





                                                               Exhibit 10.06








                                                  SCANA CORPORATION

                                               PERFORMANCE SHARE PLAN

                                              (As Amended and Restated
                                             Effective January 1, 1998)


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                                SCANA CORPORATION

                             PERFORMANCE SHARE PLAN


                                TABLE OF CONTENTS

                                                                 Page


SECTION 1.  PURPOSE AND EFFECTIVE DATE............................1
         1.1      Purpose of the Plan.............................1
         1.2      Effective Date of the Plan......................1

SECTION 2.  DEFINITIONS...........................................3
         2.1      Definitions.....................................3
         2.2      Gender and Number...............................4

SECTION 3.  ELIGIBILITY AND PARTICIPATION.........................5
         3.1      Eligibility.....................................5
         3.2      Participation...................................5

SECTION 4.  HOW THE PLAN WORKS....................................6
         4.1      Overview........................................6
         4.2      Performance Periods and Cycles..................6
         4.3      Target Awards and Target Shares.................6
         4.4      Performance Criteria and Measurement............6
         4.5      New Performance Award Periods...................7

SECTION 5.  AWARD DETERMINATION...................................8
         5.1      Preliminary Determination.......................8
         5.2      Final Determination.............................8
         5.3      Dividends.......................................9

SECTION 6.  FORM AND TIMING OF PAYMENT...........................10
         6.1      Form and Timing of Payment.....................10
         6.2      Committee Certification........................10
         6.3      Performance Award Tax Consequences.............10
         6.4      Number of Corporation's Shares that may
                   be Distributed................................10
         6.5      Recapitalization...............................10

SECTION 7.  TERMINATION OF EMPLOYMENT............................12
         7.1      General Rule...................................12
         7.2      Termination of Employment for Reasons Other
                    Than Death, Disability or Retirement.........12

SECTION 8.  BENEFICIARY DESIGNATION..............................13
         8.1      Designation of Beneficiary.....................13
         8.2      Death of Beneficiary...........................13
         8.3      Ineffective Designation........................14


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SECTION 9.  CHANGE IN CONTROL DISTRIBUTIONS......................15
         9.1      Accelerated Distributions Upon Change
                   in Control....................................15
         9.2      Tax Computation................................15
         9.3      No Subsequent Recalculation of Tax Liability...15

SECTION 10.  GENERAL PROVISIONS..................................16
         10.1     Employment/Participation Rights................16
         10.2     Nonalienation of Benefits......................16
         10.3     Transferability Restriction as to Target
                    Shares.......................................16
         10.4     Regarding the Securities Act of 1933...........16
         10.5     Regarding Section 16 of the Securities Exchange
                    Act of 1934..................................17
         10.6     Severability...................................17
         10.7     No Individual Liability........................17
         10.8     Applicable Law.................................17

SECTION 11.  PLAN ADMINISTRATION, AMENDMENT AND TERMINATION......18
         11.1     In General.....................................18
         11.2     Claims Procedure...............................18
         11.3     Finality of Determination......................18
         11.4     Expenses.......................................18
         11.5     Tax Withholding................................19
         11.6     Incompetency...................................19
         11.7     Action by Corporation..........................19
         11.8     Notice of Address..............................19
         11.9     Amendment and Termination......................19





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                                SCANA CORPORATION

                             PERFORMANCE SHARE PLAN

               (As Amended and Restated Effective January 1, 1998)


                      SECTION 1. PURPOSE AND EFFECTIVE DATE


1.1      Purpose  of the Plan.  The SCANA  Corporation  Performance  Share  Plan
         ("Plan") is a long-term executive compensation incentive plan having as
         its  purpose the  rewarding  of  superior  performance  with a variable
         component  of  pay.  The  Plan  provides  as an  element  of  executive
         compensation  an award amount tied  directly to  corporate  performance
         over  three  years.  The Plan is  intended  to balance  the  short-term
         emphasis  of  the  annual  cash  incentive  portion  of  the  Executive
         Incentive  Plan  with  a  longer-term   perspective  and  to  reinforce
         strategic goals by linking them to compensation.

         The Plan is an incentive  program  within the context of  Department of
         Labor  Regulation  ss.2510.3-2(c),  and as  such  is  not an  "employee
         pension  benefit  plan" or "pension  plan" for purposes of the Employee
         Retirement  Income  Security  Act of 1974,  as amended,  as the payouts
         hereunder are not systematically deferred to the termination of covered
         employment  or  beyond or to  provide  retirement  income to  executive
         employees.

         Under Section  162(m) of the Internal  Revenue Code of 1986, as amended
         and the treasury  regulations  promulgated  thereunder,  the $1 million
         deduction  limitation on  compensation  paid to covered  employees by a
         publicly held corporation does not apply to qualified performance-based
         compensation.  Under the Plan, the Committee (as  hereinafter  defined)
         may award qualified performance-based  compensation (within the meaning
         of Treas. Reg. ss.  1.162-27(e)) or the Committee may grant awards that
         do not qualify as qualified performance-based compensation.

