Agreement and Release between SCANA Services and Ronald Lindsay

Provide Lindsay separation pay totaling $234,119.47 to be paid in 13 bi-weekly payments of $18,009.19 over 26 weeks (“Separation Period”) until the amount is paid out. The first bi-weekly payment will be made to Lindsay within 14 days after the Effective Date of this Agreement. (See Paragraph E(11) for the definition of “Effective Date.”) This amount is subject to deductions for state and federal income taxes, FICA, and any other provisions of law to the extent they are applicable.

For the purpose of the proration requirements in Section 5(a) of the Long-Term Equity Compensation Plan Performance Share Award Agreements dated February 20, 2015; February 18, 2016; and February 16, 2017, Lindsay’s pro rata portion of Performance Shares shall be calculated as though the date of his termination from employment due to retirement is December 31, 2017, which shall be treated as an amendment to each such Performance Share Award Agreement. Except for the foregoing, the remaining terms of the Performance Share Award Agreements shall remain unchanged, and the terms of the Long-Term Equity Compensation Plan Restricted Stock Unit Award Agreements remain unchanged.

SCANA shall reimburse Lindsay for up to $2,500 in fees that Lindsay pays to have an attorney review and provide advice concerning this Agreement.

Upon his separation, Lindsay will be permitted to retain and take ownership of his SCANA-issued telephone/personal digital assistant (collectively “PDA”) and the phone number associated with it, although Lindsay will assume responsibility for the bill and all other expenses associated with the PDA and the phone number upon his separation. Moreover, before Lindsay takes ownership of the PDA, SCANA shall take all necessary steps to delete confidential and proprietary information and to eliminate access from the PDA to SCANA’s networks and systems.

During the Consulting Period (as defined in Paragraph C(5) below), SCANA will continue monitoring the home security systems it currently monitors for Lindsay. However, SCANA will not install any new home security systems or begin monitoring systems it does not currently monitor.

SCANA agrees not to contest any claim that Lindsay may make for unemployment benefits to commence on or after July 1, 2017. If any payments to which Lindsay is entitled under the terms of this Agreement have not been made at the time of Lindsay’s death, the amount of the payment shall be paid to Lindsay’s estate at the time the amount otherwise would have been paid to Lindsay under the terms of this Agreement.

SCANA agrees that its Senior Officers will not make negative, derogatory or disparaging statements about Lindsay, regardless of whether these statements are true or not, unless otherwise required or permitted by law. A negative statement is defined as any statement, opinion, or remark, whether true or not, that tends to injure the reputation of or cause embarrassment to Lindsay. SCANA agrees that violating the terms of this paragraph shall cause irreparable harm that is impossible to quantify precisely. Thus, SCANA agrees that a breach of this paragraph shall entitle Lindsay to injunctive relief and to all damages available at law or in equity.

This Agreement does not amend, supersede or replace the Indemnification Agreement between SCANA and Lindsay dated November 1, 2010, and such Indemnification Agreement shall remain in effect in accordance with its terms. In that regard, SCANA acknowledges that the "Covered Capacity" under the Indemnification Agreement includes Lindsay's services to SCANA contemplated by Paragraph C(5) of this Agreement.

Lindsay agrees that his employment with SCANA ceased or shall cease, as the case may be, on July 1, 2017, and, as of that date, he ceased or shall cease to be an officer of SCANA, as that term is broadly defined in the Introduction. Lindsay will receive the employee benefits, if any, to which he may be entitled under SCANA’s employee benefit plans (including, if applicable, eligibility to receive bonus or equity awards under SCANA’s several bonus, equity or other plans) as of the date of his termination of employment, to the extent consistent with applicable law and the terms of the employee benefit plans, except and solely to the extent otherwise modified herein. In no event will Lindsay be entitled to any payments in the nature of severance or separation payments except as specifically provided in this Agreement.

Lindsay releases and discharges SCANA from all legal, equitable, and administrative claims that he may have against SCANA. In other words, Lindsay releases and discharges each person and entity included in the above definition of “SCANA” from all legal, equitable, and administrative claims he may have against any of them.

Lindsay agrees that this release includes but is not limited to the waiver of any claims arising from:

His employment and other affiliations with SCANA, including his role as an officer, and

His termination of employment and other affiliations with SCANA, which becomes or became effective on or about July 1, 2017.

This release also specifically includes, but is not limited to, claims based upon or related to:

Actual or alleged violations of any other federal or state laws that prohibit employment discrimination, retaliation, or employment termination in violation of public policy,

Actual or alleged claims of emotional distress, defamation, breach of contract, breach of covenant of good faith and fair dealing,

All other claims arising under any federal, state, or local statutory law, common law, ordinances, regulations or equity.

From July 1, 2017, through December 31, 2017 (the “Consulting Period”), Lindsay shall be available to provide consulting and other assistance to SCANA upon the request of the Chief Executive Officer or General Counsel, primarily for the purpose of continuing or concluding legal matters that Lindsay worked on while employed by SCANA. The parties agree that such services shall not include the rendering of legal advice or opinions, but shall be limited to matters of background facts, procedural history, coordination with other counsel, and similar activities. While Lindsay provides this consultation and assistance, SCANA shall not have the right to control Lindsay’s day-to-day activities or work schedule, and Lindsay acknowledges that he shall not be an employee of SCANA and that he shall not be eligible for benefits available to SCANA employees. Lindsay shall provide such services upon reasonable notice at reasonable times,

Lindsay waives any right he may have to recover from SCANA in any proceeding based in whole or in part on claims released by Lindsay in this Agreement. For example, Lindsay waives any right to monetary recovery from SCANA or to reinstatement if any such proceeding is successfully brought against SCANA or is settled, whether by Lindsay, the Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board or any other person or entity, including any state or federal government agency (“Government Agencies”).

