Purpose
The purpose of the Human Resources Committee (the "Committee") of the Board of Directors (the "Board") of SCANA Corporation ("SCANA") is to assist the Board in the oversight of matters relating to compensation plans, compensation of SCANA’s executives, SCANA’s long-term strategic plans, and management of human resources. 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

• Recommend to the Board salary and compensation levels, including fringe benefits, for all officers of SCANA and its subsidiaries; 
• Review and make recommendations to the Board with respect to all SCANA executive compensation plans, including incentive compensation plans and equity based plans; 
• Review SCANA’s operating performance relative to the bonus and incentive programs; 
• Review and approve corporate goals and objectives with respect to the compensation of the Chief Executive Officer, evaluate the Chief Executive Officer’s performance in light of those goals and objectives and, either as a Committee or together with the other independent directors (as directed by the Board), determine and approve the Chief Executive Officer’s compensation level based on this evaluation; 
• Produce an annual report on executive compensation for inclusion in SCANA’s proxy statement, in accordance with applicable rules and regulations of the Securities and Exchange Commission; 
• Review the investment policies of SCANA’s Retirement Plan; 
• Recommend to the Board persons to serve as senior officers of SCANA and its subsidiaries; 
• Review SCANA’s succession and continuity planning with the Chief Executive Officer; 
• Review SCANA’s long range strategic plans and performance in regard to its management of all human resources, including safety, health, labor/employee relations and equality of treatment; 
• 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; and
• Recommend to the Board any improvements to this charter that the Committee deems to be necessary or appropriate.

Composition and Qualifications

• The Committee shall be comprised of three or more directors, such number to be determined yearly upon the recommendation of the Governance Committee and by resolution of the Board. Committee members will be appointed at the annual meeting of the Board following the Annual Meeting of Shareholders and will serve until the next annual meeting of the Board or their earlier demise, resignation or removal by the Board. Each Committee member shall meet at a minimum the independence requirements of the New York Stock Exchange and any additional legal requirements 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. The Senior Vice President of Human Resources will serve as the management liaison to the Committee. 
• Vacancies on the Committee shall be filled by a majority vote of the entire Board, on recommendation of the Governance Committee, and a member of the Committee may be removed at any time by a majority vote of the entire Board. 
• The Board, upon recommendation of the Governance Committee, shall approve 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 Committee member. 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 shall have the sole authority to retain and terminate any consulting firm being used to assist in the evaluation of Chief Executive Officer or senior executive officer compensation, including sole authority to approve the firm’s fees and other retention terms.
• 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.