Purpose
The purpose of the Governance Committee (the "Committee") of the Board of Directors ("Board") of SCANA Corporation ("SCANA") is to develop and recommend to the Board corporate governance principles, to recommend Board committee membership and responsibilities, and to oversee the evaluation of the Board, its committees and management. The Committee shall have such powers and perform such duties as the Board may from time to time delegate to it, including those set forth below:

Duties and Responsibilities

• Evaluate periodically the desirability of, and recommend to the Board, any changes in the size, composition, organization and operational structure of the Board;
  
• Annually, or to fill vacancies, identify Board members qualified to serve on committees of the Board in accordance with the Nominating Criteria set forth below, and recommend such persons to the Board for appointment to such committees, including a recommended Chairperson;
  
• Review annually membership and responsibilities of Board committees and recommend to the Board any changes that may be appropriate;
  
• Review annually and revise as necessary, SCANA's Governance Principles, taking into account provisions of the Securities Exchange Act of 1934 (the "Exchange Act"), the listing standards of the New York Stock Exchange ("NYSE") and any other source or sources the Committee deems appropriate;
  
• Initiate and oversee annually an evaluation of (i) the quality, sufficiency and timeliness of information furnished by management to the directors in connection with Board and committee meetings and other activities of the directors, (ii) the Board's effectiveness, (iii) the composition, organization (including committee structure, membership and leadership) and practices of the Board, (iv) tenure and other policies related to the directors' service on the Board and (v) corporate governance matters generally, including the corporate governance principles; and recommend action to the Board where appropriate;
  
• Provide guidance and assistance to the Board in performing the Board’s annual self evaluation;
  
• Conduct an annual performance evaluation to compare the performance of the Committee to the requirements of this charter and any other duties or responsibilities delegated to the Committee by the Board, and report to the Board the results of the evaluation, which may take the form of an oral presentation by a member of the Committee to the Board;
  
• Recommend to the Board any improvements to this charter that the Committee deems to be necessary or appropriate; and
  
• Perform such other duties or responsibilities consistent with this charter expressly delegated to the Committee by the Board.

Composition and Qualifications

• The Committee shall be comprised of such number of independent directors as shall be determined yearly by resolution of the Board. Committee members shall be appointed on an annual basis at the Board meeting immediately following the Annual Meeting of Shareholders to serve until the next annual Board meeting or their earlier demise, resignation or removal by the Board. Each Committee member shall meet at a minimum the independence standards of the NYSE and any other legally required independence standards as shall from time to time be in effect. The Board shall, in the exercise of business judgment, and on the recommendation of SCANA’s General Counsel and the Nominating Committee, determine the "independence" of directors for this purpose.
  
• Vacancies on the Committee shall be filled by a majority vote of the entire Board, and a member of the Committee may be removed at any time by a majority vote of the entire Board.
  
• The Board shall designate one of the appointees to serve as Chairman of the Committee.

Structure and Operation

• The Committee shall meet in person or telephonically from time to time as may be called by the Chief Executive Officer or any member of the Committee. The Committee may also act by unanimous written consent.
  
• The Committee shall meet in executive session without the presence of any member of management as often as it deems necessary or appropriate.
  
• The Committee may form and delegate authority to subcommittees when appropriate.
  
• A majority of the members of the Committee shall constitute a quorum.
  
• The Committee shall keep minutes of each of its meetings. The minutes of each meeting of the Committee shall be approved by the Committee at its next meeting, made available for review by the entire Board, and filed as permanent records with the Corporate Secretary.
  
• At each meeting of the Board following a meeting of the Committee, the Chairman of the Committee shall report to the Board the deliberations, actions and recommendations of the Committee.

Nominating Criteria for Committee Members
In evaluating candidates for nomination to committees of the Board, the Committee shall take into account the applicable requirements for members of committees of boards of directors under the Exchange Act, the listing standards of the NYSE and SCANA's Governance Principles. The Committee shall also take into consideration the factors and requirements set forth in the charter of such Committee, if any. The Committee may take into consideration such other factors or criteria that the Committee deems appropriate in evaluating a candidate, including his or her knowledge, expertise, skills and business or other experience relevant to the duties and responsibilities of the Committee.