Lindsay understands that nothing in this Agreement limits his ability to file a charge or complaint with the Government Agencies. Lindsay further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, or to report in good faith possible violations of federal, state or local law or regulations to any Government Agency or self-regulatory organization, or from making other disclosures that are protected under whistleblower or other provisions of any applicable federal, state or local law or regulations, including providing documents or other information, without notice to SCANA. This Agreement does not limit Lindsay’s right to receive an award for information provided to any Government Agencies. This Agreement does, however, preclude Lindsay from receiving any monetary or injunctive award or relief from SCANA as a result of any action brought by or on behalf of Lindsay. Finally, Lindsay understands that he shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a Trade Secret that: (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Disclosures to attorneys, made under seal, or pursuant to court order are also protected in certain circumstances under 18 U.S.C. 1833.

Except as specified in Paragraph B(4) above, on or before July 1, 2017, Lindsay shall return to SCANA all its property in his use or possession that he has not already returned, including, but not limited to, his SCANA identification card and any other SCANA keys, access cards or badges, SCANA credit cards, message box, customer and/or employee lists, passwords, access codes and other information necessary to access any computer, communications device or electronic database, and any books, files and documents (paper or electronic) or electronic data and media generated, owned, or containing information obtained in any form from SCANA.

Either party may enforce this Agreement in court if the other party breaches it.

This Agreement may be used in a subsequent proceeding to enforce its terms.

The language of all parts of this Agreement shall be construed as a whole and according to its fair meaning, and not strictly for or against either party. It is expressly understood and agreed that any rule requiring construction of this Agreement against the drafter will not apply in any dispute involving the Agreement.

SCANA does not admit and expressly denies violating any state, federal, or local laws by entering into this Agreement. Lindsay acknowledges that this Agreement and the consideration offered in it shall not be construed as an admission of any wrongdoing or liability on the part of SCANA.

This Agreement contains the entire and only Agreement between Lindsay and SCANA. Both parties waive any oral or written promises or assurances that are not contained in, or expressly incorporated into, this Agreement. And, subject to Paragraph B(2) above, Lindsay will be entitled to all compensation and benefits to which he is entitled pursuant to the terms of any SCANA employee benefit plans in which he was vested while an employee of SCANA.

This Agreement shall be binding upon and be for the benefit of the parties to this Agreement and their respective heirs, legal representatives, successors, and assigns.

This Agreement shall be governed by and construed in accordance with the law of the State of South Carolina.

This Agreement was drafted with the intent to comply with the short-term deferral exemption from Section 409A of the Internal Revenue Code of 1986, as amended, and the provisions of the Agreement shall be interpreted in a manner consistent with that intent. However, Lindsay agrees that no person connected with SCANA or the Releases has made or hereby makes any representations, commitments, or guarantees that any specific tax treatment (including but not limited to federal, state and local tax treatment) will be applicable with respect to the amounts owed or paid under this Agreement. Lindsay is advised to consult with his own tax advisers to ensure any particular tax result under this Agreement and may not rely on SCANA, nor its officers, directors, agents or employees for tax advice.

To accept the Agreement, and payments under this Agreement, Lindsay must sign the Agreement and return it (via U.S. Mail, courier, or hand-delivery) to Randal Senn, Senior Vice President of Administration, SCANA Services, Inc. at 220 Operation Way, MC – D311, Cayce, SC 29033, within the time frame set forth in Paragraph E(10). The Agreement will become effective upon Lindsay signing the Agreement and returning it to Randal Senn as set forth in this paragraph and not revoking this Agreement before the Effective Date as set forth in Paragraphs D(10) and E(11).

Lindsay will have a period of seven days following his signing this Agreement to revoke it. To revoke the Agreement, Lindsay must notify Randal Senn, Senior Vice President of Administration, SCANA Services, Inc. at 220 Operation Way, MC – D311, Cayce, SC 29033, in writing of his decision to revoke the Agreement.

Lindsay expressly acknowledges that a breach of any of the terms and conditions contained in this Agreement will cause SCANA irreparable and continuing harm for which there is no adequate remedy at law and SCANA is therefore entitled to seek injunctive relief and specific performance without the requirement of posting a bond. SCANA’s right to seek injunctive relief and specific performance shall in no way limit its right to seek any other legal remedies or other relief available to it.

I have been given a period of twenty-one days to decide whether to enter into this Agreement. This twenty-one day period has provided me with sufficient time to consider my options and to seek the advice of legal counsel and tax or financial advisors.

After signing this Agreement, I have a period of seven days to revoke it. I can revoke this Agreement by notifying Randal Senn at SCANA’s Cayce office in writing of my decision to

SCANA has urged and hereby urges me, in writing, to review this Agreement with an attorney prior to signing it.