mediumtermnotes.htm


    
      Exhibit
        4.05

    

     

    
      	
              Note
                Number

              R-

            	
              Name(s)
                of [Agent(s)][Principal(s)]

            	
              [Agent(s)][Principal(s)]Commission

              $

            	
              SCANA

              CORPORATION

            
	
              Principal
                Amount

              $

            	
              Trade
                Date

            	
              Original
                Issue Date

            	
              Interest
                Rate (Or Yield to Maturity For Original Issue Discount
                Notes)

            	
              CUSIP

            
	
              Maturity
                Date

            	
              Account
                No.

              N/A

            	
              Ticket
                No.

              N/A

            	
              Issue
                Price

              100%

            	
              Taxpayer's
                I.D. or Soc. Sec. No.

              *

            	
              Transferred

              N/A

            
	
              Name
                and Address of Registered Owner

              CEDE
                & CO.

              7
                Hanover Square

              New
                York, New York 10004

            	
              MEDIUM-TERM
                NOTE

              CONFIRMATION

              TRUSTEE
                AND PAYING AGENT

              THE
                BANK OF NEW YORK TRUST COMPANY, N.A.

              101
                Barclay Street

              New
                York, New York 10286

            
	
              CUSTOMER
                COPY

            	
              Retain
                for Tax Purposes

            	
              The
                Time of the Transaction Will Be Published Upon Written Request of
                the
                Customer

            	
              Please
                Sign and Return Enclosed Receipt

            


    

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR ITS AGENT
      FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
      AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
      MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF,
      CEDE & CO., HAS AN INTEREST HEREIN.

    
      	 	 
	
                                          
                REGISTERED

            	
            	
              PRINCIPAL
                AMOUNT: $

            
	
                                          
                No.: R-

            	
            	
              CUSIP:

            


    

    SCANA
      CORPORATION

    MEDIUM-TERM
      NOTE

    Due
      Nine
      Months or More From Date of Issue

     

    
      	
              ISSUE
                PRICE: %

            	
               

            	
               ADDITIONAL
                PROVISIONS:

            
	
              ORIGINAL
                ISSUE DATE: 

            	
               

            	
               INDEX
                MATURITY:

            
	
              MATURITY
                DATE:

            	
               

            	
               BASE
                RATE:

            
	
              REDEMPTION
                (check one):

            	
               

            	
               SPREAD
                (PLUS OR MINUS):       
                %

            
	
              o
                No. This Note is
                not subject to redemption.

            	
               

            	
               SPREAD
                MULTIPLIER:

            
	
               

            	
               

            	
               INTEREST
                RESET PERIOD:

            
	
              oYes.
                This Note is
                subject to redemption on or after the

            	
               

            	
               INTEREST
                RESET DATES:

            
	
                      
                   Initial Redemption Date at the following Redemption
                Price.

            	
               

            	
               MAXIMUM
                INTEREST RATE:

            
	 	 	 
	
              Redemption
                Price:

            	
               

            	
               MINIMUM
                INTEREST RATE:

            
	
               

              Initial
                Redemption Date:

            	
               

            	
               

               INTEREST
                PAYMENT PERIOD:

            
	
               

              REGULAR
                RECORD DATES: 

            	
               

            	
               

              INTEREST
                PAYMENT DATES:

            
	
               

              INTEREST
                (check one):

            	
               

            	
               

            
	
               

              oFIXED
                RATE
                NOTE

              If
                this box is checked, the Interest Rate on this Note

              shall
                be ________%.

            	
               

            	
               

              _____
                of each ____________________ and _________ commencing _________ (subject
                to adjustment as provided herein).

               

            
	
               oFLOATING
                RATE
                NOTE

              If
                this box is checked, the Initial Interest Rate on this Note

              shall
                be _______%

            	
               

            	
               DESIGNATED
                LIBOR CURRENCY:

               

               DESIGNATED
                LIBOR PAGE:

            


    

     

            
        SCANA Corporation, a corporation duly organized and existing under the
      laws of the State of South Carolina (herein referred to as the "Company"),
      for
      value received, hereby promises to pay Cede & Co., or registered assigns,
      the principal sum of         
Dollars
      ($            
) on the "Maturity Date" shown above
      and to pay interest thereon as
      hereinafter described.

             
      REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON
      THE
      SUBSEQUENT PAGES HEREOF, AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
      HAVE
      THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.

