less than fifty  percent  (50%),  nor greater  than one
                         hundred percent (100%),  of the amount which is payable
                         during  the joint  lives of such  Participant  and such
                         spouse; and

                    (B)  with  respect to an unmarried  Participant,  an annuity
                         for the life of such Participant.

                    (iii)Qualified  Preretirement  Survivor Annuity means,  with
                         respect to the surviving  spouse of a  Participant,  an
                         annuity for the life of such surviving spouse.

                    (iv) Qualified Waiver means,  with respect to a Participant,
                         a written  election  by such  Participant  to waive the
                         Qualified Annuity form of Distribution or the Qualified
                         Preretirement Survivor Annuity form of Distribution (as
                         the case may be).  Such election must be in writing and
                         delivered  to the  Committee  at any  time  during  the
                         Applicable   Election   Period  with  respect  to  such
                         election.  If the Participant is married, such election
                         shall not be  effective  unless  (A) the spouse of such
                         Participant  consents in writing to such  election  and
                         such spouse's said consent  acknowledges  the effect of
                         such  election  and is  witnessed  by a  member  of the
                         Committee or other  representative  of the Plan or by a
                         notary  public  or  (B)  it  is   established   to  the
                         satisfaction  of the Committee or other  representative
                         of the  Plan  that  such  consent  may not be  obtained
                         because there is no spouse,  because such spouse cannot
                         be located,  or because of such circumstances as may be
                         prescribed by  applicable  Code  regulations.  Any such
                         consent by a spouse, or establishment  that the consent
                         of a spouse  may not be  obtained,  shall be  effective
                         only with respect to that spouse.  Any Qualified Waiver
                         by a Participant  may be revoked without the consent of
                         such  Participant's  spouse to such revocation,  at any
                         time during the Applicable Election Period with respect
                         to  such   Qualified   Waiver  by  written   notice  of
                         revocation  delivered  to  the  Committee  during  such
                         Applicable   Election   Period.   Following   any  such
                         revocation, such Participant may make another Qualified
                         Waiver pursuant to the provisions set forth above.



<PAGE>


                                   APPENDIX II

                                Investment Funds


Investment Funds may be added or eliminated from the Plan at any time at the
discretion of the Employee Plans Committee or its delegate. Effective November
1, 2000, Investment Funds may be added or eliminated from the Plan at any time
at the discretion of the Investment Committee. The following Investment Funds
are available under the Plan on and after November 1, 2000:


IRT                                Stable Value Fund: The Fund seeks to
                                   preserve value while providing
                                   consistently high levels of current
                                   income and liquidity. The Fund invests in
                                   a diversified portfolio of investment
                                   companies issued by large insurance
                                   companies, banks and other financial
                                   institutions as determined by the Fund's
                                   investment manager.
PIMCO Total Return Fund:           This Fund  seeks to achieve  total  return
                                   consistent  with  preservation  of
                                   capital. As determined by the Fund's
                                   investment  manager,  the Fund invests at
                                   least  65% of  assets  in  debt  securities,
                                   including  U.S.  government  and
                                   corporate bonds, and mortgage-related
                                   securities, and it may invest up to 20%
                                   of assets in  securities  denominated  in
                                   foreign  currencies.  The  portfolio
                                   duration generally ranges from three to six
                                   years.
American Century Income & Growth   The  American  Century  Income & Growth Fund
Fund:                              seeks  dividend  growth,  current
                                   income,  and capital  appreciation.  As
                                   determined  by the Fund's  investment
                                   manager, the Fund invests primarily in
                                   common stocks selected from a universe of
                                   the 1,500 largest companies traded in the
                                   United States. The Fund may also invest a
                                   small portion of assets in foreign
                                   securities.
IRT 500 Index Fund:                As  determined  by the Fund's  investment
                                   manager,  the Fund seeks to achieve
                                   investment  returns that closely  replicate
                                   the total returns generated by the
                                   Standard & Poor's 500 Composite  Stock Index,
                                   an unmanaged index comprised of
                                   U.S.  common stocks  weighted to companies
                                   with large market  capitalizations.
                                   The portfolio is broadly  diversified  and
                                   consists of large cap,  "blue chip"
                                   stocks.
INVESCO                            Blue Chip Growth Fund: The Fund seeks to
                                   achieve long-term capital growth with
                                   investment income as a secondary
                                   objective. As determined by the Fund's
                                   investment manager, investment policies
                                   mainly focus on large-capitalization
                                   common stocks with the potential for
                                   above-average earnings growth.
MAS Mid-Cap Value Fund:            The Fund seeks total return  consistent  with
                                   reasonable  risk. As determined
                                   by the Fund's  investment  manager,  the Fund
                                   normally invests at least 65% of
                                   assets in equities of companies that are
                                   undervalued and fall in the range of
                                   the S&P  MidCap  400  Index.  The Fund aims
                                   to  achieve a lower P/E ratio than
                                   the  S&P  400.  It  may  invest  up to 5% of
                                   assets  in  foreign  securities,
                                   excluding  ADRs. The Fund may also invest in
                                   preferred  stocks,  convertibles, corporate
                                   debt, and U.S. government obligations.


<PAGE>



The MFS Mid-Cap Growth Fund:     The Fund  seeks  long-term  growth of
                                 capital.  As  determined  by the Fund's
                                 investment  manager,  the Fund  normally
                                 invests  at least  65% of  assets in
                                 equity securities of companies with
                                 medium market capitalizations. The Fund's
                                 investment  manager  determines market
                                 capitalization by selecting  companies
                                 that fall  within  the range of the S&P
                                 MidCap 400 index . It may invest up to
                                 20% in debt  rated  below BBB and up to
                                 35% of assets in  foreign  securities,
                                 not including ADRs. The Fund is
                                 nondiversified.
Berger                           Small Cap Value Fund: The Fund seeks to
                                 achieve capital appreciation by investing
                                 in common stocks. As determined by the
                                 Fund's investment manager, the Fund may
                                 invest in special situations (companies
                                 experiencing reorganizations, mergers or
                                 particular tax advantages) and unseasoned
                                 companies, as well as in options.
INVESCO                          Small Company Growth Fund: The Fund seeks
                                 to achieve maximum long-term capital
                                 growth by investing its assets
                                 principally in a diversified group of
                                 equity securities as determined by the
                                 Fund's investment manager. These are the
                                 securities of small or undiscovered
                                 companies that show potential for
                                 increased size, profitability, and
                                 industry/market awareness. Current income
                                 is not an objective of the Fund.
EuroPacific Growth Fund:         The Fund  normally  invests  at least 65%
                                 of assets  in equity  securities  of
                                 issuers domiciled in Europe or the
                                 Pacific Basin as determined by the Fund's
                                 investment  manager.  It may invest up to
                                 20% of assets in  securities  issued
                                 in developing  countries.  In addition to
                                 direct foreign investment,  the Fund
                                 may purchase American depository receipts.
                                 It may also invest in convertible
                                 securities  and  straight  debt  securities;
                                 no more than 5% of assets may be
                                 invested in debt securities rated below
                                 investment-grade.
SCANA                            Stock Fund: The SCANA Stock choice
                                 consists of SCANA Common Stock. The
                                 investment objective is to provide
                                 participants with the opportunity for
                                 capital appreciation and dividend income,
                                 while participating in the financial
                                 future of SCANA. Because this is only one
                                 stock, it is considered riskier than
                                 other investment options that consist of
                                 many different securities.
IRT                              Intermediate Return Fund: The Fund seeks
                                 to provide high total return through
                                 current income and capital appreciation
                                 from four asset classes: stable value,
                                 bond, value equity, and growth equity. As
                                 determined by the Fund's investment
                                 manager, the target mix of the Fund is
                                 40% stable value, 20% bond, and 30% value
                                 equity and 10% growth equity.
IRT Growth and Income Fund:      The Fund  seeks to  provide  high  total
                                 return  through  current  income and
                                 capital  appreciation  from four asset classes:
                                 stable  value,  bond,  value equity, and growth
                                 equity.  As determined by the Funds' investment
                                 manager, the target mix of the Fund is 20%
                                 stable  value,  20% bond,  30% value  equity
                                 and 30% growth equity.
IRT                              Maximum Appreciation Fund: The Fund seeks
                                 to achieve capital appreciation as a
                                 primary objective, with current income as
                                 a secondary goal, from four asset
                                 classes: stable value, bond, value equity
                                 and growth equity. As determined by the
                                 Fund's investment manager, the target mix
                                 of the Fund is 10% stable value, 10%
                                 bond, 30% value equity, and 50% growth
                                 equity.



<PAGE>





                                                             Exhibit 5.01



                                  August , 2002



SCANA Corporation
1426 Main Street
Columbia, South Carolina  29201



Dear Sirs:

     SCANA Corporation (the "Company") proposes to file with the Securities and
Exchange Commission a Registration Statement on Form S-8 for the registration
under the Securities Act of 1933 of a proposed public offering and sale of up to
5,000,000 shares of the Company's Common Stock, without par value (the "Stock"),
which may be issued under the Company's Stock Purchase-Savings Plan (the
"Plan").

     I have participated in the preparation of the aforesaid Registration
Statement and am familiar with all other proceedings of the Company in
connection with the Plan and the proposed issuance of the Stock thereunder. I
have also made such further investigation as I have deemed pertinent and
necessary as a basis for this opinion.

     Based upon the foregoing, I advise you that, upon (a) the aforesaid
Registration Statement becoming effective; (b) issuance of the Stock in
accordance with the terms of the Plan; (c) the due execution, registration and
countersignature of the certificates for the Stock; and (d) the delivery of the
Stock to the purchasers thereof against receipt of the purchase price therefor;
in my opinion the Stock will have been duly authorized and legally and validly
issued and will be fully paid and nonassessable.

     I hereby consent to the use of this opinion in connection with the
aforesaid Registration Statement.



                                Very truly yours,


                                s/H. Thomas Arthur
                                H. Thomas Arthur
                                Senior Vice President, General Counsel
                                and Assistant Secretary








<PAGE>





                                                                 Exhibit 23.01




INDEPENDENT AUDITORS' CONSENT





     We consent to the incorporation by reference in this Registration Statement
of SCANA Corporation on Form S-8 of our report dated February 8, 2002 (March 1,
2002 as to Note 16), appearing in the Annual Report on Form 10-K of SCANA
Corporation for the year ended December 31, 2001.





s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Columbia, South Carolina
August 2, 2002


<PAGE>

                                                            Exhibit 23.02


INDEPENDENT AUDITORS' CONSENT





     We consent to the incorporation by reference in this Registration Statement
of SCANA  Corporation on Form S-8 of our report dated March 15, 2002,  appearing
in the Annual Report on Form 10-K of SCANA  Corporation  Stock  Purchase-Savings
Plan for the year ended December 31, 2001.





s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Columbia, South Carolina
August 2, 2002




<PAGE>




                                                                Exhibit 24.01


                                POWER OF ATTORNEY

     Each of the undersigned  directors of SCANA  Corporation  (the  "Company"),
hereby appoint W. B. Timmerman, Kevin B. Marsh and H. Thomas Arthur, and each of
them severally, his or her true and lawful attorney or attorneys, with the power
to act with or  without  the  others,  and with full power of  substitution  and
re-substitution,  to execute  in his or her name,  place and stead in his or her
capacity as director of the Company and to file with the Securities and Exchange
Commission  under  the  Securities  Act of  1933,  as  amended,  a  registration
statement  on Form S-8 and any and all  amendments  thereto  with respect to the
issuance and sale of an  additional  5,000,000  shares of the  Company's  common
stock pursuant to the Company's Employee Stock Purchase-Savings Plan.

Dated:   August 1, 2002
         Columbia, South Carolina


s/B. L. Amick                              s/W. H. Hipp
-----------------------                    ------------------------
B. L. Amick                                W. H. Hipp
Director                                   Director


s/J. A. Bennett                            s/L. M. Miller
-----------------------                    ------------------------
J. A. Bennett                              L. M. Miller
Director                                   Director


s/W. B. Bookhart, Jr.                      s/M. K. Sloan
-----------------------                    ------------------------
W. B. Bookhart, Jr.                        M. K. Sloan
Director                                   Director


s/W. C. Burkhardt
-----------------------                    -------------------------
W. C. Burkhardt                            H. C. Stowe
Director                                   Director


s/E. T. Freeman                            s/W. B. Timmerman
-----------------------                    --------------------------
E. T. Freeman                              W. B. Timmerman
Director                                   Director


s/D. M. Hagood                             s/G. S. York
------------------------                   ---------------------------
D. M. Hagood                               G. S. York
Director                                   Director
[{"type": "S-8", "sequence": "1", "filename": "s8filing02.txt", "description": "FORM S-8", "secsgml_size_bytes": 279916}]
{"company-data": {"conformed-name": "SCANA CORP", "cik": "0000754737", "assigned-sic": "4931", "irs-number": "570784499", "state-of-incorporation": "SC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-97555", "film-number": "02717895"}, "business-address": {"street1": "1426 MAIN ST", "street2": "MAIL CODE - 051", "city": "COLUMBIA", "state": "SC", "zip": "29201", "phone": "8032179000"}, "mail-address": {"street1": "1426 MAIN STREET", "street2": "MAIL CODE - 051", "city": "COLUMBIA", "state": "SC", "zip": "29218"}}
Registration No.  333-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form S-8

                             REGISTRATION STATEMENT

                        Under THE SECURITIES ACT OF 1933

                                SCANA Corporation
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                 South Carolina
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   57-0784499
--------------------------------------------------------------------------------
                     (I.R.S. employer identification number)

                1426 Main Street, Columbia, South Carolina 29201
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)

                  SCANA Corporation Stock Purchase-Savings Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                H. Thomas Arthur
         Senior Vice President, General Counsel and Assistant Secretary
                                SCANA Corporation
                1426 Main Street, Columbia, South Carolina 29201
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (803) 217-8547
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy To:

                               Elizabeth B. Anders
                              McNair Law Firm, P.A.
                               1301 Gervais Street
                                   17th Floor
                               Columbia, SC 29201
                                 (803) 799-9800
CALCULATION OF REGISTRATION FEE

                                    Proposed         Proposed
                                    maximum          maximum
Title of each class    Amount        offering        aggregate       Amount of
 of securities to       to be         price           offering     registration
 be registered(1)    registered    per share(2)       price(2)        fee(2)

   Common Stock
   no par value       5,000,000       $27.45       $137,250,000        $12,627

    (1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
        this registration statement also covers an indeterminate amount of
        interests to be offered or sold pursuant to the employee benefit plan
        described herein.

    (2) Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as
        amended, solely for the purpose of calculating the registration fee
        based on the average of the high and low prices for the Common Stock of
        the registrant as reported on the New York Stock Exchange, Inc.
        Composite Transactions Reporting System on July 29, 2002.

                                     Part II

Item 3.  Incorporation of Documents by Reference

     This registration statement on Form S-8 hereby incorporates the following
documents which are not presented herein:

     1)   Annual  Report  of the  registrant  on Form  10-K for the  year  ended
          December 31, 2001.

     2)   Annual Report of the  registrant's  Stock  Purchase-Savings  Plan (the
          "Plan") for the year ended December 31, 2001 as filed on Form 10-K/A.

     3)   Quarterly  Report of the registrant on Form 10-Q for the quarter ended
          March 31, 2002

     4)   The  registration  statement for Common Stock of the registrant  under
          the  Exchange Act on Form 8-B dated  November 7, 1984,  as amended May
          26, 1995.

     5)   Current Reports on Form 8-K filed on January 24, 2002 and July 29,
          2002.

     All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document that also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

Item 4.   Description of Securities.
               Not Applicable

Item 5.           Interests of Named Experts and Counsel.

    At July 31, 2002, H. Thomas Arthur, Esquire, who is Senior Vice President,
General Counsel and Assistant Secretary, and a full-time employee of the
registrant, owned beneficially 17,092 (and options to purchase 70,930) shares of
the registrant's Common Stock, including shares acquired by the trustee under
the Plan by use of contributions made by Mr. Arthur and earnings thereon, and
including shares purchased by the trustee by use of contributions by the
registrant and earnings thereon.

Item 6. Indemnification of Directors and Officers

     The  South  Carolina   Business   Corporation   Act  of  1988  permits  the
indemnification  of the  Registrant's  directors  and  officers  in a variety of
circumstances,  which may  include  indemnification  for  liabilities  under the
Securities  Act.  Under  Sections  33-8-510,  33-8-550 and 33-8-560 of the South
Carolina  Business  Corporation  Act of 1988, a South  Carolina  corporation  is
authorized  generally  to  indemnify  its  directors  and  officers  in civil or
criminal  actions  if they  acted in good faith and  reasonably  believed  their
conduct  to be in the best  interests  of the  corporation  and,  in the case of
criminal  actions,  had no  reasonable  cause to believe  that the  conduct  was
unlawful. In addition,  the Registrant carries insurance on behalf of directors,
officers,  employees or agents that may cover  liabilities  under the Securities
Act.  The  registrant's  Restated  Articles  of  Incorporation  provide  that no
director of the registrant shall be liable to the registrant or its shareholders
for monetary  damages for breach of his fiduciary  duty as a director  occurring
after  April 26,  1989,  except  for (i) any  breach of the  director's  duty of
loyalty to the  registrant  or its  shareholders,  (ii) acts or omissions not in
good  faith or which  involve  gross  negligence,  intentional  misconduct  or a
knowing  violation of law,  (iii)  certain  unlawful  distributions  or (iv) any
transaction from which the director derived an improper personal benefit.

Item 7. Exemption from Registration Claimed.
     Not Applicable

Item 8. Exhibits

   Exhibits required to be filed with this registration statement are listed in
the Exhibit Index following the signature pages. Certain of such exhibits which
have heretofore been filed with the Securities and Exchange Commission and which
are designated by reference to their exhibit numbers in prior filings are hereby
incorporated herein by reference and made a part hereof. The Registrant
undertakes to submit the Plan, and any future amendments thereto, to the
Internal Revenue Service (the "IRS") in a timely manner and to make all changes
required by the IRS in order to continue to qualify the Plan.

Item 9. Undertakings

The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

     (A)  To  include  any  prospectus  required  by  Section  10(a)  (3) of the
          Securities Act of 1933;

     (B)  To reflect in the  prospectus  any facts or events  arising  after the
          effective  date of the  registration  statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement; and

           (C) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

     PROVIDED,  HOWEVER,  that  clauses  (1)(A)  and  (1)(B) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
clauses  is  contained  in  periodic  reports  filed  with or  furnished  to the
Securities and Exchange  Commission by the Registrant  pursuant to Section 13 or
Section 15(d) of the Securities  Exchange Act of 1934 that are  incorporated  by
reference in this registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and each filing of the
Plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Columbia,  State of South Carolina, on this 2nd
day of August 2002.

(REGISTRANT)               SCANA Corporation

By:                        s/W. B. Timmerman
(Name & Title):            W. B. Timmerman, Chairman of the Board, Chief
                           Executive Officer, President and Director

  Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.

  (i) Principal executive officer and director:

By:                        s/W. B. Timmerman
(Name & Title):            W. B. Timmerman, Chairman of the Board,
                           Chief Executive Officer,
                           President and Director
Date:                      August 2, 2002

 (ii) Principal financial officer:

By:                        s/K. B. Marsh
(Name & Title):            K. B. Marsh, Senior Vice President -Finance
                           and Chief Financial Officer
Date:                      August 2, 2002

(iii) Principal accounting officer:

By:                        s/J. E. Swan, IV
(Name & Title):            J. E. Swan, IV, Controller
Date:                      August 2, 2002

(iv) Other directors:

* B. L. Amick, J. A. Bennett, W. B. Bookhart, Jr.,  W. C. Burkhardt,
E. T. Freeman, D. M. Hagood, W. H. Hipp, L. M. Miller,  M. K. Sloan,
G. S. York

* Signed on behalf of each of these persons:

    s/K. B. Marsh
    K. B. Marsh
    (Attorney-in-Fact)

Directors who did not sign:

     H. C. Stowe
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Columbia, State of South
Carolina, on August 2, 2002.

(PLAN)            SCANA Corporation Stock
               Purchase-Savings Plan

By:  (Signature and Title) s/K. B. Marsh
                           -----------------------
                           K. B. Marsh
                           Chairman of the SCANA
                           Corporation Stock Purchase-
                           Savings Plan Committee

                           s/L. E. Cope
                            -----------------------
                           L. E. Cope
                           Member of the SCANA
                           Corporation Stock Purchase-
                           Savings Plan Committee
EXHIBIT INDEX

Exhibit   Description
No.
--------- ----------------------------------------------------------------------

4.01      Restated Articles of Incorporation of SCANA Corporation as adopted on
          April 26, 1989 (Filed as Exhibit 3-A to Registration Statement  No.
          33-49145 and incorporated by reference herein)

4.02      Articles of Amendment of SCANA Corporation, dated April 27, 1995
          (Filed as Exhibit 4-B to Registration Statement No. 33-62421 and
        incorporated by reference herein)

4.03      ByLaws of  SCANA Corporation as amended and restated on
          December 13, 2001 (Filed as Exhibit 3.01 to Registration Statement
          No. 333-68266)

4.04      SCANA Corporation Stock Purchase-Savings Plan as amended and
          restated from January 1, 1989 to and as of January 1, 2002 (Filed
          herewith)

4.05      Trust Agreement SCANA Corporation Stock Purchase-Savings Plan dated
          January 15, 1999 (Filed as Exhibit 4.05 to Registration Statement No.
          333-87281 and incorporated by reference herein)

5.01      Opinion Re Legality (Filed herewith)

23.01     Consent of Deloitte & Touche LLP (Filed herewith)

23.02     Consent of Deloitte & Touche LLP (Filed herewith)

23.03     Consent of H. Thomas Arthur, II  (Included in his opinion in Exhibit
          5.01)

24.01     Power of Attorney (Filed herewith)
SCANA CORPORATION
                           STOCK PURCHASE-SAVINGS PLAN

                 (As amended and restated from January 1, 1989,
                          to and as of January 1, 2002)
SCANA CORPORATION
                           STOCK PURCHASE-SAVINGS PLAN
                  (As amended and restated from January 1, 1989
                          to and as of January 1, 2002)