1.2      Effective  Date of the Plan.  The effective date of the Plan is January
         1,  1990,  as adopted by the Board of  Directors  of SCANA  Corporation
         ("Board") on April 25,  1990.  The Plan was amended and restated by the
         Board on February 18, 1992, effective as of January 1, 1992; the Target
         Awards for the 1992 Cycle were made  subject to the  approval  by SCANA
         Corporation  shareholders  of the Plan which was  received on April 22,
         1992.  The Plan was amended on February  16, 1993 and December 18, 1996
         and  subject  to  receiving  shareholder  approval  at the 1998  annual
         meeting was amended and  restated in its entirety on February 17, 1998,
         to be effective for Target Awards granted after January 1, 1998. Target
         Awards  granted prior to January 1, 1998 shall be governed by the terms
         of the Plan in effect prior to this amendment and  restatement;  except
         that  any  issuances  of  the  common  stock  of  the  Corporation  (as
         hereinafter defined) shall be subject to Section 10.5.

                             SECTION 2. DEFINITIONS

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

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

         (b) "Beneficiary"  means any person or entity who, upon a Participant's
         death, is entitled to receive the Participant's benefits under the Plan
         in accordance with Section 8 hereof.

         (c)      "Board" means the Board of Directors of the Corporation.

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

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

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

                  (3) The  Securities  and Exchange  Commission  (SEC) issues an
                  order under Section  9(a)(2) of the Public Utility Holding Act
                  of 1935 (the "1935 Act"), authorizing a third party to acquire
                  5% or more  of the  Corporation's  voting  shares  of  capital
                  stock;

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

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

          (e)  "Code" means the Internal Revenue Code of 1986, as amended.

          (f)  "Committee" means the committee  established  pursuant to Section
               11.1 to administer the Plan.

          (g)  "Corporation"   means  SCANA   Corporation,   a  South   Carolina
               corporation, or any successor thereto.

         (h)      "Covered  Participant"  means a Participant  who is a "covered
                  employee" within the meaning of Section  1.162-27(c)(2) of the
                  Treasury  Regulations  promulgated with respect to Section 162
                  of the Code.

          (i)  "Exchange  Act" means the  Securities  Exchange  Act of 1934,  as
               amended.

          (j)  "Participant"  means an  individual  satisfying  the  eligibility
               requirements of Section 3.

         (k)      "Plan" means this Amended and Restated Performance Share Plan.

         (l)      Year" means the calendar year.

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

                    SECTION 3. ELIGIBILITY AND PARTICIPATION

3.1      Eligibility.  Eligibility  in the  Plan  is  restricted  to  (a)  those
         executives of the  Corporation  and of  subsidiaries of the Corporation
         who the Chief Executive  Officer of the Corporation  ("CEO")  nominates
         for  participation,  and (b)  the  CEO.  The  underlying  criteria  for
         nomination  is an executive  within salary grades E-1 through E-12 (or,
         in the case of a nonofficer  executive,  a salary that is equivalent to
         the above enumerated  grades),  and  determination in the discretion of
         the CEO that the selected  executive  serves in a role that is directly
         or indirectly (as per employment with a Corporation  subsidiary) key to
         the Corporation's success.

3.2      Participation.  Participation  in the Plan is  restricted  to (a) those
         executives  of  the  Corporation   and  of  the   subsidiaries  of  the
         Corporation  who are eligible to  participate  in the Plan  pursuant to
         Section 3.1 of the Plan, and (b) who are determined,  in the discretion
         of the Committee, to serve in a role that is directly or indirectly (as
         per employment with a Corporation  subsidiary) key to the Corporation's
         success.  Participation  will  be  reevaluated  and  determined  at the
         beginning of each Performance Period. No executive shall have the right
         to  be  nominated  by  the  CEO  or  selected  by  the   Committee  for
         participation in the Plan. To the extent that the Committee intends for
         an award to qualify as qualified  performance-based  compensation,  the
         Committee  will  need  to make  the  participation  determination  with
         respect  to a  Covered  Participant  not later  than 90 days  after the
         commencement of the Performance Period (as defined in Section 4.2).

                                           SECTION 4.  HOW THE PLAN WORKS

4.1      Overview.  The  objective  of the Plan is to measure the  Corporation's
         Total  Shareholder  Return  (as  defined  in  Section  4.4)  over  each
         Performance  Period  relative to a peer group of utilities,  and, based
         upon the performance achieved, make a payout ranging from 0% to 150% of
         a target award ("Target Award")  expressed as a number of shares of the
         Corporation's   common  stock  ("Target   Shares")   assigned  to  each
         Participant  in accordance  with the  Participant's  control point (E-1
         through E-12 classification or, in the case of a nonofficer  executive,
         the control  point  determined  by the  Committee),  the higher the pay
         grade the greater the number of Target Shares.

4.2      Performance Periods and Cycles. Each performance period (a "Performance
         Period") shall be a period of three  consecutive  calendar  years,  and
         shall be  designated  as a cycle (a "Cycle").  Each calendar year shall
         begin a new cycle, as demonstrated by the following:

                   1998      1999       2000      2001       2002      2003

  1998 Cycle:        A         A          A
  1999 Cycle:                  B          B         B
  2000 Cycle:                             C         C          C
  2001 Cycle:                                       D          D         D

4.3      Target  Awards and Target  Shares.  Target  Awards in dollars  for each
         Cycle are designated for each Participant as a function of a designated
         percentage of the  Participant's  control point for his pay grade.  The
         Target  Award in dollars for each  Participant  is then  converted to a
         Target  Share  designation  by dividing  the Target Award amount by the
         closing price per share of the  Corporation's  common stock on December
         31 (or last trading  date) of the calendar year  immediately  preceding
         the first calendar year of the Cycle.  To the extent that the Committee
         intends  for  an  award  to  qualify  as  qualified   performance-based
         compensation,  the  Committee  must  determine  the Target  Awards with
         respect  to a  Covered  Participant  not later  than 90 days  after the
         commencement of the Performance Period (as defined in Section 4.2).