    This
      Note
      shall not become valid or obligatory for any purpose unless and until this
      Note
      has been authenticated by The Bank of New York Trust Company, N.A., or its
      successor, as Trustee.

    


    IN
      WITNESS
      WHEREOF, the Company has caused this Note to be executed under its corporate
      seal.

     

    Dated:
      _____________  

    SCANA
      CORPORATION                                                                                      CERTIFICATE
      OF AUTHENTICATION   

                                

    By:                                                                                                                            This
      is one of
      the Securities of the series designated 

    Authorized
      Officer                                                                                        therein
      referred to in the within mentioned Indenture.

    


    Attest:                                                                                                                       THE
      BANK OF NEW YORK
      TRUST COMPANY,  N.A., as Trustee 

    Secretary                                                                                                     
      

                                                                                                                                            
      By:                                                              

    [CORPORATE
      SEAL]                                                                                                                                         
 Authorized Signatory       

                   

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


    SCANA
      CORPORATION

    MEDIUM-TERM
      NOTES

    


    


    1. This
      is one of a duly authorized issue of debentures, notes or other evidences of
      indebtedness of the Company (herein called the "Securities") of a series
      hereinafter specified as issued and to be issued under an indenture dated as
      of
      November 1, 1989 (herein called the "Indenture") between the Company and The
      Bank of New York Trust Company, N.A. (successor to The Bank of New York), as
      trustee (herein called the "Trustee," which term includes any successor Trustee
      under the Indenture), to which Indenture and Resolutions of the Board of
      Directors of the Company adopted or indentures supplemental thereto reference
      is
      hereby made for a statement of the respective rights thereunder of the Company,
      the Trustee and the Holders of the Securities, and the terms upon which the
      Securities are, and are to be, authenticated and delivered. The Securities
      may
      be issued in one or more series, which different series may be issued in various
      aggregate principal amounts, may mature at different times, may bear interest
      at
      different rates, may be subject to different redemption provisions (if any),
      may
      be subject to different sinking, purchase or analogous funds (if any), may
      be
      subject to different covenants and Events of Default, and may otherwise vary
      as
      in the Indenture provided. This Note is one of a series of Securities of the
      Company designated as its Medium-Term Notes (herein called the "Notes"). The
      Notes of this series may be issued at various times with different maturity
      dates and different principal repayment provisions, may bear interest at
      different rates, may be payable in different currencies and may otherwise vary,
      all as provided in the Indenture.

    


    2. A. Unless
      otherwise specified on the face hereof, the Regular Record Date with respect
      to
      any Interest Payment Date (as defined below) shall be the date 15 calendar
      days
      immediately preceding such Interest Payment Date, whether or not such date
      shall
      be a Business Day. Interest which is payable, and is punctually paid or duly
      provided for on each Interest Payment Date specified above will be paid to
      the
      Person in whose name this Note (or one or more Predecessor Securities) is
      registered at the close of business on the Regular Record Date next preceding
      such Interest Payment Date; provided, however, that interest
      payable at Maturity shall be paid to the Person to whom the principal hereof
      is
      payable. Notwithstanding the foregoing, if this Note is issued between a Regular
      Record Date and an Interest Payment Date or on an Interest Payment Date, the
      interest so payable for the period from the Original Issue Date to such Interest
      Payment Date shall be paid on the next succeeding Interest Payment Date to
      the
      Registered Holder hereof on the related Regular Record Date. Any payment of
      principal (and premium, if any) or interest required to be made on this Note
      on
      a day that is not a Business Day need not be made on such day, but will be
      made
      on the next succeeding Business Day with the same force and effect as if made
      on
      such day, and no additional interest shall accrue as a result of such delayed
      payment; provided, however, that with respect to any LIBOR Note,
      if the next Business Day is in the next calendar month, interest will be paid
      on
      the preceding Business Day; and provided, further, that with
      respect to any regularly scheduled Interest Payment Date for any LIBOR Note
      (other than the Maturity Date and in lieu of Section 114 of the Indenture),
      interest shall accrue through the date immediately preceding the date of
      payment. Any such interest not so punctually paid or duly provided for shall
      forthwith cease to be payable to the Registered Holder hereof on such Regular
      Record Date and may be paid to the Person in whose name this Note (or one or
      more Predecessor Securities) is registered at the close of business on a Special
      Record Date for the payment of such Defaulted Interest to be fixed by the
      Trustee, notice whereof shall be given to Holders of Notes not less than ten
      calendar days prior to such Special Record Date, or may be paid at any time
      in
      any other lawful manner not inconsistent with the requirements of any securities
      exchange on which the Notes may be listed, and upon such notice as may be
      required by such exchange, all as more fully described in said Indenture. For
      purposes of this Note, "Business Day" means any day, other than a Saturday
      or
      Sunday, that is not a day on which banking institutions in Washington, D.C.,
      or
      in New York, New York are authorized or obligated by law or executive order
      to
      be closed and with respect to LIBOR Notes, means any day on which dealings
      in
      deposits in United States dollars are transacted in the London interbank market.
      In connection with any calculations of the rate of interest on this Note, all
      percentages will be rounded, if necessary, to the nearest one hundred-thousandth
      of a percentage point, with five one-millionths of a percentage point being
      rounded upwards.