                                TABLE OF CONTENTS

Article                                                          Page

ARTICLE I.  PURPOSE..................................................7

ARTICLE I-A.  MERGER.................................................8

ARTICLE II.  DEFINITIONS.............................................8
         2.01.....Additional Contributions                           8
         2.02     Adjustment Factor                                  9
         2.03     Affiliate                                          9
         2.04     Beneficiary                                        9
         2.05     Break in Service                                   9
         2.06     Code                                              10
         2.07     Committee                                         10
         2.08     Common Stock                                      10
         2.09     Common Stock Fund                                 10
         2.10     Company                                           10
         2.11     Date of Distribution                              10
         2.12     Deferrals  10
         2.13     Disability  10
         2.14     Eligible Earnings  10
         2.15     Eligible Employee  11
         2.16     Employee  11
         2.17     Employee Plans Committee  11
         2.18     Employer  11
         2.19     Employer Contribution  12
         2.20     Highly Compensated Employee  12
         2.21     Inactive Participant  12
         2.22     Investment Committee  13
         2.23     Investment Fund  13
         2.24     Money Market Fund  13
         2.25     Participant  13
         2.26     Plan  13
         2.27     Plan Administrator  13
         2.28     Plan Manager  13
         2.29     Plan Year  13
         2.30     Regular Contributions  13
         2.31     Spouse  13
         2.32     Termination of Employment  13
         2.33     Trust (or Trust Fund)  13
         2.34     Trustee  13
         2.35     Valuation Date  13
         2.36     Valuation Price  14

ARTICLE III.  ELECTION OF PARTICIPATION.................................  14
         3.1      Election to Participate  14
         3.2      Election Authorization  14

ARTICLE IV.  EMPLOYEE DEFERRALS AND CONTRIBUTIONS.........................14
         4.1..... Deferrals  14
         4.2      Regular Contributions  14
         4.3      Additional Contributions  14
         4.4      Timing of Contributions  14
         4.5      Changes in Contributions  14
         4.6      Suspension of Contributions  14
         4.7      Rounding of Amounts  15
         4.8      Rollover Contributions  15

ARTICLE V.  EMPLOYER CONTRIBUTIONS........................................15
         5.1......Employer Contributions  15
         5.2      Corrective Contributions/Reallocations  15

ARTICLE VI.  PLAN INVESTMENTS.............................................16
         6.1......Investment Funds  16
         6.2      Employee Deferrals, Regular Contributions, Additional
                   Contributions, and Rollover Contributions  16
         6.3      Change in Investment Designation of Future Employee Deferrals,
                   Regular Contributions, Additional   Contributions, and
                   Rollover Contributions........................16
         6.4      Transfers of Existing Employee Deferrals, Regular
                   Contributions, Additional Contributions,
                   and Rollover Contributions Among Investment Funds......16
         6.5      Employer Contributions  16
         6.6      Investments in Common Stock Fund  16
         6.7      Dividends on Common Stock  17
         6.8      Uninvested Cash  17
         6.9      Diversification of Amounts in the Common Stock Fund  18

ARTICLE VII.  INVESTMENT ACCOUNTS......................................19
         7.1......Separate Accounts  19
         7.2      Account Information  19
         7.3      Applicable Valuation Date  20
         7.4      Fiduciary Responsibility  20

ARTICLE VIII.  WITHDRAWALS/DISTRIBUTIONS...............................20
         8.1......Withdrawals Before Termination of Employment  20
         8.2      Frequency of Withdrawal  23
         8.3      Form of Withdrawal  23
         8.4      Notice of Withdrawal  23
         8.5      Distribution on Termination of Employment or Disability  24
         8.6      Distribution on Death  24
         8.7      Promptness of Distribution  24
         8.8      Amount of Distribution  24
         8.9      Form of Distribution  24
         8.10     Fractional Shares  25
         8.11     Limitations on Commencement of Benefits  25
         8.12     Employee Transfers from the Employer to an Affiliate  26
         8.13     Distributions with Respect to Qualified Domestic
                    Relations Orders  26
         8.14     Direct Rollover Distributions  26
         8.15     Definitions  27

ARTICLE IX.  LOANS TO PARTICIPANTS........................................27
         9.1......Amount of Loan  27
         9.2      Terms of Loan  27
         9.3      Commencement of Loans  31
         9.4      Employee Transfers from the Employer to an Affiliate  31
         9.5      Specific Information  31

ARTICLE X.  VESTING......................................................31
         10.1.....Vesting  31
         10.2     Employee Transfers from the Employer to an Affiliate  31

ARTICLE XI.  FORFEITURES................................................31
         11.1.....Termination of Employment  31
         11.2     Repayments  31
         11.3     Lost Participants or Beneficiaries  32
         11.4     Application of Forfeitures  32

ARTICLE XII.  LIMITATIONS ON CONTRIBUTIONS AND BENEFITS.................32
         12.1.....Definition of Annual Additions  32
         12.2     Maximum Annual Addition  32
         12.3     Limitation on Annual Additions  32
         12.4     Definitions  33
         12.5     Special Rules  33
         12.6     Limitation of Benefits and Contributions  34
         12.7     Transitional Rule  34
         12.8     Effective Date  35
         12.9     Maximum Amount of Deferrals  35
         12.10    Non-Discrimination Limitation on Deferral Contributions  36
         12.11    Nondiscrimination Limitations on Regular Contributions and
                   Employer Contributions  37
         12.12    Definitions  39

ARTICLE XIII.  TOP HEAVY PROVISIONS....................................41
         13.1.....General Rule  41
         13.2     Vesting Provisions  42
         13.3     Minimum Benefit Provisions  42
         13.4     Limitation on Benefits  42
         13.5     Coordination with Other Plans  42
         13.6     Top-Heavy Plan Definition  42
         13.7     Key Employee  43
         13.8     Non-Key Employee  44
         13.9     Collective Bargaining Rules  44
         13.10    Distribution to Key Employees  44
         13.11    EGTRRA Modifications to Article 13  44

ARTICLE XIV.  VOTING OF STOCK.............................................46
         14.1.....Voting of Stock  46
         14.2     Tender Offer Rights With Respect to Stock  46

ARTICLE XV.  ADMINISTRATION.............................................  46
         15.1.....Plan Administrator  46
         15.2     Powers and Duties of the Committee  46
         15.3     Claims Procedure  47
         15.4     Claims Review Procedure  47
         15.5     Plan Expenses  48
         15.6     Actions Via Electronic or Telephonic Media  48
         15.7     Authority and Duties  48
         15.8     Operation of the Investment Committee  48
         15.9     Disbursements from Trust Fund  49

ARTICLE XVI.  TRUSTEE...................................................49

ARTICLE XVII.  FIDUCIARY LIABILITIES..................................  50

ARTICLE XVIII.  AMENDMENT OR TERMINATION................................ 50
         18.1     General Provision                                      50
         18.2     Special Provision                                      50

ARTICLE XIX.  GENERAL PROVISIONS..........................................51
         19.1     Source of Distributions  51
         19.2     Non-Alienation of Benefits  51
         19.3     Merger or Consolidation  51
         19.4     Transfer from Affiliate  51
         19.5     No Right to Employment  51
         19.6     Controlling Law  51
         19.7     Military Service  52

SIGNATURES..............................................................52

APPENDIX I..............................................................53

APPENDIX II.............................................................58
SCANA CORPORATION
                           STOCK PURCHASE-SAVINGS PLAN

                 (As amended and restated from January 1, 1989,
                          to and as of January 1, 2002)

                               ARTICLE I. PURPOSE

           SCANA Corporation, as successor corporation to South Carolina
Electric & Gas Company, pursuant to a Plan of Exchange effective December 31,
1984, adopted the South Carolina Electric & Gas Company Stock Purchase-Savings
Plan for Employees (effective July 1, 1964, as amended through September 1,
1984) on behalf of itself and as agent for each subsidiary which elects to have
its employees participate in this Plan in order to provide an opportunity for
employees to become shareholders of SCANA Corporation and to encourage them to
save on a regular basis by setting aside part of their earnings. Such Plan was
further amended, effective December 31, 1984 and was amended and restated,
effective July 1, 1985, and subsequently amended effective June 10, 1986 and
July 1, 1986 with a restatement as of the latter date. The Plan was amended and
restated effective January 1, 1989, to comply with the Internal Revenue Code of
1986 and Treasury Department Regulations with the effective dates of certain
subsequent provisions otherwise indicated. The Plan was amended on June 26, 1991
at Section 4.3 to increase from 5% to 9% the maximum allowable unmatched
Employee contributions, and at sections 8.3A and 8.9A to permit withdrawals and
distributions to be in cash, all such amendments effective as of October 11,
1991. The Plan was amended on October 15, 1991 by adding "Date of Distribution"
as a defined term under Article II; Plan Sections 4.1, 4.1A, 4.2, 6.3, 8.1, 8.6,
8.7, 8.10, 9.1, 9.1A, 9.2, 15.2, 15.3, 15.4, 15.5, and Articles I, V, XVI, and
XVIII were also amended. The Plan was amended effective March 7, 1992 regarding
the admission of South Carolina Real Estate Development Company, Inc. and MPX
Systems, Inc. as participating Employers. The Plan was amended on June 16, 1992
with respect to loans, minimum required distributions after age 70 1/2, the
withdrawal by Participants of Employer contributions, the admission of SCANA
Petroleum Resources, Inc. and SCANA Energy Marketing, Inc. (formerly SCANA
Hydrocarbons, Inc.) as participating Employers, and the Plan restated. The Plan
was amended effective January 1, 1995 regarding the admission of ServiceCare,
Inc. as a participating employer.

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

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

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

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

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

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

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

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

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

                               ARTICLE I-A. MERGER

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

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

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

                             ARTICLE II. DEFINITIONS

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

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

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

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

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

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

           (a)      A "Break in Service" means a 12-consecutive month period
                    (Computation Period) during which an Employee does not have
                    more than 500 hours of Service with the Employer.

           (b)      An "Hour of Service" means each hour for which an Employee
                    is directly or indirectly paid, or entitled to payment, by
                    the Employer. Hours in which duties are performed shall be
                    credited to the Computation Period in which the duties are
                    performed. Hours in which no duties are performed but for
                    which payment is made for reasons such as vacations,
                    holidays, illness, incapacity (including disability),
                    layoff, jury duty, military duty, or leave of absence and
                    hours for which back pay is awarded or agreed to shall be
                    credited to the Computation Period to which the payment
                    pertains. No duplicate credit shall be given on account of
                    an award or agreement for back pay.

               (c)  A "Year of Service" is a Computation Period during which the
                    Employee completes at least 1,000 Hours of Service.

           (d)      "Computation Period" is the 12-consecutive month period
                    beginning with the day the Employee first performs an Hour
                    of Service for the Employer and each anniversary thereof.

           (e)      "Break in Service" shall have the following consequences:

                    (1)     Employee with Vested Benefit: The pre-break and
                            post-break Years of Service of an Employee who had
                            satisfied the requirements of Article X for a vested
                            benefit before commencement of a Break in Service
                            shall be added together for the purpose of
                            determining his or her rights and benefits.

                    (2)     Employee with no Vested Benefit: The pre-break Years
                            of Service of an Employee who had not earned a
                            vested benefit before commencement of a Break in
                            Service shall be lost unless (1) the Employee
                            acquires at least 1,000 Hours of Service in a
                            12-consecutive month period (Computation Period)
                            which follows the Break in Service and (2) the
                            number of consecutive one-year Breaks in Service is
                            less than the number of earlier Years of Service or
                            five, whichever is greater.

                    (3)     Solely for purposes of determining whether a Break
                            in Service has occurred, an individual who is absent
                            from work for maternity or paternity reasons shall
                            receive credit for the Hours of Service which would
                            otherwise have been credited to such individual but
                            for such absence, or in any case in which such hours
                            cannot be determined, eight hours of service per day
                            of such absence. For purposes of this paragraph, an
                            absence from work for maternity or paternity reasons
                            means an absence (1) by reason of the pregnancy of
                            the individual, (2) by reason of a birth of a child
                            of the individual, (3) by reason of the placement of
                            a child with the individual in connection with the
                            adoption of such child by such individual, or (4)
                            for purposes of caring for such child for a period
                            beginning immediately following such birth or
                            placement. The Hours of Service credited under this
                            paragraph shall be credited (1) in the Computation
                            Period in which the absence begins if the crediting
                            is necessary to prevent a Break in Service in that
                            period, or (2) in all other cases, in the following
                            Computation Period.

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

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

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

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

           2.10     Company:  The term "Company" shall mean SCANA Corporation.

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

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

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

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

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

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

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

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

           (a)      a leased employee as defined in Section 414(n) of the Code;

           (b)      employees who do not receive payment for services directly
                    from the Company's payroll; employees of employment agencies
                    which are not Affiliates; and persons whose services are
                    rendered pursuant to written arrangements which expressly
                    recite that the service provider is not eligible for
                    participation in the Plan.

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

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

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

               (a)  effective as to Eligible  Earnings earned on and after March
                    7, 1992,  South  Carolina Real Estate  Development  Company,
                    Inc. (SCANA Development  Corporation following a name change
                    authorized  by the Board on August  25,  1993 and filed with
                    the  Secretary  of State  on  August  26,  1993)  and  SCANA
                    Communications,   Inc.  (formerly  MPX  Systems,  Inc.)  are
                    participating  Employers  in the  Plan for  purposes  of the
                    participation of their Employees;

               (b)  effective as to Eligible  Earnings  earned on and after July
                    16, 1992, SCANA Petroleum  Resources,  Inc. and SCANA Energy
                    Marketing,  Inc.  (formerly  SCANA  Hydrocarbons,  Inc.) are
                    participating  Employers  in the  Plan for  purposes  of the
                    participation of their Employees;

               (c)  effective  as to  Eligible  Earnings  earned  on  and  after
                    January  1,  1995,  ServiceCare,  Inc.  is  a  participating
                    Employer in the Plan for  purposes of the  participation  of
                    its Employees;

           (d)      effective as to Eligible Earnings earned on and after
                    January 1, 2000, SCANA Services Company is a participating
                    Employer in the Plan for purposes of the participation of
                    its Eligible Employees;

               (e)  effective as to Eligible  Earnings earned on and after March
                    1, 2000, Public Service Company of North Carolina, Inc. is a
                    participating  Employer  in the  Plan  for  purposes  of the
                    participation of its Eligible Employees.

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

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

                    (a)     A "Highly Compensated Active Employee" means an
                            Employee of the Company or an Affiliate who during
                            the current Plan Year performs services for the
                            Company or an Affiliate and:

                            (1)      received Compensation for the preceding
                                     Plan Year in excess of $80,000 (adjusted at
                                     the same time and in the same manner as
                                     under Section 415(d) of the Code), or

                            (2)      the Employee was at any time during the
                                     current Plan Year or the preceding Plan
                                     Year a five percent (5%) owner of the
                                     Employer as defined in Section 416(i)(1) of
                                     the Code.

                    (b)     For purposes of determining Highly Compensated
                            Employees, "Compensation" for a Plan Year shall be
                            determined in the same manner as "Compensation" in
                            Section 12.4 of the Plan, increased for Plan Years
                            beginning before January 1, 1998, by Deferrals under
                            this Plan and any pre-tax elective contributions
                            under a cafeteria plan (as defined in Section 125 of
                            the Code) maintained by the Company or similar
                            contributions under a plan maintained by an
                            Affiliate. (For Plan Years beginning on and after
                            January 1, 1998, the foregoing amounts are included
                            pursuant to Section 12.4 of the Plan.)

                    (c)     Notwithstanding the foregoing, the determination of
                            Highly Compensated Employees may be made under the
                            "top-paid group" election under the regulations or
                            any other guidance issued pursuant to Code Section
                            414(q).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     2.36 Valuation  Price: The closing New York Stock Exchange market price for
Common  Stock  for the  date a  distribution  request  is  received  by the Plan
Manager.

                     ARTICLE III. ELECTION OF PARTICIPATION

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

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

                ARTICLE IV. EMPLOYEE DEFERRALS AND CONTRIBUTIONS

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

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

           4.3 Additional Contributions: Subject to the applicable limitations
of Article XII, if a Participant has elected to defer receipt of a portion of
his Eligible Earnings under Section 4.1 or has elected to make Regular
Contributions under Section 4.2, he may authorize Additional Contributions of
whole percentages from 1 percent to 9 percent of Eligible Earnings, which
Additional Contributions may be made all or a portion in the form of Deferrals
on a pre-tax basis under Section 4.1 or Regular Contributions on an after-tax
basis under Section 4.2. Such Additional Contributions shall not be considered
in determining the amount of Employer Contributions.

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

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

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

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

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

           4.8      Rollover Contributions:

           (a)      An Employee, without regard to whether the Employee is an
                    Eligible Employee or whether the Employee has elected to
                    participate in the Plan, may, with the approval of the
                    Committee, make a Rollover Contribution. Such Employee's
                    Rollover Contribution shall be paid to the Trustee as soon
                    as practicable and shall be credited to his Account, in
                    accordance with his designation (including Investment Fund
                    designation), as of the date the Rollover Contribution is
                    made. The Plan Manager is authorized to establish procedures
                    to determine whether and the extent to which a Rollover
                    Contribution may be made to the Plan.

           (b)      The term "Rollover Contribution" means any distribution as
                    provided in Code Section 402(c)(4), or any other provision
                    of the Code which may permit rollovers to the Plan from time
                    to time, from an eligible retirement plan as that term is
                    defined in Code Section 402(c)(8).

           (c)      Once accepted by the Trust, an amount rolled over pursuant
                    to this Section 4.8 shall be credited to the Employee's
                    "Rollover Contribution Account" under his Accounts, and
                    thereafter, such Rollover Contributions shall be
                    administered and invested in accordance with Article VI and
                    subject to the distribution provisions set forth in Articles
                    VIII. The limitations of Article XII shall not apply to
                    Rollover Contributions. All Rollover Contributions shall be
                    made in cash and shall be fully vested. No Employer
                    Contributions shall be made with respect to Rollover
                    Contributions.

                        ARTICLE V. EMPLOYER CONTRIBUTIONS

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

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

         6.1 Investment Funds: In the sole discretion of the Plan Administrator,
one or more funds (to be designated as "Investment Funds") shall be established
in the Trust which may include, but shall not be limited to, the Investment
Funds listed in Appendix II.

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

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

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

          6.5  Employer  Contributions:  Employer  Contributions under Article V
               shall be invested solely in the Common Stock Fund.

           6.6      Investments in Common Stock Fund:

           (a)      All Deferrals, Regular Contributions, Additional
                    Contributions, and Rollover Contributions which are to be
                    invested in the Common Stock Fund and Employer Contributions
                    shall be transferred to the Trustee for investment in the
                    Common Stock Fund. The Trustee shall invest such Deferrals,
                    Regular Contributions, Additional Contributions, Rollover
                    Contributions, and Employer Contributions in Company Stock
                    as directed by the Plan Manager as a named fiduciary of the
                    Plan.

           (b)      All amounts which are to be invested in the Common Stock
                    Fund shall be pooled and so invested each month and shall be
                    proportionately allocated to the Account of each Participant
                    on whose behalf such purchase is made.

           (c)      When the Plan Manager shall direct the Trustee to purchase
                    shares of Common Stock, the Trustee shall purchase shares of
                    Common Stock in the open market or in privately negotiated
                    transactions (as directed by the Plan Manager), or
                    alternatively from SCANA Corporation holdings of authorized
                    but unissued stock or of treasury stock as this latter
                    alternative may be directed by SCANA Corporation in its sole
                    discretion.

           (d)      Common Stock purchased by the Trustee shall be carried in
                    the Participant's Accounts at the cost thereof to the
                    Trustee, after deducting taxes and brokerage commissions, if
                    any.

           (e)      Effective August 3, 1992, the Trustee shall, if necessary,
                    directly or via an agent, sell Participant shares in the
                    open market on the NYSE in accordance with Article IX of the
                    Plan to provide funds to borrowing Participants as loan
                    disbursements.

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

          (a)  Unless an  Eligible  Participant  (as defined in  subsection  (b)
               below) makes a dividend retention election pursuant to subsection
               (b), all cash  dividends  paid on the shares of Common Stock held
               in a Participant's  or Inactive  Participant's  Accounts shall be
               distributed    directly   to   such   individual   as   soon   as
               administratively practicable following the date the dividends are
               paid to the Plan,  but in no event  later  than 90 days after the
               end of the Plan Year in which the dividends are paid to the Plan.

          (b)  Notwithstanding   the   provisions   of   subsection   (a),  each
               Participant  and  each  Inactive  Participant  who is  performing
               services for an  Affiliate  (each such  Participant  and Inactive
               Participant   shall  be  referred  to  herein  as  an   "Eligible
               Participant")  shall  be  entitled  to  make an  annual  dividend
               retention  election  under which any cash  dividends  paid on the
               shares  of  Common  Stock  held  in  the  Eligible  Participant's
               Accounts shall be retained for  investment in Common Stock.  Each
               such Eligible  Participant's dividend retention election shall be
               made in the manner  prescribed by the Plan Manager,  including in
               the case of an Eligible Participant who is an active Participant,
               as part of his election to make Deferrals, Regular Contributions,
               Additional  Contributions and Rollover  Contributions pursuant to
               Section  3.2.  An  Eligible   Participant's   dividend  retention
               election  shall  remain in effect  until  changed by the Eligible
               Participant.  An  Eligible  Participant  may change his  dividend
               retention  election  as of the first  day of the Plan Year  which
               begins  following  the  date the Plan  Administrator  receives  a
               notice of change.  Notice of any such change  shall be given on a
               form   provided  by  the   Employer,   signed  by  the   Eligible
               Participant,  and  delivered to the Employer at least thirty (30)
               days before the first Plan Year affected by the change.

               (c)  In  addition  to  the  election   described  in  (b)  above,
                    effective  January  1, 2002 and as soon as  administratively
                    practicable   thereafter,   each  Eligible  Participant  (as
                    defined  in  (b)  above)   shall  be  entitled  to  make  an
                    additional  dividend  retention  election  under  which  the
                    Eligible  Participant  may elect to have any cash  dividends
                    previously  paid to the Plan during  calendar  year 2001 and
                    retained for  investment in Common Stock either  distributed
                    to such Eligible  Participant  no later than March 31, 2002,
                    or retained for investment in Common Stock.

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

                    (a)  Notwithstanding  any other  provision of this Plan, and
                         consistent  with  the   requirements  of  Code  Section
                         4975(e)(7)  and  the   regulations   thereunder,   each
                         "Qualified  Participant"  (as hereinafter  defined) may
                         direct, within the 90-day period following the close of
                         each  Plan Year  during  the  Participant's  "Qualified
                         Election   Period"  (as   hereinafter   defined),   the
                         distribution  or  reinvestment of up to: (i) 25% of the
                         sum of the value of the Participant's  Accounts held in
                         the  Common  Stock  Fund  (determined  as of  the  last
                         preceding  Valuation Date) plus the amounts  previously
                         distributed  or  transferred  from the  employee  stock
                         ownership   portion  of  the  Plan   pursuant  to  this
                         subsection  (a),  less  (ii)  the  amounts   previously
                         diversified  (whether  by  transfer,   distribution  or
                         otherwise) to meet the  requirements of this subsection
                         (a),  within the time determined  under  subsection (b)
                         below.  For  purposes  of this  subsection  (a), if the
                         Qualified  Participant elects to receive a distribution
                         of the amount described in the preceding sentence,  the
                         Qualified  Participant may elect to receive such amount
                         in a single sum in cash or in shares of Common Stock.