4.4      Performance   Criteria  and  Measurement.   The   Corporation's   Total
         Shareholder  Return is measured over the three  calendar  years of each
         Cycle in comparison to a peer group of electric and gas utilities  each
         having  annual  revenue in excess of $100  million.  The  Committee may
         change  for each  Cycle  the  number  of  and/or  individual  composite
         companies of the peer group. Subsequently within a Cycle and subject to
         the limitations  contained in Section 5.2, in response to circumstances
         affecting  certain  individual  companies  of  the  peer  group  (e.g.,
         merger),  the  Committee  may find it  necessary to add to or otherwise
         modify the listing of companies  comprising the peer group. The purpose
         of any such change is to  establish  and  maintain a peer group that is
         objectively comparable to the Corporation to promote consistency within
         and  between  Cycles as an  underlying  premise  for the  integrity  of
         performance  evaluation.  It is within this  context,  as an additional
         corrective  measure,  that per Section 5.2 the Committee may adjust the
         payout amounts otherwise indicated per Section 5.1.

         Total shareholder return ("Total Shareholder Return") for each Cycle is
         calculated  after the end of the third calendar year of the Cycle using
         the following formula:

                  (A)      Closing Stock Price at December 31st (or last trading
                           date) of the third  calendar  year of Cycle  ("Ending
                           Stock Price") less:

                  (B)      Closing Stock Price at December 31st (or last trading
                           date) of the calendar year immediately  preceding the
                           first  calendar year of the Cycle  ("Beginning  Stock
                           Price") plus:

                  (C) The sum of all cash  dividends  paid per share  during the
Cycle equals:

                  (D)      Net Number

                  Divide (D) by (B) to yield Total Shareholder Return

         The result  for the  Corporation  is then  compared  to the  individual
         results of the  companies  comprising  the peer group to determine  the
         award in accordance with Section 5.

         Calculations  will be  adjusted by the  Committee  as  appropriate  for
         transactions  described  in  Section   1.162-27(e)(2)(iii)(C)   of  the
         Treasury Regulations (e.g. stock split, dividend, merger, etc.)

         The computation of Total  Shareholder  Return also will be made for the
         Corporation and each of the companies of the peer group after the close
         of each of the first and second calendar years within each Cycle,  with
         the  data  for  items  (A) and (C) of the  above  formula.  The  annual
         computation  will render an on-going  indication  of the  Corporation's
         comparative  economic  performance  to the peer  group for the  subject
         Cycle.

4.5      New Performance Award Periods. Subject to Section 11.9, new performance
         award  periods may be initiated  under the Plan for five years from the
         effective date of this amendment and restatement.

                         SECTION 5. AWARD DETERMINATION

5.1      Preliminary   Determination.   The  performance  achieved  during  each
         three-year Cycle will  preliminarily  indicate a payout as a percent of
         Target Shares awarded as follows:

                           As Compared              Payout As A %
      Performance            To Peer                 of Target
       Achieved          Group Companies              Awarded

    Outstanding         at or above 75             150% only (the
                        percentile                   maximum)

    Target              at or above 50             100% to 148%
                        percentile but less
                        than 75 percentile

    Threshold           at or above 33             40% to 95%
                        percentile but less
                        than 50 percentile

    Below Threshold     below 33                   0%
                        percentile

         The Threshold and Target performance  categories,  unlike the other two
         performance  categories,  renders  payout on a sliding scale  depending
         upon where the Corporation's  performance ranking lies in comparison to
         the performance ranking of the individual companies comprising the peer
         group.  Addendum A, Total Shareholder Return Award  Calculations,  sets
         forth  the  detailed  table  of  payouts  for the  respective  range of
         performance ranking  percentages.  Performance  Achieved is categorized
         per Addendum A in whole  percentages  only,  requiring  the rounding of
         computational  results to the  nearest  whole  number,  with .5 results
         rounded up if the  resulting  whole  number  would be an even number or
         rounded down if the resulting whole number would be an odd number.

         Notwithstanding the foregoing, the Committee may redefine for any Cycle
the  above  category  levels of  performance  as well as the  respective  payout
percentages of Target Shares awarded.  To the extent that the Committee  intends
for an  award  to  qualify  as  qualified  performance-based  compensation,  the
Committee will need to redefine the  performance  levels and payout  percentages
for a Covered  Participant not later than 90 days after the  commencement of the
applicable Performance Period.

5.2      Final  Determination.  The  Committee  will  review  the award  amounts
         determined  based on the  performance  achieved and, at its discretion,
         adjust the final payout amounts for all Participants in accordance with
         the purposes expressed in Section 4.4.

         In making adjustments,  the Committee may consider factors such as, but
not limited to, the following:

          (a)  Significant    acquisitions   (or   divestitures)    within   the
               Corporation's affiliated group;

          (b)  Significant   acquisitions  or  divestitures   among  peer  group
               companies; and

          (c)  Other unusual items of material consequence.