    


    B. If
      this is a Fixed Rate Note, the Company promises to pay interest on the Principal
      Amount shown on the face hereof at the Interest Rate per annum shown on the
      face
      hereof until such Principal Amount is paid or made available for payment. Unless
      otherwise provided on the face hereof, the Company will pay interest
      semi-annually in arrears on each April 1 and October 1 (each an "Interest
      Payment Date"), and at Maturity. Interest will accrue from and including the
      most recent Interest Payment Date or, if no interest has been paid or duly
      provided for, from and including the Original Issue Date shown on the face
      hereof, to, but excluding, the next succeeding Interest Payment Date. The amount
      of such interest payable on any Interest Payment Date shall be computed on
      the
      basis of a 360-day year comprised of twelve 30-day months.

    


    C. If
      this is a Floating Rate Note, the Company promises to pay interest on the
      Principal Amount shown on the face hereof at the rate per annum equal to the
      Initial Interest Rate shown on the face hereof until the first Interest Reset
      Date shown on the face hereof following the Original Issue Date specified on
      the
      face hereof and thereafter at a rate determined in accordance with the
      provisions below under the heading "Determination of Commercial Paper Rate,"
      "Determination of LIBOR" or "Determination of Treasury Rate" (depending upon
      whether the Base Rate specified on the face hereof is Commercial Paper Rate,
      LIBOR or Treasury Rate, respectively), until the Principal Amount hereof is
      paid
      or duly made available for payment. The Company will pay interest monthly,
      quarterly, semi-annually or annually as specified on the face hereof under
      the
      "Interest Payment Period," commencing with the first Interest Payment Date
      specified on the face hereof next succeeding the Original Issue Date, and at
      Maturity. Unless otherwise provided on the face hereof, the dates on which
      interest will be payable (each an "Interest Payment Date") will be, in the
      case
      of Floating Rate Notes with a monthly Interest Payment Period, the third
      Wednesday of each month; in the case of Floating Rate Notes with a quarterly
      Interest Payment Period, the third Wednesday of March, June, September and
      December; in the case of Floating Rate Notes with a semi-annual Interest Payment
      Period, the third Wednesday of the two months specified on the face hereof;
      and
      in the case of Floating Rate Notes with an annual Interest Payment Period,
      the
      third Wednesday of the month specified on the face hereof.

    


    The
      interest payable on a Floating Rate Note on each Interest Payment Date and
      at
      Maturity will include accrued interest from and including the Original Issue
      Date or from but excluding the last date in respect of which interest has been
      paid, as the case may be, to but excluding such Interest Payment Date or
      Maturity Date; provided, however, that if the Interest Reset
      Period is daily or weekly, the interest payable on each Interest Payment Date,
      other than at Maturity, will include accrued interest from and including the
      Original Issue Date or from but excluding the last date in respect of which
      interest has been paid, as the case may be, to and including the day immediately
      preceding such Interest Payment Date, and the interest payable at Maturity
      will
      include accrued interest from and including the Original Issue Date or from
      but
      excluding the last date in respect of which interest has been paid, as the
      case
      may be, to but excluding the Maturity Date; provided further,
      that with respect to any regularly scheduled Interest Payment Date for any
      LIBOR
      Note (other than the Maturity Date and in lieu of Section 114 of the Indenture),
      interest shall accrue through the date immediately preceding the date of
      payment. Such accrued interest will be calculated by multiplying the Principal
      Amount hereof by an accrued interest factor. The accrued interest factor shall
      be computed by adding the interest factor calculated for each day in the period
      for which accrued interest is being calculated. The interest factor for each
      such day is computed by dividing the interest rate applicable to such day by
      360, if the Base Rate specified on the face hereof is the Commercial Paper
      Rate
      or LIBOR, or by the actual number of days in the year, if the Base Rate
      specified on the face hereof is the Treasury Rate. The interest rate in effect
      on each day will be (a) if such day is an Interest Reset Date, the interest
      rate with respect to the Interest Determination Date with respect to such
      Interest Reset Date or (b) if such day is not an Interest Reset Date, the
      interest rate with respect to the Interest Determination Date pertaining to
      the
      next preceding Interest Reset Date; provided, however, that the
      interest rate in effect from the Original Issue Date to the first Interest
      Reset
      Date will be the Initial Interest Rate shown on the face hereof.

