





                                                        Exhibit 10.02








                                SCANA CORPORATION

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



                             as amended and restated
                                 effective as of
                                October 21, 1997














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                                SCANA CORPORATION

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



                                TABLE OF CONTENTS


                                                                          Page


SECTION 1.  ESTABLISHMENT OF THE PLAN.....................................  1

         1.1      Establishment of the Plan...............................  1
         1.2      Description of the Plan.................................  1
         1.3      Purpose of the Plan.....................................  1

SECTION 2.    DEFINITIONS.................................................  2

         2.1      Definitions.............................................  2
         2.2      Gender and Number.......................................  4

SECTION 3.   ELIGIBILITY AND PARTICIPATION................................  5

         3.1      Eligibility.............................................  5
         3.2      Termination of Participation............................  5
         3.3      Reemployment of Former Participant......................  5

SECTION 4.   BENEFITS.....................................................  6

         4.1      Eligibility for Benefits................................  6
         4.2      Amount of Retirement Benefit............................  6
         4.3      Commencement, Form and Duration of Payment..............  6
         4.4      Pre-retirement Spouse Benefit...........................  7
         4.5      Documentation...........................................  7

SECTION 5.   FINANCING....................................................  8

         5.1      Financing of Benefits...................................  8
         5.2      "Rabbi" Trust...........................................  8



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SECTION 6.   GENERAL PROVISIONS............................................ 9

         6.1      Employment/Participation Rights.......................... 9
         6.2      Nonalienation of Benefits................................ 9
         6.3      Severability............................................. 9
         6.4      No Individual Liability................................. 10
         6.5      Applicable Law.......................................... 10

SECTION 7.   PLAN ADMINISTRATION, AMENDMENT AND TERMINATION............... 11

         7.1      In General.............................................. 11
         7.2      Claims Procedure........................................ 11
         7.3      Finality of Determination............................... 11
         7.4      Delegation of Authority................................. 11
         7.5      Expenses................................................ 11
         7.6      Tax Withholding......................................... 11
         7.7      Incompetency............................................ 11
         7.8      Action by Corporation................................... 12
         7.9      Notice of Address....................................... 12
         7.10     Amendment and Termination............................... 12

SECTION 8.   CHANGE IN CONTROL PROVISIONS................................. 13

         8.1      Accelerated Distributions Upon Change in Control........ 13
         8.2      Tax Computation......................................... 13
         8.3      No Subsequent Recalculation of Tax Liability............ 13
         8.4      Successors...............................................14
         8.5      Amendment and Termination after Change in Control........14

SECTION 10.       EXECUTION ...............................................15





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                                SCANA CORPORATION

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


                      SECTION 1. ESTABLISHMENT OF THE PLAN

1.1 Establishment of the Plan. SCANA CORPORATION (the "Corporation") established
the SUPPLEMENTAL  EXECUTIVE  RETIREMENT PLAN (the "Supplemental Plan") effective
as of January 1, 1994. The Supplemental Plan was amended and restated, effective
December 18, 1996,  and is hereby further  amended and restated  effective as of
October 21, 1997.

1.2 Description of the Plan. This  Supplemental Plan is intended to constitute a
nonqualified deferred compensation plan which, in accordance with ERISA Sections
201(2),  301(a)(3) and 401(a)(1),  is unfunded and established primarily for the
purpose of providing  deferred  compensation for a select group of management or
highly compensated employees.

1.3 Purpose of the Plan. In addition to the description of the Supplemental Plan
as set forth in subsection 1.2 above,  the primary  objective of the Corporation
in establishing  this Supplemental  Plan is to provide  supplemental  retirement
income to  certain  employees  of the  Company  whose  benefits  under the SCANA
Corporation  Retirement  Plan are  limited in  accordance  with the  limitations
imposed by Code Section 415 on the amount of annual retirement  benefits payable
to employees from qualified  pension  plans,  by Code Section  401(a)(17) on the
amount of annual  compensation  that may be taken into account for all qualified
plan   purposes,   or  by  certain  other  design   limitations  on  determining
compensation under the Qualified Plan.