                   With respect to the 25% limitation described in the preceding
                   paragraph, a Qualified Participant may, within 90 days after
                   the close of the last Plan Year in the Participant's
                   Qualified Election Period, direct the application of a
                   percentage of up to 50% rather than 25%.

           (b)     Within 180 days after the close of each Plan Year during the
                   Qualified Election Period, the portion of a Qualified
                   Participant's Accounts held in the Common Stock Fund to be
                   diversified under subsection (a) shall be distributed or
                   reinvested, as directed by such Participant, and if
                   distributed, shall be subject to the cash or shares election
                   described in subsection (a). Any such distribution or
                   reinvestment shall be derived from the Participant's Accounts
                   to the extent invested in the Common Stock Fund in the order
                   set forth in the list below. Such amounts shall be not
                   derived from any Account until the portion of all Accounts
                   previously listed that are invested in the Common Stock Fund
                   have been exhausted.

                    (1)     An amount equal to all or part of the Participant's
                            before-1987 Regular Contributions made to his
                            Account under Sections 4.2 and 4.3, to the extent
                            required to exhaust such amounts.

                    (2)     An amount equal to all or part of the remaining
                            amounts allocated to the Participant's Regular
                            Contribution Account under Section 4.2 and 4.3.

                    (3)     An amount equal to all or part of the amounts
                            allocated to the Participant's Rollover Contribution
                            Account under Section 4.8.

                    (4)     An amount equal to all or part of the amounts
                            allocated to the Participant's Employer
                            Contributions Account under Article V.

                    (5)     If the Participant has reached age 59 1/2, an amount
                            equal to all or part of the amounts allocated to the
                            Participant's Deferral Account under Sections 4.1
                            and 4.3.

           (c)     For purposes of this Section 6.9, the terms "Qualified
                   Participant" and "Qualified Election Period" shall have the
                   following meanings: "Qualified Participant" means any
                   Participant who attained age 55 and completed at least ten
                   "years of participation." "Years of participation" shall
                   include only years of participation on and after December 1,
                   1999 (the original effective date of the employee stock
                   ownership plan portion of the Plan). "Qualified Election
                   Period" means the six Plan Year period beginning with the
                   first Plan Year in which the individual first became a
                   Qualified Participant.
ARTICLE VII. INVESTMENT ACCOUNTS

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

     (a)  Deferrals   under  Sections  4.1  and  4.3  (including  any  Qualified
          Nonelective  Contributions  treated as Salary  Deferral  Contributions
          under Section 12.10(d)) made on his or her behalf and the earnings and
          losses thereon,  which separate Account shall take into account gains,
          losses, withdrawals, and other credits or charges attributable to such
          amounts  in  accordance  with the  requirements  of  Treas.  Reg.  ss.
          1.401(k)-1(e)(3) and any further guidance issued thereunder;

     (b)  Regular Contributions under Sections 4.2 and 4.3 made by a Participant
          and the earnings and losses thereon; and

     (c)  Rollover  Contributions  under Section 4.8 made by an Employee and the
          earnings and losses thereon; and

     (d)  Employer  Contributions  under  Article  V  (including  any  Qualified
          Nonelective  Contributions  treated as  Employer  Contributions  under
          Section  12.11(c))  made on his  behalf  and the  earnings  and losses
          thereon.

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

           7.2      Account Information:

           (a)      Accounting: Shares of Common Stock shall be accounted for on
                    the basis of both numbers of shares and cost of the shares
                    to the Trustee. Notwithstanding anything to the contrary in
                    the Plan, the fair market value of the Trust Fund shall be
                    determined each Plan Year, as of the last day of the Plan
                    Year.

           (b)      Valuation:

                    (1)     Common Stock Fund: In accordance with the provisions
                            of Article VI, shares of Common Stock are allocated
                            to each Participant's Accounts. The earnings and/or
                            losses and increases/decreases in the fair market
                            value of each Participant's Account balance invested
                            in the Common Stock Fund shall be determined as of
                            each Valuation Date based on the number of shares in
                            the Participant's Accounts multiplied by the price
                            of those shares on the Valuation Date.

                    (2)     To the extent that Participants' Accounts are
                            invested in mutual funds or other assets for which
                            daily pricing is available ("Daily Pricing Media"),
                            all amounts contributed to the Trust Fund will be
                            invested at the time of the actual receipt by the
                            Daily Pricing Media, and the balance of each Account
                            shall reflect the results of such daily pricing from
                            the time of actual receipt until the time of
                            distribution.

                    (3)     To the extent any Participant's Accounts are not
                            invested in the Common Stock Fund or Daily Pricing
                            Media, earnings and/or losses and
                            increases/decreases in the fair market value of each
                            Participant's Account balance are allocated to
                            Participants' Accounts in proportion to their
                            Account balances. Each Participant's share of such
                            earnings and/or losses will be that portion of the
                            total net investment income or losses and realized
                            and unrealized capital gains or losses of such
                            Investment Fund which bears the same ratio to such
                            total as the balance of his Account attributable to
                            such Investment Fund as of the preceding Valuation
                            Date.

     (4)  The  fair  market  value  for the  Trust  Fund  as a  whole  as of any
          Valuation  Date  shall  be  determined  as the  sum of the  individual
          Participants' Accounts.

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

           7.4 Fiduciary Responsibility: The portion of the Plan that is not an
ESOP is intended to constitute a plan described in ERISA Section 404(c). To the
extent that a Participant exercises control over the assets in his Participant
Account, as determined under regulations prescribed by the Secretary of Labor,
neither the Company, any Employer, the Committee, the Plan Manager, the Trustee
nor any other fiduciary or designee shall be liable for any loss, or by reason
of any breach, which results from such Participant's exercise of control and
investment direction. Neither the Company, any Employer, the Committee, the Plan
Manager, the Trustee nor any other fiduciary or designee who complies with the
standards set forth in Article XVII hereof shall be liable for any loss which
results from investment performance under any of the Investment Funds including,
but not limited to, depreciation in the value of stock or other property held
under any of the Investment Funds. The Trustee and the Committee or their
designees shall provide information to Participants consistent with ERISA
Section 404(c) and the regulations and other guidance issued thereunder.

                                      ARTICLE VIII.  WITHDRAWALS/DISTRIBUTIONS

           8.1      Withdrawals Before Termination of Employment:

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

           (a)      Any withdrawals made from Accounts invested in Investment
                    Funds other than the Common Stock Fund shall be made in the
                    order set forth in the list below. Withdrawals may not be
                    made from any Account until all Accounts previously listed
                    have been exhausted.

                    (1)     An amount equal to all or part of the Participant's
                            before-1987 Regular Contributions made to his
                            Account under Sections 4.2 and 4.3, to the extent
                            required to exhaust such amounts; provided, however,
                            that if the value of all amounts attributable to
                            Regular Contributions plus earnings thereon is less
                            than the net amount of before-1987 Regular
                            Contributions, no more than such value may be
                            withdrawn.

                    (2)     An amount equal to all or part of the remaining
                            amounts allocated to the Participant's Regular
                            Contribution Account under Sections 4.2 and 4.3.

                    (3)     An amount equal to all or part of the amounts
                            allocated to the Participant's Rollover Contribution
                            Account under Section 4.8.

                    (4)     If the Participant has reached age 59 1/2, an amount
                            equal to all or part of the amounts allocated to the
                            Participant's Deferral Account pursuant to Sections
                            4.1 and 4.3. The Participant, in application for
                            such withdrawal, shall include evidence of the
                            Participant's age and a statement of other facts
                            required by the Plan Manager.

           (b)      Any withdrawals made from Accounts invested in the Common
                    Stock Fund shall be made in the order set forth in the list
                    below. Except as provided in Sections 8.1(e) and (f), such
                    withdrawals may not be made from any Account until all
                    Accounts previously listed have been exhausted.

                    (1)     An amount equal to all or part of the Participant's
                            before-1987 Regular Contributions made to his
                            Account under Sections 4.2 and 4.3 to the extent
                            required to exhaust such amounts; provided, however,
                            that if the value of all amounts attributable to
                            Regular Contributions plus earnings thereon is less
                            than the net amount of before-1987 Regular
                            Contributions, no more than such value may be
                            withdrawn.

                    (2)     An amount equal to all or part of the remaining
                            amounts allocated to the Participant's Regular
                            Contribution Accounts under Sections 4.2 and 4.3.

                    (3)     An amount equal to all or part of the amounts
                            allocated to the Participant's Rollover Contribution
                            Account under Section 4.8.

                    (4)     If the Participant is credited with at least 60
                            months of participation in the Plan, an amount equal
                            to all or part of the amounts allocated to his
                            Employer Contributions Account.

                    (5)     If the Participant is credited with less than 60
                            months of participation in the Plan, an amount equal
                            to all or part of the amounts allocated to his
                            Employer Contributions Account which have been so
                            allocated for at least two years following the close
                            of the Plan Year of contribution.

          (c)  A Participant may at any time after reaching age 59 1/2 and after
               having  exhausted  the  amounts  described  in Section  8.1(b)(1)
               through (4) elect to make withdrawals from his Deferral  Account.
               The  Participant,  in  application  for  such  withdrawal,  shall
               include evidence of the  Participant's age and a statement of any
               other facts required by the Plan Manager.

          (d)  Tax Accounting:  Notwithstanding any provision of the Plan to the
               contrary,   for  purposes  of  calculating  a  Participant's  tax
               liability for a withdrawal,  the withdrawal shall be deemed to be
               made in the following order:

               (1)  An amount  equal to all or part of any  before-1987  Regular
                    Contributions allocated to the Participant's Account.

               (2)  An  amount  equal  to all or part of any  post-1986  Regular
                    Contributions  and all  earnings  on  Regular  Contributions
                    allocated to the Participant's Account.

               (3)  An   amount   equal   to  all  or  part   of  any   Rollover
                    Contributions,  Employer Contributions, Deferral amounts and
                    all earnings on such amounts  allocated to the Participant's
                    Account.

(e)  Hardship  Withdrawals:  A  Participant  may request a  withdrawal  from his
     Deferral  Account in the order set forth in Section  8.1(g) if he suffers a
     hardship.  Effective  January 1, 1989, a hardship will be determined by the
     Plan  Manager  to  exist  if the  withdrawal  is  necessary  in light of an
     immediate  and heavy  financial  need of the  Participant,  and if funds to
     alleviate  such  financial  need are not  reasonably  available  from other
     resources,  including  those assets of the  Participant's  spouse and minor
     children  (not to include  any  property  held under the  Uniform  Gifts to
     Minors Act) that are reasonably available to the Participant.  A withdrawal
     is deemed to be on account of an immediate and heavy  financial need of the
     Participant  and will be permitted  under this Plan, only if the withdrawal
     is for:

          (1)  Expenses  for  medical  care  described  in Code  Section  213(d)
               previously incurred by the Participant, the Participant's spouse,
               or any dependents of the  Participant (as defined in Code Section
               152) or  necessary  for  these  persons  to obtain  medical  care
               prescribed in Code Section 213(d);

          (2)  Costs directly  related to the purchase of a principal  residence
               for the Participant (excluding mortgage payments);

          (3)  Payment of tuition,  related educational fees, and room and board
               expenses for the next 12 months of  post-secondary  education for
               the  Participant,  or  the  Participant's  spouse,  children,  or
               dependents (as defined in Code Section 152);

          (4)  Payments  necessary  to prevent the  eviction of the  Participant
               from the Participant's  principal residence or foreclosure on the
               mortgage on that residence; or

          (5)  Any other deemed need as may be authorized by the Commissioner of
               the Internal  Revenue  Service through the publication of Revenue
               Rulings, Notices, or other documents of general applicability.

                            A financial need may be immediate and heavy even if
                            it was reasonably foreseeable or voluntarily
                            incurred by the Participant. The determination of
                            whether any such immediate and heavy financial need
                            exists shall be based upon a nondiscriminatory,
                            objective review of all relevant facts and
                            circumstances by the Plan Manager.

     (f) Hardship withdrawals shall be carried out under the following rules:

                    (1)     The withdrawal date and eligible withdrawal amount
                            (excluding post 1988 earnings) shall be fixed by the
                            Plan Manager after application by the Participant
                            under procedures approved by the Committee.

                    (2)     The application for withdrawal shall include a
                            statement of the facts causing financial hardship
                            and any other facts required by the Plan Manager.
                            The application will state that the Participant's
                            need can not be relieved through any other resources
                            such as reimbursement or compensation by insurance
                            or otherwise, reasonable liquidation of assets
                            available to the Participant as noted in Subsection
                            (e) above to the extent such liquidation would not
                            cause an immediate and heavy financial need,
                            stopping deferrals or after-tax employee
                            contributions, or other distributions or nontaxable
                            loans from plans maintained by the Employer or any
                            other employer, or by borrowing from commercial
                            sources on reasonable terms.

                    (3)     The Plan Manager may delay, upon circumstances of
                            reasonable cause, payment of an approved withdrawal
                            to permit a special valuation, to permit liquidation
                            of necessary assets or for other pertinent reasons.

                    (4)     Accounts shall be adjusted as of the last regular or
                            special Valuation Date on or before the withdrawal
                            unless the Plan Manager elects to have a special
                            Valuation Date, which will then control.

                    (5)     The withdrawal may not be in excess of the amount of
                            the immediate and heavy financial need of the
                            Participant. The amount of an immediate and heavy
                            financial need may include any amounts necessary to
                            pay any federal, state, or local income taxes or
                            penalties reasonably anticipated to result from the
                            distribution.

                    (6)     The Participant must obtain all withdrawals, other
                            than hardship withdrawals, and all nontaxable loans
                            currently available under all plans maintained by
                            the Employer, including nonqualified plans of the
                            Employer, before a hardship withdrawal will be
                            allowed. Notwithstanding the foregoing, if taking
                            such a nontaxable loan would not alleviate the
                            financial hardship for the Participant or if
                            repayment of such a loan would cause the Participant
                            to incur a financial hardship, taking of such a loan
                            shall not be required.

                    (7)     After the Participant receives his hardship
                            withdrawal, the Plan Manager will suspend his
                            employee contributions to this Plan (to include all
                            Deferrals, Regular Contributions and Additional
                            Contributions) and shall cause his employee
                            contributions to be suspended as to any other plan
                            of deferred compensation, qualified or nonqualified
                            (but not including any health or welfare benefit
                            plan), maintained by the Employer for the suspension
                            period indicated below, and the Participant will
                            consent to this suspension on a form to be furnished
                            by the Plan Manager.

                            Effective for hardship withdrawals made before
                            January 1, 2001, the suspension period referred to
                            above shall be 12 months from the date of the
                            withdrawal. Effective for hardship withdrawals made
                            during calendar year 2001, the suspension period
                            referred to above shall be a period equal to the
                            greater of 6 months or the number of months from the
                            date of the withdrawal until January 1, 2002.
                            Effective for hardship withdrawals made after
                            December 31, 2001, the suspension period referred to
                            above shall be 6 months.

                    (8)     The Participant's annual limitation on his
                            Deferrals, as imposed by Code Section 402(g) and
                            provided for in Section 12.9 of the Plan (Maximum
                            Amount of Deferrals), for the Plan Year following
                            the Plan Year in which he received his hardship
                            withdrawal will be reduced by the amount of the
                            Deferrals that he made during the Plan Year in which
                            he received his hardship withdrawal.

               (g)  Hardship  Withdrawals  shall  be  charged  pursuant  to  the
          Participant's election in the following order:

                    (1)  Withdrawal  of  amounts  in  Deferral   Accounts  under
               Sections  4.1 and 4.3 in  Investment  Funds other than the Common
               Stock Fund.

                    (2)  Withdrawal  of  amounts  in  Deferral   Accounts  under
               Sections 4.1 and 4.3 in the Common Stock Fund.

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

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

           Effective August 3, 1992 regarding the cash-option alternative
described in the previous paragraph, the Trustee shall, if necessary, at the
direction of the Plan Manager as a named fiduciary of the Plan, directly or via
an agent, sell Participant shares of Common Stock in the open market on the
NYSE; the number of shares to be sold in the open market and the authorization
for such sale shall be specified on form(s) approved by the Plan Manager, who
shall directly or via duly designated Company employee(s) review the same, and
following approval, direct the Trustee to carry out the sale of shares
indicated. The Participant shall bear all risk of a declining market price to
the time of sale, and the sales commissions and any transactional taxes inherent
to the sale and payable at such time shall be charged to the Participant's
Account.

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

                                  DISTRIBUTIONS

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

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

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

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

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

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

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

           8.11     Limitations on Commencement of Benefits:

           (a)      Required Benefit Commencement -- In General. Unless the
                    Participant elects otherwise, the payment of the
                    Participant's benefits will not commence later than the 60th
                    day after the end of the Plan Year in which occurs the
                    latest of the date when: (1) the Participant reaches age 65;
                    (2) the tenth anniversary of the date the Participant
                    commenced participation in the Plan; or (3) the
                    Participant's employment termination date.

           (b)      Minimum Required Distributions After Age 70 1/2

                    (1)     Notwithstanding any other provision of the Plan, at
                            the Participant's election, each Participant's
                            entire interest in the Plan will be distributed, or
                            minimum distribution of a Participant's interest in
                            the Plan will commence, no later than the April 1
                            following the calendar year in which the Participant
                            reaches age 70 1/2, whether or not the Participant
                            has then terminated employment. Prior to January 1,
                            1997, in the absence of any election by the
                            Participant, minimum annual distributions will
                            commence to be paid no later than the required
                            beginning date. In accordance with Code Section
                            401(a)(9) and the regulations thereunder, a minimum
                            distribution shall be in an annual minimum amount
                            calculated with respect to the period of the life
                            expectancy of the Participant.

                    (2)     Effective January 1, 1997, if a participant shall
                            attain age 70 1/2 on or after January 1, 1997 or
                            attained age 70 1/2 on or after January 1, 1996 and
                            has not yet commenced receiving minimum required
                            distributions in accordance with Code Section
                            401(a)(9) prior to January 1, 1997, such participant
                            shall commence receiving minimum required
                            distributions in accordance with the requirements of
                            the Code and the regulations and other guidance
                            thereunder not later than the "required beginning
                            date," which shall be the April 1 following the
                            close of the later of (i) the calendar year in which
                            the participant attains age 70 1/2, or (ii) the
                            calendar year in which the participant terminates
                            employment.

                    (3)     Life expectancy will not be recalculated annually
                            for purposes of determining required minimum
                            distribution amounts for any such minimum
                            distribution required to be made on and after the
                            required beginning date.

                    (4)     Computation of a required minimum distribution
                            amount shall take into account the applicable
                            incidental benefit requirements of Code Section
                            401(a)(9) and the regulations thereunder.

                    (5)     Any other applicable provisions concerning minimum
                            required distributions as are prescribed by Code
                            Section 401(a)(9) and the regulations issued
                            thereunder shall also be complied with and are
                            hereby incorporated by reference.

                    (6)     In the event that a Participant dies after minimum
                            required distributions have begun to be made, the
                            balance credited to the Participant's Account will
                            be distributed in accordance with the procedure of
                            Section 8.6 of the Plan.

           8.12 Employee Transfers from the Employer to an Affiliate: A transfer
by a Participant from the Employer to an Affiliate which has not adopted this
Plan shall not affect his Participation under this Article VIII of the Plan,
nor, for purposes of the Plan, shall it be deemed to be a Termination of
Employment.

           8.13 Distributions with Respect to Qualified Domestic Relations
Orders: Distributions may be made in accordance with the terms of a Qualified
Domestic Relations Order ("QDRO," as defined by Code Section 414(p)), to an
Alternate Payee (as defined by Code Section 414(p)(8)) in the form of
distribution otherwise provided for under this Article VIII with respect to a
Participant. In all events, immediate distributions may be made pursuant to the
terms of a QDRO even before the Participant has attained "earliest retirement
age," as defined in Code Section 414(p). Further, if the Committee is in receipt
of written notice that a QDRO affecting a Participant's Account is being sought,
it may prohibit such Participant from commencing to receive a distribution until
a final determination with respect to such order has been made (or a
determination has been made that such order will not be submitted within a
reasonable period of time after the Committee was notified of such an order).
The amount payable to the Participant and to any other person other than the
alternate payee named in the order shall be adjusted accordingly.

           8.14     Direct Rollover Distributions:

     (a)  At the request of a Participant,  a surviving Spouse of a Participant,
          or a Spouse or former  Spouse of a  Participant  that is an  alternate
          payee under a Qualified  Domestic  Relations Order, under Section 8.14
          (referred to as the  "distributee")  and upon receipt of the direction
          of the  Committee  or its  designee,  the Trustee  shall  effectuate a
          Direct  Rollover   Distribution   of  the  amount   requested  by  the
          distributee,  in accordance with Section 401(a)(31) of the Code, to an
          Eligible  Retirement Plan. Such amount may constitute all or any whole
          percent of any distribution  from the Plan otherwise to be made to the
          distributee,  provided that such distribution  constitutes an Eligible
          Rollover Distribution. All Direct Rollover Distributions shall be made
          in accordance with the following Subsections 8.14(b) through 8.14(h).

     (b)  A  distributee  may not elect to have a Direct  Rollover  Distribution
          made to more than one Eligible Retirement Plan.

     (c)  Direct Rollover  Distributions  shall be made, in accordance with such
          forms and procedures as may be established by the Committee, in shares
          of  Common  Stock  otherwise  distributable  under  the  Plan  to  the
          distributee,  with cash for fractional  shares of Common Stock,  which
          shares  shall be  registered  in a manner  necessary  to  effectuate a
          Direct  Rollover  Distribution  plus cash for any amounts  invested in
          Investment Funds other than the Common Stock Fund; provided,  however,
          that  the   distributee   may  request   that  such  Direct   Rollover
          Distribution  be made entirely in cash in the manner  described  above
          and  in  accordance   with  the  terms  of  the  Plan  governing  cash
          distributions in this Article VIII.

     (d)  No amounts of Regular  Contributions  under Sections 4.2 or 4.3 may be
          distributed to an Eligible  Retirement  Plan through a Direct Rollover
          Distribution.

     (e)  No Direct Rollover  Distribution  shall be made unless the distributee
          furnishes the Committee with such  information as the Committee  shall
          require and deems to be sufficient.

     (f)  A distributee  may elect to divide an Eligible  Rollover  Distribution
          into two  components,  with  one  portion  paid as a  Direct  Rollover
          Distribution and the remainder paid to the distributee,  provided that
          such division of payments shall be permitted only if the amount of the
          Direct Rollover Distribution is at least equal to $500.