     

     

    
      
         

      

      
         

        
        

      

      
         

      

    

     

    Notwithstanding
      the foregoing, if this is a Floating Rate Note, the interest rate hereon shall
      not be greater than the Maximum Interest Rate, if any, or less than the Minimum
      Interest Rate, if any, shown on the face hereof. In addition, the interest
      rate
      hereon in no event shall be higher than the maximum rate, if any, permitted
      by
      applicable law, including United States law of general application. The Maximum
      Interest Rate and Minimum Interest Rate, if any, specified on the face hereof
      are, in each case, expressed as a rate per annum on a simple interest
      basis.

    


    If
      this is
      a Floating Rate Note, the interest rate on this Note will be reset daily,
      weekly, monthly, quarterly, semi-annually or annually (such period being the
      "Interest Reset Period" specified on the face hereof). Unless otherwise
      specified on the face hereof, the "Interest Reset Dates" will be, if the
      Interest Reset Period is daily, each Business Day; if the Interest Reset Period
      is weekly, Wednesday of each week, except that if the Base Rate specified on
      the
      face hereof is the Treasury Rate, Tuesday of each week; if the Interest Reset
      Period is monthly, the third Wednesday of each month; if the Interest Reset
      Period is quarterly, the third Wednesday of March, June, September and December
      of each year; if the Interest Reset Period is semi-annually, the third Wednesday
      of the two months specified on the face hereof; and if the Interest Reset Period
      is annually, the third Wednesday of the month of each year specified on the
      face
      hereof; provided, however, that if any Interest Reset Date
      otherwise would be a day that is not a Business Day, such Interest Reset Date
      shall be postponed to the next day that is a Business Day, except that
      (i) if the Base Rate specified on the face hereof is LIBOR and such
      Business Day is in the next succeeding calendar month, such Interest Reset
      Date
      shall be the immediately preceding Business Day, or (ii) if the Base Rate
      specified on the face hereof is Treasury Rate and the Interest Reset Date falls
      on a date which is an auction date (as described in the next succeeding
      paragraph), the Interest Reset Date shall be the following day that is a
      Business Day.

    


    The
      Interest Determination Date pertaining to an Interest Reset Date will be, if
      the
      Base Rate specified on the face hereof is Commercial Paper Rate or LIBOR, the
      second Business Day next preceding such Interest Reset Date. The Interest
      Determination Date pertaining to an Interest Reset Date will be, if the Base
      Rate specified on the face hereof is the Treasury Rate, the day of the week
      in
      which such Interest Reset Date falls on which Treasury Bills (as defined below)
      of the Index Maturity specified on the face hereof are auctioned. Treasury
      Bills
      are normally sold at auction on Monday of each week, unless that day is a legal
      holiday in which case the auction is normally held on the following Tuesday,
      except that such auction may be held on the preceding Friday. If, as a result
      of
      a legal holiday, an auction is so held on the preceding Friday, such Friday
      will
      be the Interest Determination Date pertaining to the Interest Reset Date
      occurring in the next succeeding week.

    


    Subject
      to
      applicable provisions of law and except as specified herein, on each Interest
      Reset Date the rate of interest hereon, if this is a Floating Rate Note, shall
      be the rate determined in accordance with the provisions of the applicable
      heading below.