                             SECTION 2. DEFINITIONS

2.1  Definitions.  Whenever used in the  Supplemental  Plan, the following terms
shall have the respective  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.
Capitalized  terms not defined  herein  shall have the  respective  meanings set
forth in the Qualified Plan.

         (a) "Actuarial  Equivalent" shall mean the actuarial equivalent factors
applied under the Qualified Plan. In applying Actuarial Equivalent factors under
this Supplemental Plan, the same procedures shall apply as would apply under the
Qualified Plan under similar circumstances.

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

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

         (d)  "Beneficiary"  means the individual  designated by the Participant
(on such form as  prescribed  by the  Committee)  to receive  the  Participant's
benefits  under  Section 8 if the  Participant  shall have died prior to receipt
thereof. In the absence of an effective  Beneficiary  designation,  such amounts
shall be paid to the  Participant's  Beneficiary  determined under the Qualified
Plan.

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

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

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

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

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

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

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

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

         (h) "Code  Limitations"  means the limitations  imposed by Code Section
415 on the  amount of annual  retirement  benefits  payable  to  employees  from
qualified  pension plans and by Code Section  401(a)(17) on the amount of annual
compensation that may be taken into account for all qualified plan purposes.

         (i)  "Committee"   means  the  Management   Development  and  Corporate
Performance Committee of the Board.

         (j)  "Company"  means  the  Corporation  and  any  subsidiaries  of the
Corporation  and their  successor(s)  or assign(s) that adopt this  Supplemental
Plan through execution of Agreements with any of their Employees or otherwise.

         (k)  "Compensation"   means  "Compensation"  as  determined  under  the
Qualified Plan, without regard to the limitation under Section 401(a)(17) of the
Code and  including  any  amounts  deferred  under  any  non-qualified  deferred
compensation plan of the Corporation (excluding the Supplemental Plan).

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

         (m) "Effective Date" means December 18, 1996.

         (n)  "Eligible  Employee"  means an  Employee  who is  employed  by the
Company  in  a  high-level  management  or  administrative  position,  including
employees who also serve as officers and/or directors of the Company.

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

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

         (q)  "Participant"  means any Eligible Employee who is participating in
the Supplemental Plan in accordance with the provisions herein set forth.

         (r) "Qualified Plan" means the SCANA Corporation Retirement Plan, as in
effect on the Effective  Date, and as may be further  amended and in effect from
time to time.

         (s)  "Supplemental   Plan"  means  this  plan,  the  SCANA  Corporation
Supplemental Executive Retirement Plan.

2.2 Gender and Number.  Except when  otherwise  indicated  by the  context,  any
masculine  terminology  used  herein  shall also  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.


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                    SECTION 3. ELIGIBILITY AND PARTICIPATION

3.1  Eligibility.  An  Eligible  Employee  shall  become  a  Participant  in the
Supplemental Plan on the first day on which:

         (a) his accrued benefit  calculated under the Qualified Plan is limited
in accordance with either of the Code Limitations or due to his participation in
a non-qualified  deferred  compensation plan of the Corporation (other than this
Supplemental Plan); and

         (b) he  enters  into  an  Agreement  with  the  Company  regarding  his
participation in the Supplemental Plan.

3.2  Termination  of  Participation.  An  Eligible  Employee  who is eligible to
participate in this  Supplemental  Plan under  subsection 3.1 above shall remain
covered  hereunder  until the date upon which his employment  terminates for any
reason  and,  thereafter,  so  long  as  any  benefits  are  payable  from  this
Supplemental  Plan. Unless the terms of the  Participant's  Agreement provide to
the contrary, if the Participant is not eligible for benefits in accordance with
the  provisions  of  Section  4.1 at the time  his  employment  terminates,  the
Participant  shall terminate his participation in the Supplemental Plan when his
employment with the Company terminates.

3.3  Reemployment of Former  Participant.  Notwithstanding  any provision of the
Supplemental  Plan or an Agreement to the contrary,  any person reemployed as an
Employee  who  previously  participated  in  and  received  benefits  under  the
Supplemental Plan shall not be eligible to participate again in the Supplemental
Plan, and any payments or future rights to payments under the Supplemental  Plan
made or to be made with respect to such Participant shall not be discontinued on
account of such reemployment.