     (g)  No Direct Rollover  Distributions shall be permitted unless the amount
          of the distribution exceeds $200.

     (h)  Direct   Rollover   Distributions   shall  be  treated  as  all  other
          distributions  under  the Plan and shall  not be  treated  as a direct
          trustee-to-trustee transfer of assets and liabilities.

     8.15  Definitions:  For purposes of Section 8.14, the following  terms have
the following meanings:

           (a)      The term "Direct Rollover Distribution" means a payment by
                    the plan to the Eligible Retirement Plan specified by the
                    distributee.

           (b)      The term "Eligible Rollover Distribution" means any
                    distribution as provided in Code Section 402(c)(4), or any
                    other provision of the Code which may permit rollovers to
                    the Plan from time to time.

           (c)      The term "Eligible Retirement Plan" means an eligible
                    retirement plan as that term is defined Code Section
                    402(c)(8).

                        ARTICLE IX. LOANS TO PARTICIPANTS

           9.1 Amount of Loan: Loans from the Plan may be made to all
Participants and Beneficiaries who are "parties in interest" within the meaning
of Section 3(14) of the Employee Retirement Income Security Act of 1974, as
amended. Such individuals are referred to herein as "Eligible Borrowers." An
Eligible Borrower may request a loan from his Deferral, Regular Additional, and
Rollover Contribution Accounts, including increments attributable to earnings
thereon. The Plan Manager shall, in the exercise of uniform and
nondiscriminatory procedures, grant such loan request where the requested loan
amount when added to the outstanding balance (if any) of all other loans to the
Eligible Borrower from this Plan, does not exceed the lesser of:

           (a)      $50,000 reduced by the excess (if any) of the highest
                    outstanding balance of loans from the Plan to the Eligible
                    Borrower during the 1-year period ending on the day before
                    the date on which the latest such loan is made, over the
                    outstanding balance of loans from the Plan to the Eligible
                    Borrower on the date on which the latest such loan is made,
                    or

     (b)  one-half  of the  present  value  of the  Eligible  Borrower's  entire
          interest in the Plan,except  that an Eligible  Borrower's  application
          for a loan to acquire his principal residence must evidence compliance
          with Code purposes and provisions as indicated in Section 9.2(c).

           9.2 Terms of Loan: In addition to such rules and regulations as the
Committee may adopt, all loans shall comply with the following terms and
conditions:

          (a)  An application  for a loan by an Eligible  Borrower shall be made
               to the Plan Manager.

           (b)      The period of repayment for any loan, except as set forth in
                    Subsection (c) below, shall be arrived at by mutual
                    agreement between the Plan Manager and the borrower. The
                    terms of each loan shall require repayment on a
                    substantially level amortization basis (with payments not
                    less frequently than quarterly) over a period not to exceed
                    five (5) years except as may otherwise be applicable with
                    respect to an approved leave of absence without pay per
                    Subsection (d) below or as otherwise provided in Subsection
                    (c) below.

           (c)      Notwithstanding the above, the period of repayment for any
                    loan used to acquire the principal residence of an Eligible
                    Borrower shall be arrived at by mutual agreement between the
                    Plan Manager and the borrower. The applying Eligible
                    Borrower shall provide such documentation as shall be
                    required in the discretion of the Plan Manager to assure
                    compliance with Code purposes for principal residence
                    acquisition loans where the Eligible Borrower is seeking a
                    loan term greater than five (5) years. The Plan Manager
                    shall not approve such loan for a term greater than five (5)
                    years where Code compliance is not evidenced.

          (d)  Loan Payment  Suspension During Approved Leave of Absence without
               Pay.

                    (1)     The level amortization requirement does not apply to
                            a period of up to one year during which the Eligible
                            Borrower is on a leave of absence without pay which
                            has been properly approved by the Employer of the
                            Eligible Borrower. However, interest shall continue
                            to accrue during such period of nonpayment. Except
                            as otherwise provided below, if the Eligible
                            Borrower does not pay all of the interest accrued
                            during the period of leave promptly upon returning
                            to work, the loan shall be reamortized as a new,
                            refinanced loan (which may constitute a second
                            refinancing of the original loan as an exception to
                            the one-refinancing rule of Subsection (j)(1)) to
                            establish a new level payment schedule over the
                            remaining period of the original loan term as
                            reduced by the period of leave using the loan
                            balance inclusive of the unpaid accrued interest
                            amounts; if the Eligible Borrower does promptly upon
                            returning to work pay all interest accrued during
                            the period of leave, a revision of payment amounts
                            and due dates to assure compliance with the
                            applicable loan term limitation may yet require
                            refinancing.

                    (2)     The period of a leave of absence without pay shall
                            not extend the term of the loan, as based upon the
                            date of the original loan, beyond the term
                            limitations noted with respect to refinancing
                            Subsection (j)(3)(C). Thus, in the circumstance
                            where it is reasonably anticipated that the period
                            of a leave of absence without pay would terminate
                            at, after or within 6 months before the expiration
                            of the applicable loan term limitation, the Eligible
                            Borrower will be required to continue making
                            payments according to the initial level amortization
                            schedule during the period of leave.

           (e)      Each loan shall be made against collateral which must
                    include, but need not be limited to, that portion of the
                    borrower's Deferral, Regular, Additional and Rollover
                    Contribution Accounts to the maximum extent of 50 percent of
                    his entire interest in the Plan supported by the borrower's
                    collateral promissory note payable to the Plan.

           (f)      Each loan shall bear interest at a reasonable rate
                    established by the Plan Manager. In determining such
                    interest rate, the Plan Manager shall take into
                    consideration interest rates being charged by banks or other
                    financial institutions for comparable loans at the time the
                    loan is made.

          (g)  The minimum loan amount shall be  determined  by the Plan Manager
               but shall not be less than $500.

           (h)      Repayment of loans shall be made by payroll deduction. An
                    Eligible Borrower waives any right to discontinue payroll
                    deductions for loan payment purposes until the promissory
                    note is paid in full. Notwithstanding the foregoing, an
                    Eligible Borrower may prepay the entire amount due under the
                    loan at any time without penalty; partial prepayments are
                    not allowed.

           (i)      Effective August 3, 1992, an Eligible Borrower may have two
                    (2) loans from this Plan outstanding at a time, one (1) of
                    which may be a loan for the acquisition of the Eligible
                    Borrower's principal residence which has a term greater than
                    five (5) years.

          (j)  Effective for loans made on or after August 3, 1992, and prior to
               October 1, 2000:

          (1)  Each loan may be  refinanced  one (1) time  after  thirteen  (13)
               scheduled  payments have been made, except as otherwise  provided
               in Subsection (d)(1).

                    (2)     Loans made prior to August 1, 1992 that have
                            previously been refinanced under Plan rules
                            applicable at the time will not be eligible for
                            refinancing on or after August 3, 1992.

                    (3)              (A) Loan refinancing will not extend the
                                     term of the original loan, calculated from
                                     the original date of the loan, so as to
                                     exceed the five (5) year term limitation
                                     applicable to loans other than to a loan
                                     used to acquire the principal residence of
                                     the Eligible Borrower.

                            (B)      The refinancing of a loan used to acquire
                                     the principal residence of an Eligible
                                     Borrower will not extend the term of the
                                     original loan, calculated from the original
                                     date of the loan.

                    (4)                       (A) (i) Refinancing shall not
                                              require that the Eligible Borrower
                                              borrow any additional amount,
                                              except as is inherent in the
                                              reamortization of a loan to
                                              include unpaid interest following
                                              an approved leave of absence
                                              without pay per Subsection (d)(1)
                                              above.

                         (ii) Effective December 1, 1995,  refinancing shall not
                    be permitted  for the  purposes of  borrowing an  additional
                    amount.

                            (B)      The refinancing of a loan used to acquire
                                     the principal residence of an Eligible
                                     Borrower shall not involve the borrowing of
                                     any additional amount, except as is
                                     inherent in the reamortization of a loan to
                                     include unpaid interest following an
                                     approved leave of absence without pay per
                                     Subsection (d)(1) above.

                    Effective October 1, 2000, no additional refinancings of
outstanding loans shall be permitted.

(k)                 Loan proceeds shall be derived from the Participant's
                    Accounts and Investment Funds in the order set forth in the
                    list below. Such proceeds shall be not derived from any
                    Account until all Accounts previously listed have been
                    exhausted.

                   (1)      An amount equal to all or part of the amounts
                            allocated to the Participant's Deferral Account
                            under Sections 4.1 and 4.3 and invested in
                            Investment Funds other than the Common Stock Fund.

                    (2)     An amount equal to all or part of the amounts
                            allocated to the Participant's Deferral Account
                            under Sections 4.1 and 4.3 and invested in the
                            Common Stock Fund.

                    (3)     An amount equal to all or part of the amounts
                            allocated to the Participant's Rollover Contribution
                            Account under Section 4.8 and invested in Investment
                            Funds other than the Common Stock Fund.

                    (4)     An amount equal to all or part of the amounts
                            allocated to the Participant's Rollover Contribution
                            Account under Section 4.8 and invested in the Common
                            Stock Fund.

                    (5)     An amount equal to all or part of the amounts
                            allocated to the Participant's Regular Contributions
                            Account under Sections 4.2 and 4.3 and invested in
                            Investment Funds other than the Common Stock Fund.

                    (6)     An amount equal to all or part of the amounts
                            allocated to the Participant's Regular Contributions
                            Account under Sections 4.2 and 4.3 and invested in
                            the Common Stock Fund.

                    Effective for all repayments of new and existing Plan loans
                    on and after January 1, 1999, all repayments of Plan loans,
                    including interest, shall be invested in the Investment
                    Funds in accordance with the Participant's current
                    investment election.

          (l)  To the extent the requested loan is derived from amounts invested
               in the Common Stock Fund, a  whole-share  amount from his Account
               as equivalent to, without exceeding, the requested loan amount as
               possible,  shall be sold in the open  market on the NYSE by or on
               behalf of the  Trustee,  at the  direction  of the Plan  Manager,
               after which the proceeds shall be treated as the loan amount, and
               shall  be so  indicated  in the  promissory  note  signed  by the
               Eligible Borrower. The Eligible Borrower shall bear all risk of a
               declining  market  price  to the  time of  sale,  and  the  sales
               commissions and any transactional  taxes inherent to the sale and
               payable  at such  time  shall  be  charged  to the  Participant's
               Account.  The number of shares to be sold in the open  market and
               the  authorization  for such sale shall be  specified  on form(s)
               approved  by the Plan  Manager,  who shall  directly  or via duly
               designated  Company  employee(s)  review the same,  and following
               approval, as a named fiduciary of the Plan, direct the Trustee to
               carry out the sale of shares indicated.

          (m)  Upon Termination of Employment or death, the outstanding  balance
               of the loan plus  interest  due must be repaid in full before any
               distribution  will  be  made  to  the  Eligible  Borrower  or the
               Eligible   Borrower's   Beneficiary.   In  the  absence  of  such
               repayment,  the value of the Eligible Borrower's Account shall be
               reduced by the amount  outstanding on the loan and the net amount
               shall be distributed to the Eligible Borrower or Beneficiary. The
               Eligible  Borrower's  consent  to the loan  shall be treated as a
               consent to a reduction  in his Account  balance in the event of a
               failure to repay such loan. The amount of such Account adjustment
               shall be  treated  as a  distribution  under the  Plan.  Under no
               circumstances,  however, shall any unpaid loan be charged against
               an Eligible  Borrower's Account so long as he remains employed by
               the Employer  unless a distribution  of Deferrals could otherwise
               be made  under  Section  401(k)  of the Code and the  regulations
               issued thereunder.

          (n)  Any scheduled  loan payment shall be regarded as delinquent  upon
               the 15th day  following  the due  date.  If  substantially  level
               repayments of an Eligible  Borrower's  loan are not made at least
               quarterly,  such loan  shall be  treated  as in  default  and the
               entire amount  outstanding on such loan shall become  immediately
               due and payable.  In no event,  however,  shall a foreclosure  on
               such  loan  (by  reduction  of the  Eligible  Borrower's  Account
               balance) occur earlier than the time permitted for  distributions
               under  Section  401(k)  of the  Code and the  regulations  issued
               thereunder.  The foregoing  provisions shall not apply during the
               period of suspension of loan payments during an Employer approved
               leave of absence  without pay which  satisfies the  provisions of
               Subsection (d) above.

          (o)  Notwithstanding  anything herein to the contrary, no loans may be
               made under this  Article IX by an  Eligible  Borrower  during the
               period  in which  the  Committee  is  making a  determination  of
               whether  a  domestic   relations  order  affecting  the  Eligible
               Borrower's  Account  is a  qualified  domestic  relations  order,
               within the meaning of Section 414(p) of the Code. Further, if the
               Committee  is in  receipt  of  written  notice  that a  qualified
               domestic relations order affecting an Eligible Borrower's Account
               is being  sought,  it may prohibit  such  Eligible  Borrower from
               making a loan under this  Article IX until a final  determination
               with respect to such order has been made (or a determination  has
               been  made  that  such  order  will  not be  submitted  within  a
               reasonable  period of time after the  Committee  was  notified of
               such an order).  If the  Committee  is in receipt of a  qualified
               domestic relations order with respect to any Eligible  Borrower's
               Account,  it may prohibit  such  Eligible  Borrower from making a
               loan under this  Article IX until the  alternate  payee's  rights
               under such order are satisfied.  A domestic relations order shall
               not be qualified  if it attempts to assign to an alternate  payee
               an  amount  in  excess   of  the   non-loaned   portion   of  any
               Participant's Account. No alternate payee shall be eligible for a
               loan  under  this  Plan  unless  the  alternate  payee  otherwise
               qualifies as an Eligible Borrower as defined in Section 9.1.

          (p)  Loan  repayments  will be  suspended  under the Plan as permitted
               under Section 414(u) of the Code.

     9.3  Commencement of Loans: No loans shall be made under this Article prior
to January 1, 1987.

           9.4 Employee Transfers from the Employer to an Affiliate: A transfer
by an Eligible Borrower from the Employer to an Affiliate which has not adopted
this Plan shall not affect his Participation under this Article IX of the Plan,
nor, for purposes of the Plan, shall it be deemed to be a Termination of
Employment.

           9.5 Specific Information: The Committee must adopt, announce, and
publish as part of this Plan, additional rules on borrowing under the Plan that
are not inconsistent with the provisions of the Plan and this Section 9. These
rules on the administration of this Plan's loan program must include rules and
provisions on:

          (a)  the   persons   or   positions   authorized   to  assist  in  the
               administration of the loan program;

          (b)  the procedure for applying for loans;

          (c)  the basis on which loans will be approved or denied;

          (d)  the  limitations  (if  any) on the  types  and  amounts  of loans
               offered;

          (e)  the procedure for determining a reasonable rate of interest;

          (f)  the types of collateral that may secure a loan; and

          (g)  the events that  constitute  a default and the steps that will be
               taken to preserve Plan assets in the event of such default.

                               ARTICLE X. VESTING

           10.1 Vesting: A Participant's Deferral, Regular, Additional and
Rollover Contribution Accounts (and earnings thereon) shall be fully vested and
nonforfeitable at all times. Employer contributions made under Article V with
respect to any Plan Year and earnings thereon shall be fully vested and
nonforfeitable at all times.

           10.2 Employee Transfers from the Employer to an Affiliate: A transfer
by a Participant from the Employer to an Affiliate which has not adopted this
Plan shall not affect his participation under this Article X of the Plan, nor,
for purposes of the Plan, shall it be deemed to be a Termination of Employment.

                             ARTICLE XI. FORFEITURES

           11.1 Termination of Employment: Unless vested under Article X,
Employer Contributions and earnings thereon shall be forfeited upon Termination
of Employment.

           11.2 Repayments: A reemployed Participant who received a distribution
from the Plan as a result of a Termination of Employment and forfeited any
Employer Contributions on account of such prior distribution (based on the
vesting requirements in effect prior to July 1, 1989), may repay the full amount
of the distribution provided the Participant is reemployed before incurring five
consecutive Breaks in Service and repays the distribution within five years of
reemployment. All repayments and forfeitures shall be credited to the
Participant's Regular Contribution Account under Section 4.2 for the year of
repayment. All repayments shall be made in accordance with uniform rules adopted
by the Committee.

           11.3 Lost Participants or Beneficiaries: If a Participant or
Beneficiary cannot be located by reasonable efforts of the Committee within a
reasonable period of time after the latest date such benefits are otherwise
payable under the Plan, the amounts in the Participant's Account shall be
forfeited; provided, however, that such forfeited amount shall be restored
(without earnings) if, at any time, the Participant or Beneficiary who was
entitled to receive such benefit when it first became payable shall, after
furnishing proof of their identity and right to make such claim to the
Committee, filed a request for such benefit with the Committee.

           11.4 Application of Forfeitures: All amounts which are forfeited
under this Article shall be applied to reduce any subsequent contributions of
the Employer by which the Participant is employed at the time of the forfeiture.
If the Plan is terminated or if Employer Contributions are completely
discontinued, forfeitures shall be credited ratably to the Accounts of all
Participants at the time of termination or discontinuance of contributions. In
all cases, forfeitures shall be so applied no later than as of the end of the
Plan Year in which the forfeiture occurs.

             ARTICLE XII. LIMITATIONS ON CONTRIBUTIONS AND BENEFITS

     12.1  Definition of Annual Additions:  For  purposes of the Plan,  Annual
Addition shall mean the amount  allocated to a Participant's  Account during the
Limitation Year that constitutes:

    (a)      Employer Contributions,

    (b)      Employee Contributions

    (c)      Forfeitures, and

    (d)      Amounts described in Sections 415(l)(1) and 419A(d)(2) of the Code.

    12.2     Maximum Annual Addition:

           (a) The maximum Annual Addition that may be contributed or allocated
to a Participant's Account under the Plan for any Limitation Year shall not
exceed the lesser of:

       (1)  the Defined Contribution Dollar Limitation, or

       (2)  25 percent of the Participant's Compensation, as defined in Section
            12.4.

           (b) Anything to the contrary herein notwithstanding, this subsection
12.2(b) shall be effective for Limitation Years beginning after December 31,
2001 and modifies the rules in this Section 12.2 for such Limitation Years. The
Annual Additions that may be contributed or allocated to the Participant's
Account under the Plan for any Limitation Year shall not exceed the lesser of:

       (1)   $40,000, as adjusted for increases in the cost-of-living under
             Section 415(d) of the Code; or

       (2)   100 percent of the Participant's Compensation as defined in Section
             12.4 for such Limitation Year.

           12.3 Limitation on Annual Additions: If, notwithstanding the
foregoing provisions of Section 12.2, the limitations with respect to Annual
Additions prescribed hereunder are exceeded with respect to any Participant and
such excess arises as a consequence of the allocation of forfeitures, a
reasonable error in estimating the Participant's compensation, a reasonable
error in determining the amount of Deferrals that may be made with respect to
any individual under the limits of Code Section 415, or under other limited
facts and circumstances that the Internal Revenue Service approves, the excess
amounts attributable to Deferrals may be returned to the affected Participant to
the extent necessary to reduce the excess amounts in the Participant's Accounts.
Such returned amounts shall not be taken into account in applying the
limitations of Section 12.10.

           (a)      To the extent excess amounts remain in the Participant's
                    Accounts, so much of the Participant's Regular Contributions
                    under Sections 4.2 and 4.3 which cause the Participant's
                    Accounts to exceed the maximum Annual Additions shall be
                    returned to the Participant.

           (b)      To the extent excess amounts remain in the Participant's
                    Accounts, such excess shall be utilized to reduce future
                    Employer Contributions on behalf of the Participant for the
                    next succeeding Limitation Year and succeeding Limitation
                    Years as necessary. If the Participant is no longer employed
                    in such a succeeding Limitation Year, such excess amounts
                    will be held unallocated in a suspense Account which shall
                    be used to reduce future Employer Contributions on behalf of
                    the other Participants entitled to an allocation.

           (c)      Any amount returned to a Participant pursuant to Section
                    12.3(a) shall be withdrawn first from any amounts invested
                    in Investment Funds other than the Common Stock Fund and
                    then, if necessary, from the Common Stock Fund.

           12.4     Definitions:  For purposes of Section 12.2:

               (a)  Defined  Contribution  Dollar Limitation shall mean $30,000,
                    as adjusted for increases in the cost of living  pursuant to
                    Section 415(d) of the Code.

               (b)  Compensation  shall mean wages within the meaning of Section
                    3401(a)  of the Code  (without  regard  to any  rules  under
                    Section  3401(a)  that limit the  remuneration  included  in
                    wages based on the nature or location of the  employment  or
                    the  services   performed   (such  as  the   exception   for
                    agricultural  labor in  Section  3401(a)(2))  and all  other
                    payments of  compensation  to an Employee by the Company (in
                    the course of the Company's trade or business) for which the
                    Company  is  required  to  furnish  the  Employee  a written
                    statement under Sections 6401(d), 6051(a)(3) and 6052 of the
                    Code  (a Form  W-2),  and  effective  for  Limitation  Years
                    beginning  on  and  after  January  1,  1998,   all  amounts
                    currently  not  included in the  Employee's  gross income by
                    reason of Sections 125, 132(f)(4) and 402(e)(3) of the Code.

           (c)      Limitation Year shall mean the Plan Year.

           12.5     Special Rules:

               (a)  The   Compensation   limitation   referred   to  in  Section
                    12.2(a)(2) or 12.2(b)(2) shall not apply to:

                    (1)  Any  contribution  for  medical  benefits  (within  the
                         meaning  of  Section  419A(f)(2)  of  the  Code)  after
                         separation  from service which is otherwise  treated as
                         an Annual Addition, or

                    (2)  Any  amount  otherwise  treated  as an Annual  Addition
                         under Section 415(l)(1) of the Code.

               (b)  Recomputation  Not  Required.  The Annual  Addition  for any
                    Limitation  Year beginning  before January 1, 1987 shall not
                    be  recomputed  to treat all  Employee  Contributions  as an
                    Annual Addition.
(c)      Adjustment of Defined Benefit Plan Fraction. If the Plan
                    satisfied the applicable requirements of Section 415 of the
                    Code as in effect for all Limitation Years beginning before
                    January 1, 1987, an amount shall be subtracted from the
                    numerator of the defined benefit plan fraction (not
                    exceeding such numerator) as prescribed by the Secretary of
                    the Treasury so that the sum of the defined benefit plan
                    fraction and defined contribution plan fraction computed
                    under Section 415(e)(1) of the Code (as revised by this
                    Section) does not exceed 1.0 for such Limitation Year.