    


    The
      Company will calculate, or will appoint and enter into an agreement with an
      agent to calculate (the Company or such agent being the "Calculation Agent"),
      the interest rates on Floating Rate Notes (including this Note if it is a
      Floating Rate Note). Initially, The Bank of New York Trust Company, N.A. shall
      be the Calculation Agent. The Calculation Agent shall calculate the interest
      rate hereon in accordance with the foregoing and will confirm in writing such
      calculation to the Trustee and any Paying Agent promptly after each such
      determination. Neither the Trustee nor any Paying Agent shall be responsible
      for
      any such calculation. At the request of the Holder hereof (if this Note is
      a
      Floating Rate Note), the Calculation Agent will provide the interest rate then
      in effect and, if determined, the interest rate that will become effective
      on
      the next Interest Reset Date for this Note. All determinations of interest
      rates
      by the Calculation Agent, in the absence of manifest error, shall be conclusive
      for all purposes and binding on the Holder hereof. Unless otherwise specified
      on
      the face hereof, the Calculation Date pertaining to an Interest Determination
      Date shall be the tenth calendar day after such Interest Determination Date,
      or
      if not a Business Day, the next succeeding Business Day.

    


    Determination
      of Commercial Paper Rate.

    


    If
      the
      Base Rate specified on the face hereof is the Commercial Paper Rate, the
      interest rate for any Interest Determination Date shall equal (a) the Money
      Market Yield (as defined below) on such Interest Determination Date of the
      rate
      for commercial paper having the Index Maturity specified on the face hereof
      (1)
      as published by the Board of Governors of the Federal Reserve System in the
      weekly statistical release designated as "Statistical Release H.15(519),
      Selected Interest Rates", or in any successor publication (“H.15(519)”), under
      the heading "Commercial Paper - Nonfinancial," or (2) if such rate is not
      published in H.15(519) by 3:00 p.m., New York City time, on the Calculation
      Date
      pertaining to such Interest Determination Date, then as published in the daily
      update of H.15(519) (available through the Internet website of the Board of
      Governors of the Federal Reserve System at
http://www.bog.frb.fed.us/releases/h15/update, or any successor site or
      publication) (“H.15 Daily Update”) under the heading "Commercial Paper -
      Non-Financial," or any successor heading or (b) if such rate is not published
      in
      either H.15(519) or H.15 Daily Update by 3:00 p.m., New York City time, on
      the
      Calculation Date pertaining to such Interest Determination Date, the Money
      Market Yield of the average as calculated by the Calculation Agent (defined
      below) of the offered rates as of approximately 11:00 a.m., New York City time,
      on such Interest Determination Date, of three leading dealers of commercial
      paper in New York, New York, selected by the Calculation Agent (after
      consultation with the Company) for commercial paper placed for nonfinancial
      issuers whose bond rating is "AA" or the equivalent, from a nationally
      recognized rating agency, having the Index Maturity specified on the face
      hereof, in each of the above cases adjusted by the addition or subtraction
      of
      the Spread, if any, specified on the face hereof, or by multiplication by the
      Spread Multiplier, if any, specified on the face hereof; provided,
however, that if the dealers selected as aforesaid by the Calculation
      Agent are not quoting offered rates as mentioned in this sentence, the interest
      rate for such Interest Determination Date shall equal the interest rate then
      in
      effect on such Interest Determination Date.

    


    "Money
      Market Yield" means a yield (expressed as a percentage) calculated in accordance
      with the following formula:

    


    
      	
               

            	
              Money
                Market Yield =     D x
                360     x
                100

            


    

                           360
      - (D x M)

    


    where
      "D"
      refers to the applicable per annum rate for commercial paper quoted on a bank
      discount basis and expressed as a decimal, and "M" refers to the actual number
      of days in the Index Maturity specified on the face hereof.

    


    Determination
      of LIBOR.

    


    If
      the
      Base Rate specified on the face hereof is LIBOR, the interest rate for any
      Interest Determination Date shall equal the rate for deposits in the Designated
      LIBOR Currency having the Index Maturity specified on the face hereof, beginning
      on the second Business Day immediately following such Interest Determination
      Date, that appears on Reuters Page LIBOR01 (as defined herein) as of
      11:00 a.m., London Time, on such Interest Determination Date, adjusted by
      the addition or subtraction of the Spread, if any, specified on the face hereof,
      or by multiplication by the Spread Multiplier, if any, specified on the face
      hereof.