If the Committee's exercise of discretion pursuant to Section 4.4 or 5.2 results
in an increase in the amount of  compensation  to be payable under the Plan, the
Committee's  modifications  made  pursuant  to Section  4.4 or 5.2 may cause the
performance  awards for  Covered  Participants  to fail to qualify as  qualified
performance-based compensation.  Except for distributions pursuant to Section 9,
the maximum annual award  distributed to any employee under this Plan (including
amounts  awarded  pursuant to Section  5.3) shall not exceed an amount  having a
value equal to the value of 25,000 shares of common stock of the  Corporation as
of the date of distribution.

5.3      Dividends.  After  the end of a  Cycle,  dividends  will be paid on the
         award shares  earned,  40% to 150% of Target Shares earned (the "Earned
         Shares"),  as if the  Earned  Shares  had been  outstanding  during the
         entire Cycle as provided in Section  6.1. The amount of such  dividends
         payable will be computed by multiplying  the number of Earned Shares by
         the sum of all cash  dividends paid per share during the Cycle as noted
         in Section 4.4(C) above.

                      SECTION 6. FORM AND TIMING OF PAYMENT

6.1      Form and Timing of Payment.  Except as provided in Section 9, the award
         values (Earned Shares plus related  dividends) may be paid in shares of
         the  Corporation's  common  stock  or in  cash,  or in any  combination
         thereof.  Unless otherwise deferred in accordance with the terms of the
         Corporation's  Voluntary Deferral Plan, awards will be paid out as soon
         as possible  after the end of each Cycle  except as provided in Section
         9. If award  dividends  are paid in stock,  the  number of shares to be
         issued will be determined by dividing the amount of the award dividends
         earned by the closing  stock price at  December  31st (or last  trading
         date) of the third  calendar  year of the Cycle.  If Earned  Shares are
         paid in cash,  the amount to be paid shall be determined by multiplying
         the number of Earned Shares by the closing stock price at December 31st
         (or last trading date) of the third calendar year of the Cycle.

6.2      Committee Certification. Prior to the payment of any performance awards
         to a Covered  Participant,  the Committee  shall certify in writing the
         computation of the Covered Participant's  performance awards (including
         the extent that performance goals were in fact satisfied). For purposes
         of satisfying the requirements of this section, approved minutes of the
         Committee  meeting in which the computation is made or reviewed will be
         deemed to constitute written certification.

6.3      Performance Award Tax Consequences.  The Committee shall administer and
         construe  the Plan in a manner so that no tax  liability is incurred by
         the participating  executive until the performance  awards are actually
         paid.

6.4      Number  of  Corporation's  Shares  that may be  Distributed.  The total
         number  of  shares  of  the  Corporation's  common  stock  that  may be
         distributed  under  this Plan  originally  set at 500,000  shares,  and
         having an undistributed  balance of 460,772 shares immediately prior to
         the 2-for-1  split of the  Corporation's  common stock  approved by the
         Board  effective  at the  close  of  business  on  May  11,  1995,  per
         Resolution  dated April 27,  1995,  was on May 11, 1995  adjusted to an
         undistributed   balance  of  921,544  shares  in  accordance  with  the
         recapitalization provision of the Plan (see Section 6.5), and as of the
         effective  date  of  this  Amended  and  Restated  Plan  document,  the
         undistributed  balance is 849,712 shares. The shares to be issued under
         this Plan may be either  original  issue shares or shares  purchased by
         the Plan in the open market.

         With respect to any  applicable  Cycle under this Plan,  if the maximum
         number of shares  of the  Corporation's  common  stock  which  could be
         distributed  as to both Earned Shares and the related  dividend  awards
         thereon  are not in fact paid out after the end of the Cycle,  then the
         number  of  shares  of such  common  stock  not  distributed  shall  be
         available  for  payouts  under  this Plan with  respect  to  subsequent
         Cycles.

6.5      Recapitalization. In the event of any increase or decrease in the total
         number of shares of the  Corporation's  common stock  resulting  from a
         subdivision or consolidation  of shares or other capital  adjustment or
         the payment of a stock  dividend or other  increase or decrease in such
         shares effected  without receipt of  consideration  by the Corporation,
         the  maximum  number  of  shares  of such  common  stock  which  may be
         distributed  under the Plan,  the number of Target Shares awarded under
         the Plan and the  number of shares of the  Corporation's  common  stock
         covered  by each  outstanding  Target  Share  award  shall be  adjusted
         accordingly.  Any  such  shares  shall  be  subject  to the  same  Plan
         provisions as the shares originally covered under the award.

                      SECTION 7. TERMINATION OF EMPLOYMENT

7.1      General Rule. If death,  disability or early or normal  retirement,  as
         defined in the SCANA  Corporation  Retirement Plan, occurs prior to the
         end of one or more Cycles in which an executive was a Participant,  the
         Participant's  performance  award for each such  Cycle  will be paid as
         soon as  possible  after the end of each cycle  except as  provided  in
         Section 9. Any award under this Section will be  calculated  as follows
         for each Cycle in which the executive was a Participant:

                  (Target Shares) x (Payout % determined under Section 5.1 based
                  upon  performance  results  determined under Section 4) x (the
                  fraction,  the  numerator  of which is the number of months of
                  continuous  employment  completed  of the Cycle,  counting the
                  month of  death,  disability  or  retirement  as though a full
                  month of employment, and the denominator of which is 36).