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                               SECTION 4. BENEFITS

4.1  Eligibility  for  Benefits.  A  Participant  shall be  eligible to commence
receipt of a benefit under the Supplemental  Plan in accordance with and subject
to the provisions of the Supplemental  Plan, upon the later of the Participant's
termination  of  employment  with  the  Company  or the  Participant's  Earliest
Retirement Date or in an Agreement;  provided, however, that, except as provided
in the following  sentence or as may  otherwise be provided by an Agreement,  no
benefit  shall be  payable  under  this  Supplemental  Plan  with  respect  to a
Participant who terminates  employment with the Company prior to becoming vested
in his accrued benefit under the Qualified Plan.  Notwithstanding the foregoing,
if a Participant is involuntarily  terminated  following or incident to a Change
in Control and prior to becoming  fully vested in his accrued  benefit under the
Qualified Plan, a benefit will be paid under this  Supplemental  Plan,  based on
the  Participant's  Compensation and Years of Benefit Service at the time of the
Participant's termination of employment.

4.2 Amount of Retirement Benefit. Unless otherwise provided in an Agreement, the
amount of any  retirement  benefit  payable to a  Participant  pursuant  to this
Supplemental  Plan shall be determined at the time the Participant first becomes
eligible to receive benefits under the  Supplemental  Plan and shall be equal to
the excess, if any, of:

         i) The monthly  pension  amount that would have been  payable at Normal
Retirement  Age or, if  applicable,  Delayed  Retirement Age under the Qualified
Plan to the Participant  determined  based on Compensation as defined under this
Supplemental  Plan and  disregarding the Code Limitations and any reductions due
to the Participant's  deferral of compensation  under any nonqualified  deferred
compensation plan of the Company (other than this Supplemental Plan); over

         ii) The monthly pension amount payable at Normal  Retirement Age or, if
applicable, Delayed Retirement Age under the Qualified Plan to the Participant.

         If such  benefit is  scheduled  to  commence  prior to a  Participant's
Normal  Retirement Date, the benefit to be paid under this Plan shall be reduced
in  accordance  with  the  Early  Retirement  reduction  factors  and  Actuarial
Equivalent factors under the Qualified Plan as of the date of determination.

4.3      Commencement,  Form and Duration of Payment.  Unless the terms of the
         Participant's  Agreement provide to the contrary:

         (a) Participant's  Benefit.  Monthly benefit payments for a Participant
shall begin as of the first day of the calendar  month next  following the later
of the date the  Participant's  employment  with the Company  terminates  or the
Participant's  Earliest  Retirement  Date under the Qualified  Plan and shall be
paid under the normal form of benefit payment under the Qualified Plan; and

         (b)  Post-Retirement  Spouse  Benefit.  If the  Participant  dies after
benefit payments have commenced, and he has an eligible Spouse, such Spouse will
then receive monthly benefits equal to 60 percent of the  Participant's  benefit
for the rest of the Spouse's lifetime.

4.4  Pre-retirement  Spouse  Benefit.  Unless  the  terms  of the  Participant's
Agreement  provide  to the  contrary,  if a  Participant  dies on or  after  the
Effective Date, and satisfies the following conditions:

         (a)      on the date of his death,  he was legally  married and had
                  been so married to the same spouse for at least one year; and

         (b)      on the date of his death, he was entitled to a benefit
                  pursuant to Section 4.1; and

         (c)      he had not begun to receive payments under this Supplemental
                  Plan,

         his Spouse shall be eligible for a pre-retirement  Spouse benefit under
this Supplemental Plan. The Participant's  surviving Spouse shall be entitled to
receive monthly benefits  beginning on the first of the month next following the
Participant's  death and continuing for the remainder of the Spouse's  lifetime.
The  surviving  Spouse's  Pre-retirement  Spouse  Benefit  shall be equal to the
excess, if any, of:

                  i) The monthly  pension  amount  that would have been  payable
under the  Qualified  Plan to the  surviving  Spouse (as a 60  percent  survivor
annuity)  determined  based on the  Participant's  Compensation as defined under
this  Supplemental Plan and disregarding the Code Limitations and any reductions
due to  the  Participant's  deferral  of  compensation  under  any  nonqualified
deferred  compensation plan of the Company (other than this Supplemental  Plan);
over

                  ii) The actual monthly pension amount payable to the surviving
Spouse under the Qualified Plan.