     

          With
      respect to an Interest Determination Date on which no rate appears on Reuters
      Page LIBOR01, LIBOR will be determined on the basis of the rates at which
      deposits in the Designated LIBOR Currency having the Index Maturity specified
      on
      the face hereof, are offered at approximately 11:00 a.m., London time, on such
      Interest Determination Date by four major banks (“Reference Banks”) in the
      London interbank market to prime banks in the London interbank market selected
      by the Calculation Agent (after consultation with the Company) commencing on
      the
      second Business Day immediately following such Interest Determination Date
      and
      in a principal amount that is representative for a single transaction in such
      Designated LIBOR Currency in such market at such time. The Calculation Agent
      will request the principal London office of each of the Reference Banks to
      provide a quotation of its rate. If at least two such quotations are provided,
      LIBOR in respect of such Interest Determination Date will be the average of
      such
      quotations. If fewer than two quotations are provided, LIBOR in respect of
      such
      Interest Determination Date will be the average of the rates quoted as of 11:00
      a.m., in the applicable Principal Financial Center (as defined below) on such
      Interest Determination Date by three major banks in such Principal Financial
      Center selected by the Calculation Agent (after consultation with the Company)
      for loans in the Designated LIBOR Currency to leading European banks having
      the
      Index Maturity specified on the face hereof commencing on the second Business
      Day immediately following such Interest Determination Date and in a principal
      amount that is representative for a single transaction in such Designated LIBOR
      Currency in such market at such time; provided, however, that
      if the banks selected as aforesaid by the Calculation Agent are not quoting
      as
      set forth in this sentence, LIBOR with respect to such Interest Determination
      Date will be the interest rate then in effect on the Interest Determination
      Date.

    


    “Designated
      LIBOR Currency” means the currency (including composite currency units), if any,
      designated on the face hereof as the currency for which LIBOR will be
      calculated. If no such currency is designated on the face hereof, the Designated
      LIBOR Currency shall be U.S. dollars.

    


    “Reuters
      Page LIBOR01” means page LIBOR01 (or any other page as may replace such page on
      the Reuters Monitor Money Rates Service ("Reuters") for the purpose of
      displaying the London interbank offered rates of major banks for the Designated
      LIBOR Currency).

    


    “Principal
      Financial Center” means the capital city of the country that issues as its legal
      tender the Designated LIBOR Currency designated on the face hereof, except
      that
      with respect to U.S. dollars, the Principal Financial Center shall be The City
      of New York Trust Company, N.A..

    


    Determination
      of Treasury Rate.

    


    If
      the
      Base Rate specified on the face hereof is Treasury Rate, the interest rate
      for
      any Interest Determination Date shall equal the rate applicable to the most
      recent auction of direct obligations of the United States ("Treasury Bills")
      having the Index Maturity specified on the face hereof, on the display of
      Reuters on page USAUCTION 10 or USAUCTION 11 (or any other page as may replace
      page USAUCTION 10 or USAUCTION 11) under the heading "INVEST RATE" or, if not
      so
      published by 3:00 p.m., New York City time, on the Calculation Date pertaining
      to such Interest Determination Date, the auction average rate (expressed as
      a
      bond equivalent, on the basis of a year of 365 or 366 days, as applicable,
      and
      applied on a daily basis) for such auction as otherwise announced by the United
      States Department of the Treasury. In the event that the results of the auction
      of Treasury Bills having the Index Maturity specified on the face hereof are
      not
      published or announced as provided above by 3:00 p.m., New York City time,
      on
      such Calculation Date, or if no such auction is held in a particular week,
      then
      the Treasury Rate shall be calculated by the Calculation Agent and shall be
      a
      yield to maturity (expressed as a bond equivalent, on the basis of a year of
      365
      or 366 days, as applicable, and applied on a daily basis) of the average of
      the
      secondary market bid rates, as of approximately 3:30 p.m., New York City time,
      on such Interest Determination Date, of three leading primary United States
      government securities dealers selected by the Calculation Agent (after
      consultation with the Company) for the issue of Treasury Bills with a remaining
      maturity closest to the Index Maturity specified on the face hereof;
provided, however, that if the dealers selected as aforesaid by
      the Calculation Agent are not quoting bid rates as mentioned in this sentence,
      the interest rate for such Interest Determination Date shall equal the interest
      rate then in effect on such Interest Determination Date. In determining the
      Treasury Rate, the rate determined in any of the above cases shall be adjusted
      by the addition or subtraction of the Spread, if any, specified on the face
      hereof, or by multiplication by the Spread Multiplier, if any, specified on
      the
      face hereof.

