Exhibit 4.08


 


Unless this certificate is
presented by an authorized representative of The Depository Trust Company, a
New York corporation (“DTC”), to South Carolina Electric & Gas Company
or its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any
payment made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.


 


SOUTH
CAROLINA ELECTRIC & GAS COMPANY


FIRST
MORTGAGE BOND


        %
SERIES DUE         


 


[Bond Number]


 




	
  Original
  Interest

  Accrual Date

  	
   

  	
  Interest

  Rate

  	
   

  	
  Maturity Date

  	
   

  	
  CUSIP

  	
   

  
	
   

  	
   

  	
   

  	
  %

  	
   

  	
   

  	
   

  	
   

  






 


Registered Owner:               [CEDE & Co.]


 


Principal Amount:                [Written Amount] ($numeric
amount)


 


SOUTH CAROLINA ELECTRIC &
GAS COMPANY, a corporation organized under the laws of the State of South
Carolina (hereinafter called the “Company,” which term shall include any
successor corporation as defined in the Indenture hereinafter referred to), for
value received, hereby promises to pay to the Registered Owner, or to
registered assigns, the Principal Amount on the Maturity Date specified above,
or upon earlier redemption, or required repayment, as described below, and to
pay interest thereon at the Interest Rate specified above (calculated on the
basis of a 360-day year of twelve 30-day months), semi-annually on the fifteenth
day of                 
and               
in each year and on the Maturity Date (each an interest payment date), from the
Original Interest Accrual Date specified above or from the most recent interest
payment date to which interest has been paid, commencing                     ,
in coin or currency of the United States of America which at the time of
payment is legal tender for public and private debts, at the office or agency
of the Company in Atlanta, Georgia, on the interest payment dates in each year,
until the Company’s obligation with respect to the payment of such principal
shall have been discharged; provided, however, if the date of this Security is
after a Record Date (as defined herein) with respect to any interest payment
date and prior to such 


 

















 


interest payment date,
then interest shall be payable only from such interest payment date.  If the Company shall default in the payment
of interest due on any interest payment date, then interest shall be payable
from the next preceding interest payment date to which interest has been paid,
or, if no such interest has been paid on the Securities, from the Original
Interest Accrual Date.


 


The interest so payable
on any interest payment date will, subject to certain exceptions provided in
the Indenture, be paid to the person in whose name this Security is registered
at the close of business (whether or not a hereafter defined Business Day) on                         
or                   
(each, a “Record Date”), as the case may be, next preceding such interest
payment date, provided, that, interest payable on the Maturity Date will be
payable to the person to whom the principal hereof shall be payable.  At the option of the Company, interest may be
payable by check mailed on or prior to such interest payment date to the
address of the person entitled thereto as such address shall appear on the
register of the Company.


 


This Security shall not
become valid or obligatory for any purpose or be entitled to any benefit under
the Indenture until the Trustee (as defined herein) shall have signed the form
of certificate endorsed hereon.


 


This Security is one of a
duly authorized series of Securities of the Company, issued under, pursuant to
and all equally secured by an Indenture dated as of April 1, 1993, made by
and between the Company and The Bank of New York Mellon Trust Company, N.A.,
successor to NationsBank of Georgia, National Association, as trustee (herein
sometimes called the “Trustee”) (said Indenture, as supplemented and amended
including the Second Supplemental Indenture dated as of June 15, 1993,
being hereinafter called the “Indenture”), to which Indenture reference is
hereby made for a description of the property thereby mortgaged and pledged,
the nature and extent of the security thereby created, the rights thereunder of
the bearers or registered owners of the Securities and of the Trustee, the
duties and immunities of the Trustee, the terms and conditions upon which the
Securities are and are to be secured, the circumstances under which additional
Securities may be issued and the definition of certain terms used herein.  To the extent permitted by and as provided in
the Indenture, modifications or alterations of the Indenture, and of the rights
and obligations of the Company and of the holders of the Securities may be made
by the Company with such affirmative vote or votes of the holders as provided
in the Indenture; provided, however, that, among other things, no such
modification or alteration shall be made which will affect the terms of payment
of the principal at maturity of, or interest on, this Security, which are
unconditional, or reduce the aforesaid percentages.  The Securities may be issued in series, for
various principal amounts, may mature at different times, may bear interest at
different rates and may otherwise vary as in the Indenture provided.


 


The holder of this
Security hereby consents that the Company may, but shall not be obligated to,
fix a record date for the purpose of determining the holders of Securities of
this series entitled to consent to any amendment, supplement or waiver.  If a record date is fixed, those persons who
are holders at such record date (or their duly designated proxies), and only
those persons, shall be entitled to consent to such amendment, supplement or
waiver or to revoke any consent previously given, whether or not such persons
continue to be holders after such record date. 
No such consent shall be valid or effective for more than 90 days after
such record date.