4.5  Documentation.  Each person  eligible for a benefit under the  Supplemental
Plan shall  furnish  the  Corporation  with such  documents,  evidence,  data or
information  in  support  of  such  application  as  the  Corporation  considers
necessary or desirable.








                              SECTION 5. FINANCING

5.1  Financing of Benefits.  Participants  shall not be required or permitted to
make any contribution  under the Supplemental  Plan.  Benefits shall be payable,
when due, by the Corporation, out of its current operating revenue to the extent
not paid  from a trust  created  pursuant  to  Section  5.2.  The  Corporation's
obligation to make payments to the recipient  when due shall be  contractual  in
nature only, and participation in the Supplemental Plan will not create in favor
of any Participant any right or lien against the assets of the  Corporation.  No
benefits under the  Supplemental  Plan shall be required to be funded by a trust
fund or insurance  contracts or otherwise.  Prior to benefits  becoming due, the
Corporation shall expense the calculated liabilities in accordance with policies
determined appropriate by the Corporation and its auditors.

5.2 "Rabbi" Trust.  In connection  with this Plan,  the Board shall  establish a
grantor trust (known as the "SCANA  Corporation  Executive  Benefit Plan Trust")
for the purpose of accumulating funds to satisfy the obligations incurred by the
Corporation under this Plan (and such other plans and arrangements as determined
from time to time by the Corporation). At any time prior to a Change in Control,
as that term is defined in such Trust,  the  Corporation  may transfer assets to
the Trust to satisfy all or part of the obligations  incurred by the Corporation
under this Plan, as  determined  in the sole  discretion of the Committee or its
designee,  subject to the return of such assets to the  Corporation at such time
as  determined in  accordance  with the terms of such Trust.  Any assets of such
Trust  shall  remain at all times  subject  to the  claims of  creditors  of the
Corporation in the event of the Corporation's insolvency;  and no asset or other
funding  medium used to pay benefits  accrued under the Plan shall result in the
Plan being considered as other than "unfunded" under ERISA.  Notwithstanding the
establishment  of the Trust,  the right of any  Participant  to  receive  future
payments  under the Plan shall  remain an  unsecured  claim  against the general
assets of the Corporation.



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                          SECTION 6. GENERAL PROVISIONS

6.1      Employment/Participation Rights.

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

         (b)  Nothing  in the Plan  shall be  construed  to be  evidence  of any
agreement or understanding,  express or implied,  that the Company 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  Supplemental  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 Company.

6.2      Nonalienation of Benefits.

         (a)  No  right  or  benefit   under  this  Plan  shall  be  subject  to
anticipation,  alienation, sale, assignment, pledge, encumbrance, or change, and
any attempt to anticipate,  alienate,  sell, assign, pledge,  encumber or change
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.

         (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 change
any  right or  benefit  hereunder,  then such  right or  benefit  shall,  in the
discretion of the Committee, cease, and the Committee 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
Committee may deem proper.

6.3 Severability.  If any particular provision of the Supplemental 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 Supplemental Plan, and the Supplemental Plan shall be construed and enforced
as if the illegal or unenforceable provision had not been included.

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

6.5 Applicable Law. The Supplemental  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 7. PLAN ADMINISTRATION, AMENDMENT AND TERMINATION

7.1 In General.  The  Supplemental  Plan shall be administered by the Committee,
which shall have the sole  authority  to construe  and  interpret  the terms and
provisions of the Supplemental Plan and determine the amount, manner and time of
payment of any benefits  hereunder.  The Committee shall maintain records,  make
the  requisite   calculations   and  disburse   payments   hereunder,   and  its
interpretations, determinations, regulations and calculations 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
Supplemental Plan and the Committee may act at a meeting, in a writing without a
meeting,  or by having  actions  otherwise  taken by a member  of the  Committee
pursuant to a delegation of duties from the Committee.