    


    3. The
      authorized denominations of Notes will be $1,000 and any larger amount that
      is
      an integral multiple of $1,000.

    


    4. Each
      Note will be issued initially as either a Book-Entry Note or a Certificated
      Note. Only Registered Notes may be issued as Book-Entry Notes, and such Notes
      will not be exchangeable for Certificated Notes and, except as otherwise
      provided in the Indenture, will not otherwise be issuable as Certificated
      Notes.

    


    5. Payments
      of interest (other than interest payable at Maturity) will be made by check
      mailed to the address of the Person entitled thereto as such address shall
      appear on the Security Register on the applicable Record Date. The principal
      hereof and any premium and interest hereon payable at Maturity will be paid
      in
      immediately available funds upon surrender of this Note at the office or agency
      of the Company (currently the Trustee) located in the Borough of Manhattan
      in
      The City of New York Trust Company, N.A..

     

    6. If
      so specified on the face hereof, this Note may be redeemed at the option of
      the
      Company, in whole or in part, at any time and from time to time on or after
      the
      Initial Redemption Date shown on the face hereof and prior to the Maturity
      Date,
      upon not less than 30 calendar days prior notice given as provided in the
      Indenture, at the Redemption Price shown on the face hereof, together in each
      case with accrued interest, if any, to the relevant redemption date, but
      interest installments whose Stated Maturity is on or prior to such relevant
      redemption date will be payable to the holder of this Note, or one or more
      Predecessor Securities, of record at the close of business on the relevant
      Regular Record Dates, all as provided in the Indenture. As provided in the
      Indenture, if less than all of the Outstanding Notes are to be redeemed, the
      Company shall select the tenor and terms of the Notes to be redeemed. If less
      than all of the Outstanding Notes of like tenor and terms are to be redeemed,
      the particular Notes to be redeemed shall be selected by the Trustee not more
      than 60 calendar days prior to the relevant redemption date from the Outstanding
      Notes of like tenor and terms not previously called for redemption. Such
      selection shall be of principal amounts equal to the minimum authorized
      denominations for such Notes or any integral multiple thereof. Subject to the
      immediately preceding sentence, such selection shall be made by any method
      as
      the Trustee deems fair and appropriate. The notice of such redemption shall
      specify which Notes are to be redeemed. In the event of redemption of this
      Notes
      in part only, a new Note or Notes for the unredeemed portion hereof shall be
      issued in the name of the Holder hereof upon the cancellation
      hereof.

     

    7. The
      Company may, at any time, purchase Notes at any price in the open market or
      otherwise. Notes so purchased by the Company may, at its discretion, be held,
      resold or surrendered to the Trustee for cancellation.

    


    8. This
      Note will not be subject to any sinking fund.

    


    9. As
      provided in the Indenture, and subject to certain limitations therein set forth,
      this Note is exchangeable for a like aggregate principal amount of different
      authorized denominations as requested by the Holder.

    


    10. As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Note is registerable on the Security Register of the
      Company upon surrender of this Note for registration of transfer at the office
      or agency of the Company in the Borough of Manhattan in The City of New York,
      duly endorsed by, or accompanied by a written instrument of transfer in form
      satisfactory to the Company, the Security Registrar and the Trustee duly
      executed by the Holder hereof or his attorney duly authorized in writing, and
      thereupon one or more new Notes of this series, of authorized denominations
      and
      for the same aggregate principal amount, will be issued to the designated
      transferee or transferees.

    


    No
      service
      charge shall be made for any such registration of transfer or exchange, but
      the
      Company may require payment of a sum sufficient to cover any tax or governmental
      charge payable in connection therewith.

    


    11. Prior
      to due presentment of this Note for registration of transfer, the Company,
      the
      Trustee and any agent of the Company or the Trustee may treat the Person in
      whose name this Note is registered as the owner hereof for all purposes, whether
      or not this Note be overdue, and neither the Company, the Trustee nor any such
      agent shall be affected by notice to the contrary.

    


    12. If
      an Event of Default with respect to the Notes of this series shall have occurred
      and be continuing, the principal of all the Notes of this series may be declared
      due and payable in the manner and with the effect provided in the
      Indenture.