         Added to this amount will be an award for dividends attributable to the
         Earned  Shares in  accordance  with  Section  5.3  above,  but for each
         incomplete   Cycle   applicable  only  for  the  months  of  continuous
         employment  completed,  counting  the  month of  death,  disability  or
         retirement as though a full month employment.

7.2      Termination of Employment  for Reasons Other Than Death,  Disability or
         Retirement.  If a  Participant's  employment is terminated  for reasons
         other than death,  disability or normal or early retirement  before the
         end of one or more Cycles in which the executive is a Participant,  the
         individual's  performance  awards  will be canceled  and his  tentative
         rights  thereto  forfeited  unless the Committee in the exercise of its
         discretion  determines that a performance  payout should be made to the
         Participant under the circumstances of the termination.  In this latter
         event, the payout shall be in whatever amount the Board determines, not
         to exceed,  however, the amount that would be calculated if Section 7.1
         was  applicable  as  to  each  Cycle  in  which  the  executive  was  a
         Participant.  Subject  to Section  9, any such  payout  will be made in
         accordance with the provisions of Section 7.1.

                       SECTION 8. BENEFICIARY DESIGNATION

8.1      Designation of Beneficiary.

     (a) A Participant shall designate a Beneficiary or Beneficiaries  who, upon
the  Participant's  death,  are to receive the amounts that otherwise would have
been paid to the Participant.  All designations must be in writing and signed by
the Participant.  A designation shall be effective only if and when delivered to
the Corporation during the lifetime of the Participant. The Participant also may
change  the  Beneficiary  or  Beneficiaries  by  a  signed,  written  instrument
delivered to the Corporation. The payment of amounts shall be in accordance with
the last unrevoked  written  designation of Beneficiary that has been signed and
delivered to the Corporation. All Beneficiary designations shall be addressed to
the Secretary of SCANA Corporation and delivered to the office of the Secretary,
and shall be processed as indicated in subsection  (b) below by the Secretary or
by her authorized designee.

         (b) The Secretary of SCANA  Corporation  (or her  authorized  designee)
shall, upon receipt of the Beneficiary designation:

                    (1)  ascertain that the designation has been signed,  and if
                         it has not  been,  return it to the  Participant  to be
                         signed; and

                  (2)       if  signed,   stamp  the   designation   "Received",
                            indicate  the  date  of  receipt,  and  initial  the
                            designation in the proximity of the stamp.

8.2      Death of Beneficiary.

         (a)      In the event that all of the  Beneficiaries  named pursuant to
                  Section 8.1  predecease  the  Participant,  the  amounts  that
                  otherwise  would have been paid to said  Beneficiaries  shall,
                  where  the   designation   fails  to  redirect  to   alternate
                  Beneficiaries   in   such   circumstance,   be   paid  to  the
                  Participant's estate as the alternate Beneficiary.

         (b)      In the event that two or more Beneficiaries are named, and one
                  or more but less than all of such Beneficiaries predecease the
                  Participant,  each  surviving  Beneficiary  shall  receive any
                  dollar amount or  proportion of funds  designated or indicated
                  per the  designation  made  pursuant to Section  8.1,  and the
                  dollar  amount  or  designated  or  indicated  share  of  each
                  predeceased   Beneficiary   which  the  designation  fails  to
                  redirect  to an  alternate  Beneficiary  in such  circumstance
                  shall  be paid to the  Participant's  estate  as an  alternate
                  Beneficiary.

8.3      Ineffective Designation.

         (a)      In the event a Participant  does not designate a  Beneficiary,
                  or if for any reason a  designation  is entirely  ineffective,
                  the  amounts  that  otherwise  would  have  been  paid  to the
                  Beneficiary shall be paid to the  Participant's  estate as the
                  alternate Beneficiary.

         (b)      In the  circumstance  that  designations are effective in part
                  and  ineffective  in part, to the extent that a designation is
                  effective,  distribution  shall be made so as to carry  out as
                  closely as discernable the intent of the Participant, with the
                  result  that  only  to  the  extent  that  a  designation   is
                  ineffective  shall   distribution   instead  be  made  to  the
                  Participant's estate as an alternate Beneficiary.

                   SECTION 9. CHANGE IN CONTROL DISTRIBUTIONS

9.1      Accelerated  Distributions  Upon  Change  in  Control.  Notwithstanding
         anything in this Plan to the contrary,  upon the occurrence of a Change
         in  Control,  as to which  the Key  Employee  Severance  Benefits  Plan
         ("KESBP")  was not  terminated  prior to such  Change in  Control,  all
         amounts (or  remaining  amounts) owed under this Plan as of the date of
         such  Change  in  Control  (referred  to  as  each  participant's  "PSP
         Benefit")  shall become  immediately  due and payable.  The PSP Benefit
         shall be an amount  equal to 100% of the  targeted  award as granted at
         the  beginning of all Cycles which are not yet completed as of the date
         of the Change in Control.  Each  Participant's  PSP Benefit  determined
         under  this  Section  9.1  shall be paid to each  Participant  (and his
         Beneficiary)  in the form of a  single  lump  sum  payment  of all such
         amounts owed,  together with an amount (the  "Gross-Up  Payment")  such
         that the net amount retained by each Participant after deduction of any
         excise tax imposed by Section 4999 of the Code (or any similar tax that
         may  hereafter be imposed) on such  benefits (the "Excise Tax") and any
         Federal,  state  and  local  income  tax upon the PSP  Benefit  and the
         Gross-Up  Payment  provided for by this Section 9 shall be equal to the
         value of the Participant's PSP Benefit.