7.2 Claims Procedure. Any person dissatisfied with the Committee's determination
of  a  claim  for   benefits   hereunder   must  file  a  written   request  for
reconsideration  with  the  Committee.  This  request  must  include  a  written
explanation  setting forth the specific  reasons for such  reconsideration.  The
Committee shall review its determination  promptly and render a written decision
with respect to the claim,  setting  forth the specific  reasons for such denial
written in a manner  calculated to be understood by the claimant.  Such claimant
shall be given a  reasonable  time within which to comment,  in writing,  to the
Committee  with  respect to such  explanation.  The  Committee  shall review its
determination  promptly and render a written decision with respect to the claim.
Such  decision  upon matters  within the scope of the authority of the Committee
shall be conclusive, binding, and final upon all claimants under this Plan.

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

7.4 Delegation of Authority. The Committee may, in its discretion,  delegate its
duties  to an  officer  or other  employee  of the  Company,  or to a  committee
composed of officers or employees of the Company.

7.5  Expenses.  The  cost  of  payment  from  this  Plan  and  the  expenses  of
administering the Supplemental Plan shall be borne by the Corporation.

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

7.7   Incompetency.   Any  person  receiving  or  claiming  benefits  under  the
Supplemental 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  Supplemental  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 Supplemental 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 7.7 shall be
a complete discharge of liability therefor under the Supplemental Plan.

7.8  Action  by  Corporation.  Any  action  required  or  permitted  to be taken
hereunder by the Corporation or its Board shall be taken by the Board, or by any
person or persons authorized by the Board.

7.9 Notice of Address.  Any payment made to a  Participant  or to his  surviving
Spouse 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 the Participant or his Spouse.

7.10 Amendment and Termination. The Corporation expects the Supplemental Plan to
be permanent,  but since future conditions  affecting the Corporation  cannot be
anticipated or foreseen, the Corporation reserves the right to amend, modify, or
terminate the  Supplemental  Plan at any time by action of its Board;  provided,
however,  that if the Supplemental  Plan is amended to discontinue or reduce the
amount of Supplemental Plan benefit payments (except as may be required pursuant
to any plan arising from insolvency or bankruptcy proceedings): (a) Participants
who have retired under the  Supplemental  Plan or their surviving  Spouses shall
continue  to be paid in the  amount  and manner  (as  provided  under  Section 4
hereof) as they were being paid at the time of the  amendment or  discontinuance
of the  Supplemental  Plan, and (b) the accrued  benefits under the Supplemental
Plan of any future  retirees  shall not be reduced below the level accrued as of
the date of amendment. If the Board amends the Supplemental Plan to cease future
accruals  hereunder or terminates the  Supplemental  Plan, the Board may, in its
sole  discretion,  direct that the  actuarial  equivalent  present value of each
Participant's accrued benefits be paid to each Participant (or surviving Spouse,
if applicable) in an immediate lump sum payment (with such Actuarial  Equivalent
present  value being  determined  in the manner  indicated in Section 4); in the
absence  of any such  direction  from the  Board,  the  Supplemental  Plan shall
continue as a "frozen"  plan under which no future  accruals  will be recognized
and each Participant's benefits shall be paid in accordance with Section 4.