           12.6     Limitation of Benefits and Contributions:

          (a)  Effective  for  Limitation  Years  beginning  prior to January 1,
               2000,  if an  Employee  is or was a  Participant  in one or  more
               defined benefit plans and one or more defined  contribution plans
               maintained by the Employer,  the sum of the Defined  Benefit Plan
               Fraction and his Defined  Contribution  Plan Fraction (as defined
               herein)  shall not  exceed  1.0 for any  year.  If the sum of the
               Defined Benefit Plan Fraction and the Defined  Contribution  Plan
               Fraction shall exceed 1.0 in any year for any Participant in this
               Plan,  the  Employer  shall  adjust the  numerator of the Defined
               Benefit Plan Fraction so that the sum of the Defined Benefit Plan
               Fraction and the Defined  Contribution Plan Fraction shall not be
               in excess of 1.0 in any year for such  Participant  in accordance
               with the provisions set forth above, specifically incorporated by
               reference thereto.

           (b)      For the purpose of this section, the term "Defined Benefit
                    Plan Fraction" for any year shall mean a fraction, the
                    numerator of which is the projected annual benefit payable
                    to a Participant as of the close of the then current year
                    under all plans maintained by the Employer and the
                    denominator of which is the lesser of:

                    (1)     The product of 1.25 multiplied by the maximum dollar
                            limitation for the Plan Year concerned as provided
                            under Internal Revenue Code Section 415, or

                    (2)     The product of 1.4 multiplied by the applicable
                            percentage of compensation limit as defined for this
                            purpose under Internal Revenue Code Section 415.

           (c)      The term "Defined Contribution Plan Fraction" for any year
                    shall mean a fraction the numerator of which is the
                    aggregate amount of annual additions made to a Participant's
                    Accounts under all plans maintained by the Employer as of
                    the close of the then current year and the denominator of
                    which is the sum of the lesser of the following amounts
                    determined for such year and for each prior Year of Service
                    with the Employer:

                    (1)     The product of 1.25 multiplied by the maximum dollar
                            limitation for the Plan Year concerned as provided
                            under Internal Revenue Code Section 415, or

                    (2)     The product of 1.4 multiplied by the applicable
                            percentage of Compensation limit as defined for this
                            purpose under Internal Revenue Code Section 415.

           12.7 Transitional Rule: At the Committee's election, with respect to
any year ending after December 31, 1982, the amount taken into account in
determining the Defined Contribution Plan Fraction with respect to each
Participant for all years ending before January 1, 1983, shall be an amount
equal to the product of (a) and (b), where:

          (a)  Is the Defined  Contribution Plan Fraction in effect for the Plan
               Year ending in 1982, and

          (b)  Is the Transition Fraction.

           "Transition Fraction" means a fraction the numerator of which is the
lesser of $51,874 or 1.4 multiplied by 25% of the Compensation of the
Participant for the year ending in 1981, and the denominator of which is the
lesser of $41,500 or 25% of the Compensation of the Participant for the year
ending in 1981.

           If the plan is a Top-Heavy Plan, as defined by the Tax Equity and
Fiscal Responsibility Act of 1982, then $41,500 shall be substituted for $51,874
in the numerator of the Transition Fraction.

     12.8 Effective Date: The provisions of the foregoing  Sections 12.1 through
          12.7 shall  become  effective  for Plan Years  beginning  on and after
          January 1, 1987.

     12.9 Maximum Amount of Deferrals: Effective January 1, 1987:

          (a)  In no event shall the  aggregate of Deferrals  under  Section 4.1
               (including  Additional  Contributions  made  as  Deferrals  under
               Section  4.3) and such  other  elective  deferrals  as defined in
               Section  402(g)(3)  of the Code  made on a  Participant's  behalf
               under  the  Plan  and  all  other   qualified  cash  or  deferred
               arrangements  maintained  by the  Company or any  Affiliate  with
               respect to any  calendar  year exceed the dollar  limit in effect
               with respect to such year in accordance with Section 402(g)(5) of
               the  Code and the  regulations  thereunder.  Notwithstanding  the
               foregoing,  the  Committee  shall be empowered to prescribe  such
               nondiscriminatory  rules as it deems  necessary  or  advisable to
               facilitate the ease of  administration  of this limit,  including
               but  not  limited  to,   permitting  more  frequent   changes  in
               contribution  rates than are  otherwise  permitted  under Section
               4.5.

          (b)  Notwithstanding any other provision of the Plan, if the aggregate
               of  Deferrals   (including   Additional   Contributions  made  as
               Deferrals under Section 4.3) and such other elective deferrals as
               defined in Section  402(g)(3) of the Code made on a Participant's
               behalf  under the Plan and all other  qualified  cash or deferred
               arrangements  maintained  by the  Company or any  Affiliate  with
               respect to any  calendar  year exceed the dollar  limit in effect
               with respect to such year in accordance with Section 402(g)(5) of
               the Code and the regulations thereunder,  the Excess Deferral (as
               hereinafter defined) and earnings thereon shall be distributed to
               the  Participant  as soon as  practicable  after the Plan Manager
               determines  that the Excess  Deferral was made, but no later than
               the April 15 of the year following the calendar year in which the
               Excess  Deferral  arose.  Any amount  returned  to a  Participant
               pursuant to this Section  12.9(b)  shall be withdrawn  first from
               any amounts  invested in  Investment  Funds other than the Common
               Stock Fund, and then, if necessary, from the Common Stock Fund.

          (c)  Notwithstanding any other provision of the Plan, if the aggregate
               of  Deferrals   (including   Additional   Contributions  made  as
               Deferrals under Section 4.3) and such other elective deferrals as
               defined in Section  402(g)(3) of the Code made on a Participant's
               behalf under any other qualified cash or deferred arrangement not
               maintained  by the Company or any  Affiliate  with respect to any
               calendar  year exceed the dollar  limit in effect with respect to
               such year in  accordance  with Section  402(g)(5) of the Code and
               the regulations thereunder,  the Excess Deferrals (as hereinafter
               defined) and earnings  allocable  thereto may be  distributed  no
               later than April 15 of the calendar  year  following the calendar
               year of the deferral,  to  Participants  who claim such allocable
               Excess Deferrals for the preceding calendar year.

          (d)  For purposes of this Section 12.9,  "Excess Deferrals" shall mean
               the amount of "elective deferrals" (within the meaning of Section
               402(g)(3) of the Code) for a calendar  year that are in excess of
               the applicable dollar limitation under Section 402(g) of the Code
               and are allocable to this Plan.

          (e)  For purposes of Section 12.9(c),  a Participant's  claim shall be
               in writing;  shall be submitted to the Plan Manager no later than
               March 1 of the calendar year following the calendar year in which
               the  Excess  Deferrals  were   contributed;   shall  specify  the
               Participant's  Excess Deferrals for the preceding  calendar year;
               and shall be accompanied by the  Participant's  written statement
               that if such amounts are not distributed,  such Excess Deferrals,
               when added to amounts  deferred under other plans or arrangements
               described in Sections 401(k), 408(k), 403(b) or 501(c)(18) of the
               Code for the  calendar  year,  exceeds  the limit  imposed on the
               Participant  under  Section  402(g) of the Code for such calendar
               year. In the absence of such written  notice,  the amount of such
               Excess   Deferrals   shall  be  subject  to  all  limitations  on
               withdrawals and distributions applicable to Deferrals.

          (f)  The amount of Excess Deferrals that may be distributed under this
               Section  12.9 with  respect to any  Participant  for any calendar
               year  shall be  reduced  by the  amount  of any  Excess  Deferral
               Contributions  previously distributed or recharacterized pursuant
               to Section 12.10,  if any, for the Plan Year, in accordance  with
               regulations  issued under Section  402(g) of the Code. The Excess
               Deferrals  distributed  to a  Participant  with respect to a year
               shall be adjusted  for  earnings  and losses for the Plan Year in
               accordance  with the  provisions  of Article  VII and shall in no
               event exceed the Participant's Deferral Account under the Plan.

12.10  Non-Discrimination Limitation on Deferral Contributions:  Effective
       January 1, 1997:

           (a)      Notwithstanding any other provision of the Plan to the
                    contrary, the Plan Manager shall limit the amount of
                    Deferral Contributions made on behalf of each Highly
                    Compensated Employee for each Plan Year, in addition to all
                    such salary reduction contributions under all other
                    qualified cash or deferred arrangements (as defined in
                    Section 401(k) of the Code) maintained by the Company or an
                    Affiliate in which the Participant participates, to the
                    extent necessary to ensure that either of the following
                    tests is satisfied:

                    (1)     the Actual Deferral Percentage (as hereinafter
                            defined) for the group of Highly Compensated
                            Employees who are eligible to participate in the
                            Plan is not more than the Actual Deferral Percentage
                            for the preceding Plan Year of all other Employees
                            who were eligible to participate in the Plan during
                            such preceding Plan Year multiplied by 1.25; or

                    (2)     the excess of the Actual Deferral Percentage for the
                            group of Highly Compensated Employees who are
                            eligible to participate in the Plan over the Actual
                            Deferral Percentage for the preceding Plan Year of
                            all other Employees who are eligible to participate
                            in the Plan is not more than two percentage points,
                            and the Actual Deferral Percentage for the group of
                            Highly Compensated Employees who are eligible to
                            participate in the Plan is not more than the Actual
                            Deferral Percentage for the preceding Plan Year of
                            all other Employees who are eligible to participate
                            in the Plan multiplied by 2.0.

                    (3)     Notwithstanding the foregoing, the Plan Manager may
                            elect to determine the permissible Actual Deferral
                            Percentage for Highly Compensated Employees who are
                            eligible to participate in the Plan for any Plan
                            Year beginning on or after January 1, 1997 on the
                            basis of the Actual Deferral Percentage for the
                            current Plan Year rather than the preceding Plan
                            Year, of all other Employees who are eligible to
                            participate in the Plan, in accordance with such
                            regulations, notices or other guidance issued under
                            Section 401(k) of the Code

          (b)  If it is determined  prior to any payroll  period that the amount
               of Deferral  Contributions  elected to be made  thereafter  under
               Section 4.1 or Section 4.3 would cause the limitation  prescribed
               in this  Section  12.10 to be  exceeded,  the amount of  Deferral
               Contributions  allowed to be made on behalf of Highly Compensated
               Employees  shall be reduced,  notwithstanding  the limitations on
               contribution   rate  changes  in  Section   4.5.   Except  as  is
               hereinafter provided,  the Participants to whom such reduction is
               applicable and the amount of such  reduction  shall be determined
               pursuant  to such  nondiscriminatory  rules as the  Plan  Manager
               shall prescribe.

          (c)  In addition to the reductions  set forth in Subsection  12.10(b),
               if the limitations under Subsection  12.10(a) are exceeded in any
               Plan Year,  the  Committee  may, in accordance  with  regulations
               issued under Section 401(k)(3) of the Code,  authorize or require
               the   recharacterization  of  Excess  Deferral  Contributions  as
               Regular  Contributions,   provided  that  the  recharacterization
               actually  occurs  within two and a half (2 1/2) months  after the
               close of the Plan Year and  pursuant  to Section 4.2 for the Plan
               Year so that the  limitations in that Plan Year are not exceeded.
               Any  Regular  Contributions  under the Plan that  result from the
               recharacterization of Excess Deferral Contributions in accordance
               with this Subsection,  shall be nonforfeitable  when made and are
               distributable  only  in  accordance  with  the  distribution  and
               withdrawal  provisions  that are  applicable  to Salary  Deferral
               Contributions under the Plan.

          (d)  To  the  extent  such   Deferral   Contributions   exceeding  the
               limitations  under Subsection  12.10(a) are not  recharacterized,
               the Company  may, in its  discretion,  authorize  the Employer to
               make  Qualified  Nonelective  Contributions  to the  Accounts  of
               certain Participants who are not Highly Compensated Employees.

          (e)  To the extent the limitations under Subsection  12.10(a) continue
               to be exceeded  following  such  recharacterization  or making of
               Qualified Nonelective Contributions,  if any, the Excess Deferral
               Contributions made on behalf of Highly Compensated Employees with
               respect to a Plan Year and income allocable  thereto for the Plan
               Year  shall  then  be  distributed  to  such  Highly  Compensated
               Employees as soon as practicable after the end of such Plan Year,
               but no later  than  twelve  months  after  the close of such Plan
               Year.  The  amount  of  income   allocable  to  Excess   Deferral
               Contributions for the Plan Year shall be determined in accordance
               with the regulations  issued under Section 401(k) of the Code and
               the  provisions  of Article  VII.  The amount of Excess  Deferral
               Contributions   distributed   to  any   Participant   under  this
               subparagraph  for any Plan Year  shall be  reduced  by any Excess
               Deferrals previously  distributed to such Participant pursuant to
               Section 12.9, if any, for such Plan Year. Any amount  returned to
               a  Participant   pursuant  to  this  Section  12.10(e)  shall  be
               withdrawn  first from any amounts  invested in  Investment  Funds
               other than the Common Stock Fund,  and then, if  necessary,  from
               the Common Stock Fund.

          (f)  The Plan Manager is authorized to implement rules under which any
               combination of the methods described in the foregoing Subsections
               12.10(b),  12.10(c),  12.10(d)  and  12.10(e)  may be utilized to
               assure that the limitations of Subsection 12.10(a) are satisfied.

       12.11   Nondiscrimination   Limitations  on  Regular   Contributions  and
               Employer Contributions: Effective January 1, 1997:

           (a)      Notwithstanding any other provision of the Plan to the
                    contrary, for each Plan Year, the Plan Manager shall limit
                    the amount of Regular Contributions under Sections 4.2 and
                    4.3 (including any recharacterized Deferrals pursuant to
                    Section 12.10) and Employer Contributions under Section 5.1
                    made by or on behalf of each Highly Compensated Employee to
                    the extent necessary to ensure that either of the following
                    tests is satisfied:

                    (1)     the Actual Contribution Percentage for the group of
                            Highly Compensated Employees who are eligible to
                            participate in the Plan is not more than the Actual
                            Contribution Percentage for the preceding Plan Year
                            of all other Employees who are eligible to
                            participate in the Plan multiplied by 1.25; or

                    (2)     the excess of the Actual Contribution Percentage for
                            the group of Highly Compensated Employees who are
                            eligible to participate in the Plan over the Actual
                            Contribution Percentage for the preceding Plan Year
                            of all other Employees who are eligible to
                            participate in the Plan is not more than two
                            percentage points, and the Actual Contribution
                            Percentage for the group of Highly Compensated
                            Employees who are eligible to participate in the
                            Plan is not more than the Actual Contribution
                            Percentage for the preceding Plan Year of all other
                            Employees who are eligible to participate in the
                            Plan multiplied by 2.0.

                    (3)     Notwithstanding the foregoing, the Plan Manager may
                            elect to determine the permissible Actual
                            Contribution Percentage for Highly Compensated
                            Employees who are eligible to participate in the
                            Plan for any Plan Year beginning on or after January
                            1, 1997 on the basis of the Actual Contribution
                            Percentage for the current Plan Year rather than the
                            preceding Plan Year, of all other Employees who are
                            eligible to participate in the Plan, in accordance
                            with such regulations, notices or other guidance
                            issued under Section 401(k) of the Code.

               (b)  If it is  determined  prior to any  payroll  period that the
                    Regular Contributions under Section 4.2 or Section 4.3 to be
                    contributed thereafter would cause the limitation prescribed
                    in this  Section  12.11 to be  exceeded,  the amount of such
                    contributions  allowed  to be made by or on behalf of Highly
                    Compensated Employees shall be reduced,  notwithstanding the
                    limitations  on  contribution  rate  changes in Section 4.5.
                    Except as is hereinafter provided,  the Participants to whom
                    such   reduction  is  applicable  and  the  amount  of  such
                    reduction    shall   be   determined    pursuant   to   such
                    nondiscriminatory rules as the Plan Manager shall prescribe.

               (c)  Notwithstanding the foregoing paragraph,  if with respect to
                    any Plan Year amounts  contributed by or on behalf of Highly
                    Compensated  Employees exceed the applicable limit set forth
                    in Subsection 12.11(a),  the Company may, in its discretion,
                    authorize  the  making of  additional  contributions  to the
                    Accounts  of  Participants  who are not  Highly  Compensated
                    Employees,  which additional  contributions  shall either be
                    Qualified  Nonelective  Contributions or additional Employer
                    Contributions under Section 5.1. In addition,  in accordance
                    with  regulations  issued under Section  401(m) of the Code,
                    the Plan Manager may elect to treat amounts  attributable to
                    Deferrals as such additional Employer  Contributions  solely
                    for the purposes of satisfying the limitations of Subsection
                    12.11(a).

               (d)  If the limitations under Subsection  12.11(a) continue to be
                    exceeded following such Qualified Nonelective  Contributions
                    or additional  Employer  Contribution  amounts,  if any, the
                    Excess Aggregate  Contributions  made with respect to Highly
                    Compensated  Employees  with respect to such Plan Year,  and
                    any income  attributable  thereto,  shall be  distributed to
                    Highly Compensated Employees in an amount equal to each such
                    Participant's   Regular   Contributions  under  Section  4.3
                    (including recharacterized Deferral Contributions).

               (e)  If the limitations under Subsection  12.11(a) continue to be
                    exceeded following the distributions described in Subsection
                    (d),  the  Regular   Contributions  under  Section  4.2  and
                    associated   Employer   Contributions  along  with  earnings
                    attributable  to such  amounts  for the Plan  Year  shall be
                    distributed  (to  the  extent  already  vested  and,  if not
                    vested,  forfeited)  to the extent of the  remaining  Excess
                    Aggregate  Contributions,  as  determined  pursuant  to such
                    rules and regulations as shall be prescribed by the Internal
                    Revenue  Service  under  Section  401(m) of the Code and the
                    provisions   of  Article   VII,  to  the   affected   Highly
                    Compensated   Employees.   Any  such  forfeitures  shall  be
                    utilized  no later  than as of the last day of the Plan Year
                    in which such  forfeiture  occurs to reduce future  Employer
                    Contributions and to defray  administrative  expenses of the
                    Plan.

               (f)  All Excess Aggregate  Contributions and any income allocable
                    thereto  shall be  forfeited  or  distributed,  as described
                    above,  as soon as  practicable  after the close of the Plan
                    Year, but no later than twelve months after the close of the
                    Plan  Year  in  which  they  occur.  The  amount  of  income
                    allocable  to  Excess  Aggregate   Contributions   shall  be
                    determined in accordance with the  regulations  issued under
                    Section  401(m) of the Code and the  provisions  of  Article
                    VII. The Plan Manager is authorized to implement rules under
                    which  any  combination  of  the  methods  described  in the
                    foregoing  Subsections  12.11(b),  12.11(c),  12.11(d),  and
                    12.11(e) may be utilized to assure that the  limitations  of
                    Subsection 12.11(a) are satisfied.  Any amount returned to a
                    Participant pursuant to Section 12.11(d) or Section 12.11(e)
                    shall be  withdrawn  first  from  any  amounts  invested  in
                    Investment Funds other than the Common Stock Fund, and then,
                    if necessary, from the Common Stock Fund.

               (g)  Notwithstanding  anything to the contrary in Sections  12.10
                    or 12.11,  effective  January  1, 1989,  Deferrals,  Regular
                    Contributions, and Employer Contributions may not be made to
                    this Plan in violation of the rules prohibiting multiple use
                    of  the   alternative   limitation   described  in  Sections
                    401(k)(3)(A)(ii)(II)  and  401(m)(2)(A)(ii)  of the Code and
                    the provisions of Treasury Regulation section  1.401(m)-2(b)
                    and any further guidance issued thereunder. If such multiple
                    use  occurs,  the Actual  Contribution  Percentages  for all
                    Highly Compensated  Employees (determined after applying the
                    foregoing  provisions of Sections  12.10 and 12.11) shall be
                    reduced  in  accordance  with  Treasury  Regulation  section
                    1.401(m)-2(c)  and any further guidance issued thereunder in
                    order  to  prevent  such  multiple  use of  the  alternative
                    limitation.

                    Anything herein to the contrary notwithstanding, the
                    aggregate limit on contributions (the "multiple use test")
                    described in Treasury Regulation section 1.401(m)-2 and this
                    Section 12.11(g) shall not apply for Plan Years beginning
                    after December 31, 2001.

               (h)  Notwithstanding anything in the Plan to the contrary, if the
                    rate of Employer Contributions, determined after application
                    of the corrective  mechanisms described in Section 12.10 and
                    the foregoing provisions of Section 12.11,  discriminates in
                    favor of  Highly  Compensated  Employees,  any such  amounts
                    attributable  to any Excess Deferral  Contributions,  Excess
                    Aggregate  Contributions,  or Excess Deferrals (as described
                    in Subsection  12.9(d)) of each affected Highly  Compensated
                    Employee shall be forfeited so that the rate of contribution
                    is nondiscriminatory.  Any such forfeitures shall be made no
                    later than the end of the Plan Year  following the Plan Year
                    for which the  contribution was made.  Forfeitures,  if any,
                    shall be used no later  than as of the end of the Plan  Year
                    in which they occur to reduce future Employer  Contributions
                    or to defray administrative expenses of the Plan. Any amount
                    forfeited   pursuant  to  this  Section  12.11(h)  shall  be
                    forfeited  first from any  amounts  invested  in  Investment
                    Funds  other  than the  Common  Stock  Fund,  and  then,  if
                    necessary, from the Common Stock Fund.

           12.12 Definitions: For purposes of Sections 12.9, 12.10, and 12.11
(as well as such other provisions of the Plan specifically referring to a
definition in this Section 12.12), the following terms have the following
meanings:

           (a)      The term "Actual Deferral Percentage" means, for a specified
                    group of Employees who are eligible to participate in the
                    Plan for a Plan Year, the average of the ratios (calculated
                    separately for each person in such group) of:

                    (1)  the aggregate of the Deferral contributions  (including
                         any Additional  Contributions treated as Deferrals) and
                         any   Qualified    Non-elective    Contributions    (as
                         hereinafter  defined)  which,  in  accordance  with the
                         rules  set  forth  in   Treasury   Regulation   Section
                         1.401(k)-1(b)(4)  and (5) are,  at the  election of the
                         Plan  Manager,  in fact taken into account with respect
                         to such Plan Year, to

                    (2)  such Employee's Compensation taken into account for the
                         Plan Year.

                    In determining the Actual Deferral Percentages for a Plan
                    Year, any Participant who is suspended from participation
                    pursuant to Section 8.1 and, to the extent required by
                    Section 401(k) of the Code and the regulations and other
                    guidance issued thereunder, any Employee who waives
                    participation under Section 2.14 shall be treated as an
                    eligible Participant. In all events, Actual Deferral
                    Percentages shall be determined in accordance with all of
                    the applicable requirements (including, to the extent
                    applicable, the plan aggregation requirements) of Section
                    401(k) of the Code, and the regulations and other guidance
                    issued thereunder.