9.2      Tax Computation. For purposes of determining the amount of the Gross-Up
         Payment referred to in Section 9.1, whether any of a Participant's  PSP
         Benefit  will be  subject  to the  Excise  Tax and the  amounts of such
         Excise Tax: (i) there shall be taken into account all other payments or
         benefits received or to be received by a Participant in connection with
         a Change in Control of the Corporation  (whether  pursuant to the terms
         of the  Plan or any  other  plan,  arrangement  or  agreement  with the
         Corporation,  any person whose actions result in a Change in Control of
         the  Corporation or any person  affiliated with the Corporation or such
         person);  and (ii) the  amount of any  Gross-Up  Payment  payable  with
         respect  to any  Participant  (or his  Beneficiary)  by  reason of such
         payment shall be determined  in accordance  with a customary  "gross-up
         formula," as determined by the Committee in its sole discretion.

9.3      No Subsequent  Recalculation  of Tax Liability.  The Gross-Up  Payments
         described in the  foregoing  provisions  of this Section 9 are intended
         and  hereby  deemed to be a  reasonably  accurate  calculation  of each
         Participant's  actual  income tax and Excise  Tax  liability  under the
         circumstances (or such tax liability of his  Beneficiary),  the payment
         of  which  is to be  made  by  the  Corporation  or any  "rabbi  trust"
         established by the Corporation for such purposes. All such calculations
         of tax liability  shall not be subject to subsequent  recalculation  or
         adjustment  in either  an  underpayment  or  overpayment  context  with
         respect  to the  actual  tax  liability  of  the  Participant  (or  his
         Beneficiary) ultimately determined as owed.

                         SECTION 10. GENERAL PROVISIONS

10.1     Employment/Participation Rights.

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

         (b)      Nothing in the Plan shall be  construed  to be evidence of any
                  agreement  or  understanding,  express  or  implied,  that the
                  Corporation  will  continue  to  employ a  Participant  in any
                  particular position or at any particular rate of remuneration.

         (c)      No   employee   shall  have  a  right  to  be  selected  as  a
                  Participant, or, having been so selected, to be selected again
                  as a Participant.

         (d)      Nothing in this Plan shall  affect the right of a recipient to
                  participate  in and receive  benefits  under and in accordance
                  with any pension,  profit-sharing,  deferred  compensation  or
                  other benefit plan or program of the Corporation.

10.2     Nonalienation of Benefits.

         (a)      No right or  benefit  under  this  Plan  shall be  subject  to
                  anticipation,    alienation,    sale,   assignment,    pledge,
                  encumbrance   or  charge,   and  any  attempt  to  anticipate,
                  alienate,  sell, assign,  pledge,  encumber or charge the same
                  shall be void; nor shall any such  disposition be compelled by
                  operation  of  law,   except  as  may  be  applicable  in  the
                  circumstance  of death of a Participant  under South  Carolina
                  law or as a result of a qualified domestic relations order.

         (b)      No right or  benefit  hereunder  shall in any manner be liable
                  for or subject to the debts,  contracts,  liabilities or torts
                  of the person entitled to benefits under the Plan.

         (c)      If any  Participant  or  Beneficiary  hereunder  should become
                  bankrupt or attempt to  anticipate,  alienate,  sell,  assign,
                  pledge,  encumber  or charge any right or  benefit  hereunder,
                  then such right or benefit  shall,  in the  discretion  of the
                  Board cease, and the Board shall direct in such event that the
                  Corporation hold or apply the same or any part thereof for the
                  benefit of the  Participant  or Beneficiary in such manner and
                  in such proportion as the Board may deem proper.

     10.3 Transferability Restriction as to Target Shares. Target Shares are not
          transferable    by   a    Participant    other   than   by   will   or
          -----------------------------------------------  the  laws of  descent
          and distribution.

10.4     Regarding the  Securities  Act of 1933.  The  Corporation  shall not be
         deemed by reason of the granting of any Target Shares hereunder to have
         any obligation to register any shares of the Corporation's common stock
         with respect to this Plan under the Securities Act of 1933, as amended,
         or to maintain in effect any  registration  of such shares,  or to list
         such shares on any exchange. As a condition to the issuance or transfer
         of shares of the Corporation's  common stock to a Participant or to his
         Beneficiary  or legal  representative,  the  Committee may require such
         Participant,  Beneficiary or legal representative to represent that the
         shares of stock are taken for investment and not for resale and to make
         such other  representations  as the Committee  shall deem  necessary to
         qualify  the  issuance  of the shares as exempt  from the  registration
         requirements  of the  Securities  Act of 1933 and any other  applicable
         securities  laws. The Corporation  reserves the right to place a legend
         on any stock  certificate  issued  pursuant  to the Plan to further the
         purposes expressed herein.