                     SECTION 8. CHANGE IN CONTROL PROVISIONS

8.1 Accelerated  Distributions Upon Change in Control.  Notwithstanding anything
in this  Supplemental  Plan to the  contrary,  and  subject  to the terms of any
Agreement, upon the occurrence of a Change in Control where there has not been a
termination of the SCANA Corporation Key Employee  Severance Benefits Plan prior
thereto, the Present Value of all amounts (or remaining amounts) owed under this
Supplemental Plan and each underlying Agreement as of the date of such Change in
Control  (referred  to  as  each  Participant's  "SERP  Benefit")  shall  become
immediately  due and payable.  All SERP Benefits  payable under this Section 8.1
shall be paid to each  Participant (and his or her Beneficiary) in the form of a
single lump sum payment of the  Actuarial  Equivalent  present value 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
and Excise Tax upon the SERP  Benefit and the Gross-Up  Payment  provided for by
this Section 8 shall be equal to the Actuarial  Equivalent  present value of the
Participant's SERP Benefit. Such payment shall be made by the Corporation (or to
the extent assets are  transferred  to a "rabbi trust" for such purpose,  by the
trustee of such trust in accordance  with the trust's terms) to the  Participant
(or his or her  Beneficiary)  as soon as  practicable  following  the  Change in
Control, but in no event later than the date specified by the terms of the SCANA
Corporation  Executive  Benefit Plan Trust.  In all events,  if the Key Employee
Severance Benefits Plan was terminated prior to such Change in Control, then the
provisions of this Section shall not apply and  Participants'  benefits shall be
determined  under the other  applicable  provisions  of this  Supplemental  Plan
and/or any Agreement.

8.2 Tax  Computation.  For  purposes of  determining  the amount of the Gross-Up
Payment referred to in Section 8.1, whether any of a Participant's  SERP 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 this  Supplemental  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 or her
Beneficiary)  by reason of such payment shall be determined in accordance with a
customary  "gross-up  formula,"  as  determined  by the  Committee  it its  sole
discretion.

8.3  No  Subsequent  Recalculation  of  Tax  Liability.  The  Gross-Up  Payments
described in the foregoing  provisions of this Section 8 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 or her 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 or
her Beneficiary) ultimately determined as owed.

8.4  Successors.  Notwithstanding  anything  in  this  Supplemental  Plan to the
contrary,  and subject to the terms of an  Agreement,  upon the  occurrence of a
Change in Control,  and only if the SCANA  Corporation  Key  Employee  Severance
Benefits Plan  ("KESBP")  was  terminated  prior to such Change in Control,  the
Company will require any  successor  (whether  direct or indirect,  by purchase,
merger, consolidation, or otherwise) of all or substantially all of the business
and/or  assets of the  Company  or of any  division  or  subsidiary  thereof  to
expressly assume and agree to perform this  Supplemental Plan in the same manner
and to the same extent  that the  Company  would be required to perform it if no
such  succession  had taken place,  subject to the remaining  provisions of this
Section  8.4.  In the  event of such a Change  in  Control  where  the  KESBP is
terminated,   Participants  shall  become  entitled  to  benefits  hereunder  in
accordance with the terms of this Supplemental Plan, and/or any Agreement, based
on benefits  earned to the date of such Change in Control,  with no  requirement
for a  successor  to provide for  accruals  of benefits  beyond the date of such
Change in Control. In addition, and notwithstanding Section 8.5 to the contrary,
if there is a Change in Control and the KESBP is terminated prior to such Change
in Control,  a successor  to the  Company  may amend this  Supplemental  Plan to
provide for an automatic lump sum  distribution  of the Actuarial  Equivalent of
Participants'  benefits  hereunder  without such  amendment  being treated as an
amendment reducing any benefits earned.

8.5  Amendment  and  Termination  After Change in Control.  Notwithstanding  the
foregoing,  and subject to Section 8, no amendment,  modification or termination
of the  Supplemental  Plan may be made, and no Participants  may be added to the
Supplemental  Plan,  upon or  following a Change in Control if it would have the
effect  of  reducing  any  benefits   earned   (including   optional   forms  of
distribution) prior to such Change in Control without the written consent of all
of the Supplemental Plan's Participants covered by the Supplemental Plan at such
time.  In all events,  however,  the  Corporation  reserves  the right to amend,
modify or delete the  provisions of this Section 8 at any time prior to a Change
in Control, pursuant to a Board resolution adopted by a vote of two-thirds (2/3)
of the Board members then serving on the Board.


<PAGE>


         IN WITNESS WHEREOF,  SCANA Corporation has caused this instrument to be
executed by its duly  authorized  officers and its corporate seal to be hereunto
affixed, this _____ day of __________, 1997, effective as of October 21, 1997.

                                    SCANA CORPORATION



                                    By: ________________________

                                    Title:  ______________________

ATTEST:



By: __________________________
                  Secretary