    


    13. In
      case this Note shall at any time become mutilated, destroyed, stolen or lost
      and
      this Note or evidence of the loss, theft or destruction hereof (together with
      such indemnity and such other documents or proof as may be required by the
      Company or the Trustee) shall be delivered to the principal corporate trust
      office of the Trustee, a new Registered Note of like tenor and principal amount
      will be issued by the Company in exchange for, or in lieu of, this Note. All
      expenses and reasonable charges associated with procuring such indemnity and
      with the preparation, authentication and delivery of a new Note shall be borne
      by the Holder of this Note.

    


    14. The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Company and
      the rights of the Holder of the Securities of each series to be affected under
      the Indenture at any time by the Company and the Trustee with the consent of
      the
      Holders of not less than a majority in aggregate principal amount of the
      Outstanding Securities of each series to be affected. The Indenture also
      contains provisions permitting, with certain exceptions as therein provided,
      the
      Holders of a majority in aggregate principal amount of the Outstanding
      Securities of a series to waive compliance on behalf of the Holders of all
      the
      Securities of such series by the Company with certain provisions of the
      Indenture and certain past defaults under the Indenture and their consequences.
      Any such consent or waiver by the Holder of this Note shall be conclusive and
      binding upon such Holder and upon all future Holders of this Note and any Note
      issued upon the registration of transfer hereof or in exchange hereof or in
      lieu
      hereof, whether or not notation of such consent or waiver is made upon the
      Note.

    


    Holders
      of
      Securities may not enforce their rights pursuant to the Indenture or the
      Securities except as provided in the Indenture. No reference herein to the
      Indenture and no provision of this Note or of the Indenture shall alter or
      impair the obligation of the Company, which is absolute and unconditional,
      to
      pay the principal of (and premium, if any) and interest on this Note at the
      times, places and rate, and in the coin or currency herein
      prescribed.

    


    15. No
      recourse shall be had for the payment of the principal of (or premium, if any)
      or interest on this Note, or for any claim based hereon, or otherwise in respect
      hereof, or based on or in respect of the Indenture or an indenture supplemental
      thereto, against any incorporator, stockholder, officer or director, as such,
      past, present or future of the Company or of any successor corporation, whether
      by virtue of any constitution, statute or rule of law, or by the enforcement
      of
      any assessment or penalty or otherwise, all such liability being by the
      acceptance hereof and as part of the consideration for the issue hereof,
      expressly waived and released.

    


    16. All
      terms used in this Note not otherwise defined in this Note that are defined
      in
      the Indenture shall have the meanings assigned to them in the
      Indenture.

    


    17. This
      Note shall be deemed to be a contract made and to be performed solely in the
      State of New York Trust Company, N.A., and for all purposes be governed by,
      and
      construed in accordance with, the laws of said State without regard to the
      conflicts of law rules of said State.


    _________________________________

    


    ABBREVIATIONS

    


    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

    


     

    
      	
              TEN
                COM

            	
              --

            	
              as
                tenants in
                common                                                                       
                UNIF GIFT MIN ACT
                --                                                 

            


    

                                                                                                                                                        
      Custodian

    
      	
              TEN
                ENT

            	
              --

            	
              as
                tenants by the entireties

                                                                                                           
                (Cust.)                         
                (Minor)

            


    

    


    
      	
              JT
                TEN

            	
              --

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common                           
                Under Uniform Gifts to Minors Act

            


    

     

                                                                                                                                                         
                                                    

                                                                                                                                       
       (State)

    Additional
      abbreviations also may be used though not in the above list.

    


               
      ______________________________________

    


    FOR
      VALUE
      RECEIVED, the Undersigned hereby sell(s), assign(s) and transfer(s)
      unto

    


    Please
      insert Social Security or Other

    Identifying
      Number of Assignee

     

                                                 

     

                                                                                                                                                                                 

     

                                                                                                                                                                                  

    (Please
      print or type name and address including Zip Code of Assignee)

    


                                                                                                                                                                                  

    the
      within
      Note and all rights thereunder, irrevocably constituting and appointing such
      person

    


                                                                                                                                                                         


    attorney

     

    to
      transfer Note on the books of the Trustee, with full power of substitution
      in
      the premises.

    
Dated:                   

    


    NOTICE:
      The signature to this assignment must correspond with the names as written
      upon
      the face of the within Note in every particular without
      alteration or enlargement or any change whatsoever.