           (b)      The term "Actual Contribution Percentage" means, for a
                    specified group of Employees who are eligible to participate
                    in the Plan, the average of the ratios (calculated
                    separately for each person in such group) of:

                          (1)    the aggregate of the Regular Contributions and
                                 Employer Contributions (including Additional
                                 Contributions treated as Regular Contributions,
                                 in addition to such other contributions,
                                 including Qualified Nonelective Contributions
                                 or Deferrals and including all such
                                 Contributions made under all other plans
                                 subject to Section 401(m) of the Code
                                 maintained by the Company or an Affiliate in
                                 which the Participant participates, which, in
                                 accordance with applicable rules and
                                 regulations promulgated by the Internal Revenue
                                 Service, the Plan Manager elects to aggregate
                                 with such Regular Contributions for purposes of
                                 demonstrating compliance with the requirements
                                 of Section 401(m)(2) of the Code) which are
                                 paid to the Trust Fund by or on behalf of each
                                 such Employee for a Plan Year, to

                    (2)  such  Employee's  Compensation  taken into  account for
                         such Plan Year. In determining the Actual  Contribution
                         Percentage  for a Plan  Year,  any  Participant  who is
                         suspended  from  participation  pursuant to Section 8.1
                         and, to the extent  required  by Section  401(m) of the
                         Code and the  regulations  and  other  guidance  issued
                         thereunder, any Employee who waives participation under
                         Section   2.15  shall  be   treated   as  an   eligible
                         Participant.   In  all  events,   Actual   Contribution
                         Percentages  shall be determined in accordance with all
                         of  the  applicable  requirements  (including,  to  the
                         extent applicable,  the plan aggregation  requirements)
                         of Section 401(m) of the Code, and the  regulations and
                         other guidance issued thereunder.

                    (c)  The term "Compensation"  means wages within the meaning
                         of Section  3401(a) of the Code (without  regard to any
                         rules under Section 3401(a) that limit the remuneration
                         included  in wages  based on the nature or  location of
                         the employment or the services  performed  (such as the
                         exception for agricultural labor in Section 3401(a)(2))
                         and all other payments of  compensation  to an Employee
                         by the Company (in the course of the Company's trade or
                         business)  for which the Company is required to furnish
                         the  Employee  a  written   statement   under  Sections
                         6401(d),  6051(a)(3) and 6052 of the Code (a Form W-2),
                         modified to include all amounts  currently not included
                         in the  Employee's  gross  income by reason of Sections
                         125,  132(f)(4)  and  402(e)(3)  of the Code  (for Plan
                         Years beginning on and after January 1, 1998); provided
                         that  the  total  amount  of  Compensation  taken  into
                         account   for  any  Plan  Year  shall  not  exceed  the
                         applicable  annual  compensation  limitation  in effect
                         under  Section  401(a)(17)  of the Code, as adjusted by
                         the Internal  Revenue Service for increases in the cost
                         of living in accordance with Section  401(a)(17) of the
                         Code and the  regulations  and  other  guidance  issued
                         thereunder.  If the Plan Year  consists  of fewer  than
                         twelve months, the foregoing annual  Compensation limit
                         will be  multiplied  by a fraction,  the  numerator  of
                         which is the number of months in the Plan Year, and the
                         denominator  of  which  is  twelve.  In the  case of an
                         Employee who begins,  resumes, or ceases to be eligible
                         to make contributions during a Plan Year, the amount of
                         Compensation included in the Actual Deferral Percentage
                         and Actual  Contribution  Percentage test is the amount
                         of  Compensation  received by the  Employee  during the
                         entire Plan Year.

                    (d)  The term "Excess Aggregate  Contributions"  means, with
                         respect to each Highly Compensated Employee, the amount
                         equal to the  total  amount  of  Regular  Contributions
                         under Section 4.2 (including  Additional  Contributions
                         treated  as   Regular   Contributions)   and   Employer
                         Contributions  under Section 5.1  (determined  prior to
                         the  application  of the leveling  procedure  described
                         below) ("Aggregate Contributions") minus the product of
                         the   Employee's   Actual    Contribution    Percentage
                         (determined  after  the  leveling  procedure  described
                         below)  multiplied by the Employee's  Compensation.  In
                         accordance  with the  regulations  issued under Section
                         401(m)  of the  Code,  Excess  Aggregate  Contributions
                         shall be determined by a leveling procedure under which
                         the  Actual  Contribution   Percentage  of  the  Highly
                         Compensated  Employee with the highest such  percentage
                         shall be reduced to the extent  required  to enable the
                         limitation of Section 12.11(a) to be satisfied,  or, if
                         it results in a lower reduction, to the extent required
                         to cause  such  Highly  Compensated  Employee's  Actual
                         Contribution  Percentage  to equal  that of the  Highly
                         Compensated  Employee with the next highest percentage.
                         This  leveling  procedure  shall be repeated  until the
                         limitations of Subsection 12.11(a) are satisfied.  Once
                         the leveling  procedure has been  completed,  the total
                         dollar amounts of Excess Aggregate  Contributions shall
                         be  determined.  This amount  shall be  distributed  in
                         accordance  with a distribution  procedure  under which
                         the dollar  amount of  Aggregate  Contributions  of the
                         Highly  Compensated  Employee  with the highest  dollar
                         amount of Aggregate  Contributions  shall be reduced to
                         the extent  required to distribute  the total amount of
                         Excess Aggregate  Contributions  or, if it results in a
                         lower  reduction,  to the extent required to cause such
                         Highly   Compensated   Employee's   dollar   amount  of
                         Aggregate  Contributions  to equal the dollar amount of
                         Aggregate   Contributions  of  the  Highly  Compensated
                         Employee  with  the  next  highest   dollar  amount  of
                         Aggregate  Contributions.  This distribution  procedure
                         shall  be   repeated   until   all   Excess   Aggregate
                         Contributions have been distributed.

                    (e)  "Excess Deferral  Contributions" means, with respect to
                         each Highly Compensated  Employee,  the amount equal to
                         total  Employee  Deferrals  on behalf  of the  Employee
                         (determined  prior to the  application  of the leveling
                         procedure  described  below)  minus the  product of the
                         Employee's Actual Deferral Percentage (determined after
                         application  of  Section  12.10 and after the  leveling
                         procedure described below) multiplied by the Employee's
                         Compensation. In accordance with the regulations issued
                         under  Section  401(k)  of the  Code,  Excess  Deferral
                         Contributions   shall  be   determined  by  a  leveling
                         procedure under which the Actual Deferral Percentage of
                         the Highly  Compensated  Employee with the highest such
                         percentage  shall be reduced to the extent  required to
                         enable  the  limitation  of  Section   12.10(a)  to  be
                         satisfied,  or, if it results in a lower reduction,  to
                         the extent  required to cause such  Highly  Compensated
                         Employee's  Actual  Deferral  Percentage  to equal  the
                         Actual  Deferral  Percentage of the Highly  Compensated
                         Employee   with  the  next  highest   Actual   Deferral
                         Percentage.  This leveling  procedure shall be repeated
                         until  the   limitations   of  Section   12.10(a)   are
                         satisfied.   Once  the  leveling   procedure  has  been
                         completed,  the total dollar amounts of Excess Deferral
                         Contributions shall be determined. This amount shall be
                         distributed in accordance with a distribution procedure
                         under which the dollar amount of Employee  Deferrals of
                         the Highly Compensated Employee with the highest dollar
                         amount of  Employee  Deferrals  shall be reduced to the
                         extent  required  to  distribute  the  total  amount of
                         Excess  Deferral  Contributions  or, if it results in a
                         lower  reduction,  to the extent required to cause such
                         Highly Compensated Employee's dollar amount of Employee
                         Deferrals  to  equal  the  dollar  amount  of  Employee
                         Deferrals of the Highly  Compensated  Employee with the
                         next highest dollar amount of Employee Deferrals.  This
                         distribution  procedure  shall be  repeated  until  all
                         Excess Deferral Contributions have been distributed.

                    (f)  "Qualified     Nonelective     Contributions"     means
                         contributions   that  are  made  pursuant  to  Sections
                         12.10(c) or 12.11(c),  meet the requirements of Section
                         401(m)(4)(C)  of the  Code and the  regulations  issued
                         thereunder,  and which are  designated  as a  Qualified
                         Nonelective Contribution for purposes of satisfying the
                         limitations of Sections 12.10(a) or 12.11(a). Qualified
                         Nonelective  Contributions shall be nonforfeitable when
                         made and are distributable  only in accordance with the
                         distribution   and  withdrawal   provisions   that  are
                         applicable  to Tax  Deferred  Contributions  under  the
                         Plan;  provided,  however,  that Qualified  Nonelective
                         Contributions  may  not  be  withdrawn  on  account  of
                         financial  hardship.   If  any  Qualified   Nonelective
                         Contributions  are made,  the  Company  shall keep such
                         records  as  necessary  to  reflect  the amount of such
                         contributions  made  for  purposes  of  satisfying  the
                         limitations  of Section  12.10(a) or Section  12.11(a).
                         Qualified  Nonelective  Contributions may be taken into
                         account  for  purposes of the  limitations  in Sections
                         12.10(a) or 12.11(a) only if the  nondiscrimination and
                         plan  aggregation   conditions  described  in  Treasury
                         Regulation      sections      1.401(m)-1(b)(5)      and
                         1.401(k)-1(b)(5)   and  any   other   guidance   issued
                         thereunder are satisfied.

                       ARTICLE XIII. TOP HEAVY PROVISIONS

           13.1 General Rule: For any Plan Year for which the Plan is a
"Top-Heavy Plan" as defined in Section 13.7 below, any other provisions of the
Plan to the contrary notwithstanding, this Plan shall be subject to the
following provisions:

           (a)      The vesting provisions of Section 13.2.

           (b)      The minimum benefit provisions of Section 13.3.

           (c)      The limitation on benefits set by Section 13.4.

           13.2     Vesting  Provisions:  Each  Participant  shall have a
nonforfeitable  right to the  Employer's  Contributions  and
earnings thereon as provided in Article X.

           13.3 Minimum Benefit Provisions: Each Participant who is a Non-Key
Employee (as defined in Section 13.9 below) shall be entitled to an Employer
Contribution of the lesser of (i) three percent of such Participant's annual
Compensation as defined in Section 12.4(b) or (ii) the highest actual percentage
Employer Contributions made or required to be made on behalf of any Key
Employee. Notwithstanding the preceding sentence, a Participant shall not be
entitled to any minimum Employer Contribution under this Section 13.3 if the
Employer maintains a defined benefit plan providing benefits on behalf of
Participants in this Plan and the defined benefit plan provides a minimum top
heavy benefit.

           13.4 Limitation on Benefits: In the event that the Employer also
maintains a defined benefit plan providing benefits on behalf of Participants in
this Plan, one of the two following provisions shall apply:

           (a)      If for the Plan Year this Plan would not be a "Top-Heavy
                    Plan" as defined in Section 13.7 below if "90 percent" were
                    substituted for "60 percent," then Section 13.3 shall apply
                    for such Plan Year as if amended so that the minimum
                    Employer Contribution is four percent of the Participant's
                    annual compensation.

           (b)      Effective for Limitation Years beginning prior to January 1,
                    2000, if for the Plan Year this Plan would continue to be a
                    "Top-Heavy Plan" as defined in Section 13.7 below if "90
                    percent" were substituted for "60 percent," then the
                    denominator of both the Defined Contribution Plan Fraction
                    and the Defined Benefit Plan Fraction shall be calculated as
                    set forth in Section 12.6 for the Limitation Year by
                    substituting "1.0" for "1.25" in each place such figure
                    appears, except with respect to any individual for whom
                    there are no Employer Contributions, forfeitures or
                    voluntary nondeductible contributions allocated or accruals
                    for such individual under the defined benefit plan.

           13.5 Coordination with Other Plans: In the event that another defined
contribution or defined benefit plan maintained by the Employer provides
contributions or benefits on behalf of Participants in this Plan, such other
plan shall be treated as a part of this Plan pursuant to applicable principles
(such as Rev. Rul. 81-202 or any successor ruling) in determining whether this
Plan satisfies the Top-Heavy requirements.

           13.6 Top-Heavy Plan Definition: This Plan shall be a "Top-Heavy Plan"
for any Plan Year if, as of the Determination Date (as defined in (a) below),
the aggregate of the Account balances for Participants (including former
Participants) who are Key Employees (as defined in Section 13.8 below) exceeds
60 percent of the aggregate of the Account balances for all Participants or if
this Plan is required to be in an Aggregation Group (as defined in (b) below)
which for such Plan Year is a Top-Heavy Group (as defined in (c) below).

     (a)  "Determination  Date"  means  for any  Plan  Year  the last day of the
          immediately preceding Plan Year.

     (b)  "Aggregation  Group" means the group of plans,  if any,  that includes
          both the group of plans that are  required  to be  aggregated  and the
          group of plans that are permitted to be aggregated.

          (1)  The  group  of plans  that are  required  to be  aggregated  (the
               "Required Aggregation Group") includes:

               (i)  Each  plan of the  Employer  in  which a Key  Employee  is a
                    participant, and

               (ii) Each  other  plan of the  Employer  which  enables a Plan in
                    which  a  Key  Employee  is  a   participant   to  meet  the
                    requirements of either Code Sections 401(a)(4) or 410.

               (2)  The group of plans that are permitted to be aggregated  (the
                    "Permissive  Aggregation  Group")  includes any plan that is
                    not  part  of  the  Required   Aggregation  Group  that  the
                    Committee  certifies  as  constituting  a  plan  within  the
                    Permissive Aggregation Group. Such plans may be added to the
                    Permissive  Aggregation  Group only if, after the  addition,
                    the  Aggregation  Group  as a whole  continues  to meet  the
                    requirements of both Code Sections 401(a)(4) and 410.

           (c)      "Top-Heavy Group" means the Aggregation Group, if as of the
                    applicable Determination Date, the sum of the actuarial
                    present value of the cumulative accrued benefits for Key
                    Employees under all defined benefit plans included in the
                    Aggregation Group plus the aggregate of the Accounts of Key
                    Employees under all defined contribution plans included in
                    the Aggregation Group exceeds 60 percent of the sum of the
                    actuarial present value of the cumulative accrued benefits
                    for Key Employees under all such defined benefit plans plus
                    the aggregate Accounts for all employees under such defined
                    contribution plans.

           (d)      Effective for Plan Years beginning after December 31, 1986,
                    solely for the purpose of determining if the Plan, or any
                    other plan included in a required aggregation group of which
                    this Plan is a part, is top-heavy (within the meaning of
                    Section 416(g) of the Code) the accrued benefit of an
                    Employee other than a key employee (within the meaning of
                    Section 416(i)(l) of the Code) shall be determined under (a)
                    the method, if any, that uniformly applies for accrual
                    purposes under all plans maintained by the Affiliated
                    Employer, or (b) if there is no such method, as if such
                    benefit accrued not more rapidly than the slowest accrual
                    rate permitted under the fractional accrual rate of Section
                    411(b)(1)(C) of the Code.

           (e)      In determining whether this plan constitutes a "Top-Heavy
                    Plan," the Committee (or its agent) shall make the following
                    adjustments in connection therewith:

                    (1)     In determining the actuarial present value of the
                            cumulative accrued benefit or the amount of the
                            Account of any Employee, such actuarial present
                            value or Account shall include the amount in dollar
                            value of the aggregate distributions made to such
                            Employee under the applicable plan during the
                            five-year period ending on the Determination Date.
                            Such amounts shall also include distributions to
                            Employees which represented the entire amount
                            credited to their Accounts under the applicable
                            plan.

                    (2)     Further, in making such determination such actuarial
                            present value or such Account shall not include any
                            rollover contribution (or similar transfer)
                            initiated by the Employee and made after December
                            31, 1983, to an applicable plan with respect to
                            whether such plan is Top-Heavy or the Aggregation
                            Group of which it is a part is a Top-Heavy Group.

                    (3)     Further, in making such determination, in any case
                            where an individual is a "Non-Key Employee," as
                            defined below, with respect to an applicable plan
                            but was a Key Employee with respect to such plan for
                            any prior Plan Year, any accrued benefit and any
                            Account of such Employee shall be altogether
                            disregarded. For this purpose, to the extent that a
                            Key Employee is deemed to be a Key Employee if he or
                            she met the definition of Key Employee within any of
                            the four preceding Plan Years, this provision shall
                            apply following the end of such period of time.

           13.7 Key Employee: The term "Key Employee" means any Participant (and
any beneficiary of a Participant) under this Plan who, at any time during the
Plan Year of the Determination Date or during any of the four preceding Plan
Years, is or was one of the following:

           (a)      An officer of the Employer having an annual compensation
                    greater than 150% of the dollar limit on contributions under
                    Internal Revenue Code Section 415(c)(1)(A) in effect for any
                    such Plan Year. For any such Plan Year, there shall be
                    treated as officers no more than the lesser of:

                    (1)  50 Employees, or

                    (2)  10 percent  of the  Employees,  or if  greater  than 10
                         percent, three Employees.

           For this purpose, the highest paid officers shall be selected.

           (b)      One of the 10 Employees owning (or considered as owning, in
                    accordance with applicable principles, such as Internal
                    Revenue Code Section 318 or a successor provision) the
                    largest interests in the Employer.

           (c)      Any person who owns (or is considered as owning, in
                    accordance with applicable principles, such as Internal
                    Revenue Code Section 318 or a successor provision) more than
                    five percent of the outstanding stock of the Employer or
                    stock possessing more than five percent of the combined
                    total voting power of all stock of the Employer.

           (d)      Any person who owns (or is considered as owning, in
                    accordance with applicable principles, such as Internal
                    Revenue Code Section 318 or a successor provision) more than
                    one percent of the outstanding stock of the Employer or
                    stock possessing more than five percent of the combined
                    total voting power of all stock of the Employer and receives
                    annual compensation from the Employer of more than $150,000.

           13.8     Non-Key  Employee:  The term "Non-Key  Employee" means any
Employee (and any beneficiary of an Employee) who is not
a Key Employee.

           13.9 Collective Bargaining Rules: The provisions of Sections 13.2,
13.3 and 13.4 above do not apply with respect to any Employee included in a unit
of employees covered by a collective bargaining agreement and who is covered by
such agreement unless the application of such Sections has been agreed upon with
the collective bargaining agent.

           13.10 Distribution to Key Employees: Notwithstanding any other
provision of this Plan, the entire interest in this Plan of each Participant who
is or at any time has been a Key Employee shall be distributed (or distribution
of such interest shall have begun) to such Participant not later than April 1 of
the taxable year of the Participant in which the Participant attains age 70 1/2.

         13.11 EGTRRA Modifications to Article 13: Notwithstanding any other
provision of this Article 13, this Section 13.11 shall apply for purposes of
determining whether the Plan is a top-heavy plan under Code Section 416(g) of
for Plan Years beginning after December 31, 2001, and whether the Plan satisfies
the minimum benefits requirements of Code Section 416(c) for such years. This
Section modifies the rules in this Article 13 for Plan Years beginning after
December 31, 2001.

                  (a)      Determination of top-heavy status.

                            (1) Key Employee. Key Employee means any Employee or
                    former Employee (including any deceased Employee) who at any
                    time during the Plan Year that includes the Determination
                    Date was an officer of the Employer having annual
                    compensation greater than $130,000 (as adjusted under Code
                    Section 416(i)(1) for Plan Years beginning after December
                    31, 2002), a 5-percent owner of the Employer, or a 1-percent
                    owner of the Employer having annual compensation of more
                    than $150,000. For this purpose, annual compensation means
                    compensation within the meaning of Code Section 415(c)(3).
                    The determination of who is a Key Employee will be made in
                    accordance with Code Section 416(i)(1) and the applicable
                    regulations and other guidance of general applicability
                    issued thereunder.

                            (2) Determination of present values and amounts.
                    This paragraph (2) shall apply for purposes of determining
                    the present values of accrued benefits and the amounts of
                    account balances of Employees as of the Determination Date.

                                     (A) Distributions during year ending on the
                           Determination Date. The present values of accrued
                           benefits and the amounts of account balances of an
                           Employee as of the Determination Date shall be
                           increased by the distributions made with respect to
                           the Employee under the Plan and any plan aggregated
                           with the Plan under Code Section 416(g)(2) during the
                           1-year period ending on the Determination Date. The
                           preceding sentence shall also apply to distributions
                           under a terminated plan which, had it not been
                           terminated, would have been aggregated with the Plan
                           under Code Section 416(g)(2)(A)(i). In the case of a
                           distribution made for a reason other than separation
                           from service, death, or disability, this provision
                           shall be applied by substituting 5-year period for
                           1-year period.

                            (B) Employees not performing services during year
                           ending on the Determination Date. The accrued
                           benefits and accounts of any individual who has not
                           performed services for the Employer during the 1-year
                           period ending on the Determination Date shall not be
                           taken into account.

                  (b) Minimum benefits/Matching contributions. Employer matching
         contributions shall be taken into account for purposes of satisfying
         the minimum contribution requirements of Code Section 416(c)(2) and the
         Plan. The preceding sentence shall apply with respect to matching
         contributions under the Plan or, if the Plan provides that the minimum
         contribution requirement shall be met in another plan, such other plan.
         Employer matching contributions that are used to satisfy the minimum
         contribution requirements shall be treated as matching contributions
         for purposes of the actual contribution percentage test and other
         requirements of Code Section 401(m).

                  (c) The top-heavy requirements of Code Section 416 and this
         Article 10 shall not apply in any year beginning after December 31,
         2001, in which the Plan consists solely of a cash or deferred
         arrangement which meets the requirements of Code Section 401(k)(12) and
         matching contributions with respect to which the requirements of Code
         Section 401(m)(11) are met.
ARTICLE XIV. VOTING OF STOCK

            14.1 Voting of Stock: Each Participant (or Beneficiary of a deceased
Participant) is, for purposes of this Section 14.1, hereby designated as a
"named fiduciary" (within the meaning of ERISA) with respect to the shares of
SCANA Corporation Common Stock credited to his Account and shall have the right
to direct the Trustee with respect to the vote of the shares of SCANA
Corporation Common Stock credited to his Account, on each matter brought before
any meeting of the stockholders of the Company. Before each such meeting of
stockholders, the Company shall cause to be furnished to each Participant (or
Beneficiary) a copy of the proxy solicitation material, together with a form
requesting confidential directions to the Trustee on how such shares of SCANA
Corporation Common Stock credited to such Participant's (or Beneficiary's)
Account shall be voted in each such matter. Upon timely receipt of such
directions, the Trustee shall on each such matter vote as directed the number of
shares (including fractional shares) of SCANA Corporation Common Stock credited
to such Participant's (or Beneficiary's) Account, and the Trustee shall have no
discretion in such matter. The instructions received by the Trustee from
Participants (or Beneficiaries) shall be held in confidence and shall not be
divulged or released to any person, including the Committee, officers or
employees of the Company or an affiliate. The Trustee shall vote shares of SCANA
Corporation Common Stock for which it has not received direction in the same
proportion as directed shares are voted, and the Trustee shall have no
discretion in such matter.