 


2

















 


[Include Redemption
Provisions, if any]


 


In any case where the
date of maturity of interest or premium on or principal of Securities or the
date fixed for redemption of any Securities shall be a day which is not a
Business Day, then payment of interest, premium or principal need not be made
on such date but may be made on the next succeeding day that is a Business Day,
with the same force and effect as if made on the date of maturity or the date
fixed for redemption, and, in the case of such payment, no interest shall
accrue for the period from and after such date of maturity or date fixed for
redemption.


 


In case an event of
default as defined in the Indenture shall occur, the principal of all
Securities then outstanding under the Indenture may be declared or become due
and payable upon the conditions and in the manner and with the effect provided
in the Indenture.


 


This Security is
transferable by the registered owner hereof, in person or by duly authorized
attorney, on the books of the Company to be kept for that purpose at the
principal office of the Trustee under the Indenture, upon surrender and
cancellation of this Security and on presentation of a duly executed written
instrument of transfer, and thereupon a new Security or Securities of the same
series, of the same aggregate principal amount and in authorized denominations
will be issued to the transferee or transferees in exchange therefor; and this
Security with or without others of like form and series, may in like manner be
exchanged for one or more new Securities of the same series of other authorized
denominations, but in the same aggregate principal amount; all subject to the
terms and conditions set forth in the Indenture.


 


No recourse shall be had
for the payment of the principal of or premium, if any, or interest on this
Security or for any claim based hereon or otherwise in respect hereof or of the
Indenture, against any incorporator, stockholder, director or officer, as such,
past, present or future, of the Company, or of any predecessor or successor
corporation (either directly or through the Company, or any such predecessor or
successor corporation) whether by virtue of any constitutional provision,
statute or rule of law, or by the enforcement of any assessment or
penalty, or otherwise, all such liability being waived and released by every
registered owner hereof by the acceptance of this Security and as part of the
consideration for the issue hereof, and being likewise waived and released by
the terms of the Indenture.


 


[Remainder of Page Intentionally
Blank]


 


3

















 


IN WITNESS WHEREOF, SOUTH
CAROLINA ELECTRIC & GAS COMPANY has caused this Security to be duly
executed in its corporate name by the manual or facsimile signature of its
Treasurer and its corporate seal to be impressed or imprinted hereon and
attested by the manual or facsimile signature of its Secretary.


 


	
   

  	
  SOUTH CAROLINA ELECTRIC &
  GAS COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
  [SEAL]

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Treasurer

  
	
   

  	
   

  
	
  ATTEST:

  	
   

  
	
   

  	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Secretary

  	
   

  
						



 


 


CERTIFICATE OF
AUTHENTICATION


 


This is one of the
Securities of the series designated therein referred to in the within-mentioned
Indenture.


 


	
   

  	
  THE BANK OF NEW YORK
  MELLON TRUST

  
	
   

  	
  COMPANY, N.A., as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  
	
   

  	
   

  
	
  Date of Authentication

  	
   

  	
   

  	
   

  
					



 


4

















 


(Form of
Abbreviations)


 


The following
abbreviations, when used in the description on the face of the within Security,
shall be construed as though they were written out in full according to
applicable laws or regulations.


 


	
   

  	
  TEN COM

  	
  -

  	
  as tenants in common

  
	
   

  	
  TEN ENT

  	
  -

  	
  as tenants by the
  entireties

  
	
   

  	
  JT TEN

  	
  -

  	
  as joint tenants with
  the right of survivorship and not as tenants in common

  
	
   

  	
  UTMA

  	
  -

  	
  Uniform Transfers to
  Minors Act

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Custodian for

  	
   

  
	
   

  	
   

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  under Uniform Transfers
  to Minors Act of

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (State)

  
	
   

  	
   

  	
   

  	
   

  
							



 


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


 






 


	
   

  	
  NOTICE:

  	
  The signature to this
  Assignment must correspond with the name as written upon the face of the
  within Security in every particular without alteration or enlargement or any
  change whatever.

  



 


FOR VALUE RECEIVED,                                                                   
hereby sell, assign and transfer unto


 


Please insert Social
Security or Other Identifying number of Assignee:


 




 





the within Security of
South Carolina Electric & Gas Company and do irrevocably constitute
and appoint                                                                                     ,
Attorney to transfer the same on the books of the Company with full power of
substitution in the premises.


 


Dated:


 


Witness:


 


	
   

  	
   

  	
   

  
	
   

  	
  Signature of Assignor

  
	
  Signature(s) must
  be guaranteed by

  
	
  an institution which is
  a participant

  
	
  in the Securities
  Transfer Agents

  
	
  Medallion Program
  (“STAMP”)

  
	
  or similar program