10.5     Regarding  Section  16 of the  Securities  Exchange  Act of 1934.  With
         respect to persons subject to Section 16 of the Securities Exchange Act
         of 1934, or any successor  thereto ("Section 16"),  transactions  under
         the Plan are intended to comply with all applicable  conditions of Rule
         16b-3 or its successors  under the Act.  Accordingly,  all issuances of
         shares of common  stock of the  Corporation  to persons  subject to the
         reporting  requirements  of Section 16 shall be, to the extent required
         by Section 16,  approved by the Committee or in another manner provided
         in Section 16 or subject to a six month holding  period.  To the extent
         any  provision of the Plan or action by the  Committee is deemed not in
         compliance with an applicable  condition of Rule 16b-3,  that provision
         or action shall be deemed null and void to the extent  permitted by law
         and deemed advisable by the Committee.

10.6     Severability. If any particular provision of the Plan shall be found to
         be illegal or unenforceable  for any reason,  the illegality or lack of
         enforceability  of  such  provision  shall  not  affect  the  remaining
         provisions of the Plan, and the Plan shall be construed and enforced as
         if the illegal or unenforceable provision had not been included.

10.7     No Individual  Liability.  It is declared to be the express purpose and
         intention of the Plan that no liability  whatsoever  shall attach to or
         be incurred by the  Committee,  the  shareholders,  the officers or the
         directors of the Corporation or any representative  appointed hereunder
         by the Committee,  under or by reason of any of the terms or conditions
         of the Plan.

10.8     Applicable  Law.  The  Plan  shall  be  governed  by and  construed  in
         accordance with the laws of the State of South Carolina,  except to the
         extent governed by applicable federal law.

           SECTION 11. PLAN ADMINISTRATION, AMENDMENT AND TERMINATION

11.1     In General. The Plan shall be administered by the Committee which shall
         have the sole  authority  to  construe  and  interpret  the  terms  and
         provisions  of the Plan and  determine  the amount,  manner and time of
         payment of any benefits  hereunder.  The Committee shall consist of not
         less than three persons who shall be members of the Board.  Each member
         of the Committee shall be at all times a "non-employee director" within
         the meaning of Rule 16b-3 of the General  Rules and  Regulations  (Reg.
         ss. 16b-3(C)(2)(i)) under the Exchange Act.  Additionally,  each member
         of the Committee shall be at all times an "outside director" within the
         meaning  of  Section   1.162-27(e)(3)   of  the  Treasury   Regulations
         promulgated  with respect to Section 162 of the Code.  Once  designated
         and for as long as the individuals qualify as members of the Committee,
         the Committee shall continue to serve until  otherwise  directed by the
         Board.  From  time to time,  the  Board  may  increase  the size of the
         Committee and appoint additional members thereof,  remove members (with
         or without cause) and appoint new members in substitution thereof, fill
         vacancies however caused and remove all members of the Committee.

         A majority of the entire Committee shall  constitute a quorum,  and the
         action of a majority of the  members  present at any meeting at which a
         quorum is  present  shall be deemed  the  action of the  Committee.  In
         addition,  any decision or determination  reduced to writing and signed
         by all the members of the Committee  shall be fully  effective as if it
         had been made by a majority vote at a meeting duly called and held. The
         Committee  shall  maintain  records  and  cause  payments  to  be  made
         hereunder,    and   the   requisite   calculations,    interpretations,
         determinations,  regulations  and, subject to the provisions of Section
         11.2,  calculations  of the Committee shall be final and binding on all
         persons and parties concerned. The Committee may adopt such rules as it
         deems necessary, desirable or appropriate in administering the Plan.

11.2     Claims  Procedure.   Any  person   dissatisfied  with  the  Committee's
         determination  of a claim for  benefits  hereunder  must file a written
         request for review with the Board.  This request must include a written
         explanation  setting  forth  the  specific  reasons  for the  requested
         review. The Board shall review the Committee's  determination  promptly
         and render a written decision with respect to the claim.  Such decision
         shall be final,  binding and conclusive  upon all claimants  under this
         Plan. The Board's  exercise of discretion  under this Section may cause
         the performance awards for a Covered  Participant to fail to qualify as
         qualified performance-based compensation.

11.3     Finality of  Determination.  The  determination  of the Board as to any
         disputed  questions  arising  under this Plan,  including  questions of
         construction and interpretation, shall be final, binding and conclusive
         upon all persons.

     11.4 Expenses.  The cost of  payments  from this Plan and the  expenses  of
          administering the Plan shall be borne by the Corporation. --------

11.5     Tax  Withholding.  The Corporation  shall have the right to deduct from
         all  payments  made under the Plan any  federal,  state or local  taxes
         required by law to be withheld with respect to such payments.

11.6     Incompetency.  Any person receiving or claiming benefits under the Plan
         shall be  conclusively  presumed  to be mentally  competent  and of age
         until the Corporation  receives  written  notice,  in a form and manner
         acceptable to it, that such person is incompetent or a minor,  and that
         a guardian,  conservator,  statutory committee under the South Carolina
         Code of  Laws,  or other  person  legally  vested  with the care of his
         estate has been appointed. In the event that the Corporation finds that
         any  person to whom a benefit  is  payable  under the Plan is unable to
         properly  care for his  affairs,  or is a minor,  then any  payment due
         (unless a prior claim therefor shall have been made by a duly appointed
         legal representative) may be paid to the spouse, a child, a parent or a
         brother or sister,  or to any person deemed by the  Corporation to have
         incurred  expense  for the care of such  person  otherwise  entitled to
         payment.