           14.2 Tender Offer Rights With Respect to Stock: The provisions of
this Section 14.2 shall apply in the event a tender or exchange offer,
including, but not limited to, a tender offer or exchange offer within the
meaning of the Securities Exchange Act of 1934, as from time to time amended and
in effect (hereinafter, a "tender offer") for SCANA Corporation Common Stock is
commenced by a person or persons. The Trustee shall have no discretion or
authority to sell, exchange or transfer any of such shares pursuant to such
tender offer except to the extent, and only to the extent, as provided in this
Plan and the trust agreement. Each Participant (or Beneficiary) is, for purposed
of this Section 14.2, hereby designated as a "named fiduciary" (within the
meaning of ERISA) with respect to the shares of SCANA Corporation Common Stock
credited to his Account and shall have the right, to the extent of the number of
whole shares of SCANA Corporation Common Stock credited to his Account, to
direct the Trustee in writing as to the manner in which to respond to a tender
offer with respect to shares of SCANA Corporation Common Stock. The Company
shall use its best efforts to timely distribute or cause to be distributed to
each Participant (or Beneficiary) such information as will be distributed to
stockholders of the Company in connection with any such tender offer. Upon
timely receipt of such instructions, the Trustee shall respond as instructed
with respect to such shares of SCANA Corporation Common Stock. The instructions
received by the Trustee from Participants (or Beneficiaries) shall be held by
the Trustee in confidence and shall not be divulged or released to any person,
including the Committee, officers or employees of the Company or an affiliate.
If the Trustee shall not receive timely instructions from a Participant (or
Beneficiary) as to the manner in which to respond to such a tender offer, the
Trustee shall not tender or exchange any shares of SCANA Corporation Common
Stock with respect to which such Participant (or Beneficiary) has the right of
direction, and the Trustee shall have no discretion in such matter.

                           ARTICLE XV. ADMINISTRATION

           15.1     Plan Administrator:  The Plan shall be administered by the
Committee, as defined in Section 2.06.

           15.2 Powers and Duties of the Committee: The Committee is the
fiduciary that shall have all such powers as may be necessary to discharge its
duties hereunder, including, but not by way of limitation, the power, in its
discretion, to (a) interpret or construe the Plan, (b) determine all questions
of eligibility, (c) determine the classification, status and rights of
Employees, Participants and beneficiaries of Participants, (d) determine the
amount, manner and time and type of any distribution hereunder, and (e) fix
minimum periods of notice where notice is required, all in a manner not
inconsistent with the terms of the Plan. Benefits under the Plan shall be paid
only if the Committee (or its delegate) determines in its discretion that the
Participant (or beneficiary) is entitled to them. All rules and decisions of the
Committee shall be consistently applied to all persons in similar circumstances
and shall be conclusive and binding upon all persons affected thereby. The
Committee shall be entitled to rely upon certificates of the Employer and the
Trustee as to information pertinent to any determination made pursuant to the
Plan.

           The Committee shall cause to be maintained such books of accounts,
records and other data as may be necessary or advisable in its judgment for the
purpose of the proper administration of the Plan.

           The Committee shall direct the Trustee concerning all payments that
shall be made from the Trust pursuant to the Plan.

           The Committee, with respect to the Claims Review Procedure specified
in Section 15.4 of the Plan, assigns to the Plan Manager the responsibility for
making all initial claims determinations. The Committee shall serve in an
appeals review capacity as to those claims denied by the Plan Manager which the
Participant timely submits in writing to the Committee for review.

           If, in the Committee's judgment, any person to whom a distribution is
due is lacking in capacity because of illness, accident or otherwise, the
Committee may authorize a distribution to any person or institution that in the
Committee's judgment is responsible for caring for the person who is entitled to
the distribution.

           The Committee may act at a meeting or in writing without a meeting.
It may adopt such rules and regulations as it deems desirable for the conduct of
its affairs. Decisions by the Committee shall be made by the vote or assent of a
majority of its members. The Committee shall have the power to assign or
allocate any of its responsibilities among its members and to designate one or
more persons (including persons who are not members of the Committee) to carry
out its responsibilities. The Committee delegates and assigns to the Plan
Manager primary responsibility for management of the regular operations of the
Plan.

           Any action by the Committee on matters within its discretion shall be
final and binding upon all interested parties.

           15.3     Claims Procedure:  Claims for benefits under the Plan shall
                    be submitted to the Plan Manager in writing.

           15.4     Claims Review Procedure:

           (a)      The Plan Manager, as the assignee of the Committee per Plan
                    Section 15.2, shall make all claims determinations for
                    benefits under the Plan. Within 90 days after any denial of
                    benefits under the Plan (unless special circumstances
                    require an extension of time not to exceed an additional 90
                    days for processing the claim, in which event written notice
                    of extension shall be furnished to the claimant prior to the
                    termination of the initial 90-day period, and shall indicate
                    both the special circumstances requiring an extension and
                    the date by which the Plan Manager expects to render the
                    final decision), the Plan Manager shall give to the
                    Participant whose claim has been denied, in whole or in
                    part, a written notice stating the following information:

                    (1)  the specific reason or reasons for denial of the claim;

                    (2)  a specific  reference  to pertinent  provisions  of the
                         Plan on which the denial is based;

                    (3)  a description of any additional material or information
                         necessary for the  Participant to perfect his claim and
                         an  explanation  of why such material or information is
                         necessary; and

                    (4)  an explanation of the claims review procedure set forth
                         below.

           (b)              (1) A Participant may request, in writing, a review
                            of his claim provided such request is submitted to
                            the Committee within 60 days after receipt of
                            written notification of the denial of his claim.
                            Failure of the participant to submit a written
                            request for a review of his claim within the
                            allowable 60-day period shall constitute an
                            irrevocable consent by the Participant to the Plan
                            Manager's decision denying the benefit claimed, and
                            the Plan Manager's written notice shall so state.

                    (2)     For the purpose of presenting his claim for review,
                            the Participant may review any pertinent documents
                            of the Plan and submit any issues and comments in
                            writing to the Committee.

           (c)      The Committee shall make a decision with regard to the claim
                    for review within 60 days after receipt of such request for
                    review. The decision on the review shall be in writing and
                    shall include the specific reason or reasons for the
                    decision and references to the pertinent Plan provisions on
                    which the decision is based and will be final.

           15.5     Plan Expenses:  Expenses of administering the Plan shall be
paid by the Plan as otherwise  provided herein,  except
to the extent such expenses are paid by the Employer.

           15.6 Actions Via Electronic or Telephonic Media: Any reference in the
Plan to a requirement for a written designation, application or consent shall be
met if the designation, application or consent is communicated via telephonic,
electronic, or other media in a manner prescribed by the Plan Manager.

         15.7     Authority and Duties:  The duties of the Investment Committee
are as follows:

         (a)      The Investment Committee is responsible for establishing
                  guidelines of investment philosophy and strategy, for
                  establishing and carrying out a funding policy and method in
                  accordance with ERISA Section 403, and for adding or
                  eliminating Investment Funds from the Plan.

         (b)      The Investment Committee will (1) review the Trustee's actions
                  and render reports to the Board of Directors and (2) direct
                  the Trustee to make transfers of assets of the Trust Fund when
                  it has been decided that a particular investment should be
                  changed. The Investment Committee may prepare an annual report
                  (and such other periodic reports as may be requested) of its
                  activities for the Board of Directors.

         (c)      Reports: The Board of Directors will receive and review
                  reports periodically from the Chairman of the Investment
                  Committee with respect to the investment and custody of the
                  Trust.

         15.8     Operation of the Investment Committee:

          (a)  Membership:  The Investment  Committee will elect a Chairman from
               among its members.

          (b)  Actions:  Action by a majority of the  members of the  Investment
               Committee  will be  requisite  and  sufficient  at all  times  to
               constitute action of the Investment  Committee.  However,  in the
               event  majority  action  is not  possible,  the  Chairman  of the
               Investment Committee will decide the action.

          (c)  Term:  Members of the  Investment  Committee  will serve for such
               periods  so long as they  remain in the  positions  specified  in
               Section  2.22,  unless  a member  shall  otherwise  terminate  in
               accordance with Section 15.8(d).

          (d)  Termination:  Whenever  any  member of the  Investment  Committee
               ceases to be an employee of the Corporation or to hold the office
               by reason of which he is  serving  as such a member,  his term of
               office as a member of the Investment Committee will terminate.

          (e)  Delegation:  The members of the Investment Committee may allocate
               among  themselves any of their  responsibilities  under the Plan.
               The Investment Committee may also delegate to a person who is not
               a member  of the  Investment  Committee  the  performance  of any
               fiduciary or nonfiduciary duty. Any such delegation or allocation
               will be in writing  and will be  retained  in the  records of the
               Investment  Committee.  The Investment Committee or the person to
               whom  the  delegation  or  allocation  was  made  will  have  the
               authority to terminate such delegation or allocation at any time,
               with or without cause.

          (f)  Limitation of  Liability:  Neither the Board of Directors nor any
               individual  member thereof will be liable for any act or omission
               of  the   Investment   Committee  or  any  person   carrying  out
               responsibilities as provided above, except to the extent that:

                  (1)      the Board of Directors or a member thereof knowingly
                           participated in or knowingly undertook to conceal an
                           act or omission of the Investment Committee, or knew
                           that an act or omission was a breach of such person's
                           fiduciary duty; or

                  (2)      it is clearly imprudent for the Board of Directors to
                           name the Investment Committee as the fiduciary to
                           whom such responsibility is assigned or to continue
                           the Investment Committee as the named fiduciary.

         15.9 Disbursements from Trust Fund: The Investment Committee shall
determine the form in which disbursements shall be made from the Trust. The
Investment Committee shall determine the due qualifications of persons
authorized to approve and sign the same.

          (a)  Benefits  payable under the provisions of this Plan shall be made
               from the Trust.

          (b)  Expenses  incurred  in  administering  the  Plan  and  Trust,  as
               provided  in  Section  15.5,   including   fees  and  charges  of
               actuaries, attorneys, accountants,  consultants, and the Trustee,
               and  all  expenses  directly  incurred  in  connection  with  the
               investment of Plan assets,  shall be paid from the Trust,  unless
               they  are  paid  by  the  Corporation  or  another  Participating
               Employer.

                              ARTICLE XVI. TRUSTEE

           All contributions under this Plan shall be paid to a Trustee who
shall invest and account for all such amounts and earnings thereon as directed
by provisions of Article VI of this Plan and the related Trust Agreement. The
Trustee shall have such rights, powers and duties as are set forth in the Trust
agreement, including the responsibility of voting the shares of SCANA
Corporation Common Stock held by the Plan in the manner directed under Article
XIV of the Plan. All assets of the Trust shall be held and invested in
accordance with the provisions of the Trust Agreement and the Plan for the sole
benefit of Participants and their beneficiaries. The Trustee shall be
responsible solely for the investment of the assets of the Trust and for the
market sale of whole share amounts for loans, cash-option in-service withdrawals
and cash-option distributions, and for fractional share cash outs associated
with cash-option or share withdrawals and distributions, all as directed by the
Plan Manager and for the safekeeping of the assets of the Trust. In giving such
directions to the Trustee, the Plan Manager is acting in its capacity as a named
fiduciary of the Plan. The Trustee shall be a directed Trustee with respect to
the investment of Plan assets and shall have no discretion regarding the
investment of the Plan's assets (except as otherwise provided in the Trust
Agreement with respect to the making of short-term cash investments and except
to the extent otherwise required by ERISA). The Trustee shall have no
responsibility for the operation or administration of the Plan. The Trustee
shall make only those disbursements and any market sales of whole and fractional
shares related thereto as directed by the Committee or by the Plan Manager
acting under direct authority or on behalf of the Committee in accordance with
Section 15.2 of this Plan and Section 2.3 and the related Trust Agreement.
ARTICLE XVII. FIDUCIARY LIABILITIES

           The Employer, Officers and Directors of the Employer, the Committee
(including the individual members thereof), the Investment Committee (including
the individual members thereof), the Trustee, the Plan Manager and any person
who is deemed to be a fiduciary under the Plan (these persons and entities are
referred to below as "they") shall not be liable for a breach of fiduciary
responsibility of another fiduciary under the Plan except to the extent (a) they
shall have participated knowingly in, or knowingly undertaken to conceal, an act
or omission of such fiduciary, knowing such act or omission was a breach of such
fiduciary's responsibilities, (b) they shall have through a breach of their
fiduciary responsibilities enabled such fiduciary to commit a breach of its
fiduciary responsibilities, or (c) they shall have knowledge of a breach of
fiduciary responsibilities by such fiduciary, unless they made reasonable
efforts to remedy the breach.

           They also shall not be liable for the acts or omissions of any person
or persons to whom any authority, power or responsibility has been allocated or
who have been designated to carry out their responsibilities, except to the
extent they shall have violated their fiduciary responsibilities with respect to
such allocation or designation or would otherwise be liable under provisions of
the immediately preceding paragraph.

           The Committee (including the individual members thereof), the
Investment Committee (including the individual members thereof) and other
fiduciaries who are employed by the Employer shall be indemnified by the
Employer or from proceeds under insurance policies purchased by the Employer
against any and all liabilities arising by reason of any act or failure to act
made in good faith pursuant to the provisions of the Plan, including expenses
reasonably incurred in the defense of any claim relating thereto.

           The Employer, the Committee, the Investment Committee, the Plan
Manager, the Trustee, and, to the extent provided in Section 7.4 and Article
XIV, the Participants are the named fiduciaries of the Plan. Each named
fiduciary shall have only those responsibilities with respect to the control and
management of the operation and administration of the Plan as are expressly
provided under the terms of the Plan and Trust, or as otherwise required by
ERISA.

                     ARTICLE XVIII. AMENDMENT OR TERMINATION

           18.1 General Provision: Except to the extent provided in Section
18.2, the Plan may be amended or terminated by action of the Board of Directors
of SCANA Corporation, but no amendment or termination shall cause any of the
assets of the Trust to be used for or be diverted to any purpose other than the
exclusive benefit of Participants or their beneficiaries and no amendment may
reduce or eliminate any Participant's accrued benefit (including the form and
timing of all optional forms of benefit) in violation of Section 411(d)(6) of
the Code and the regulations thereunder.

           18.2     Special Provision:

          (a)  Authority to Amend.  Effective  December  15, 1993,  the Employee
               Plans  Committee  will have the  authority to amend the Plan from
               time to time subject to Section 18.2(d).

          (b)  Amendment Procedure.  The Employee Plans Committee will determine
               that an  amendment  is  appropriate,  and will  direct that it be
               drafted.  A majority of the Employee Plans Committee members must
               approve the draft.  The Employee  Plans  Committee will deliver a
               copy  of  each   amendment  to  the  Company  and  each  adopting
               subsidiary within 30 days after adoption.

          (c)  Prohibited Amendments.  No amendment under this Section 18.2 will
               be permitted which would have the effect of:

               (1)  permitting  any part of the  assets  of the Trust to be used
                    for   purposes   other   than  the   exclusive   benefit  of
                    Participants;

               (2)  revesting  in any  Employer any portion of the assets of the
                    Trust; or

               (3)  eliminating or reducing any  Participant's  accrued  benefit
                    (including  the form and  timing  of all  optional  forms of
                    benefit) in violation  of Section  411(d)(6) of the Code and
                    the regulations thereunder.

           (d)      Authority to Terminate. The Employee Plans Committee shall
                    have the authority to terminate the Plan at any time but
                    only if the substantial purpose of the Plan is continued by
                    another plan maintained by the Company.

                         ARTICLE XIX. GENERAL PROVISIONS

           19.1 Source of Distributions: Distributions under this Plan shall be
made only out of the Trust. No persons shall have any rights under the Plan with
respect to the Trust, or against the Trustee or the Employer, except as
specifically provided for herein.

           19.2 Non-Alienation of Benefits: Except as otherwise provided by law,
no person shall have the right to assign, alienate, transfer, hypothecate or
otherwise subject to lien an interest in or benefit under the Plan nor shall
benefits under the Plan be subject to the claims of any creditor.

           Notwithstanding the preceding paragraph, in the event that a
qualified domestic relations order (as defined in Section 414(p) of the Code) is
received by the Committee, benefits shall be payable in accordance with such
order and Section 8.13 of the Plan. The Committee is authorized to issue
procedures to effectuate the requirements for administering qualified domestic
relations orders.

           19.3 Merger or Consolidation: In case of a merger or consolidation
with, or transfer of assets or liabilities to, any other plan, each Participant
shall have a benefit at least as large as the benefit he would have been
entitled to had the Plan been terminated immediately before the merger,
consolidation or transfer. The Employee Plans Committee shall have the authority
to direct the merger, consolidation or transfer of assets and liabilities of the
Plan with and into another qualified plan; provided, however, that the Employee
Plans Committee may only merge, consolidate or transfer all of the Plan's assets
and liabilities to another plan if the substantial purpose of the Plan is
continued by another Plan maintained by the Company.

           19.4 Transfer from Affiliate: A Participant in the Plan who was a
participant in a qualified defined contribution plan of an Affiliate that has
not adopted the Plan (the "Prior Employer"), may elect, with the consent of the
Plan Administrator, to transfer his Account from the Prior Employer's plan to
the Plan if such Participant meets the following requirements:

          (a)  the Participant's  most recent employment prior to his employment
               with an Employer was with the Prior Employer; and

          (b)  the  Participant was not deemed to have incurred a termination of
               employee and therefore was not entitled to a  distribution  under
               the  Prior   Employer's  plan  as  a  result  of  the  change  in
               employment.

Any such transfer under this Section 19.4 shall comply with the requirements of
Code Section 411(d)(6).

           19.5     No Right to Employment:  The Plan confers no right upon any
Employee to continue employment with the Employer.

           19.6     Controlling  Law:  The Plan  shall be  governed  by the laws
of the state of South  Carolina,  except to the extent preempted by the laws of
the United States.

           19.7 Military Service: Notwithstanding any provision of this Plan to
the contrary, effective as of December 12, 1994, contributions, benefits and
service credit with respect to qualified military service will be provided in
accordance with Section 414(u) of the Code.

           This restatement shall be effective from January 1, 1989, to and as
of January 1, 2002.

                                   SIGNATURES

           IN WITNESS WHEREOF the undersigned has caused this instrument to be
executed by the duly authorized officer, this 5th day of December, 2001.

                                  SCANA CORPORATION

                                  BY: s/William B. Timmerman
                                      -----------------------------------
                                      William B. Timmerman, Chairman
                                      of the Board and Chief Executive
                                      Officer

Attest:    s/Lynn M. Williams
           ------------------------------------------
           Lynn M. Williams
           Secretary
APPENDIX I

      Special Provisions for Merged Plans of Acquired or Related Companies

           (A) Effective June 10, 1986, the following special provisions shall
apply under this Plan to all Participants in the CPC Plan on June 9, 1986,
having Account balances in the CPC Plan Trust:

                    1.      All Account balances for Participants in the CPC
                            Plan on June 9, 1986 ("CPC Plan Participants") had
                            their Account balances transferred to this Plan as
                            of June 10, 1986.

                    2.      All other provisions of this Plan, as modified by
                            the provisions of this Appendix I(A), shall apply to
                            the CPC Plan Participants. The provisions of
                            Appendix I(A) shall not apply to any other
                            Participants.

                    3.      Employment with Carolina  Pipeline  Company,  Inc.,
                            shall be considered as employment with the Employer
                            for all purposes relating to service and eligibility
                            under this Plan.

                    4.      Notwithstanding the provisions of Article X of this
                            Plan, the CPC Plan Trust Accounts of the CPC Plan
                            Participants shall be fully vested and
                            nonforfeitable at all times.

                    5.      The value of the Account of each Participant
                            described above in the CPC Plan Trust shall be
                            determined as of June 10, 1986. The balance in that
                            Account shall be transferred to the Trust of this
                            Plan as of that date, shall constitute a balance in
                            the Account of that person, and shall thereafter be
                            subject to all provisions of this Plan relating to
                            Accounts under this Plan.

                    6.      Any amount forfeited under the CPC Plan during the
                            period after the most recent reallocation of
                            forfeitures and prior to June 10, 1986, shall be
                            reallocated under the terms of the CPC Plan as of
                            June 9, 1986.

           (B) Effective April 30, 1993, the following special provisions shall
apply under this Plan to all Participants in the SCANA Corporation Employee
Stock Ownership Plan ("ESOP") on April 29, 1993, having Account balances in the
ESOP:

               1.   All Account  balances for  Participants in the ESOP on April
                    29, 1993 ("ESOP  Participants")  had their Account  balances
                    transferred to this Plan as of April 30, 1993.

               2.   All  other  provisions  of this  Plan,  as  modified  by the
                    provisions  of this Appendix  I(B),  shall apply to the ESOP
                    Participants.  The  provisions  of  Appendix  I(B) shall not
                    apply to any other Participants.

               3.   Periods of  participation in the ESOP shall count as periods
                    of  participation  in this Plan for all  purposes of Article
                    VIII. Periods during which assets were invested in shares of
                    Common  Stock  under the ESOP shall be  aggregated  with all
                    such periods of  investment  under this Plan for purposes of
                    Article VIII.

               4.   The ESOP  Accounts of the ESOP  Participants  shall be fully
                    vested and nonforfeitable at all times.

               5.   Notwithstanding  anything in Article  VIII to the  contrary,
                    shares of Common  Stock  attributable  to the ESOP  shall be
                    distributable to ESOP  Participants  after such amounts have
                    been allocated to the  Participant's  Account for 84 months,
                    including  periods  during  which such assets were  invested
                    under the ESOP prior to its merger with this Plan. Following
                    such 84-month  holding  period,  a Participant  may elect to
                    make  withdrawals  from his transferred  ESOP Account in the
                    following   order:   (a)   Employee    voluntary    matching
                    contributions;  (b) Company contributions  (unmatched);  and
                    (c) Company matching contributions. Such withdrawals may not
                    be made  from any  Account  until  all  Accounts  previously
                    listed have been exhausted.  An ESOP  Participant may make a
                    withdrawal under this Appendix I(B)(6) once in any six-month
                    period.   Any  such  withdrawal  shall  be  subject  to  the
                    otherwise applicable provisions of Article VIII.