         In the event a guardian or  conservator  or statutory  committee of the
         estate of any person  receiving  or  claiming  benefits  under the Plan
         shall be appointed by a court of competent jurisdiction, payments shall
         be made to such guardian or conservator or statutory committee provided
         that proper  proof of  appointment  is  furnished  in a form and manner
         suitable to the  Corporation.  Any payment made under the provisions of
         this Section 11.6 shall be a complete  discharge of liability  therefor
         under the Plan.

     11.7 Action by  Corporation.  Any action  required or permitted to be taken
          hereunder    by   the    Corporation    or   the   Board    shall   be
          --------------------- taken by the Board.

11.8     Notice of Address. Any payment made to a Participant or his Beneficiary
         at the last known post office  address of the  distributee on file with
         the Corporation,  shall constitute a complete acquittance and discharge
         to the  Corporation  and any director or officer with respect  thereto,
         unless the Corporation  shall have received prior written notice of any
         change  in the  condition  or status of the  distributee.  Neither  the
         Corporation  nor  any  director  or  officer  shall  have  any  duty or
         obligation to search for or ascertain the  whereabouts of a Participant
         or his Beneficiary.

11.9     Amendment  and  Termination.  If  approved by the  shareholders  of the
         Corporation,  the  Corporation  reserves the right to amend,  modify or
         terminate the Plan at any time by action of its Board  without  further
         action of shareholders.  However,  no amendment will increase the total
         number  of  shares  of  the  Corporation's  common  stock  that  may be
         distributed  under the Plan  beyond the number of shares  indicated  in
         Section  6.4 or the  maximum  annual  award  set forth in  Section  5.2
         without obtaining  shareholder approval.  Upon any such amendment,  and
         except  as  provided  hereunder,  upon the  occurrence  of a Change  in
         Control of the Corporation,  each Participant and his Beneficiary shall
         be  entitled  only to such  benefits  as  determined  by the  Committee
         pursuant  to such  amendment.  Upon any  termination  of the Plan,  and
         except  as  provided  hereunder,  upon the  occurrence  of a Change  in
         Control, no Participant or Beneficiary shall be entitled to any further
         benefits hereunder,  unless determined  otherwise by the Committee,  in
         its sole discretion.

         Notwithstanding the foregoing,  and subject to Section 9, no amendment,
         modification   or   termination  of  the  Plan  may  be  made,  and  no
         Participants  may be added to the Plan,  upon or  following a Change in
         Control of the  Corporation  without the express written consent of all
         of the Plan's  Participants  covered  by the Plan at such time.  In all
         events, however, the Corporation reserves the right to amend, modify or
         delete  the  provisions  of  Section 9 at any time prior to a Change in
         Control of the Corporation, pursuant to a Board resolution adopted by a
         vote of at least two-thirds of the members of the Board.



<PAGE>


                                   ADDENDUM A
                            TOTAL SHAREHOLDER RETURN
                               AWARD CALCULATIONS



           PERFORMANCE                      PAYOUT AS A % OF
            ACHIEVED                      TARGET SHARES AWARDED

               33                                     40
               34                                     44
               35                                     48
               36                                     51
               37                                     55
               38                                     59
               39                                     63
               40                                     66
               41                                     70
               42                                     74
               43                                     78
               45                                     81
               46                                     85
               47                                     89
               48                                     93
               49                                     95
               50                                    100
               51                                    102
               52                                    104
               53                                    106
               54                                    108
               55                                    110
               56                                    112
               57                                    114
               58                                    116
               59                                    118
               60                                    120
               61                                    122
               62                                    124
               63                                    126
               64                                    128
               65                                    130
               66                                    132
               67                                    134
               68                                    136
               69                                    138
               70                                    140
               71                                    142
               72                                    144
               73                                    146
               74                                    148
               75                                    150


<PAGE>




                                   ADDENDUM B
                                SCANA CORPORATION
                             PERFORMANCE SHARE PLAN
                           DESIGNATION OF BENEFICIARY

To:  Secretary of SCANA Corporation

I hereby  designate  the  following  person(s),  trust(s)  or estate,  to be the
recipient(s) of any and all amounts which may become payable or may remain to be
paid upon my death under the SCANA Corporation Performance Share Plan.
=========================-------------------------------==================
  Beneficiary's Name
  and Social Security                     Relationship
      or Employer        Beneficiary's         to        Dollars or
  Identification No.        Address        Participant     % Share
======================================================= ==============




===========================================================================

I hereby designate the following person, trust or estate as Alternate
Beneficiary with respect to the contingency  events described in Sections 8.2(a)
and 8.2(b) of this Plan.
=================================--------------------========================
     Alternate Beneficiary's
         Name and Social              Alternate        Relationship
      Security or Employer          Beneficiary's           to
       Identification No.              Address          Participant
=============================================================================




=============================================================================

Spouse's Consent: (Community Property States Only -- S.C. domiciliaries ignore):

I hereby agree to the Beneficiary(ies) designated above:
-----------------------------------                    ------------------------
Spouse's Signature                                             Date

I hereby revoke any  Beneficiary  designation  previously made by me and reserve
the right to change this  designation at any time by filing a new Designation of
Beneficiary form.

Signature of Participant

Date                          Social Security Number

Signature of Corporate Secretary
Date Received
                                                                     (Rev. 1996)



<PAGE>