               6.   In no event shall the accrued benefit under the ESOP for any
                    ESOP  Participant  (including  the  form and  timing  of all
                    optional  forms of  benefit) be  modified  in  violation  of
                    Section   411(d)(6)   of  the  Code   and  the   regulations
                    thereunder,  except to the extent  required  to comply  with
                    applicable requirements of the Code.

           (C) Effective September 1, 2000, the following special provisions
shall apply under this Plan to all participants in the Public Service Company of
North Carolina, Inc. Special Savings and Retirement Plan and Trust (the "PSNC
Plan") on August 31, 2000, having Account balances in the PSNC Plan:

               1.   All Account  balances for  participants  in the PSNC Plan on
                    August 31,  2000  ("PSNC  Participants")  had their  Account
                    balances transferred to this Plan as of September 1, 2000.

               2.   All  other  provisions  of this  Plan,  as  modified  by the
                    provisions  of this Appendix  I(C),  shall apply to the PSNC
                    Participants.  The  provisions  of  Appendix  I(C) shall not
                    apply to any other Participants.

               3.   Periods of  participation  in the PSNC Plan  shall  count as
                    periods of  participation  in this Plan for all  purposes of
                    Article VIII.

               4.   The value of the Account of each PSNC Participant  described
                    above in the PSNC Plan shall be  determined  as of September
                    1, 2000. The balance in that Account shall be transferred to
                    the Trust of this Plan as of that date,  shall  constitute a
                    balance in the Account of that person,  and shall thereafter
                    be  subject  to all  provisions  of this  Plan  relating  to
                    Accounts under this Plan.

               5.   Any amount  forfeited  under the PSNC Plan during the period
                    after the most recent  reallocation of forfeitures and prior
                    to September 1, 2000,  shall be reallocated  under the terms
                    of the PSNC Plan as of August 31, 2000.

               6.   In  connection  with the transfer of Accounts  from the PSNC
                    Plan  to  this  Plan,  all  amounts   attributable  to  PSNC
                    Participants' pre-tax elective deferrals, after-tax employee
                    contributions,  and other employer contributions  (including
                    matching  contributions  under  the  PSNC  Plan)  have  been
                    allocated to corresponding Deferral,  Regular Contributions,
                    and  Employer  Contributions  Accounts  in this  Plan.  Such
                    amounts  shall  retain their  character as pre-tax  elective
                    deferrals,  after-tax  employee  contributions,  or employer
                    contributions as determined under the PSNC Plan and shall be
                    invested in this Plan in accordance with PSNC  Participants'
                    direction.   Notwithstanding   the  foregoing,   if  a  PSNC
                    Participant   is  credited  with  less  than  60  months  of
                    participation  in the Plan  (including  service  in the PSNC
                    Plan),  an  amount  equal  to  the  amount  attributable  to
                    matching  contributions  under the PSNC Plan  transferred on
                    behalf of such  Participant  from the PSNC Plan shall not be
                    considered an amount  available for withdrawal under Section
                    8.1(b)(7)  of the Plan until  January  1, 2002.  In no event
                    shall the  accrued  benefit of any PSNC  Participant  in the
                    PSNC Plan (including the  availability of all optional forms
                    of  benefit)  be  modified  in  violation  of  Code  Section
                    411(d)(6)  and the  regulations  thereunder,  except  to the
                    extent,  if any,  required  to  comply  with the  applicable
                    requirements of the Code.

               7.   Notwithstanding  the  otherwise  applicable   provisions  of
                    Article  8 of the  Plan,  a PSNC  Participant  who  has  not
                    separated  from  service  with the  Company or an  Affiliate
                    shall  have  the  right  to  withdraw,  in  accordance  with
                    otherwise  applicable  procedures set forth in Article 8 and
                    as established by the Plan Manager, any or all of the amount
                    to  the  credit  of  such  PSNC  Participant  in  such  PSNC
                    Participant's Prior Employee  Contributions Account or Prior
                    Employer  Contribution  Account as transferred from the PSNC
                    Plan.  All other amounts  transferred  from the PSNC Plan to
                    this Plan shall be available  for  withdrawal  in accordance
                    with the otherwise applicable terms of the Plan.

               8.   Notwithstanding the otherwise applicable language of Article
                    8 of the  Plan,  effective  for  distributions  made  before
                    January 1, 2001, the following  provisions are applicable to
                    the amounts  transferred  from the PSNC Plan (In  accordance
                    with IRS regulations issued under Code Section 411(d)(6) the
                    following  provisions  shall not apply to any  distributions
                    made on or after January 1, 2001.):

                    (a)  Qualified  Annuity  Requirement.  Except as provided in
                         Paragraph  7(c), the Qualified  Annuity  requirement of
                         this  Paragraph  7(a)  shall  apply  with  respect to a
                         Participant if such  Participant was alive on August 2,
                         1984 and had at least one (1) Hour of Service under the
                         PSNC  Plan  on  or  after  August  23,  1984.  If  such
                         requirement applies to a Participant and a Distribution
                         to such  Participant  commences on or after  January 1,
                         1985,  then (i) where there is no  Qualified  Waiver in
                         effect with  respect to the  Qualified  Annuity form of
                         Distribution,   the  method  of  Distribution  to  such
                         Participant  shall be by purchasing a Qualified Annuity
                         with the amount  distributable  to such Participant and
                         distributing    such   Qualified    Annuity   to   such
                         Participant, and (ii) where there is a Qualified Waiver
                         in effect with respect to the Qualified Annuity form of
                         Distribution,   the  method  of  Distribution  to  such
                         Participant  shall  be in the  form  of a  single  cash
                         payment.

                    (b)  Qualified Preretirement Annuity Requirement.  Except as
                         provided in Paragraph 7(c), the Qualified Preretirement
                         Annuity  requirement of this Paragraph 7(b) shall apply
                         with respect to a Participant if such  Participant  was
                         alive on August 23,  1984 and had at least one (1) Hour
                         of Service  under the PSNC Plan on or after  August 23,
                         1984.  If such  requirement  applies  with respect to a
                         Participant  and  such  Participant  dies  prior to the
                         commencement  of  Distribution  and is survived by such
                         Participant's spouse, then:

                    (i)  where there is no Qualified  Waiver with respect to the
                         Qualified   Preretirement   Survivor  Annuity  form  of
                         Distribution   in   effect   at  the   time   of   such
                         Participant's   death,   the   spouse   shall   be  the
                         Participant's    Beneficiary    and   the   method   of
                         Distribution  to  the  Beneficiary   shall  be  (A)  by
                         purchasing a Qualified  Preretirement  Survivor Annuity
                         with the amount  distributable  to such Beneficiary and
                         distributing  such  Qualified   Preretirement  Survivor
                         Annuity   to   such   Beneficiary   or  (B)   at   such
                         Beneficiary's election, in a single cash payment; and

                    (ii) where  there  is a  Qualified  Waiver  in  effect  with
                         respect to the Qualified Preretirement Survivor Annuity
                         form  of  Distribution,  the  Beneficiary  shall  be as
                         provided in or  permitted by the  Qualified  Waiver and
                         the method of Distribution to such Beneficiary shall be
                         a single cash payment.

                    (c)  Exceptions.   The  Qualified  Annuity   requirement  of
                         Paragraph 7(a) and the Qualified Preretirement Survivor
                         Annuity  requirement of Paragraph 7(b) (as the case may
                         be) shall not apply with respect to:

                    (i)  any  Participant who first becomes a Participant in the
                         PSNC Plan on or after April 1, 1985;

                    (ii) to  the  extent   permitted  by  applicable   law,  any
                         Participant who first becomes a Participant in the PSNC
                         Plan prior to April 1, 1985;

                    (iii)any  Distribution  commencing  on or after  January  1,
                         2000; and

                    (iv) any  Distribution  with respect to a Participant  whose
                         Accounts do not exceed Five Thousand  Dollars  ($5,000)
                         in the aggregate.

                                    (d) Notice Requirements. The Committee shall
                            provide each Participant with respect to whom the
                            Qualified Joint and Survivor Annuity requirement of
                            Paragraph 7(a) applies, within a reasonable period
                            of time prior to the commencement of Distribution,
                            with a written explanation of (i) the terms and
                            conditions of the Qualified Annuity, (ii) such
                            Participant's right to make, and the effect of, a
                            Qualified Waiver with respect to the Qualified
                            Annuity form of Distribution, (iii) the rights of
                            such Participant's spouse as to spousal consent with
                            respect to the Qualified Waiver and (iv) the right
                            to make, and the effect of, a revocation of a
                            Qualified Waiver. The Committee shall also provide
                            each Participant with respect to whom the Qualified
                            Preretirement Survivor Annuity requirement of
                            Paragraph 7(b) applies with a written explanation
                            with respect to the Qualified Preretirement Survivor
                            Annuity that is comparable to the explanation
                            hereinabove required with respect to the Qualified
                            Annuity. The Committee shall provide such written
                            explanation with respect to the Qualified
                            Preretirement Survivor Annuity within the period (i)
                            beginning on the first day of the Plan Year in which
                            such Participant attains age thirty-two (32) and
                            (ii) ending with the close of the Plan Year in which
                            such Participant attains age thirty-five (35). If
                            such Participant becomes a Participant in the Plan
                            after the first day of the Plan Year in which such
                            Participant attains age thirty-two (32), however,
                            the Committee shall provide the written explanation
                            with respect to the Qualified Preretirement Survivor
                            Annuity to such Participant no later than the close
                            of the second Plan Year following such Participant's
                            becoming a Participant in the Plan.

                    (e)  Definitions.  For  purposes  of this  Paragraph  7, the
                         following  terms shall have the  -----------  following
                         meanings:

                      (i) Applicable Election Period means:

                    (A)  in the case of a  Participant's  election  to waive the
                         Qualified Annuity form of Distribution, the ninety (90)
                         day  period  ending  on the  date  of  commencement  of
                         Distribution; and

                    (B)  in the case of a  Participant's  election  to waive the
                         Qualified   Preretirement   Survivor  Annuity  form  of
                         Distribution,  the period which begins on the first day
                         of the Plan Year in which such Participant  attains age
                         thirty-five   (35)   and  ends  on  the  date  of  such
                         Participant's  death;  provided,  however,  in the case
                         such  Participant  separates from Service,  such period
                         under this  subparagraph  (B), with respect to benefits
                         accrued  before  the  date  of  such   separation  from
                         Service.

                    (ii) Qualified Annuity means: -----------------

                    (A)  with respect to a married  Participant,  an annuity for
                         the life of such  Participant  with a survivor  annuity
                         for the life of such Participant's  spouse which is not
                         less than fifty  percent  (50%),  nor greater  than one
                         hundred percent (100%),  of the amount which is payable
                         during  the joint  lives of such  Participant  and such
                         spouse; and

                    (B)  with  respect to an unmarried  Participant,  an annuity
                         for the life of such Participant.

                    (iii)Qualified  Preretirement  Survivor Annuity means,  with
                         respect to the surviving  spouse of a  Participant,  an
                         annuity for the life of such surviving spouse.

                    (iv) Qualified Waiver means,  with respect to a Participant,
                         a written  election  by such  Participant  to waive the
                         Qualified Annuity form of Distribution or the Qualified
                         Preretirement Survivor Annuity form of Distribution (as
                         the case may be).  Such election must be in writing and
                         delivered  to the  Committee  at any  time  during  the
                         Applicable   Election   Period  with  respect  to  such
                         election.  If the Participant is married, such election
                         shall not be  effective  unless  (A) the spouse of such
                         Participant  consents in writing to such  election  and
                         such spouse's said consent  acknowledges  the effect of
                         such  election  and is  witnessed  by a  member  of the
                         Committee or other  representative  of the Plan or by a
                         notary  public  or  (B)  it  is   established   to  the
                         satisfaction  of the Committee or other  representative
                         of the  Plan  that  such  consent  may not be  obtained
                         because there is no spouse,  because such spouse cannot
                         be located,  or because of such circumstances as may be
                         prescribed by  applicable  Code  regulations.  Any such
                         consent by a spouse, or establishment  that the consent
                         of a spouse  may not be  obtained,  shall be  effective
                         only with respect to that spouse.  Any Qualified Waiver
                         by a Participant  may be revoked without the consent of
                         such  Participant's  spouse to such revocation,  at any
                         time during the Applicable Election Period with respect
                         to  such   Qualified   Waiver  by  written   notice  of
                         revocation  delivered  to  the  Committee  during  such
                         Applicable   Election   Period.   Following   any  such
                         revocation, such Participant may make another Qualified
                         Waiver pursuant to the provisions set forth above.
APPENDIX II

                                Investment Funds

Investment Funds may be added or eliminated from the Plan at any time at the
discretion of the Employee Plans Committee or its delegate. Effective November
1, 2000, Investment Funds may be added or eliminated from the Plan at any time
at the discretion of the Investment Committee. The following Investment Funds
are available under the Plan on and after November 1, 2000:

IRT                                Stable Value Fund: The Fund seeks to
                                   preserve value while providing
                                   consistently high levels of current
                                   income and liquidity. The Fund invests in
                                   a diversified portfolio of investment
                                   companies issued by large insurance
                                   companies, banks and other financial
                                   institutions as determined by the Fund's
                                   investment manager.
PIMCO Total Return Fund:           This Fund  seeks to achieve  total  return
                                   consistent  with  preservation  of
                                   capital. As determined by the Fund's
                                   investment  manager,  the Fund invests at
                                   least  65% of  assets  in  debt  securities,
                                   including  U.S.  government  and
                                   corporate bonds, and mortgage-related
                                   securities, and it may invest up to 20%
                                   of assets in  securities  denominated  in
                                   foreign  currencies.  The  portfolio
                                   duration generally ranges from three to six
                                   years.
American Century Income & Growth   The  American  Century  Income & Growth Fund
Fund:                              seeks  dividend  growth,  current
                                   income,  and capital  appreciation.  As
                                   determined  by the Fund's  investment
                                   manager, the Fund invests primarily in
                                   common stocks selected from a universe of
                                   the 1,500 largest companies traded in the
                                   United States. The Fund may also invest a
                                   small portion of assets in foreign
                                   securities.
IRT 500 Index Fund:                As  determined  by the Fund's  investment
                                   manager,  the Fund seeks to achieve
                                   investment  returns that closely  replicate
                                   the total returns generated by the
                                   Standard & Poor's 500 Composite  Stock Index,
                                   an unmanaged index comprised of
                                   U.S.  common stocks  weighted to companies
                                   with large market  capitalizations.
                                   The portfolio is broadly  diversified  and
                                   consists of large cap,  "blue chip"
                                   stocks.
INVESCO                            Blue Chip Growth Fund: The Fund seeks to
                                   achieve long-term capital growth with
                                   investment income as a secondary
                                   objective. As determined by the Fund's
                                   investment manager, investment policies
                                   mainly focus on large-capitalization
                                   common stocks with the potential for
                                   above-average earnings growth.
MAS Mid-Cap Value Fund:            The Fund seeks total return  consistent  with
                                   reasonable  risk. As determined
                                   by the Fund's  investment  manager,  the Fund
                                   normally invests at least 65% of
                                   assets in equities of companies that are
                                   undervalued and fall in the range of
                                   the S&P  MidCap  400  Index.  The Fund aims
                                   to  achieve a lower P/E ratio than
                                   the  S&P  400.  It  may  invest  up to 5% of
                                   assets  in  foreign  securities,
                                   excluding  ADRs. The Fund may also invest in
                                   preferred  stocks,  convertibles, corporate
                                   debt, and U.S. government obligations.
The MFS Mid-Cap Growth Fund:     The Fund  seeks  long-term  growth of
                                 capital.  As  determined  by the Fund's
                                 investment  manager,  the Fund  normally
                                 invests  at least  65% of  assets in
                                 equity securities of companies with
                                 medium market capitalizations. The Fund's
                                 investment  manager  determines market
                                 capitalization by selecting  companies
                                 that fall  within  the range of the S&P
                                 MidCap 400 index . It may invest up to
                                 20% in debt  rated  below BBB and up to
                                 35% of assets in  foreign  securities,
                                 not including ADRs. The Fund is
                                 nondiversified.
Berger                           Small Cap Value Fund: The Fund seeks to
                                 achieve capital appreciation by investing
                                 in common stocks. As determined by the
                                 Fund's investment manager, the Fund may
                                 invest in special situations (companies
                                 experiencing reorganizations, mergers or
                                 particular tax advantages) and unseasoned
                                 companies, as well as in options.
INVESCO                          Small Company Growth Fund: The Fund seeks
                                 to achieve maximum long-term capital
                                 growth by investing its assets
                                 principally in a diversified group of
                                 equity securities as determined by the
                                 Fund's investment manager. These are the
                                 securities of small or undiscovered
                                 companies that show potential for
                                 increased size, profitability, and
                                 industry/market awareness. Current income
                                 is not an objective of the Fund.
EuroPacific Growth Fund:         The Fund  normally  invests  at least 65%
                                 of assets  in equity  securities  of
                                 issuers domiciled in Europe or the
                                 Pacific Basin as determined by the Fund's
                                 investment  manager.  It may invest up to
                                 20% of assets in  securities  issued
                                 in developing  countries.  In addition to
                                 direct foreign investment,  the Fund
                                 may purchase American depository receipts.
                                 It may also invest in convertible
                                 securities  and  straight  debt  securities;
                                 no more than 5% of assets may be
                                 invested in debt securities rated below
                                 investment-grade.
SCANA                            Stock Fund: The SCANA Stock choice
                                 consists of SCANA Common Stock. The
                                 investment objective is to provide
                                 participants with the opportunity for
                                 capital appreciation and dividend income,
                                 while participating in the financial
                                 future of SCANA. Because this is only one
                                 stock, it is considered riskier than
                                 other investment options that consist of
                                 many different securities.
IRT                              Intermediate Return Fund: The Fund seeks
                                 to provide high total return through
                                 current income and capital appreciation
                                 from four asset classes: stable value,
                                 bond, value equity, and growth equity. As
                                 determined by the Fund's investment
                                 manager, the target mix of the Fund is
                                 40% stable value, 20% bond, and 30% value
                                 equity and 10% growth equity.
IRT Growth and Income Fund:      The Fund  seeks to  provide  high  total
                                 return  through  current  income and
                                 capital  appreciation  from four asset classes:
                                 stable  value,  bond,  value equity, and growth
                                 equity.  As determined by the Funds' investment
                                 manager, the target mix of the Fund is 20%
                                 stable  value,  20% bond,  30% value  equity
                                 and 30% growth equity.
IRT                              Maximum Appreciation Fund: The Fund seeks
                                 to achieve capital appreciation as a
                                 primary objective, with current income as
                                 a secondary goal, from four asset
                                 classes: stable value, bond, value equity
                                 and growth equity. As determined by the
                                 Fund's investment manager, the target mix
                                 of the Fund is 10% stable value, 10%
                                 bond, 30% value equity, and 50% growth
                                 equity.
Exhibit 5.01

                                  August , 2002

SCANA Corporation
1426 Main Street
Columbia, South Carolina  29201

Dear Sirs:

     SCANA Corporation (the "Company") proposes to file with the Securities and
Exchange Commission a Registration Statement on Form S-8 for the registration
under the Securities Act of 1933 of a proposed public offering and sale of up to
5,000,000 shares of the Company's Common Stock, without par value (the "Stock"),
which may be issued under the Company's Stock Purchase-Savings Plan (the
"Plan").

     I have participated in the preparation of the aforesaid Registration
Statement and am familiar with all other proceedings of the Company in
connection with the Plan and the proposed issuance of the Stock thereunder. I
have also made such further investigation as I have deemed pertinent and
necessary as a basis for this opinion.

     Based upon the foregoing, I advise you that, upon (a) the aforesaid
Registration Statement becoming effective; (b) issuance of the Stock in
accordance with the terms of the Plan; (c) the due execution, registration and
countersignature of the certificates for the Stock; and (d) the delivery of the
Stock to the purchasers thereof against receipt of the purchase price therefor;
in my opinion the Stock will have been duly authorized and legally and validly
issued and will be fully paid and nonassessable.

     I hereby consent to the use of this opinion in connection with the
aforesaid Registration Statement.

                                Very truly yours,

                                s/H. Thomas Arthur
                                H. Thomas Arthur
                                Senior Vice President, General Counsel
                                and Assistant Secretary
Exhibit 23.01

INDEPENDENT AUDITORS' CONSENT

     We consent to the incorporation by reference in this Registration Statement
of SCANA Corporation on Form S-8 of our report dated February 8, 2002 (March 1,
2002 as to Note 16), appearing in the Annual Report on Form 10-K of SCANA
Corporation for the year ended December 31, 2001.

s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Columbia, South Carolina
August 2, 2002
Exhibit 23.02

INDEPENDENT AUDITORS' CONSENT

     We consent to the incorporation by reference in this Registration Statement
of SCANA  Corporation on Form S-8 of our report dated March 15, 2002,  appearing
in the Annual Report on Form 10-K of SCANA  Corporation  Stock  Purchase-Savings
Plan for the year ended December 31, 2001.

s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Columbia, South Carolina
August 2, 2002
Exhibit 24.01

                                POWER OF ATTORNEY

     Each of the undersigned  directors of SCANA  Corporation  (the  "Company"),
hereby appoint W. B. Timmerman, Kevin B. Marsh and H. Thomas Arthur, and each of
them severally, his or her true and lawful attorney or attorneys, with the power
to act with or  without  the  others,  and with full power of  substitution  and
re-substitution,  to execute  in his or her name,  place and stead in his or her
capacity as director of the Company and to file with the Securities and Exchange
Commission  under  the  Securities  Act of  1933,  as  amended,  a  registration
statement  on Form S-8 and any and all  amendments  thereto  with respect to the
issuance and sale of an  additional  5,000,000  shares of the  Company's  common
stock pursuant to the Company's Employee Stock Purchase-Savings Plan.

Dated:   August 1, 2002
         Columbia, South Carolina

s/B. L. Amick                              s/W. H. Hipp
-----------------------                    ------------------------
B. L. Amick                                W. H. Hipp
Director                                   Director

s/J. A. Bennett                            s/L. M. Miller
-----------------------                    ------------------------
J. A. Bennett                              L. M. Miller
Director                                   Director

s/W. B. Bookhart, Jr.                      s/M. K. Sloan
-----------------------                    ------------------------
W. B. Bookhart, Jr.                        M. K. Sloan
Director                                   Director

s/W. C. Burkhardt
-----------------------                    -------------------------
W. C. Burkhardt                            H. C. Stowe
Director                                   Director

s/E. T. Freeman                            s/W. B. Timmerman
-----------------------                    --------------------------
E. T. Freeman                              W. B. Timmerman
Director                                   Director

s/D. M. Hagood                             s/G. S. York
------------------------                   ---------------------------
D. M. Hagood                               G. S. York
Director                                   Director